NORTHSTAR NWNL VARIABLE ACCOUNT
485BPOS, 1997-04-23
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                                                               File No. 33-73058
- --------------------------------------------------------------------------------
                                                               File No. 811-8224
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      [X]

     Pre-Effective Amendment No.__                                           [ ]

   
     Post-Effective Amendment No. 3                                          [X]
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [X]

   
Amendment No. 4                                                              [X]


                           NORTHSTAR VARIABLE ACCOUNT

                   (formerly Northstar/NWNL Variable Account)
                           (Exact Name of Registrant)

                        RELIASTAR LIFE INSURANCE COMPANY
             (formerly NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY)
    

                               (Name of Depositor)

            20 Washington Avenue South, Minneapolis, Minnesota 55401
         Address of Depositor's Principal Executive Offices) (Zip Code)


        Depositor's Telephone Number, including Area Code: (612)372-5512

   
                                Stewart D. Gregg

                        ReliaStar Life Insurance Company
     
                          20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                     (Name and Address of Agent for Service)

                  Approximate Date of Proposed Public Offering:
   As soon as practicable after the Registration Statement becomes effective.

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


[ ] immediately upon filing pursuant to paragraph (b) of Rule 485 
   
[X] on April 30, 1997 pursuant to paragraph (b) of Rule 485 
    
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485 
[ ] on (date) pursuant to paragraph (a) of Rule 485

   
If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a 
    previously filed post-effective amendment.

Registrant  has  chosen  to  register  an  indefinite  amount of  securities  in
accordance with Rule 24f-2. The Rule 24f-2 Notice for  Registrant's  most recent
fiscal year was filed on or about February 21, 1997.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                           NORTHSTAR VARIABLE ACCOUNT
    

                  Cross Reference Sheet Pursuant to Rule 495(a)

    FORM N-4
   ITEM NUMBER             PART A HEADING IN PROSPECTUS
   -----------             ----------------------------
         1.                Cover Page
         2.                Definitions
         3.                Summary
         4.                Condensed Financial Information
         5.                The Company; The Variable Account; Investment of the
                              Variable Account
         6.                Charges Made by the Company
         7.                The Contracts
         8.                Annuity Provisions
         9.                The Contracts
         10.               The Contracts
         11.               The Contracts
         12.               Federal Tax Status
         13.               Legal Proceedings
         14.               Statement of Additional Information Table of Contents

                           PART B HEADING IN STATEMENT OF ADDITIONAL INFORMATION
                           -----------------------------------------------------

         15.               Cover Page
         16.               Table of Contents
         17.               Introduction
         18.               Administration of the Contracts
         19.               Distribution of the Contracts
         20.               Distribution of the Contracts
         21.               Calculation of Yield and Return
         22.               Annuity Provisions (In Prospectus)
         23.               Financial Statements

                           PART C HEADINGS
                           ---------------

         24.               Financial Statements and Exhibits
         25.               Directors and Officers of the Depositor
         26.               Persons Controlled by or Under Common Control with 
                              the Depositor or Registrant
         27.               Number of Contract Owners
         28.               Indemnification
         29.               Principal Underwriters
         30.               Location of Accounts and Records
         31.               Not Applicable
         32.               Undertakings



                                [GRAPHIC OMITTED]
   
                        RELIASTAR LIFE INSURANCE COMPANY
    
                           20 WASHINGTON AVENUE SOUTH
                          MINNEAPOLIS, MINNESOTA 55401

              INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS
                                    ISSUED BY
   
                           NORTHSTAR VARIABLE ACCOUNT
    
                                       AND

   
                        RELIASTAR LIFE INSURANCE COMPANY
    

     The Individual Deferred  Variable/Fixed Annuity Contracts described in this
Prospectus are flexible purchase payment contracts. The Contracts are sold to or
in  connection  with  retirement  plans which may or may not qualify for special
federal tax treatment under the Internal Revenue Code. (See "Federal Tax Status"
on page 20.) Annuity  payments under the Contracts are deferred until a selected
later date.

   
     Purchase  payments  may  be  allocated  to  one or  more  of the  available
Sub-Accounts of Northstar Variable Account (the "Variable Account"),  a separate
account of ReliaStar Life Insurance Company (the "Company"), and/or to the Fixed
Account (which is the general account of the Company).  The Fixed Account is not
available to Contract  Owners in the State of Maryland,  Oregon,  South Carolina
and Washington.
    

     Purchase payments allocated to one or more of the available Sub-Accounts of
the Variable  Account,  as selected by the Contract  Owner,  will be invested in
shares at net asset  value of one or more of a group of  investment  funds  (the
"Investment  Funds").  The Investment  Funds are currently the four funds of the
Northstar  Variable Trust which are managed by Northstar  Investment  Management
Corporation  of  Greenwich,  Connecticut,  and two  portfolios  of the  Variable
Insurance  Products Fund and two portfolios of the Variable  Insurance  Products
Fund II which are managed by Fidelity  Management & Research  Company of Boston,
Massachusetts.  Each  Investment  Fund pays its investment  adviser certain fees
charged against the assets of the Investment Fund. The Variable Account Contract
Value and the amount of variable annuity payments will vary,  primarily based on
the investment  performance of the Investment Funds whose shares are held in the
Sub-Accounts  selected.  (For more information  about the Investment  Funds, see
"Investments of the Variable Account" on page 10.)

   
     Additional  information  about the Contracts,  the Company and the Variable
Account,  contained in a Statement  of  Additional  Information  dated April 30,
1997, has been filed with the Securities and Exchange Commission.  The Statement
of Additional Information relating to the Contracts having the same date as this
Prospectus  is  incorporated  by  reference  in this  Prospectus.  The  Table of
Contents for the Statement of Additional  Information may be found on page 26 of
this Prospectus.  The Statement of Additional  Information is available  without
charge upon request by writing to  ReliaStar at the above  address or by calling
(800) 621-3750,  and it may also be obtained by accessing the SEC's internet web
site  (http://www.sec.gov).  Information about the Fixed Account may be found in
Appendix A, on page A-1.
    

     NO  PERSON  IS  AUTHORIZED  TO  GIVE  ANY   INFORMATION   OR  TO  MAKE  ANY
REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS  PROSPECTUS OR ACCOMPANYING
FUND  PROSPECTUSES  AND, IF GIVEN OR MADE, SUCH  INFORMATION OR  REPRESENTATIONS
MUST NOT BE RELIED  UPON AS HAVING BEEN  AUTHORIZED.  THIS  PROSPECTUS  DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION  OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE REGISTERED  SECURITIES TO WHICH IT RELATES.  THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL.

     THIS PROSPECTUS  SETS FORTH  CONCISELY THE INFORMATION  ABOUT THE CONTRACTS
THAT A  PROSPECTIVE  INVESTOR  OUGHT TO KNOW  BEFORE  INVESTING  AND  SHOULD  BE
RETAINED FOR FUTURE REFERENCE.

     THIS  PROSPECTUS  IS  ACCOMPANIED  BY  THE  CURRENT  PROSPECTUSES  FOR  THE
NORTHSTAR  VARIABLE TRUST, THE VARIABLE INSURANCE PRODUCTS FUND AND THE VARIABLE
INSURANCE  PRODUCTS  FUND  II  AND  IS  VALID  ONLY  WHEN  ACCOMPANIED  BY  SUCH
PROSPECTUSES.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

     SHARES OF THE  INVESTMENT  FUNDS AND  INTERESTS  IN THE  CONTRACTS  ARE NOT
DEPOSITS OR OBLIGATIONS  OF, OR GUARANTEED OR ENDORSED BY A BANK, AND THE SHARES
AND  INTERESTS  ARE NOT  FEDERALLY  INSURED  BY THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

   
                 THE DATE OF THIS PROSPECTUS IS APRIL 30, 1997.
    


<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

<S>                                                              <C>                                                             <C>
Definitions...............................................       3  Federal Tax Status...................................        20
Summary of Contract Expenses .............................       4       Introduction....................................        20
Summary                                                          6       Tax Status of the Contract......................        21
Condensed Financial Information ..........................       8       Taxation of Annuities...........................        21
Performance Information...................................       9       Transfers, Assignments or Exchanges of a                22
                                                                    Contract ............................................
The Company...............................................      10       Withholding.....................................        22
The Variable Account......................................      10       Multiple Contracts..............................        23
Investments of the Variable Account.......................      10       Taxation of Qualified Plans.....................        23
Charges Made by the Company...............................      12       Possible Charge for the Company's Taxes.........        23
     Surrender Charge (Contingent Deferred Sales Charge)..      12       Other Tax Consequences..........................        23
     Charge)..............................................
     Annual Contract Charge...............................      13  Voting of Fund Shares................................        23
     Mortality Risk Premium...............................      13  Distribution of the Contracts........................        24
     Expense Risk Premium.................................      14  Revocation...........................................        24
     Administration Charge................................      14  Reports to Owners....................................        24
     Premium and Other Taxes..............................      14  Legal Proceedings....................................        24
     Reduction of Charges.................................      14  Financial Statements and Experts.....................        25
     Expenses of the Investment Funds.....................      14  Further Information..................................        25
Administration of the Contracts...........................      14  Statement of Additional Information Table of Contents        26
The Contracts.............................................      14  Appendix A...........................................       A-1
     Allocation of Purchase Payments......................      15  Investment Fund Prospectuses
     Sub-Account Accumulation Unit Value..................      15  Northstar Variable Trust (Northstar):
     Net Investment Factor................................      15       Northstar Income and Growth Fund...........    Northstar-1
     Death Benefit Before the Annuity Commencement Date...      16       Northstar Growth Fund......................    Northstar-1
     Death Benefit After the Annuity Commencement Date....      16       Northstar Multi-Sector Bond Fund...........    Northstar-1
     Surrender (Redemption)...............................      16       Northstar High Yield Bond Fund.............    Northstar-1
     Systematic Withdrawals...............................      17  Fidelity's Variable Insurance Products Fund (VIP):
     Transfers............................................      17       Money Market Portfolio..........................     VIP-1
         Written Transfers................................      17       Overseas Portfolio..............................     VIP-1
         Telephone/Fax Transfers..........................      18  Fidelity's Variable Insurance Products Fund II (VIP
                                                                    II):
         Dollar Cost Averaging Transfers..................      18       Asset Manager Portfolio.........................   VIPII-1
     Assignments..........................................      18       Index 500 Portfolio.............................   VIPII-1
     Contract Owner and Beneficiaries.....................      18
     Contract Inquiries...................................      19
Annuity Provisions........................................      19
     Annuity Commencement Date............................      19
     Annuity Form Selection...............................      19
     Annuity Forms........................................      19
     Frequency and Amount of Annuity Payments.............      19
     Annuity Payments.....................................      19
     Sub-Account Annuity Unit Value.......................      20
     Assumed Investment Rate..............................      20

</TABLE>

                                   DEFINITIONS


ANNUITANT - The person who is named by the Owner to receive annuity payments and
     whose life determines the annuity benefits payable.

ANNUITY COMMENCEMENT  DATE -  (COMMENCEMENT  DATE) The date on which the annuity
     payments  begin,  which must be the first day of a month.  The date will be
     the first day of the month following the  Annuitant's  75th birthday unless
     an earlier or later date has been selected by the Owner and, if the date is
     later,  it has been agreed to by the Company.  If the Annuity  Commencement
     Date  selected by the Owner does not occur on a Valuation  Date at least 60
     days after the date on which the Contract was issued,  the Company reserves
     the right to adjust the Commencement Date to the first Valuation Date after
     the Commencement  Date selected by the Owner that is at least 60 days after
     the Contract issue date.

BENEFICIARY - The person who is named by the Owner to receive the Contract Value
     upon the death of the Owner  before  the  Annuity  Commencement  Date or to
     receive the balance of the annuity payments, if any, under the Annuity Form
     in effect at the Annuitant's death.


CODE - The Internal Revenue Code of 1986, as amended.


CONTRACT  ANNIVERSARY - Occurs yearly on the same day and month the Contract was
     issued.

CONTRACT OWNER  (OWNER) - The person who controls all the rights and  privileges
     under the Contract. The Annuitant owns the Contract unless another Owner is
     named as provided  for in the  Contract.  The Contract may be owned by one,
     but no more than two, natural persons only,  except when it is held under a
     retirement  plan  described  in  Section  401(a)  or  403(a),  or a program
     described in Section 403(b) of the Code.

CONTRACT VALUE - The sum of (a) the Variable  Account  Contract Value,  which is
     the value of the Sub-Account Accumulation Units under the Contract plus (b)
     the Fixed Account  Contract  Value,  which is the sum of purchase  payments
     allocated to the Fixed Account under the Contract,  plus credited interest,
     minus surrenders,  surrender  charges  previously  applied,  and any annual
     administrative  charges  applicable  to the  Fixed  Account,  and minus any
     transfers to the Variable Account.

CONTRACT YEAR - Each twelve-month period starting with the date the Contract was
     issued and each Contract Anniversary after that.

DEATH BENEFIT - The amount payable upon the death of a Contract Owner before the
     Annuity   Commencement   Date.  (See  "Death  Benefit  Before  the  Annuity
     Commencement Date" on page 16.)

DEATH BENEFIT VALUATION DATE - The Death Benefit Valuation Date is the Valuation
     Date next  following  the date the  Company  receives  proof of death and a
     written request from the Beneficiary for a single sum payment or an Annuity
     Form permitted by Section 72(s) of the Code.

FIXED ACCOUNT - The Fixed  Account is the general account of the Company,  which
     consists of all assets of the Company other than those assets  allocated to
     separate accounts of the Company.


FIXED ANNUITY - An annuity with payments which do not vary as to dollar amount.


INVESTMENT FUNDS - Any  open-end  management  investment  company (or  portfolio
     thereof)  or  unit  investment   trust  (or  series  thereof)  in  which  a
     Sub-Account invests as described herein.

   
NORTHSTAR - Northstar Variable Trust
    
     Northstar Income and Growth Fund
     Northstar Growth Fund
     Northstar Multi-Sector Bond Fund
     Northstar High Yield Bond Fund

QUALIFIED PLAN - A  retirement  plan under  Sections  401, 403 or 408 or similar
     provisions of the Code.

SPECIFIED  CONTRACT  ANNIVERSARY  - The seventh  Contract  anniversary  and each
     consecutive one year anniversary date measured from the date of the seventh
     Contract  anniversary.  The  Specified  Contract  Anniversary  is  used  to
     determine the Death Benefit  payable if the Contract  Owner dies before the
     Annuity   Commencement   Date.  (See  "Death  Benefit  Before  the  Annuity
     Commencement Date" on page 16.)

SUB-ACCOUNT - That portion of the Variable Account  available under the Contract
     which invests in shares of a specific Investment Fund.

SUB-ACCOUNT ACCUMULATION UNIT - A unit of measure used to determine the Variable
     Account Contract Value before annuity payments start.

SUCCESSOR  BENEFICIARY  - The  person  named to become  the  Beneficiary  if the
     Beneficiary is not alive.

   
VALUATION  DATE - Each day on  which  the New York  Stock  Exchange  is open for
     business except for a day that a Sub-Account's  corresponding fund does not
     value its  shares.  The New York  Stock  Exchange  is  currently  closed on
     weekends and on the following  holidays:  New Year's Day;  President's Day;
     Good Friday;  Memorial Day; July Fourth;  Labor Day;  Thanksgiving Day; and
     Christmas Day.
    

VALUATION  PERIOD - The time  interval  between  a  Valuation  Date and the next
     Valuation Date.

VARIABLE ACCOUNT - A separate  account of the Company  consisting  of assets set
     aside by the Company, the investment  performance of which is kept separate
     from that of the general assets of the Company.

VARIABLE ANNUITY - A series of periodic  payments  to the  Annuitant  which will
     vary in amount,  primarily based on the investment  results of the Variable
     Account Sub-Accounts under the Contract.

VARIABLE ANNUITY UNIT - A unit of measure used in the  calculation of the second
     and each subsequent variable annuity payment from the Variable Account.

   
VIP - Variable Insurance Products Fund
    
     Money Market Portfolio
     Overseas Portfolio

   
VIP II - Variable Insurance Products Fund II
    
     Asset Manager Portfolio
     Index 500 Portfolio



                          SUMMARY OF CONTRACT EXPENSES

CONTRACT OWNER TRANSACTION EXPENSES

Sales Charge Imposed on Purchases..................................         None

Surrender  Charge  (as a  percentage  of  amounts  surrendered  attributable  to
purchase payments made in the last six Contract years) (a)

                 CONTRACT YEAR OF SURRENDER               SURRENDER CHARGE
                   MINUS CONTRACT YEAR OF                AS A PERCENTAGE OF
                     PURCHASE PAYMENT                   EACH PURCHASE PAYMENT
                     -----------------                  ---------------------
                             0                                    7%
                             1                                    7
                             2                                    5
                             3                                    5
                             4                                    4
                             5                                    3
                             6                                    2
                        7 and later                               0

Transfer Charge(b).................................................         None


ANNUAL CONTRACT CHARGE.............................................          $35

SEPARATE ACCOUNT ANNUAL EXPENSES
     (as a percentage of average account value)

Mortality and Expense Risk Premiums.................................       1.25%
Other Account Fees and Expenses (See "Administration Charge" on page 14.).. .15%
                                                                             ---

Total Separate Account Annual Expenses.............................        1.40%
                                                                           =====


ANNUAL INVESTMENT FUND EXPENSES
     (as a percentage of Investment Fund average net assets)

<TABLE>
<CAPTION>

                                                                                                                TOTAL INVESTMENT
                                                                               MANAGEMENT         OTHER           FUND ANNUAL
                                                                                FEES             EXPENSES          EXPENSES
                                                                                ----             --------          --------
<S>                                                                             <C>              <C>               <C>  
Northstar Income and Growth Fund(c)...............................              0.75%            0.05%             0.80%
Northstar Growth Fund(c)..........................................              0.75%            0.05%             0.80%
Northstar Multi-Sector Bond Fund(c)...............................              0.75%            0.05%             0.80%
Northstar High Yield Bond Fund(c).................................              0.75%            0.05%             0.80%


                                                                                                                TOTAL INVESTMENT  
                                                                               MANAGEMENT         OTHER           FUND ANNUAL     
                                                                                FEES             EXPENSES          EXPENSES       
                                                                                ----             --------          --------       
VIP Money Market Portfolio........................................              0.21%            0.09%             0.30%
VIP Overseas Portfolio (d)........................................              0.76%            0.17%             0.93%
VIP II Asset Manager Portfolio(d).................................              0.64%            0.10%             0.74%
VIP II Index 500 Portfolio(e).....................................              0.13%            0.15%             0.28%

</TABLE>

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

<TABLE>
<CAPTION>

                                                                       1 YEAR           3 YEARS           5 YEARS        10 YEARS
                                                                       ------           -------           -------        --------
<S>                                                                     <C>               <C>              <C>              <C> 
Northstar Income and Growth Fund..................................      $86               $115             $148             $259
Northstar Growth Fund.............................................       86                115              148              259
Northstar Multi-Sector Bond Fund..................................       86                115              148              259
Northstar High Yield Bond Fund....................................       86                115              148              259


                                                                       1 YEAR           3 YEARS           5 YEARS        10 YEARS
                                                                       ------           -------           -------        --------

VIP Money Market Portfolio........................................      $81               $100             $122             $206
VIP Overseas Portfolio............................................       24                 74              127              272
VIP II Asset Manager Portfolio....................................       85                114              145              253
VIP II Index 500 Portfolio........................................       81                100              121              204

     If you annuitize  your contract at the end of the  applicable  time period,
you would pay the following expenses on a $1,000 investment assuming a 5% annual
return on assets:

                                                                       1 YEAR*          3 YEARS           5 YEARS        10 YEARS
                                                                       ------           -------           -------        --------

Northstar Income and Growth Fund..................................      $23                $70             $121             $259
Northstar Growth Fund.............................................       23                 70              121              259
Northstar Multi-Sector Bond Fund..................................       23                 70              121              259
Northstar High Yield Bond Fund....................................       23                 70              121              259

                                                                       1 YEAR*          3 YEARS           5 YEARS        10 YEARS
                                                                       ------           -------           -------        --------

VIP Money Market Portfolio........................................      $18                $55              $95             $206
VIP Overseas Portfolio............................................       24                 74              127              272
VIP II Asset Manager Portfolio....................................       22                 69              118              252
VIP II Index 500 Portfolio........................................       18                 55               94              204

* If the  Contract's  Annuity  Commencement  Date  occurs  during  the first two
Contract years following the date the Contract was issued a Surrender  Charge is
deducted and the expenses shown in year 1 reflect this deduction.

     If you do not  surrender  or  annuitize  your  Contract  at the  end of the
applicable  time  period,  you  would  pay the  following  expenses  on a $1,000
investment, assuming a 5% annual return on assets:

                                                                       1 YEAR           3 YEARS           5 YEARS        10 YEARS
                                                                       ------           -------           -------        --------

Northstar Income and Growth Fund..................................      $23                $70             $121             $259
Northstar Growth Fund.............................................       23                 70              121              259
Northstar Multi-Sector Bond Fund..................................       23                 70              121              259
Northstar High Yield Bond Fund....................................       23                 70              121              259

                                                                       1 YEAR           3 YEARS           5 YEARS        10 YEARS
                                                                       ------           -------           -------        --------

VIP Money Market Portfolio........................................      $18                $55              $95             $206
VIP Overseas Portfolio............................................       24                 74              127              272
VIP II Asset Manager Portfolio....................................       22                 69              118              252
VIP II Index 500 Portfolio........................................       18                 55               94              204

</TABLE>

(a)  Under certain  situations  amounts may be surrendered free of any surrender
     charge.  For  more  information  on the  Surrender  Charge,  see  page  12,
     "Surrender Charge (Contingent Deferred Sales Charge)". The Company reserves
     the right to charge a partial  surrender  processing  fee not to exceed the
     lesser of 2% of the partial  surrender  amount or $25. For more information
     on the processing fee, see page 16, "Surrender (Redemption)".

(b)  The Company  currently  does not impose a charge on  transfers  between the
     Sub-Accounts  or to the Fixed  Account,  although the Company  reserves the
     right to impose a charge not to exceed $25 per transfer.

(c)  The  investment  adviser  to the  Northstar  Variable  Trust has  agreed to
     reimburse the four  Northstar  Funds for any expenses in excess of 0.80% of
     each  Fund's  average  daily net assets.  In the absence of the  investment
     adviser's expense reimbursements,  the actual expenses that would have been
     paid by each Fund during its fiscal year ended December 31, 1996 would have
     been:  Income and Growth Fund - 1.40%;  Growth  Fund - 1.70%;  Multi-Sector
     Bond Fund - 1.68%; and High Yield Bond Fund - 1.73%.

(d)  During 1996, a portion of the  brokerage  commissions  paid by the Overseas
     Portfolio  and the Asset  Manager  Portfolio  was used to reduce the funds'
     expenses.  In addition,  these Funds have entered  into  arrangements  with
     their  custodian and transfer agent whereby  interest  earned on uninvested
     cash  balances was used to reduce  custodian and transfer  agent  expenses.
     Including these reductions,  the total operating  expenses presented in the
     table  would  have  been  .92% for  Overseas  Portfolio  and .73% for Asset
     Manager Portfolio.  For more information on the portfolio's Management Fees
     and Expenses, see the prospectus for the Fund.

(e)  During  1996,  FMR agreed to  reimburse a portion of Index 500  Portfolio's
     expenses.  Without this  reimbursement,  the fund's  management fees, other
     expenses,  and total  operating  expenses  would have been .28%,  .15%, and
     .43%, respectively. For more information on the portfolio's Management Fees
     and Expenses, see the prospectus for the Fund.

     THE  EXAMPLES  SHOWN  IN  THE  TABLE  ABOVE  SHOULD  NOT  BE  CONSIDERED  A
REPRESENTATION  OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE MORE OR LESS
THAN THOSE SHOWN. THE 5% ANNUAL RETURN ASSUMED IS HYPOTHETICAL AND SHOULD NOT BE
CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE  ANNUAL  RETURNS,  WHICH MAY BE
GREATER OR LESS THAN THE ASSUMED RATES.

   
     The purpose of this table is to assist the Contract Owner in  understanding
the various costs and expenses that a Contract  Owner will bear either  directly
or indirectly.  The table reflects the expenses of the Variable  Account as well
as those of the Investment Funds. The $35 Annual Contract Charge is reflected as
an annual  percentage  charge in this table based on an anticipated  average net
assets in the Variable  Account and Fixed Account,  which translates to a charge
equal to an annual  rate of 0.051% of the  Variable  Account  and Fixed  Account
values.
    

     In addition to the costs and expenses  shown in this table,  state  premium
taxes may also be applicable.  For more  information on state premium taxes, see
page 14, "Premium and Other Taxes".

                                     SUMMARY

     The  Contracts  are flexible  premium  individual  deferred  variable/fixed
retirement  annuity  contracts  issued by the Variable  Account and the Company.
(See "The Company" on page 10 and "The  Variable  Account" on page 10.) They are
sold to or in connection with retirement  plans which may or may not qualify for
special federal tax treatment under the Internal Revenue Code. (See "Federal Tax
Status" on page 20.) Annuity  payments  under the Contracts are deferred until a
later date.

     Purchase  payments  may  be  allocated  to  one or  more  of the  available
Sub-Accounts  of the  Variable  Account  and/or to the Fixed  Account (the Fixed
Account is not  available to Contract  Owners in the State of Maryland,  Oregon,
South  Carolina  and  Washington).  Purchase  payments  allocated to one or more
Sub-Accounts  of the  Variable  Account  will be invested in shares at net asset
value of one or more of the  Investment  Funds.  The Variable  Account  Contract
Value and the amount of variable annuity payments will vary,  primarily based on
the investment  performance of the Investment Funds whose shares are held in the
Sub-Accounts selected. (See "Investments of the Variable Account" on page 10.)

     No deduction for a sales charge is made from the purchase  payments for the
Contracts.  However, a surrender charge (contingent  deferred sales charge) may,
with  certain  exceptions,  apply to whole or  partial  surrenders  of  purchase
payments that have been credited under the Contract for less than seven Contract
years.  A  surrender  charge will also be  deducted  if the  Contract's  Annuity
Commencement  Date occurs within the first two years after the date the Contract
was issued. The amount of the surrender charge will vary as follows:

           CONTRACT YEAR OF SURRENDER               SURRENDER CHARGE
             MINUS CONTRACT YEAR OF                AS A PERCENTAGE OF
                PURCHASE PAYMENT                  EACH PURCHASE PAYMENT
                     0 - 1                                  7%
                     2 - 3                                  5
                       4                                    4
                       5                                    3
                       6                                    2
                  7 and later                               0

 (See "Surrender Charge (Contingent Deferred Sales Charge)" on page 12.)

     In addition,  on each  Contract  Anniversary  (and on the  surrender of the
Contract for its full value if it is not surrendered on a Contract  Anniversary)
the Company will deduct from the  Contract  Value an Annual  Contract  Charge of
$35.  During the annuity  period the Annual  Contract  Charge will be separately
assessed  against fixed annuity  payments and variable annuity payments and will
be  deducted  from each fixed  annuity  payment and from each  variable  annuity
payment in equal  installments  if both forms of annuity  payment are  selected.
Otherwise  such  charge  will be  deducted  from each fixed  annuity or variable
annuity  payment as applicable.  The Annual  Contract Charge is to reimburse the
Company for administrative expenses relating to the issue and maintenance of the
Contracts. (See "Annual Contract Charge" on page 13.)

     The Company also deducts a Mortality Risk Premium,  an Expense Risk Premium
and an Administration  Charge, equal to an annual rate of 1.40% of the daily net
assets of the available  Sub-Accounts of the Variable  Account.  (See "Mortality
Risk Premium",  "Expense Risk Premium" and  "Administration  Charge" on pages 13
and 14.)

     The initial  purchase  payment  must be $5,000 or more for a  Non-qualified
Contract  and no  subsequent  individual  payment may be less than $500.  If the
Contract is being  purchased  by or in  connection  with a Qualified  Plan,  the
minimum initial purchase payment is $2,000, and no subsequent individual payment
may be less than $200.  The  Company  may  choose  not to accept any  subsequent
purchase payment if the additional purchase payment,  when added to the Contract
Value at the next Valuation Date would exceed  $1,000,000.  The Company reserves
the  right to  accept  smaller  initial  and  subsequent  purchase  payments  in
connection  with  special  circumstances,   including  sales  through  group  or
sponsored arrangements.

     If the Contract Value at the Annuity Commencement Date is less than $5,000,
the Contract Value may be distributed in a single sum payment in lieu of annuity
payments.  If any annuity  payment  would be less than $50,  the Company has the
right to change the  frequency  of payments to such  intervals as will result in
payments of at least $50 each. (See  "Frequency and Amount of Annuity  Payments"
on page 19.)

     Premium taxes payable to any  governmental  entity will be charged  against
the Contracts. (See "Premium and Other Taxes" on page 14.)

     The  Contract  Owner may  request  early  withdrawal  of all or part of the
Contract  Value  before  the  Annuity   Commencement   Date.   (See   "Surrender
(Redemption)" on page 16.) Under the Code,  penalty taxes may apply to the early
withdrawal of amounts  accumulated under a Contract whether or not such Contract
is part of a Qualified Plan. (See "Taxation of Annuities" on page 21.)

     The  Contract  Owner may return the  Contract  within ten days after it was
delivered  to the  Owner,  and  receive a refund of the  Contract  Value  unless
otherwise required by law. (See "Revocation" on page 24.)

                         CONDENSED FINANCIAL INFORMATION

     The following table shows,  for each  Sub-Account of the Variable  Account,
the value of a Sub-Account  Accumulation Unit as it is invested in portfolios at
the  dates  shown,  and the  total  number  of  Sub-Account  Accumulation  Units
outstanding at the end of each period:
<TABLE>
<CAPTION>

                                                                                                      YEAR ENDED
                                                                                                      DECEMBER 31
                                                                                                      -----------
                                                                                        1996            1995             1994
                                                                                        ----            ----             ----

SUB-ACCOUNT INVESTING IN
NORTHSTAR'S:
(all Sub-Accounts from May 6, 1994):
Income and Growth Fund
<S>                                                                                  <C>              <C>               <C>     
     Beginning of period........................................................     $12.0916         $10.1101          $10.0000
     End of period..............................................................     $13.5687         $12.0916          $10.1101
     Units outstanding at end of period.........................................      416,758          301,285           100,955
Growth Fund
     Beginning of period........................................................     $12.6072         $10.2534          $10.0000
     End of period..............................................................     $15.3034         $12.6072          $10.2534
     Units outstanding at end of period.........................................      150,737           27,043             8,739
Multi-Sector Bond Fund
     Beginning of period........................................................     $11.4356         $10.0748          $10.0000
     End of period..............................................................     $12.7738         $11.4356          $10.0748
     Units outstanding at end of period.........................................       52,944           37,704            15,492
High Yield Bond Fund
     Beginning of period........................................................     $11.5675          $9.8476          $10.0000
     End of period..............................................................     $13.2795         $11.5675           $9.8476
     Units outstanding at end of period.........................................      182,653          149,292             8,985

FIDELITY'S VIP:
(all Sub-Accounts from May 1, 1995):
Money Market Portfolio
     Beginning of period........................................................     $10.2889         $10.0000                --
     End of period..............................................................     $10.6953         $10.2889                --
     Units outstanding at end of period.........................................       20,824               --                --

Overseas Portfolio
     Beginning of period........................................................     $10.6517         $10.0000                --
     End of period..............................................................     $11.8917         $10.6517                --
     Units outstanding at end of period.........................................        5,473               --                --


FIDELITY'S VIP II:
(all Sub-Accounts from May 1, 1995):
Asset Manager Portfolio
     Beginning of period........................................................     $11.1433         $10.0000                --
     End of period..............................................................     $12.5930         $11.1433                --
     Units outstanding at end of period.........................................        3,425               --                --

Index 500 Portfolio
     Beginning of period........................................................     $12.0488         $10.0000                --
     End of period..............................................................     $14.5928         $12.0488                --
     Units outstanding at end of period.........................................        7,115              335                --

</TABLE>

                             PERFORMANCE INFORMATION

     From time to time, the Company may advertise or include in sales literature
yields,  effective  yields,  and total returns for the  available  Sub-Accounts.
THESE  FIGURES ARE BASED ON  HISTORICAL  EARNINGS AND DO NOT INDICATE OR PROJECT
FUTURE  PERFORMANCE.  Each  Sub-Account  may,  from time to time,  advertise  or
include in sales literature performance relative to certain performance rankings
and indices compiled by independent organizations.  More detailed information as
to the  calculation of  performance  information,  as well as  comparisons  with
unmanaged market indices, appears in the Statement of Additional Information.

     Yields,  effective  yields and total returns for the Sub-Accounts are based
on the investment performance of the corresponding  portfolios of the Investment
Funds. The performance in part reflects the Investment Funds' expenses.  See the
Prospectuses for the Investment Funds.

   
     The yield of the  Sub-Account  investing in the VIP Money Market  Portfolio
refers to the annualized  income  generated by an investment in the  Sub-Account
over a specified  seven-day period. The yield is calculated by assuming that the
income  generated for that  seven-day  period is generated each seven day period
over a  52-week  period  and is shown as a  percentage  of the  investment.  The
effective yield is calculated similarly but, when annualized,  the income earned
by an investment in the  Sub-Account is assumed to be reinvested.  The effective
yield will be slightly higher than the yield because of the  compounding  effect
of this assumed reinvestment.

     The yield of a Sub-Account  (except the Money Market Sub-Account  investing
in the VIP Money Market  Portfolio) refers to the annualized income generated by
an investment in the Sub-Account  over a specified  30-day or one-month  period.
The yield is calculated by assuming that the income  generated by the investment
during that 30-day or one-month  period is generated each period over a 12-month
period and is shown as a percentage of the investment.
    

     The total return of a Sub-Account  refers to return quotations  assuming an
investment under a Contract has been held in the Sub-Account for various periods
of time  including,  but not  limited  to, a period  measured  from the date the
Sub-Account  commenced  operations.  Average annual total return refers to total
return  quotations  that are annualized  based on an average return over various
periods of time.

     The average  annual total return  quotations  represent the average  annual
compounded  rates of return that would  equate an initial  investment  of $1,000
under a Contract to the redemption  value of that  investment as of the last day
of each of the periods for which total return  quotations are provided.  Average
annual total return information shows the average percentage change in the value
of an investment  in the  Sub-Account  from the beginning  date of the measuring
period to the end of that period.  This  version of average  annual total return
reflects all  historical  investment  results,  less all charges and  deductions
applied against the Sub-Account (including any surrender charge that would apply
if an Owner  terminated  the Contract at the end of each period  indicated,  but
excluding any deductions for premium taxes).

     When a Sub-Account has been in operation for one, five, and ten years,  the
average  annual  total return for these  periods  will be provided.  For periods
prior to the date the Sub-Account commenced operations,  performance information
for  Contracts  funded  by the  Sub-Accounts  will be  calculated  based  on the
performance of the  Investment  Funds'  Portfolios  and the assumption  that the
Sub-Accounts  were in existence for the same periods as those  indicated for the
Investment  Funds'  Portfolios,  with the level of Contract Charges that were in
effect at the inception of the Sub-Accounts for the Contracts.

     Average total return  information may be presented and computed on the same
basis as  described  above,  except  deductions  will not include the  surrender
charge.  In addition,  the Company may from time to time disclose average annual
total return in non-standard  formats and cumulative  total return for Contracts
funded by the Sub-Accounts.

     The Company may, from time to time,  also disclose  yield and total returns
for the  portfolios of the  Investment  Funds,  including  such  disclosure  for
periods prior to the dates the Sub-Accounts commenced operations.

     For additional  information  regarding the calculation of other performance
data, please refer to the Statement of Additional Information.

     In advertising and sales  literature,  the performance of each  Sub-Account
may be compared to the performance of other variable  annuity issuers in general
or to the  performance of particular  types of variable  annuities  investing in
mutual funds, or investment  series of mutual funds with  investment  objectives
similar to each of the Sub-Accounts.

     Lipper  Analytical  Services,  Inc.  ("Lipper")  and the  Variable  Annuity
Research Data Service ("VARDS") are independent  services which monitor and rank
the performance of variable  annuity issuers in each of the major  categories of
investment  objectives on an  industry-wide  basis.  Lipper's  rankings  include
variable  life  insurance  issuers as well as variable  annuity  issuers.  VARDS
rankings  compare  only  variable  annuity  issuers.  The  performance  analyses
prepared  by Lipper  and VARDS  each  rank  such  issuers  on the basis of total
return,  assuming reinvestment of distributions,  but do not take sales charges,
redemption  fees, or certain  expense  deductions at the separate  account level
into consideration.  In addition,  VARDS prepares risk adjusted rankings,  which
consider  the effects of market risk on total return  performance.  This type of
ranking  provides data as to which funds provide the highest total return within
various  categories  of funds  defined by the degree of risk  inherent  in their
investment objectives.

     Advertising  and sales  literature may also compare the performance of each
Sub-Account  to the Standard & Poor's  Composite  Index of 500 Stocks,  a widely
used measure of stock performance. This unmanaged index assumes the reinvestment
of dividends but does not reflect any  "deduction"  for the expense of operating
or managing an investment  portfolio.  Other  independent  ranking  services and
indices may also be used as a source of performance comparison.

     The Company  may also  report  other  information  including  the effect of
tax-deferred  compounding on a Sub-Account's  investment  returns, or returns in
general,  which may be illustrated by tables,  graphs, or charts. All income and
capital gains derived from  Sub-Account  investments are reinvested and can lead
to substantial  long-term  accumulation of assets,  provided that the underlying
portfolio's investment experience is positive.

                                   THE COMPANY

     The  Company,  organized  in  1885,  is  a  stock  life  insurance  company
incorporated under the laws of the State of Minnesota.  The Company is a direct,
wholly-owned subsidiary of ReliaStar Financial Corp. (formerly known as The NWNL
Companies,  Inc.), a publicly-traded holding company incorporated under the laws
of the  State of  Delaware,  whose  shares  are  listed  on the New  York  Stock
Exchange.  The Company offers individual life insurance and annuities,  employee
benefits,  and retirement  contracts.  The Company is admitted to do business in
the District of Columbia and all states  except New York.  Its home office is at
20   Washington   Avenue  South,   Minneapolis,   Minnesota   55401   (telephone
612/372-5507).

     The  Contracts  described  in this  Prospectus  are  nonparticipating.  The
capital and surplus of the Company should be considered as bearing only upon the
ability of the Company to meet its obligations under the Contracts.

                              THE VARIABLE ACCOUNT

     The Variable  Account is a Separate  Account of the Company  established by
the Board of Directors of the Company on November 12, 1992, pursuant to the laws
of the  State  of  Minnesota.  The  Variable  Account  is  registered  with  the
Securities  and  Exchange  Commission  as a  unit  investment  trust  under  the
Investment  Company Act of 1940, as amended ("1940 Act"). Such registration does
not involve  supervision  by the  Commission  of the  management  or  investment
policies or  practices of the Variable  Account,  the Company or the  Investment
Funds.  The  Company  has  complete  ownership  and control of the assets in the
Variable Account,  but these assets are held separately from the Company's other
assets and are not part of the Company's General Account.

     The portion of the assets of the Variable Account equal to the reserves and
other  contract  liabilities  of the  Variable  Account will not be charged with
liabilities  incurred in any other  business  that the Company may conduct.  The
Company  has the right to  transfer  to its  General  Account  any assets of the
Variable Account which are in excess of such reserves and other liabilities. The
income,  if any, and gains and losses,  realized or unrealized,  of the Variable
Account  will be credited  to or charged  against  the amount  allocated  to the
Variable  Account,  in accordance  with the contracts  supported by the Variable
Account, without regard to the other income, gains, or losses of the Company.

     Purchase  payments  allocated to the Variable  Account under a Contract are
invested in one or more  Sub-Accounts  of the  Variable  Account.  The  purchase
payments  under a Contract are  allocated  to the  Sub-Account  or  Sub-Accounts
selected by the Owner,  and the future Variable  Account  Contract Value depends
primarily on the investment performance of the Investment Funds whose shares are
held in the Sub-Accounts selected.

                       INVESTMENTS OF THE VARIABLE ACCOUNT

     When a  Contract  is  applied  for,  the Owner  may elect to have  purchase
payments  allocated to one or more of the available  Sub-Accounts  each of which
invests in shares of one of the  Investment  Funds at its net asset  value.  The
Owner may change a purchase payment  allocation for future purchase payments and
may at any time transfer all or part of any existing  values in a Sub-Account to
another Sub-Account that invests in shares of another Investment Fund.

     Northstar Investment Management  Corporation,  an affiliate of the Company,
is the investment adviser for the four funds of Northstar. Fidelity Management &
Research Company is the investment adviser for the two portfolios of VIP and the
two portfolios of VIP II offered through the Contracts.  The investment advisers
are paid fees for their services by the Investment  Funds.  The Investment Funds
currently  offered,  together  with  their  investment  objectives  are  briefly
described below. More detailed information concerning the investment objectives,
policies and  restrictions  pertaining to the Investment Funds and the expenses,
investment advisory services and charges and the risks attendant to investing in
the Investment  Funds and other aspects of their  operations can be found in the
current  prospectus for each Investment Fund which accompany this Prospectus and
the current  Statement of Additional  Information for each Investment  Fund. The
Investment  Fund  prospectuses  should be read carefully  before any decision is
made  concerning  the  allocation  of purchase  payments or transfers  among the
Sub-Accounts.
   
     The Company or its affiliates may receive compensation from an affiliate or
affiliates of certain of the Investment Funds based upon an annual percentage of
the average net assets held in that  Investment  Fund by the Company and certain
of the Company's  insurance  company  affiliates.  These amounts are intended to
compensate the Company or the Company's  affiliates for  administrative,  record
keeping,  distribution,  and other  services  provided  by such  parties  to the
Investment  Funds  and/or the  Investment  Funds'  affiliates.  Payments of such
amounts by an affiliate or  affiliates of the  Investment  Funds do not increase
the fees paid by the Investment Funds or their shareholders.

NORTHSTAR  VARIABLE  TRUST  (NORTHSTAR)  
     Northstar is a diversified management investment company currently offering
     four investment  funds,  each with a different  investment  objective.  The
     following four Northstar Funds are available under this Contract:

     NORTHSTAR  INCOME  AND  GROWTH  FUND  is a  diversified  portfolio  with an
     investment  objective of seeking current income balanced with the objective
     of  achieving  capital  appreciation.  This Fund will seek to  achieve  its
     objective through  investments in common and preferred stocks,  convertible
     securities,  investment  grade  corporate debt  securities,  and government
     securities,  selected for their  prospects of producing  income and capital
     appreciation. Wilson/Bennett Capital Management, Inc. ("Wilson/Bennett") is
     the  sub-adviser  to  this  Fund  and is  responsible  for  the  day-to-day
     investment  management  of the  Fund,  subject  to the  supervision  of the
     investment  adviser and the Trustees of the Fund.  All fees and expenses of
     the sub-advisory agreement are borne by the investment adviser.
    

     NORTHSTAR  GROWTH  FUND  is a  diversified  portfolio  with  an  investment
     objective  of long-term  growth of capital  through  investments  in equity
     securities  of  companies  that  are  believed  to  provide  above  average
     potential for capital appreciation.  Navellier Fund Management, Inc. serves
     as sub-adviser to the Fund and is responsible for the day-to-day investment
     management  of the  Fund,  subject  to the  supervision  of the  investment
     adviser  and the  Trustees  of the  Fund.  All  fees  and  expenses  of the
     sub-advisory arrangement are borne by the investment adviser.

     NORTHSTAR  MULTI-SECTOR  BOND  FUND  is a  diversified  portfolio  with  an
     investment  objective of maximizing current income.  This Fund will seek to
     achieve its objective by  investment in the following  sectors of the fixed
     income  securities  markets:  (a)  securities  issued or  guaranteed  as to
     principal and interest by the U.S. Government, its agencies, authorities or
     instrumentalities;  (b) investment  grade  corporate debt  securities;  (c)
     investment  grade or comparable  quality debt securities  issued by foreign
     corporate issuers,  and securities issued by foreign  governments and their
     political subdivisions,  limited to 35% of assets determined at the time of
     investment;  and (d) high yield-high  risk fixed income  securities of U.S.
     and foreign  issuers,  limited to 50% of assets  determined  at the time of
     investment.

   
     NORTHSTAR  HIGH  YIELD  BOND  FUND  is  a  diversified  portfolio  with  an
     investment   objective   of  seeking  high  income   consistent   with  the
     preservation of capital.  Under normal market  conditions,  this Investment
     Fund  invests  predominantly  in high  yield,  high risk  lower-rated  U.S.
     dollar-denominated debt securities.  These securities are commonly known as
     "junk  bonds."Most of the  securities in which the Investment  Fund invests
     are rated,  at the time of  investment,  at least Caa by Moody's  Investors
     Service,  Inc.  ("Moody's") or CCC by Standard & Poor's Corporation ("S&P")
     or,  if not  rated,  are  of  comparable  quality  in  the  opinion  of the
     investment adviser. The Investment Fund may, however,  invest in securities
     in the lowest  ratings  categories  of Moody's and S&P,  which are C in the
     case of Moody's and D in the case of S&P.

VARIABLE INSURANCE PRODUCTS FUND (VIP)
     VIP is a mutual fund trust currently including five investment  portfolios,
     each with a different  investment  objective.  The following two portfolios
     are available within this Contract:
    
     MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as
     is  consistent  with  preserving  capital  and  providing  liquidity.   The
     portfolio will invest only in high-quality  U.S. dollar  denominated  money
     market  instruments of domestic and foreign  issuers.  An investment in the
     portfolio is not insured or  guaranteed by the U.S.  Government,  and there
     can be no assurance  that the portfolio  will maintain a stable asset value
     per share of $1.00.

     OVERSEAS  PORTFOLIO  seeks long term  growth of capital  primarily  through
     investments in foreign securities.  Overseas Portfolio provides a means for
     investors to diversify their own portfolios by  participating  in companies
     and economies outside of the United States.

   
VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
     VIP  II  is  a  mutual  fund  trust  currently  including  five  investment
     portfolios,  each with a different investment objective.  The following two
     portfolios are available within this Contract:
    

     ASSET MANAGER  PORTFOLIO seeks high total return with reduced risk over the
     long-term by allocating its assets among domestic and foreign stocks, bonds
     and short-term, fixed-income instruments.

     INDEX 500 PORTFOLIO seeks to provide  investment results that correspond to
     the total return (i.e.,  the  combination of capital changes and income) of
     common  stocks  publicly  traded in the  United  States.  In  seeking  this
     objective,  the portfolio  attempts to duplicate the  composition and total
     return of the Standard & Poor's Composite Index of 500 Stocks while keeping
     transaction  costs and other  expenses  low. The portfolio is designed as a
     long-term investment option.

THERE IS NO  ASSURANCE  THAT THE STATED  OBJECTIVES  AND  POLICIES OF ANY OF THE
INVESTMENT FUNDS WILL BE ACHIEVED.

     An investment in the Variable  Account,  or in any Investment  Fund, is not
insured or guaranteed by the U.S. Government.

REINVESTMENT

     The Investment  Funds described above have as a policy the  distribution of
income dividends and capital gains.  However,  under the Contracts  described in
this Prospectus there is an automatic reinvestment of such distributions.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENT FUND SHARES

     The  Company  reserves  the  right,  subject  to  applicable  law,  to make
additions to, deletions from, or  substitutions  for the shares that are held in
the Variable Account or that the Variable Account may purchase. If the shares of
an Investment Fund are no longer available for investment or if in the Company's
judgment further  investment in any Investment Fund should become  inappropriate
in view of the  purposes  of the  Variable  Account,  the Company may redeem the
shares,  if any,  of that  Investment  Fund and  substitute  shares  of  another
registered  open-end  management   investment  company.  The  Company  will  not
substitute any shares  attributable to a Contract's interest in a Sub-Account of
the  Variable  Account  without  notice and prior  approval of the SEC and state
insurance authorities, as required by law.

     The Company also reserves the right to establish additional Sub-Accounts of
the Variable  Account,  each of which would invest in shares  corresponding to a
new  Investment  Fund or in  shares  of  another  investment  company  having  a
specified investment  objective.  Subject to applicable law and any required SEC
approval, the Company may, in its sole discretion, establish new Sub-Accounts or
eliminate one or more  Sub-Accounts if marketing  needs, tax  considerations  or
investment  conditions  warrant.  Any new  Sub-Accounts may be made available to
existing Contract Owners on a basis to be determined by the Company.

   
     There are currently eight Sub-Accounts whose Investment Funds are available
for  investment  under the Variable  Account.  We reserve the right to establish
additional Sub-Accounts of the Variable Account, each of which could invest in a
new fund with a specified  investment  objective.  We contemplate that if we add
additional  Sub-Accounts,  you would only be permitted to participate in a total
of seventeen  investment  options over the lifetime of your Contract.  You would
not have to choose your investment options in advance, but upon participation in
the  seventeenth  Fund since the issue of the Contract you would only be able to
transfer  within  the  seventeen  Funds  already  utilized  and  which are still
available.

     For example,  assume there are more than seventeen  selections and that you
select seven  investment  options.  Later, you transfer out of all of your seven
initial selections and choose ten different Sub-Accounts,  none of which are the
same as your original seven selections. You have now used your maximum selection
of seventeen Sub-Accounts.  You may still allocate purchase payments or transfer
Contract  Values among any of the  seventeen  Sub-Accounts  you have  previously
selected.  However, you may not allocate funds to the remaining  Sub-Accounts at
any time. An Owner may transfer partial or complete Contract Values to the Fixed
Account from the Variable Account at any time.
    

     If any of these  substitutions  or changes  are made,  the  Company  may by
appropriate  endorsement  change the  Contract  to reflect the  substitution  or
change.  If the Company deems it to be in the best  interest of Contract  Owners
and  Annuitants,  and  subject  to any  approvals  that  may be  required  under
applicable law, the Variable Account may be operated as a management  investment
company under the 1940 Act, it may be deregistered under the Act if registration
is no longer required, or it may be combined with other separate accounts of the
Company.

     If a purchase  payment for a selected  Sub-Account is unable to be invested
because shares of the  applicable  Investment  Fund are no longer  available for
investment or if in the judgment of the Company's  management further investment
in such Investment Fund shares would be inappropriate in view of the purposes of
the Contract,  the portion of the purchase payment  designated to be invested in
such  Investment  Fund will be returned to the Owner.  The Owner may then direct
investment of such purchase payment to a different Sub-Account.

                           CHARGES MADE BY THE COMPANY

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)
     No deduction for a sales charge is made from the purchase  payments for the
Contracts.  However, the surrender charge described below (which may be deemed a
contingent  deferred  sales  charge),  when it is  applicable,  is  intended  to
reimburse  the  Company  for  expenses  relating  to the sale of the  Contracts,
including  commissions  to sales  personnel,  costs of sales  material and other
promotional activities and sales administration costs.

     If part or all of a Contract's  value is surrendered,  or if the Contract's
Annuity  Commencement  Date occurs within the first two years after the Contract
was issued,  surrender  charges may be made by the Company.  For purposes of the
following  surrender  charge  description,  "New  Purchase  Payments"  are those
Contract  purchase  payments received by the Company during the Contract Year in
which the surrender occurs or in the six immediately  preceding  Contract Years;
"Old Purchase  Payments" are those Contract purchase payments not defined as New
Purchase Payments; and "Contract Earnings" at any Valuation Date is the Contract
Value less the sum of New Purchase Payments and Old Purchase Payments.

     For purposes of determining  surrender  charges,  surrenders shall first be
taken  from Old  Purchase  Payments  until  they are  exhausted,  then  from New
Purchase  Payments  until  they are  exhausted,  and  thereafter  from  Contract
Earnings.

     Surrenders  taken from the following  amounts ("Free  Surrenders")  are not
subject to a surrender  charge  during any Contract  Year:  (a) any Old Purchase
Payments not already surrendered; (b) 10% of all New Purchase Payments that have
been received by the Company (with the exception of Systematic Withdrawals, this
does not apply to  surrenders  made  during the first  Contract  Year nor to any
surrenders after the first surrender made in each Contract Year thereafter); and
(c) any Contract Earnings being surrendered.

     TOTAL SURRENDERS - The surrender charge for a total surrender is determined
by multiplying the amount of each New Purchase Payment surrendered,  that is not
eligible for a free surrender,  by the applicable surrender charge percentage as
set forth in the following table:

                        SURRENDER CHARGE PERCENTAGE TABLE

         CONTRACT YEAR OF SURRENDER               SURRENDER CHARGE
           MINUS CONTRACT YEAR OF                AS A PERCENTAGE OF
              PURCHASE PAYMENT                  EACH PURCHASE PAYMENT
              ----------------                  ---------------------
                     0                                    7%
                     1                                    7
                     2                                    5
                     3                                    5
                     4                                    4
                     5                                    3
                     6                                    2
                7 and later                               0

     PARTIAL  SURRENDERS  - The  amount of the  partial  surrender  subject to a
surrender  charge is determined by dividing (a) the portion of each New Purchase
Payment to be surrendered  which is not eligible for a Free Surrender by (b) one
minus the  applicable  surrender  charge  percentage  from the Surrender  Charge
Percentage  Table set forth above.  The  resulting  amount for each New Purchase
Payment to be surrendered is then multiplied by the applicable  surrender charge
percentage from the Surrender  Charge  Percentage Table shown above to arrive at
the amount of surrender charge to be assessed by the Company.

     If the  surrender  charge  is less than the  Contract  Value  that  remains
immediately  after  surrender,  it will be  deducted  proportionately  from  the
Sub-Accounts  that make up such Contract Value. If the surrender  charge is more
than such remaining Contract Value, the portion of the surrender charge that can
be deducted  from such  remaining  Contract  Value will be so  deducted  and the
balance will be deducted from the surrender  payment.  In computing  surrenders,
any portion of a surrender  charge that is deducted from the remaining  Contract
Value will be deemed a part of the surrender.


ANNUAL CONTRACT CHARGE
     Each  year on the  Contract  Anniversary,  the  Company  deducts  an Annual
Contract   Charge  of  $35  from  the   Contract   Value  to  reimburse  it  for
administrative  expenses relating to the Contract,  the Variable Account and the
Sub-Accounts.  The Company will not increase the Annual Contract Charge.  In any
Contract  Year when a Contract is  surrendered  for its full value on other than
the Contract  Anniversary,  the Annual  Contract  Charge will be deducted at the
time of such  surrender.  During  the  annuity  period  if both a fixed  annuity
payment and a variable  annuity  payment are selected,  then an Annual  Contract
Charge will be separately  assessed  against each payment type. The charges will
be  deducted  in  equal  installments  from  each  such  payment  made  during a
twelve-month  period.  If only a fixed  annuity  payment or a  variable  annuity
payment is selected,  then only one Annual  Contract Charge will be assessed and
deducted in equal installments.

MORTALITY RISK PREMIUM
     The variable  annuity  payments made to Annuitants  will vary in accordance
with the  investment  performance  of the  Sub-Accounts  selected  by the Owner.
However,  they will not be affected by the mortality  experience (death rate) of
persons  receiving  annuity  payments  from the  Variable  Account.  The Company
assumes this "mortality risk" and has guaranteed the annuity rates  incorporated
in the Contract, which cannot be changed.

     To  compensate  the  Company  for  assuming  this  mortality  risk  and the
mortality  risk that  Beneficiaries  of  Annuitants  dying  before  the  Annuity
Commencement  Date may receive  amounts in excess of the then  current  Contract
Value (see "Death Benefit Before the Annuity Commencement Date" on page 16), the
Company  deducts a Mortality  Risk Premium from the  Variable  Account  Contract
Value.  The deduction is made daily in an amount that is equal to an annual rate
of .85% of the daily Contract Values under the Variable Account. The Company may
not change the rate charged for the Mortality Risk Premium under any Contract.


EXPENSE RISK PREMIUM
     The  Company  will  not  increase  charges  for   administrative   expenses
regardless of its actual  expenses.  To compensate the Company for assuming this
expense  risk,  the Company  deducts an Expense  Risk  Premium from the Variable
Account  Contract Value.  The deduction is made daily in an amount that is equal
to an annual rate of .40% of the daily Variable  Account  Contract  Values.  The
Company may not change the rate of the Expense Risk Premium under any Contract.

ADMINISTRATION CHARGE
     The Company deducts a daily Administration Charge from the Variable Account
Contract  Value  in an  amount  equal  to an  annual  rate of .15% of the  daily
Contract Values under the Variable Account. This charge is deducted to reimburse
the  Company  for the  cost  of  providing  administrative  services  under  the
Contracts and the Variable  Account.  The Company may not change the rate of the
Administration Charge under any Contract.

PREMIUM AND OTHER TAXES
     Various  states  and  other  governmental  entities  levy  a  premium  tax,
currently  ranging  up to  3.50%,  on  annuity  contracts  issued  by  insurance
companies.  If the Owner of the Contract  lives in a  governmental  jurisdiction
that levies such a tax, the Company will pay the taxes when due but reserves the
right to deduct the amount of the tax either from purchase  payments as they are
received or from the Contract Value at a later date.

     The  current  range of premium  tax rates is a guide only and should not be
relied on to determine  actual premium taxes on any purchase payment or Contract
because  the taxes are subject to change  from time to time by  legislative  and
other governmental  action. The timing of tax levies also varies from one taxing
authority to another.  Consequently,  in many cases the  purchaser of a Contract
will not be able to  accurately  determine  the  premium tax  applicable  to the
Contract by reference  to the range of tax rates  described  above.  The Company
reserves  the right to deduct  charges  for any  other  tax or  economic  burden
resulting  from  the  application  of the  tax  laws  that it  determines  to be
applicable to the Contract.


REDUCTION OF CHARGES
     Any of the charges  under the  Contract,  as well as the  minimum  purchase
payment requirements set forth in this Prospectus, may be reduced due to special
circumstances that result in lower sales,  administrative or mortality expenses.
For  example,  special  circumstances  may  exist in  connection  with  group or
sponsored  arrangements,  sales to the Company's  policy and Contract  Owners or
those of affiliated insurance companies, or sales to employees or clients of the
Company's  affiliates.  The amount of any  reductions  will  reflect the reduced
sales effort and administrative costs resulting from, or the different mortality
experience expected as a result of, the special  circumstances.  Reductions will
not be unfairly discriminatory against any person, including the affected policy
or  Contract  Owners and owners of all other  contracts  funded by the  Variable
Account.


EXPENSES OF THE INVESTMENT FUNDS
     There are fees  deducted  from and  expenses  paid out of the assets of the
Investment  Funds that are described in the  accompanying  prospectuses  for the
Funds.

                         ADMINISTRATION OF THE CONTRACTS

     The Company  has  entered  into a contract  with  Continuum  Administrative
Services Corporation (formerly known as Vantage Computer Systems,  Inc.), Kansas
City,  Missouri  ("CASC")  under  which  CASC  has  agreed  to  perform  certain
administrative  functions  relating to the Contracts  and the Variable  Account.
These functions include,  among other things,  maintaining the books and records
of the Variable  Account and the  Sub-Accounts,  and maintaining  records of the
name, address, taxpayer identification number, Contract number, type of Contract
issued to each Owner,  Contract Value and other pertinent  information necessary
to the administration and operation of the Contracts.

                                  THE CONTRACTS

     The  Contracts  described in this  Prospectus  are designed for  retirement
plans which may or may not be Qualified  Plans.  Often a single purchase payment
is made for a deferred  annuity,  but this Contract  freely  permits  subsequent
purchase  payments  up to the  maximum  level of funding  set forth  below.  The
minimum amount the Company will accept as an initial  purchase payment is $5,000
for Non-Qualified Contracts and $2,000 for Qualified Contracts.  The Company may
choose  not to  accept  any  subsequent  purchase  payment  for a  Non-Qualified
Contract if it is less than $500 and for a Qualified Contract if it is less than
$200. The Company may also choose not to accept any subsequent  purchase payment
if the purchase  payment  together with the Contract Value at the next Valuation
Date exceeds  $1,000,000.  Any purchase payment not accepted by the Company will
be refunded.  The Company reserves the right to accept smaller or larger initial
and subsequent purchase payments in connection with special circumstances,  such
as sales through group or sponsored arrangements.

ALLOCATION OF PURCHASE PAYMENTS
     Purchase  payments may be allocated to the  available  Sub-Accounts  of the
Variable Account  selected by the Owner and/or the Fixed Account.  (See Appendix
A).  The Fixed  Account is not  available  to  Contract  Owners in the states of
Maryland, Oregon, South Carolina and Washington. Any purchase payment or portion
thereof for which no allocation election is made will be returned to the Owner.

     The initial purchase payment will be allocated to the selected Sub-Accounts
and/or the Fixed Account not later than two business days after receipt,  if the
application  and all  information  necessary  for  processing  the  Contract are
complete.  The Company may retain purchase payments for up to five business days
while  attempting  to complete an  incomplete  application.  If the  application
cannot be made complete  within this period,  the applicant  will be informed of
the reasons for the delay and the purchase payment will be returned  immediately
unless the  applicant  consents to retention of the payment by the Company until
the  application is made complete.  Once the completed  application is received,
the payment  must be  allocated  within two business  days.  For any  subsequent
purchase payments, the payments will be credited at the Sub-Account Accumulation
Unit Value next determined after receipt of the purchase payment.

     Upon allocation to Sub-Accounts of the Variable Account, a purchase payment
is  converted  into  Accumulation  Units of the  Sub-Account.  The amount of the
purchase payment  allocated to a particular  Sub-Account is divided by the value
of an  Accumulation  Unit  for  the  Sub-Account  to  determine  the  number  of
Accumulation  Units of the  Sub-Account to be held in the Variable  Account with
respect to the Contract.  The net investment  results of each  Sub-Account  vary
primarily  with the investment  performance of the Investment  Fund whose shares
are held in the Sub-Account.

     An  Investment  Fund may  impose a minimum  purchase  requirement.  If that
minimum  purchase  requirement  exceeds the  aggregate of all purchase  payments
received by the Company, less any redemption of Investment Fund shares resulting
from  transfers  or  surrenders,  on any given day that are to be  applied  to a
Sub-Account  for the purchase of shares of such  Investment  Fund, such purchase
payments will be refunded.


SUB-ACCOUNT ACCUMULATION UNIT VALUE
     Each  Sub-Account  Accumulation  Unit was initially  valued at $10 when the
first  Investment  Fund  shares  were  purchased.  Thereafter  the value of each
Sub-Account Accumulation Unit will vary up or down according to a Net Investment
Factor, which is primarily based on the investment performance of the applicable
Investment Fund.  Investment Fund shares in the  Sub-Accounts  will be valued at
their net asset value.

     Dividend and capital gain  distributions  from an  Investment  Fund will be
automatically  reinvested  in  additional  shares  of such  Investment  Fund and
allocated to the appropriate Sub-Account. The number of Sub-Account Accumulation
Units does not increase because of the additional  shares,  but the Accumulation
Unit value may increase.

NET INVESTMENT FACTOR
     The Net Investment  Factor is an index number which reflects  charges under
the Contract and the  investment  performance  during a Valuation  Period of the
Investment Fund whose shares are held in the particular Sub-Account.  If the Net
Investment  Factor is greater than one, the value of a Sub-Account  Accumulation
Unit has increased.  If the Net Investment Factor is less than one, the value of
a Sub-Account  Accumulation  Unit has decreased.  The Net  Investment  Factor is
determined by dividing (1) by (2) then subtracting (3) from the result, where:

     (1)  is the net result of:

          (a)  the net asset value per share of the Investment  Fund shares held
               in  the  Sub-Account,  determined  at  the  end  of  the  current
               Valuation Period, plus

          (b)  the  per  share   amount  of  any   dividend   or  capital   gain
               distributions  made on the  Investment  Fund  shares  held in the
               Sub-Account during the current Valuation Period, plus or minus

          (c)  a per share charge or credit for any taxes reserved for which the
               Company   determines  to  have   resulted  from  the   investment
               operations  of  the  Sub-Account  and  to be  applicable  to  the
               Contract;

     (2)  is the net result of:

          (a)  the net asset value per share of the Investment  Fund shares held
               in the  Sub-Account,  determined  at the  end of the  last  prior
               Valuation Period, plus or minus

          (b)  a per share  charge or credit for any taxes  reserved  for during
               the last prior Valuation  Period which the Company  determines to
               have resulted from the investment  operations of the  Sub-Account
               and to be applicable to the Contract; and

     (3)  is a factor representing the Mortaility Risk Premium, the Expense Risk
          Premium and the  Administration  Charge  deducted from the Sub-Account
          which factor is equal,  on an annual basis,  to 1.40% of the daily net
          asset value of the Sub-Account.


DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT DATE
     If  the  Owner,   including  any  joint  Owner,  dies  before  the  Annuity
Commencement  Date,  the  Beneficiary  will be  entitled  to  receive  the Death
Benefit. For this purpose the Death Benefit will be:

     (1)  if any Owner (including  Annuitant) dies on or before the first day of
          the month following the Owner's 85th birthday,  the greatest of (i)the
          contract Value on the Death Benefit Valuation Date; or (ii) the sum of
          the purchase  payments  received by the Company  under the Contract to
          the  Death  Benefit  Valuation  Date,  less  any  surrender   payments
          previously  made by the Company;  or (iii) the  Contract  Value on the
          Specified  Contract  Anniversary  (immediately  preceding  the Owner's
          death),  plus any purchase  payments and less any  surrender  payments
          since that anniversary;

   
     (2)  if any Onwer  (including the Annuitant) dies after the first dayof the
          month  following the Onwer's 85th birthday,  the Contract Value on the
          Death Benefit Valuation date.
    

     If a single sum is  requested,  it will be paid within seven days after the
Death Benefit  Valuation  Date.  If an Annuity Form is requested,  it may be any
Annuity  Form  permitted  by Section  72(s) of the Code and which the Company is
willing  to issue.  An Annuity  Form  selection  must be in writing  and must be
received  by the  Company  within 60 days after the date of the  Owner's  death,
otherwise the Death Benefit as of the Death Benefit  Valuation Date will be paid
in a single sum to the Beneficiary and the Contract will be canceled.

     If the only Beneficiary is the Owner's  surviving  spouse,  such spouse may
continue the Contract as the Owner, and then (1) select a single sum payment, or
(2) select any Annuity Form which does not exceed such spouse's life expectancy.

     If the  Beneficiary  elects to receive  annuity  payments  under an Annuity
Form, the amount and duration of payments may vary depending on the Annuity Form
selected and whether fixed and/or variable annuity payments are requested.  (See
"Annuity Provisions" beginning on page 19.)

DEATH BENEFIT AFTER THE ANNUITY COMMENCEMENT DATE
     If the  Annuitant  dies  after the  Annuity  Commencement  Date,  the Death
Benefit, if any, shall be as stated in the Annuity Form in effect.

SURRENDER (REDEMPTION)
     If a written  request  therefor  from the Owner is  received by the Company
before the Annuity  Commencement Date, all or part of the Contract Value will be
paid to the Owner after  deducting any  applicable  surrender  charge and taxes.
(See "Surrender Charge (Contingent  Deferred Sales Charge)" on page 12.) Partial
surrenders  may be made in amounts  not less than $500 and no partial  surrender
may cause the  Contract  Value to fall below  $1,000.  In  addition,  if a total
surrender occurs other than on a Contract Anniversary the Annual Contract Charge
will be deducted from the Contract Value before the surrender payment is made.

     Surrenders  must be consented to by each collateral  assignee.  The Company
reserves the right to require that  surrenders in excess of $50,000 be Signature
Guaranteed  by a  member  firm  of the  New  York,  American,  Boston,  Midwest,
Philadelphia,  or Pacific Stock Exchange, or by a commercial bank (not a savings
bank) which is a member of the Federal  Deposit  Insurance  Corporation,  or, in
certain  cases,  by a member  firm of the  National  Association  of  Securities
Dealers, Inc. that has entered into an appropriate agreement with the Company.

     The Company may require  that the  Contract be returned  before a surrender
takes place.  A surrender  will take place on the next  Valuation Date after the
requirements  for  surrender are completed and payment will be made within seven
days after such Valuation Date. Unless the Owner requests a partial surrender to
be made from the Fixed Account or particular  Sub-Accounts,  a partial surrender
will be taken  proportionately  from the Fixed Account and all Sub-Accounts on a
basis that reflects their proportionate percentage of the Contract Value.

     The Company  reserves the right to limit the number of partial  surrenders,
and to assess a  processing  fee not to exceed the  lesser of 2% of the  partial
surrender  amount or $25. No processing  fee will be charged in connection  with
total surrenders.

     The Company may cancel the Contract on any Contract Anniversary, or if such
Contract  Anniversary  is not a  Valuation  Date,  on the  next  Valuation  Date
thereafter,  by paying to the Owner the Contract Value as of such Valuation Date
if such Contract Value after all charges is less than $1,000.

     If this Contract is purchased as a  "tax-sheltered  annuity"  under Section
403(b) of the  Internal  Revenue  Code (the  "Code"),  it is  subject to certain
restrictions  on  redemption  imposed by Section  403(b)(11)  of the Code.  (See
"Tax-Sheltered  Annuities" on page 23.) These  restrictions  on  redemption  are
imposed by the Variable  Account and the Company in full  compliance with and in
reliance  upon the terms and  conditions  of a  no-action  letter  issued by the
Office of Insurance Products and Legal Compliance of the Securities and Exchange
Commission  to the  American  Council  of  Life  Insurance  (publicly  available
November 28, 1988).

     For tax purposes, surrender payments may be taxable. Such payments shall be
deemed to be from earnings and then gains until  cumulative  surrender  payments
equal all accumulated  earnings and gains, and thereafter from purchase payments
received by the Company.  Consideration  should be given to the tax implications
of a surrender  prior to making a surrender  request,  including a surrender  in
connection with a Qualified Plan.

SYSTEMATIC WITHDRAWALS
     A Systematic  Withdrawal is a specialized form of partial  surrender.  (See
"Surrender  (Redemption)"  on page 16.) The  Owner may elect to take  Systematic
Withdrawals  by  surrendering  a  specified   dollar  amount  or  percentage  of
cumulative  purchase  payments on a monthly,  quarterly,  semi-annual  or annual
basis from  Sub-Accounts.  Systematic  Withdrawals  may be taken  from  Variable
Account  Contract  Value and/or Fixed Account  Contract  Value,  but are limited
annually to 10% of total cumulative purchase payments made under the Contract. A
Surrender  Charge  will be imposed on the amount of any  Systematic  Withdrawal,
partial surrender or any combination thereof which is not a Free Surrender. (See
"Surrender  Charge  (Contingent  Deferred Sales Charge)" on page 12.) Systematic
Withdrawals  may be  discontinued  by the  Owner  at any time by  notifying  the
Company in writing.

     The Company reserves the right to modify or discontinue offering Systematic
Withdrawals,  however,  any such modification or discontinuation will not affect
any Systematic Withdrawal programs already commenced. While the Company does not
currently charge a processing fee for partial surrenders under this program,  it
reserves the right to charge a processing  fee not to exceed the lesser of 2% of
the Systematic Withdrawal payment or $25.

     Systematic  Withdrawals may be subject to tax, including a penalty tax, and
the Owner  should  consult  with his or her tax adviser  before  requesting  any
Systematic Withdrawal. (See "Taxation of Annuities" on page 21.)

     Contract Owners  interested in participating  in the Systematic  Withdrawal
program may obtain a separate  application form and full information  concerning
the program and its restrictions from their registered representative.

TRANSFERS
     Before  the  Annuity  Commencement  Date,  the Owner may  transfer  amounts
between the Sub-Accounts or from the Sub-Accounts to the Fixed Account.  Subject
to certain restrictions,  amounts may also be transferred from the Fixed Account
to the Sub-Accounts.  Currently,  there are three methods by which transfers may
be made: in writing, by telephone and by Dollar Cost Averaging.

     WRITTEN  TRANSFERS  - Before the  Annuity  Commencement  Date the Owner may
request a  transfer  in  writing,  subject  to any  conditions  or  charges  the
Investment  Funds whose  shares are  involved  may  impose,  of all or part of a
Sub-Account's value to other Sub-Accounts or to the Fixed Account.  The transfer
will be made by the  Company on the first  Valuation  Date after the request for
such a transfer is received by the  Company.  Currently,  there is no charge for
such a transfer,  other than those that may be made by the Investment Funds. The
Company reserves the right,  however, to charge a transfer fee not to exceed $25
per  transfer  and to limit  the  number  of  transfers  made by the  Owner.  To
accomplish the transfer,  the Variable Account will surrender Accumulation Units
in the particular  Sub-Accounts and reinvest that value in Accumulation Units of
one or more of the available  Sub-Accounts as directed in the request. After the
Annuity  Commencement  Date,  an  Annuitant  who has selected  Variable  Annuity
Payments  may  request  transfer  of Annuity  Unit values in the same manner and
subject  to  the  same  requirements  as for an  Owner-transfer  of  Sub-Account
Accumulation Unit values. However, no transfers may be made to the Fixed Account
after the Annuity Commencement Date.

     Before the Annuity  Commencement Date,  transfers may also be made from the
Fixed Account to the Variable Account, provided, however, that (a) transfers may
only be made during the period  starting 30 days before and ending 30 days after
the  Contract  Anniversary,  and only one  transfer may be made during each such
period,  (b) no more than 50% of the  Fixed  Account  Contract  Value may be the
subject of any such transfer (unless the balance, after such transfer,  would be
less than $1,000,  in which case the full Fixed  Account  Contract  Value may be
transferred),  and (c) such  transfer  must  involve at least $500 (or the total
Fixed Account  Contract Value, if less). No transfers may be made from the Fixed
Account after the Annuity Commencement Date.

   
     The conditions  applicable to written transfers also apply to telephone/fax
transfers and Dollar Cost Averaging transfers.

     TELEPHONE/FAX  TRANSFERS -  Telephone/fax  transfers are available when the
Owner completes a  telephone/fax  transfer form. If the Owner elects to complete
the  telephone/fax  transfer form, the Owner thereby agrees that the Company and
its Contract  Administrator will not be liable for any loss, liability,  cost or
expense when the Company,  and/or the Contract  Administrator  act in accordance
with the telephone/fax transfer instructions which are received and, if received
by telephone,  are recorded on voice  recording  equipment.  If a  telephone/fax
transfer,  processed  after the Owner has completed the  telephone/fax  transfer
form, is later determined not to have been made by the Owner or was made without
the Owner's  authorization,  and a loss results from such unauthorized transfer,
the Owner  bears the risk of this  loss.  Any  requests  via fax are  considered
telephone requests and are bound by the conditions in the telephone/fax transfer
authorization  form you sign. Any fax request should include your name,  daytime
telephone  number,  Contract number and the names of the Sub-Accounts from which
and to which  money  will be  transferred  and the  allocation  percentage.  The
Company  will  employ   reasonable   procedures  to  confirm  that  instructions
communicated by telephone are genuine.  In the event the Company does not employ
such procedures, the Company may be liable for any losses due to unauthorized or
fraudulent  instructions.  Such procedures may include, among others,  requiring
forms of personal  identification  prior to acting upon telephone  instructions,
providing  written  confirmation  of such  instructions  and/or  tape  recording
telephone instructions.
    

     DOLLAR  COST  AVERAGING  TRANSFERS  - The Owner may direct  the  Company to
automatically  transfer  a fixed  dollar  amount or a  specified  percentage  of
Sub-Account Value to any one or more other Sub-Accounts or to the Fixed Account.
No transfers from the Fixed Account are permitted under this service.  Transfers
of this type may be made on a monthly,  quarterly,  semi-annual or annual basis.
This service is intended to allow the Owner to utilize "Dollar Cost  Averaging,"
a long-term investment method which provides for regular, level investments over
time. The Company makes no guarantees  that Dollar Cost Averaging will result in
a profit  or  protect  against  loss.  The  Owner may  discontinue  Dollar  Cost
Averaging at any time by notifying the Company in writing.

     Contract  Owners  interested in Dollar Cost Averaging may obtain a separate
application  form  and  full   information   concerning  this  service  and  its
restrictions from their registered representatives.

     The Company  reserves the right to modify or  discontinue  offering  Dollar
Cost Averaging. Any such modification or discontinuation would not affect Dollar
Cost  Averaging  transfer  programs  already  commenced.  Although  the  Company
currently  charges no fees for  transfers  made under the Dollar Cost  Averaging
program,  the Company  reserves the right to charge a processing  fee for Dollar
Cost Averaging transfers not to exceed $25 per such transfer.

ASSIGNMENTS
     If the  Contract is issued  pursuant to or in  connection  with a Qualified
Plan,  it may not be sold,  transferred,  pledged or  assigned  to any person or
entity other than the Company.  In other  circumstances,  an  assignment  of the
Contract is permitted,  but only before the Annuity Commencement Date, by giving
the Company the  original or a  certified  copy of the  assignment.  The Company
shall  not be  bound by any  assignment  until it is  actually  received  by the
Company and shall not be  responsible  for the validity of any  assignment.  Any
payments  made or  actions  taken by the  Company  before the  Company  actually
receives any assignment shall not be affected by the assignment.

CONTRACT OWNER AND BENEFICIARIES
     Unless  someone  else is named  as the  Owner  in the  application  for the
Contract,  the  applicant  is the Owner of the  Contract  and before the Annuity
Commencement Date may exercise all of the Owner's rights under the Contract.  No
more than two (2) natural persons may be named as Owner.

     The Owner may name a Beneficiary and a Successor Beneficiary.  In the event
an Owner dies  before the  Annuity  Commencement  Date,  the  Beneficiary  shall
receive a Death Benefit as provided in the Contract.  In the event an Owner dies
on or after the Annuity Commencement Date, the Beneficiary,  if the Annuity Form
in effect at the Owner's death so provides,  may continue receiving payments, be
paid a lump sum, or be paid nothing. If the Beneficiary or Successor Beneficiary
is not  living on the date  payment  is due or if no  Beneficiary  or  Successor
Beneficiary  has been named,  the Owner's  estate  will  receive the  applicable
proceeds.

     A person named as an Annuitant,  a Beneficiary  or a Successor  Beneficiary
shall not be  entitled  to exercise  any rights  relating to the  Contract or to
receive any  payments or  settlements  under the  Contract or any Annuity  Form,
unless such person is living on the earlier of (a) the day due proof of death of
the Owner,  the  Annuitant  or the  Beneficiary,  whichever  is  applicable,  is
received by the  Company or (b) the tenth day after the death of the Owner,  the
Annuitant or the Beneficiary, whichever is applicable.

     Unless different arrangements have been made with the Company by the Owner,
if more than one  Beneficiary  is  entitled  to  payments  from the  Company the
payments shall be in equal shares.

     Before the Annuity  Commencement  Date, the Owner may change the Annuitant,
the  Beneficiary  or the  Successor  Beneficiary  by giving the Company  written
notice of the  change,  but the change  shall not be  effective  until  actually
received by the Company.  Upon receipt by the Company of a notice of change,  it
will be effective as of the date it was signed but shall not affect any payments
made or actions taken by the Company before the Company received the notice, and
the Company shall not be responsible for the validity of any change.

CONTRACT INQUIRIES
     Inquiries  regarding  a  Contract  may be made by  writing  to the  Annuity
Service Center, P.O. Box 419275, Kansas City, Missouri 64141-6275.

                               ANNUITY PROVISIONS

ANNUITY COMMENCEMENT DATE
     The Owner selects the Annuity  Commencement  Date,  which must be the first
day of a month, when making  application for the Contract.  The date will be the
first day of the month following the Annuitant's 75th birthday unless an earlier
or later date has been  selected by the Owner and, if the date is later,  it has
been agreed to by the Company. The Owner may change an Annuity Commencement Date
selection by written notice received by the Company at least 30 days before both
the  Annuity   Commencement  Date  currently  in  effect  and  the  new  Annuity
Commencement  Date. The new date selected must satisfy the  requirements  for an
Annuity  Commencement  Date.  If the Annuity  Commencement  Date selected by the
Owner  does not  occur on a  Valuation  Date at least 60 days  after the date on
which the  Contract  was issued,  the Company  reserves  the right to adjust the
Annuity  Commencement  Date  to the  first  Valuation  Date  after  the  Annuity
Commencement  Date  selected  by the Owner  which is at least 60 days  after the
Contract issue date. If the Annuity  Commencement  Date occurs before the second
Contract Anniversary, the Company will deduct Surrender Charges. (See "Surrender
Charge (Contingent Deferred Sales Charge)" on page 12.)

ANNUITY FORM SELECTION
     The Owner may select a Variable  Annuity  Form, a Fixed  Annuity  Form,  or
both,  with  payments  starting  at the  Annuity  Commencement  Date when making
application  for the  Contract.  Thereafter,  the Owner may change  the  Annuity
Form(s)  by  written   notice   received  by  the  Company  before  the  Annuity
Commencement Date. If no election has been made before the Annuity  Commencement
Date, the Company will apply the Fixed Account Contract Value to provide a Fixed
Annuity and the Variable Account  Contract Value to provide a Variable  Annuity,
both in the form of a Life Annuity with  Payments  Guaranteed  for 10 years (120
Months), which shall be automatically effective.

ANNUITY FORMS
     Variable  annuity  payments and fixed annuity payments are available in any
of the following Annuity Forms:

     LIFE ANNUITY - An annuity payable on the first day of each month during the
Annuitant's life, starting with the first payment due according to the Contract.
Payments  cease with the payment made on the first day of the month in which the
Annuitant's  death occurs.  IT WOULD BE POSSIBLE UNDER THIS ANNUITY FORM FOR THE
ANNUITANT  TO  RECEIVE  ONLY ONE  PAYMENT  IF HE OR SHE DIED  BEFORE  THE SECOND
ANNUITY  PAYMENT,  ONLY TWO PAYMENTS IF HE OR SHE DIED BEFORE THE THIRD  ANNUITY
PAYMENT, ETC.

     LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS (120 MONTHS) OR 20 YEARS
(240  MONTHS) - An annuity  payable  on the first day of each  month  during the
Annuitant's life, starting with the first payment due according to the Contract.
If the Annuitant receives all of the guaranteed payments, payments will continue
thereafter  but  cease  with the  payment  made on the first day of the month in
which the Annuitant's death occurs.  If all of the guaranteed  payments have not
been  made  before  the  Annuitant's  death,  the  unpaid  installments  of  the
guaranteed payments will be continued to the Beneficiary.

     JOINT AND FULL  SURVIVOR  ANNUITY - An annuity  payable on the first day of
each  month  during the  Annuitant's  life and the life of a named  person  (the
"Joint  Annuitant"),  starting  with the  first  payment  due  according  to the
Contract.  Payments  will  continue  while  either  the  Annuitant  or the Joint
Annuitant  is living  and cease  with the  payment  made on the first day of the
month in which the death of the  Annuitant  or the  Joint  Annuitant,  whichever
lives longer,  occurs.  THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED UNDER
THIS ANNUITY  FORM.  PAYMENTS  CEASE UPON THE DEATH OF THE LAST  SURVIVOR OF THE
ANNUITANT AND THE JOINT ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

     The Company also has other annuity forms  available and  information  about
them can be obtained by writing to the Company.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
     Annuity payments will be paid as monthly installments, unless the Annuitant
and the Company agree to a different payment schedule.  However, if the Contract
Value at the Annuity  Commencement Date is less than $5,000, the Company may pay
the Contract Value in a single sum and the Contract will be canceled.  Also if a
monthly  payment  would be or become  less than $50,  the Company may change the
frequency of payments to intervals  that will result in payments of at least $50
each.

ANNUITY PAYMENTS
     The amount of the first fixed annuity payment is determined by applying the
Contract Value to be used for a fixed annuity at the Annuity  Commencement  Date
to the annuity  table in the Contract for the Fixed Annuity Form  selected.  The
table shows the amount of the initial  annuity  payment for each $1,000  applied
and all  subsequent  payments  shall be equal to this amount.  The amount of the
first variable  annuity  payment is determined by applying the Contract Value to
be used for a variable annuity at the Annuity  Commencement  Date to the annuity
table in the Contract for the Annuity Form selected.

     Subsequent  variable annuity payments vary in amount in accordance with the
investment performance of the applicable Sub-Account.  Assuming annuity payments
are based on the unit values of a single  Sub-Account,  the dollar amount of the
first  annuity  payment,  determined  as set  forth  above,  is  divided  by the
Sub-Account Annuity Unit Value as of the Annuity  Commencement Date to establish
the number of Variable Annuity Units  representing  each annuity  payment.  This
number of Variable  Annuity  Units  remains  fixed  during the  annuity  payment
period.  The  dollar  amount  of  the  second  and  subsequent  payments  is not
predetermined  and may  change  from month to month.  The  dollar  amount of the
second and each subsequent payment is determined by multiplying the fixed number
of  Variable  Annuity  Units  by the  Sub-Account  Annuity  Unit  Value  for the
Valuation  Period  with  respect  to which the  payment is due.  If the  monthly
payment is based upon the Annuity Unit Values of more than one Sub-Account,  the
foregoing  procedure is repeated for each applicable  Sub-Account and the sum of
the  payments  based on each  Sub-Account  is the amount of the monthly  annuity
payment.

     The Annual  Contract  Charge is  deducted in equal  installments  from each
annuity  payment.  When a fixed annuity  payment is made in  conjunction  with a
variable  annuity  payment,  an Annual Contract Charge is assessed  against each
type of payment and is deducted in equal installments from each annuity payment.

     The  annuity  tables  in the  Contracts  are  based on the 1983  Individual
Annuity Mortality Table (set back three years).

     The Company  guarantees  that the dollar  amount of each  variable  annuity
payment  after the first  payment will not be affected by variations in expenses
(including  those  related to the Variable  Account) or in mortality  experience
from the mortality assumptions used to determine the first payment.


SUB-ACCOUNT ANNUITY UNIT VALUE
     A Sub-Account's Variable Annuity Units will initially be valued at $10 each
at the time  Accumulation  Units  with  respect  to the  Sub-Account  are  first
converted into Variable  Annuity Units.  The Sub-Account  Annuity Unit Value for
any subsequent  Valuation  Period is determined by multiplying  the  Sub-Account
Annuity Unit Value for the  immediately  preceding  Valuation  Period by the Net
Investment  Factor for the  Sub-Account  for the Valuation  Period for which the
Sub-Account  Annuity Unit Value is being calculated,  and multiplying the result
by an interest factor to neutralize the assumed  investment rate of 4% per annum
built into the annuity tables  contained in the Contracts.  (See "Net Investment
Factor" on page 15.)

ASSUMED INVESTMENT RATE
     A 4% assumed  investment rate is built into the annuity tables contained in
the Contracts.  If the actual net investment  rate on the assets of the Variable
Account  is the same as the  assumed  investment  rate of 4% per year,  variable
annuity  payments will remain level.  If the actual net investment  rate exceeds
the assumed  investment  rate,  variable  annuity  payments  will  increase  and
conversely,  if it is less than the assumed  investment  rate the payments  will
decrease.

                               FEDERAL TAX STATUS

INTRODUCTION
     THIS  DISCUSSION IS GENERAL AND NOT INTENDED AS TAX ADVICE.  The discussion
is not  intended  to  address  the tax  consequences  resulting  from all of the
situations  in which a person may be entitled  to or may receive a  distribution
under the  Contract.  The  Contracts  are  designed  for use by  individuals  in
connection with  retirement  plans which may or may not be Qualified Plans under
the provisions of the Internal Revenue Code (the "Code"). The ultimate effect of
federal  income  taxes on the  Contract  Value,  on annuity  payments and on the
economic benefit to the Owner, the Annuitant or the Beneficiary depends upon the
type of retirement  plan for which the Contract is  purchased,  and upon the tax
and  employment  status  of the  individual  concerned.  No  attempt  is made to
consider any applicable  state or other tax laws. The discussion is based on the
Company's understanding of Federal Income Tax Laws as currently interpreted.  No
representation  is made  regarding  the  likelihood of the  continuation  of the
present  Federal Income Tax Laws or the current  interpretation  by the Internal
Revenue Service ("IRS").

     The  Contract may be purchased  on a  non-qualified  basis  ("Non-Qualified
Contract")  or  purchased  and used in  connection  with  plans  qualifying  for
favorable  tax  treatment  ("Qualified  Contract").  The  Qualified  Contract is
designed for use by individuals  whose premium  payments are comprised solely of
proceeds from and/or  contributions under retirement plans which are intended to
qualify as plans entitled to special income tax treatment under Sections 401(a),
403(b),  or 408 of the Code. The ultimate  effect of federal income taxes on the
amounts held under a Contract, or annuity payments,  and on the economic benefit
to the  Owner,  the  Annuitant,  or the  Beneficiary  depends  on  the  type  of
retirement plan, on the tax and employment  status of the individual  concerned,
and on the  Company's  tax status.  In addition,  certain  requirements  must be
satisfied in purchasing a Qualified  Contract with proceeds from a tax-qualified
plan and receiving  distributions from a Qualified Contract in order to continue
receiving favorable tax treatment.  Therefore, purchasers of Qualified Contracts
should  seek  competent  legal and tax advice  regarding  the  suitability  of a
Contract for their situation, the applicable requirements, and the tax treatment
of the rights and benefits of a Contract.  The following discussion assumes that
Qualified Contracts are purchased with proceeds from and/or  contributions under
retirement  plans that  qualify  for the  intended  special  federal  income tax
treatment.

TAX STATUS OF THE CONTRACT

     DIVERSIFICATION  REQUIREMENTS.  Section  817(h) of the Code  provides  that
separate  account   investments   underlying  a  contract  must  be  "adequately
diversified" in accordance  with Treasury  regulations in order for the contract
to qualify as an annuity  contract  under  Section 72 of the Code.  The Variable
Account,  through  each of the  Investment  Funds,  intends  to comply  with the
diversification  requirements  prescribed in regulations under Section 817(h) of
the Code,  which  affect  how the  assets  in the  various  Sub-Accounts  may be
invested.  The Company  expects that each  Investment Fund in which the Variable
Account  owns shares  will meet the  diversification  requirements  and that the
Contract will be treated as an annuity contract under the Code.

     The Treasury has also announced that the diversification regulations do not
provide  guidance  concerning  the  extent  to which  Owners  may  direct  their
investments to particular Sub-Accounts of a variable account or how concentrated
the investments of the Investment Funds underlying a variable account may be. It
is possible that if additional  guidance in this regard is issued,  the Contract
may need to be  modified  to comply  with such  additional  guidance.  For these
reasons,  the Company  reserves the right to modify the Contract as necessary to
attempt to prevent  the Owner from being  considered  the owner of the assets of
the  Investment  Funds or otherwise to qualify the  Contract for  favorable  tax
treatment.

     REQUIRED  DISTRIBUTIONS.  In order to be treated as an annuity contract for
federal  income  tax  purposes,  Section  72(s) of the Code  also  requires  any
Non-Qualified  Contract to provide  that:  (a) if any Owner dies on or after the
Annuity  Commencement  Date but  prior to the time the  entire  interest  in the
Contract has been  distributed,  the remaining  portion of such interest will be
distributed at least as rapidly as under the method of  distribution  being used
as of the date of that  Owner's  death;  and (b) if any Owner  dies prior to the
Annuity  Commencement  Date,  the  entire  interest  in  the  Contract  will  be
distributed  within  five  years  after  the date of the  Owner's  death.  These
requirements  will be  considered  satisfied  as to any  portion of the  Owner's
interest  which is payable to or for the benefit of a  "designated  Beneficiary"
and which is distributed  over the life of such Beneficiary or over a period not
extending  beyond the life  expectancy of that  Beneficiary,  provided that such
distributions  begin  within  one  year  of  that  Owner's  death.  The  Owner's
"designated Beneficiary" is the person designated by such Owner as a Beneficiary
and to whom  ownership of the  Contract  passes by reason of death and must be a
natural  person.  However,  if  the  Owner's  "designated  Beneficiary"  is  the
surviving  spouse of the Owner, the Contract may be continued with the surviving
spouse as the new Owner.  If the Owner is not an  individual,  any change in the
primary Annuitant is treated as a change of Owner for tax purposes.

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

TAXATION OF ANNUITIES

     IN  GENERAL.  Section  72 of the Code  governs  taxation  of  annuities  in
general. The Company believes that an Owner who is a natural person generally is
not taxed on increases in the value of a Contract until  distribution  occurs by
withdrawing  all or part of the Contract Value (e.g.,  partial  withdrawals  and
complete surrenders) or as annuity payments under the Annuity Form selected. For
this  purpose,  the  assignment,  pledge,  or  agreement to assign or pledge any
portion of the  Contract  Value (and in the case of a  Qualified  Contract,  any
portion of an interest in the  qualified  plan)  generally  will be treated as a
distribution. The taxable portion of a distribution (in the form of a single sum
payment or annuity) is taxable as ordinary income.

     The Owner of any annuity  contract  who is not a natural  person  generally
must  include in income any  increase in the excess of the net  surrender  value
over the  "investment  in the  contract"  during the taxable  year.  The Company
restricts  ownership  of  Non-Qualified  Contracts  to no more than two  natural
persons.

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

     SURRENDERS.  In the case of a surrender  from a Qualified  Contract,  under
Section 72(e) of the Code a ratable  portion of the amount  received is taxable,
generally  based  on the  ratio  of the  "investment  in  the  contract"  to the
participant's  total accrued  benefit or balance under the retirement  plan. The
"investment  in the  contract"  generally  equals the  portion,  if any,  of any
premium  payments paid by or on behalf of any individual  under a Contract which
was not under excluded from the individual's  gross income. For Contracts issued
in connection  with  qualified  plans,  the  "investment in the contract" can be
zero.  Special  tax  rules  may be  available  for  certain  distributions  from
Qualified Contracts.

     In the  case  of a  surrender  (including  Systematic  Withdrawals)  from a
Non-Qualified  Contract before the Annuity Commencement Date, under Code Section
72(e)  amounts  received are generally  first  treated as taxable  income to the
extent  that  the  Contract  Value  immediately  before  surrender  exceeds  the
"investment in the contract" at that time. Any additional amount  surrendered is
not taxable.

     In  the  case  of a full  surrender  under  a  Qualified  or  Non-Qualified
Contract,  the amount  received  generally will be taxable only to the extent it
exceeds the "investment in the contract."

     A Federal  penalty tax may apply to certain  surrenders  from Qualified and
Non-Qualified  Contracts.  (See "Penalty Tax on Certain  Distributions"  on page
22.)

     ANNUITY  PAYMENTS.  Although  tax  consequences  may vary  depending on the
Annuity Form selected  under the Contract,  in general,  only the portion of the
Annuity  Payment that  represents the amount by which the Contract Value exceeds
the  investment  in the  Contract  will be taxed;  after the  investment  in the
Contract is recovered,  the full amount of any  additional  annuity  payments is
taxable.  For  variable  annuity  payments,  the  taxable  portion is  generally
determined  by an equation  that  establishes  a specific  dollar amount of each
payment  that is not taxed.  The dollar  amount is  determined  by dividing  the
investment  in the Contract by the total number of expected  periodic  payments.
However,  the  entire  distribution  will be  taxable  once  the  recipient  has
recovered the dollar amount of his or her investment in the Contract.  For fixed
annuity  payments,  in general,  there is no tax on the portion of each  payment
which represents the same ratio that the investment in the Contract bears to the
total  expected  value of the  annuity  payments  for the term of the  payments;
however,  the remainder of each annuity payment is taxable until the recovery of
the  investment in the Contract,  and thereafter the full amount of each annuity
payment is taxable.

     TAXATION  OF DEATH  BENEFIT  PROCEEDS.  Amounts may be  distributed  from a
Contract  because  of the  death of an Owner or an  Annuitant.  Generally,  such
amounts  are  includible  in the  income of the  recipient  as  follows:  (i) if
distributed in a lump sum, they are taxed in the same manner as a full surrender
of the Contract;  or (ii) if distributed under a payment option,  they are taxed
in the same way as annuity payments.

     PENALTY  TAX ON  CERTAIN  DISTRIBUTIONS.  In  the  case  of a  distribution
pursuant to a  Non-Qualified  Contract,  a Federal  penalty  equal to 10% of the
amount treated as taxable income may be imposed. In general,  however,  there is
no penalty on distributions:

     1.   made on or after the taxpayer reaches age 59-1/2;

     2.   made on or after the death of the  holder (a holder is  considered  an
          Owner)  (or if the  holder  is not an  individual,  the  death  of the
          primary annuitant);

     3.   attributable to the taxpayer's becoming disabled;

     4.   a part of a series of substantially  equal periodic payments (not less
          frequently  than  annually) for the life ( or life  expectancy) of the
          taxpayer  or the  joint  lives  (or joint  life  expectancies)  of the
          taxpayer and his or her designated beneficiary;

     5.   made under an annuity contract that is purchased with a single premium
          when the annuity  starting  date is no later than a year from purchase
          of the annuity and substantially equal periodic payments are made, not
          less frequently than annually, during the annuity period; and

     6.   made under  certain  annuities  issued in connection  with  structured
          settlement agreements.

     Other tax  penalties may apply to certain  distributions  under a Qualified
Contract,  as well  as to  certain  contributions  to,  loans  from,  and  other
circumstances,  applicable to the Qualified Plan of which the Qualified Contract
is part.

     POSSIBLE CHANGES IN TAXATION. In past years,  legislation has been proposed
that would have adversely  modified the Federal  taxation of certain  annuities.
For  example,  one  such  proposal  would  have  changed  the tax  treatment  of
non-qualified  annuities that did not have "substantial  life  contingencies" by
taxing income as it is credited to the annuity.  Although as of the date of this
prospectus,  Congress is not considering any legislation  regarding the taxation
of annuities,  there is always the  possibility  that tax treatment of annuities
could change by  legislation  or other means (such as IRS  regulations,  revenue
rulings,  judicial  decisions,  etc.).  Moreover,  it is also  possible that any
change  could  be  retroactive  (that  is,  effective  prior  to the date of the
change).


TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT
     A transfer of ownership or assignment of a Contract,  the designation of an
Annuitant, Payee or other Beneficiary who is not also the Owner, or the exchange
of a Contract may result in certain tax  consequences  to the Owner that are not
discussed  herein.  An Owner  contemplating  any such transfer,  assignment,  or
exchange of a Contract  should  contact a competent  tax adviser with respect to
the potential tax effects of such a transaction.

WITHHOLDING
     Pension and annuity distributions  generally are subject to withholding for
the recipient's Federal income tax liability at rates that vary according to the
type of  distribution  and the  recipient's  tax  status.  Recipients,  however,
generally  are provided the  opportunity  to elect not to have tax withheld from
distributions.  Effective January 1, 1993,  distributions from certain qualified
plans are generally subject to mandatory withholding.  Withholding for Contracts
issued to  retirement  plans  established  under  Section 401 of the Code is the
responsibility of the plan trustee.


MULTIPLE CONTRACTS
     Section  72(e)(11) of the Code treats all  non-qualified  deferred  annuity
contracts entered into after October 21, 1988 that are issued by the Company (or
its  affiliates)  to the same Owner  during  any  calendar  year as one  annuity
contract for purposes of determining the amount includible in gross income under
Code  Section  72(e).  The effects of this rule are not yet clear;  however,  it
could  affect  the time when  income is  taxable  and the  amount  that might be
subject to the 10%  penalty tax  described  above.  In  addition,  the  Treasury
Department  has  specific  authority  to  issue  regulations  that  prevent  the
avoidance of Section 72(e) through the serial  purchase of annuity  contracts or
otherwise. There may also 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.  Accordingly,  an Owner should  consult a competent
tax adviser before purchasing more than one annuity contract.

TAXATION OF QUALIFIED PLANS
     The Contracts  are designed for use with several types of qualified  plans.
The tax rules applicable to participants in these qualified plans vary according
to the type of plan and the terms and  conditions  of the plan  itself.  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;  aggregate  distributions in excess of a specified
annual amount; and in other specified  circumstances.  Therefore,  no attempt is
made to provide more than  general  information  about the use of the  Contracts
with the various  types of qualified  retirement  plans.  Contract  Owners,  the
Annuitants, and Beneficiaries are cautioned that the rights of any person to any
benefits under these qualified  retirement plans may be subject to the terms and
conditions of the plans  themselves,  regardless of the terms and  conditions of
the Contract,  but the Company shall not be bound by the terms and conditions of
such plans to the extent such terms contradict the Contract,  unless the Company
consents. Brief descriptions follow of the various types of qualified retirement
plans in  connection  with a Contract.  The Company  will amend the  Contract as
necessary to conform it to the requirements of such plan.

     PENSION  AND  PROFIT  SHARING  PLANS.  Section  401(a) of the Code  permits
employers  and  self-employed  persons to establish  various types of retirement
plans for  employees.  Such  retirement  plans may permit the  purchaser  of the
Contract  to provide  benefits  under the plans.  Persons  intending  to use the
Contract with such plans should seek competent advice.

     INDIVIDUAL RETIREMENT  ANNUITIES.  Section 408 of the Code permits eligible
individuals  to  contribute  to an  individual  retirement  program  known as an
"Individual  Retirement  Annuity" or "IRA".  These IRAs are subject to limits on
the amount that may be contributed,  the persons who may be eligible, and on the
time when  distributions may commence.  Also,  distributions  from certain other
types of qualified retirement plans may be "rolled over" on a tax-deferred basis
into an IRA.  Sales of the  Contract for use with IRAs may be subject to special
requirements of the IRS.

     TAX SHELTERED  ANNUITIES.  Section  403(b) of the Code allows  employees of
certain Section 501(c)(3) organizations and public schools to exclude from their
gross income the premiums paid,  within certain limits,  on a Contract that will
provide  an annuity  for the  employee's  retirement.  Code  Section  403(b)(11)
restricts the distribution  under Code Section 403(b) annuity  contracts of: (1)
elective  contributions  made in years  beginning  after  December 31, 1988; (2)
earnings on those contributions;  and (3) earnings in such years on amounts held
as of the last year  beginning  before  January 1, 1989.  Distribution  of those
amounts  may only occur upon death of the  employee,  attainment  of age 59-1/2,
separation from service,  disability, or financial hardship. In addition, income
attributable  to elective  contributions  may not be  distributed in the case of
hardship.

POSSIBLE CHARGE FOR THE COMPANY'S TAXES
     At the present time,  the Company makes no charge to the  Sub-Accounts  for
any  Federal,  state,  or local  taxes  that the  Company  incurs  which  may be
attributable  to such  Sub-Accounts or to the Contracts.  The Company,  however,
reserves  the  right in the  future  to make a  charge  for any such tax that it
determines to be properly attributable to the Sub-Accounts to the Contracts.

OTHER TAX CONSEQUENCES

     As noted above,  the foregoing  comments about the Federal tax consequences
under these  Contracts are not  exhaustive,  and special rules are provided with
respect to other tax situations not discussed in this Prospectus.  Further,  the
Federal  income  tax   consequences   discussed  herein  reflect  the  Company's
understanding  of current law and the law may change.  Federal  estate and state
and local  estate,  inheritance,  and other tax  consequences  of  ownership  or
receipt of distributions under a Contract depend on the individual circumstances
of each Owner or recipient of the  distribution.  A competent tax adviser should
be consulted for further information.

                              VOTING OF FUND SHARES

     As long as the Variable  Account is registered as a unit  investment  trust
under the Investment  Company Act of 1940 and the assets of the Variable Account
are allocated to Sub-Accounts  that are invested in Investment Fund shares,  the
Investment Fund shares held in the Sub-Accounts  will be voted by the Company in
accordance with  instructions  received from the person having voting  interests
under the Contracts as described  below. If the Company  determines  pursuant to
applicable  law  or  regulation   that   Investment  Fund  shares  held  in  the
Sub-Accounts  and  attributable  to the Contracts  need not be voted pursuant to
instructions  received from persons otherwise having the voting interests,  then
the Company may vote such Investment Fund shares held in the Sub-Accounts in its
own right.

     Before  the  Annuity  Commencement  Date,  the Owner  shall have the voting
interest  with  respect  to  the  Investment  Fund  shares  attributable  to the
Contract.

     On and after the Annuity  Commencement  Date,  the person then  entitled to
receive  annuity  payments  shall have the voting  interest  with respect to the
Investment Fund shares.  Such voting interest will generally decrease during the
annuity payout period.

     Any Investment Fund shares held in the Variable Account for which we do not
receive timely voting  instructions,  or which are not  attributable to Contract
Owners, will be voted by us in proportion to the instructions  received from all
Contract Owners having a voting interest in the Investment  Fund. Any Investment
Fund shares held by us or any of our  affiliates in general  accounts  will, for
voting purposes,  be allocated to all separate  accounts having voting interests
in the Investment  Fund in proportion to each account's  voting  interest in the
respective  Investment  Fund and will be  voted  in the same  manner  as are the
respective account's vote.

     All  Investment  Fund proxy  material will be sent to persons having voting
interests  together  with  appropriate  forms  which may be used to give  voting
instructions. Persons entitled to voting interests and the number of votes which
they may cast shall be  determined  as of a record  date,  to be selected by the
Company, not more than 90 days before the meeting of the applicable Fund.

     Persons having voting interests under the Contracts as described above will
not, as a result thereof,  have voting interests with respect to meetings of the
stockholders of the Company.

                          DISTRIBUTION OF THE CONTRACTS

     The  Contracts  will be sold by licensed  insurance  agents in those states
where the  Contracts  may be  lawfully  sold.  Such  agents  will be  registered
representatives of broker-dealers  registered under the Securities  Exchange Act
of 1934 who are members of the National Association of Securities Dealers,  Inc.
The  Contracts  will  be  distributed  by  the  General  Distributor,  Northstar
Distributors,  Inc., Two Pickwick Plaza, Greenwich,  Connecticut 06830, which is
an affiliate of the Company.  Commissions  and other  distribution  compensation
will be paid by the Company.  Generally  such  payments will not exceed 7.00% of
the purchase  payments.  In some cases a trail  commission based on the Contract
Value may also be paid.

                                   REVOCATION

   
     The Contract  Owner may revoke the Contract at any time between the date of
Application  and the date 10 days after  receipt of the  Contract  and receive a
refund of the Contract Value unless  otherwise  required by state and/or federal
law.  All  Individual  Retirement  Annuity  refunds  will be return of  purchase
payments. In order to revoke the Contract, it must be mailed or delivered to the
Company's Contract Administrator at the mailing address shown below or the agent
through whom it was  purchased.  Mailing or delivery  must occur on or before 10
days after receipt of the Contract for  revocation to be effective.  In order to
revoke the Contract if it has not been  received,  written notice must be mailed
or delivered to the  Company's  Contract  Administrator  at the mailing  address
shown below.

                        ReliaStar Life Insurance Company
                        c/o Annuity Service Center
                        P.O. Box 419275
                        Kansas City, Missouri 64199-6275

    
     The liability of the Variable  Account  under this  provision is limited to
the Contract Value in each Sub-Account on the date of revocation. Any additional
amounts refunded to the Contract Owner will be paid by the Company.

                                REPORTS TO OWNERS

     The Company will mail to the Contract  Owner,  at the last known address of
record at the home  office of the  Company,  at least  annually  after the first
Contract Year, a report  containing  such  information as may be required by any
applicable law or regulation and a statement showing the Contract Value.

                                LEGAL PROCEEDINGS

     There are no legal  proceedings  to which the Variable  Account is a party.
The Company is a defendant  in various  lawsuits in  connection  with the normal
conduct of its operations. In the opinion of management, the ultimate resolution
of such litigation will not result in any significant liability to the Company.

                        FINANCIAL STATEMENTS AND EXPERTS

   
     The financial  statements of Northstar  Variable Account as of December 31,
1996 and 1995,  and for the period from May 6, 1994 to December 31, 1994 and the
annual  financial  statements of ReliaStar  Life  Insurance  Company,  which are
incorporated by reference in the Statement of Additional Information,  have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
reports  which  are  incorporated   herein  by  reference,   and  have  been  so
incorporated  in  reliance  upon the  reports  of such  firm  given  upon  their
authority as experts in accounting and auditing.
    

                               FURTHER INFORMATION

     A  Registration  Statement  under the Securities Act of 1933 has been filed
with the  Securities  and Exchange  Commission,  with  respect to the  Contracts
described  herein.  The Prospectus  does not contain all of the  information set
forth in the Registration  Statement and exhibits thereto, to which reference is
hereby made for further information concerning the Variable Account, the Company
and  the  Contracts.  The  information  so  omitted  may be  obtained  from  the
Commission's  principal  office in  Washington,  D.C.,  upon  payment of the fee
prescribed  by the  Commission,  or examined  there without  charge.  Statements
contained in this  Prospectus  as to the  provisions  of the Contracts and other
legal  documents are summaries,  and reference is made to the documents as filed
with the Commission for a complete statement of the provisions thereof.


                       STATEMENT OF ADDITIONAL INFORMATION

                                TABLE OF CONTENTS


Introduction...........................................................     S-2
Administration of the Contracts........................................     S-2
Custody of Assets......................................................     S-3
Independent Auditors...................................................     S-3
Distribution of the Contracts..........................................     S-3
Calculation of Yield and Return........................................     S-4
Financial Statements...................................................     S-9


- --------------------------------------------------------------------------------
   
If you would like to receive a copy of the Northstar  Variable Account Statement
of Additional Information, please call (800) 621-3750 or return this request to:


RELIASTAR LIFE INSURANCE COMPANY
C/O ANNUITY SERVICE CENTER
P.O. BOX 419275
KANSAS CITY, MISSOURI  64141-6275
    


Your name_______________________________________________________________________

Address_________________________________________________________________________

City State Zip__________________________________________________________________


   
Please send me a copy of the Northstar  Variable Account Statement of Additional
Information.
    


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


                                   APPENDIX A

                                THE FIXED ACCOUNT


     CONTRIBUTIONS  UNDER THE FIXED PORTION OF THE CONTRACT AND TRANSFERS TO THE
FIXED  PORTION  BECOME  PART OF THE GENERAL  ACCOUNT OF THE COMPANY  (THE "FIXED
ACCOUNT"),  WHICH  SUPPORTS  INSURANCE  AND  ANNUITY  OBLIGATIONS.   BECAUSE  OF
EXEMPTIVE AND EXCLUSIONARY  PROVISIONS,  INTERESTS IN THE FIXED ACCOUNT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") NOR IS THE FIXED
ACCOUNT  REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF
1940  ("1940  ACT").  ACCORDINGLY,  NEITHER THE FIXED  ACCOUNT NOR ANY  INTEREST
THEREIN ARE GENERALLY SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940 ACTS AND THE
COMPANY  HAS  BEEN  ADVISED  THAT  THE  STAFF  OF THE  SECURITIES  AND  EXCHANGE
COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN THIS  PROSPECTUS  WHICH RELATE TO
THE FIXED  PORTION OF THE CONTRACT.  DISCLOSURES  REGARDING THE FIXED PORTION OF
THE ANNUITY CONTRACT AND THE FIXED ACCOUNT,  HOWEVER,  MAY BE SUBJECT TO CERTAIN
GENERALLY  APPLICABLE  PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE
ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.

     The Fixed  Account is made up of all of the  general  assets of the Company
other than those allocated to any separate  account.  Purchase  payments will be
allocated  to the Fixed  Account as elected by the Owner at the time of purchase
or as  subsequently  changed.  The  Company  will invest the assets of the Fixed
Account in those  assets  chosen by the Company and allowed by  applicable  law.
Investment  income from such Fixed Account assets will be allocated  between the
Company and the Contracts participating in the Fixed Account, in accordance with
the terms of such Contracts.

     Fixed annuity  payments  made to Annuitants  under the Contract will not be
affected by the  mortality  experience  (death rate) of persons  receiving  such
payments or of the general population. The Company assumes this "mortality risk"
by virtue of annuity rates incorporated in the Contract which cannot be changed.
In  addition,  the  Company  guarantees  that it will not  increase  charges for
maintenance of the Contracts regardless of its actual expenses.

     Investment  income from the Fixed Account allocated to the Company includes
compensation  for mortality and expense risks borne by the Company in connection
with Fixed Account  Contracts.  The Company expects to derive a profit from this
compensation.  The amount of such investment  income  allocated to the Contracts
will vary from year to year in the sole discretion of the Company.  However, the
Company  guarantees  that it will credit  interest at a rate of not less than 3%
per year,  compounded annually,  to amounts allocated to the Fixed Account under
the  Contract.  The  Company  may credit  interest at a rate in excess of 3% per
year; however,  the Company is not obligated to credit any interest in excess of
3% per  year.  There is no  specific  formula  for the  determination  of excess
interest credits.  Such credits, if any, will be determined by the Company based
on information as to expected  investment  yields.  Some of the factors that the
Company  may  consider  in  determining  whether to credit  interest  to amounts
allocated  to the Fixed  Account and the amount  thereof,  are general  economic
trends,  rates of return  currently  available and  anticipated on the Company's
investments,  regulatory  and tax  requirements  and  competitive  factors.  ANY
INTEREST  CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 3% PER
YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE COMPANY. THE OWNER ASSUMES
THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT  ALLOCATIONS MAY NOT EXCEED THE
MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

     The Company is aware of no statutory  limitations  on the maximum amount of
interest  it may  credit,  and the Board of  Directors  has set no  limitations.
However,  inherent in the Company's exercise of discretion in this regard is the
equitable  allocation  of  distributable  earnings and surplus among its various
policyholders and Contract Owners and to its stockholders.

     Excess  interest,  if any, will be credited on the Fixed  Account  Contract
Value.  The Company  guarantees  that, at any time,  the Fixed Account  Contract
Value  will not be less  than the  amount of  purchase  payments  and  transfers
allocated  to the  Fixed  Account,  plus  interest  at the rate of 3% per  year,
compounded annually,  plus any additional interest which the Company may, in its
discretion,   credit  to  the  Fixed  Account,   less  the  sum  of  all  annual
administrative  or surrender charges levied,  any applicable  premium taxes, and
less any amounts surrendered or transferred from the Fixed Account. If the Owner
surrenders  the Contract  the amount  available  from the Fixed  Account will be
reduced by any applicable  surrender  charge and annual  administration  charge.
(See "Charges Made by the Company" on page 12).




   
[GRAPHIC OMITTED]                                     NORTHSTAR VARIABLE ACCOUNT
RELIASTAR LIFE INSURANCE COMPANY                             INDIVIDUAL DEFERRED
                                                 VARIABLE/FIXED ANNUITY CONTRACT
    


GENERAL DISTRIBUTOR
Northstar Distributors, Inc.
Two Pickwick Plaza
Greenwich, Connecticut 06830


   
NORTHSTAR VARIABLE ACCOUNT
INDIVIDUAL DEFERRED
VARIABLE/FIXED ANNUITY CONTRACT
    

                                                             P R O S P E C T U S



   
                       STATEMENT OF ADDITIONAL INFORMATION
                                   ----------
              INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS
                                    ISSUED BY
                           NORTHSTAR VARIABLE ACCOUNT
                   (Formerly Northstar NWNL Variable Account)
                                       AND
                        RELIASTAR LIFE INSURANCE COMPANY
             (Formerly Northwestern National Life Insurance Company)

     This Statement of Additional Information is not a Prospectus, but should be
read in conjunction with the Prospectus, dated April 30, 1997 (the "Prospectus")
relating to the Individual Deferred  Variable/Fixed  Annuity Contracts issued by
Northstar Variable Account (the "Variable Account") and ReliaStar Life Insurance
Company (the "Company").  Much of the information contained in this Statement of
Additional Information expands upon subjects discussed in the Prospectus. A copy
of the  Prospectus  may be  obtained  from  Northstar  Distributors,  Inc.,  Two
Pickwick Plaza, Greenwich, Connecticut 06830.
    

     Capitalized terms used in this Statement of Additional Information that are
not  otherwise  defined  herein  shall  have the  meanings  given to them in the
Prospectus.

                                  -------------
                                TABLE OF CONTENTS
                                      Page
                                      ----

Introduction...............................................................  S-2

Administration of the Contracts............................................  S-2

Custody of Assets..........................................................  S-3

Independent Auditors.......................................................  S-3

Distribution of the Contracts..............................................  S-3

Calculation of Yield and Return............................................  S-4

Financial Statements  .....................................................  S-9

                                    ---------

   
     The date of this Statement of Additional Information is April 30, 1997.
    


                                  INTRODUCTION

     The Individual Deferred  Variable/Fixed  Annuity Contracts described in the
Prospectus are flexible purchase payment contracts. The Contracts are sold to or
in  connection  with  retirement  plans which may or may not qualify for special
federal tax treatment under the Internal Revenue Code. (See "Federal Tax Status"
on page 20 of the Prospectus.) Annuity payments under the Contracts are deferred
until a selected later date.

     Purchase  payments  may  be  allocated  to  one or  more  of the  available
Sub-Accounts of the Variable Account, a separate account of the Company,  and/or
to the Fixed Account (which is the general account of the Company).

   
     Purchase payments allocated to one or more of the available Sub-Accounts of
the Variable  Account,  as selected by the Contract  Owner,  will be invested in
shares at net asset  value of one or more of a group of  investment  funds  (the
"Investment  Funds").  The Investment Funds are currently the four portfolios of
the  Northstar  Variable  Trust  which  are  managed  by  Northstar   Investment
Management Corporation of Greenwich,  Connecticut,  which is an affiliate of the
Company,  and the two portfolios of The Variable Insurance Products Fund and the
two portfolios of the Variable  Insurance  Products Fund II which are managed by
Fidelity  Management  and  Research  Company  of  Boston,  Massachusetts.   Each
Investment  Fund pays its investment  adviser  certain fees charged  against the
assets of the  Investment  Fund.  The Variable  Account  Contract  Value and the
amount of variable annuity payments will vary, primarily based on the investment
performance  of the Investment  Funds whose shares are held in the  Sub-Accounts
selected.  (For more information about the Investment Funds, see "Investments of
the Variable Account" on page 10 of the Prospectus.)
    

     Purchase  payments  allocated  to the Fixed  Account,  which is the general
account of the Company,  will be credited  with interest at a rate not less than
3% per year.  Interest  credited in excess of 3%, if any,  will be determined at
the sole  discretion of the Company.  That part of the Contract  relating to the
Fixed Account is not  registered  under the Securities Act of 1933 and the Fixed
Account is not  subject to the  restrictions  of the  Investment  Company Act of
1940. (See Appendix A of the Prospectus.)

                         ADMINISTRATION OF THE CONTRACTS

   
     The Company  has  entered  into a contract  with  Continuum  Administrative
Services Corporation (formerly known as Vantage Computer Systems,  Inc.), Kansas
City,  Missouri ("CASC") under which CASC as assignee of the Company's  contract
with State Street Bank and Trust Company,  Boston,  Massachusetts  has agreed to
perform  certain  administrative  functions  relating to the  Contracts  and the
Variable Account. These functions include,  among other things,  maintaining the
books and records of the Variable Account and the Sub-Accounts,  and maintaining
records of the name, address,  taxpayer  identification number, Contract number,
type of  Contract  issued to each  Owner,  Contract  Value  and other  pertinent
information necessary to the administration and operation of the Contracts.  For
the years ended December 31, 1994,  1995 and 1996, the Company paid fees to CASC
under the agreement in the amount of $1,711,  $4,249 and $12,484,  respectively,
in connection with administration of the Contracts.
    

                                CUSTODY OF ASSETS

     The  Company,  whose  address  appears  on the  cover  of  the  Prospectus,
maintains custody of the assets of the Variable Account.

                              INDEPENDENT AUDITORS

   
     The financial  statements of Northstar  Variable Account and ReliaStar Life
Insurance  Company,  which are  incorporated  by reference  in the  Statement of
Additional  Information,  have been  audited by Deloitte & Touche  LLP,  400 One
Financial Plaza, 120 South 6th Street, Minneapolis, Minnesota 55402, independent
auditors, as stated in their reports which are incorporated herein by reference,
and have been so  incorporated  in reliance  upon the reports of such firm given
upon their authority as experts in accounting and auditing.
    

                          DISTRIBUTION OF THE CONTRACTS

   
     The  Contracts  will be sold by licensed  insurance  agents in those states
where the  Contracts  may be  lawfully  sold.  Such  agents  will be  registered
representatives of broker-dealers  registered under the Securities  Exchange Act
of 1934 who are members of the National Association of Securities Dealers,  Inc.
The  Contracts  will  be  distributed  by  the  General  Distributor,  Northstar
Distributors,  Inc.,  which is an affiliate  of the Company.  For the year ended
December 31, 1994, General Distributor was paid fees by the Company with respect
to the  distribution  of the  Contracts,  in the amount of $4,000.  For the year
ended  December  31,  1995,  General  Distributor  was not  paid any fees by the
Company with respect to the  distribution  of the Contracts.  For the year ended
December 31, 1996, General Distributor was paid $22,927.
    

     The offering of the Contracts is continuous.

     There are no special purchase plans or exchange privileges not described in
the Prospectus. (See "Transfers" at page 17 of the Prospectus.)

     No deduction for a sales charge is made from the purchase  payments for the
Contracts.  However,  if  part  or all of a  Contract's  value  is  surrendered,
surrender charges (which may be deemed to be contingent  deferred sales charges)
may be made by the  Company.  The method  used to  determine  the amount of such
charge is described in the  Prospectus  under the heading  "Charges  Made By The
Company - Surrender Charge (Contingent Deferred Sales Charge)" on page 12.

     Any of the charges  under the  Contract,  as well as the  minimum  purchase
payment requirements set forth in the Prospectus,  may be reduced due to special
circumstances that result in lower sales,  administrative or mortality expenses.
For  example,  special  circumstances  may  exist in  connection  with  group or
sponsored  arrangements,  sales to the Company's  policy and Contract  Owners or
those of affiliated insurance companies, or sales to employees or clients of the
Company's  affiliates.  The amount of any  reductions  will  reflect the reduced
sales effort and administrative costs resulting from, or the different mortality
experience expected as a result of, the special  circumstances.  Reductions will
not be unfairly discriminatory against any person, including the affected policy
or  Contract  owners and owners of all other  contracts  funded by the  Variable
Account.

                         CALCULATION OF YIELD AND RETURN

     CURRENT YIELD AND EFFECTIVE  YIELD.  Current yield and effective yield will
be calculated only for the VIP Money Market Portfolio Sub-Account.

     The current yield is based on a seven-day period (the "base period") and is
calculated by determining  the "net change in value" on a  hypothetical  account
having a  balance  of one  Accumulation  Unit at the  beginning  of the  period,
dividing  the net  change in  account  value 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  yield figure  carried to the
nearest  hundredth of one percent.  The effective yield is computed in a similar
manner,  except that the base period  return is  compounded by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result,
according to the following formula:

     EFFECTIVE YIELD = [(Base Period Return + 1)^ 365/7  ] - 1

     Net changes in value of a hypothetical  account will include net investment
income of the  account  (accrued  daily  dividends  as declared by the VIP Money
Market  Portfolio,  less daily expense and contract  charges to the account) for
the period,  but will not include  realized or unrealized gains or losses on its
underlying fund shares.

     The VIP Money Market Portfolio Sub-Account's yield and effective yield will
vary in  response to any  fluctuations  in  interest  rates and  expenses of the
Sub-Account.

   
     The yield and effective  yield of the  Sub-Account for the seven day period
ended December 31, 1996 were as follows:

                              Yield:    3.83%
                    Effective Yield:    3.90%
    

     STANDARDIZED  YIELD. A standardized  yield computation may be used for bond
Sub-Accounts.  The  yield  quotation  will be based  on a recent  30 day (or one
month)  period,  and is  computed  by  dividing  the net  investment  income per
Accumulation  Unit earned during the period by the maximum offering price on the
last day of the period according to the following formula:


     YIELD = 2[((((a - b)/cd) + 1)^6) - 1]

Where:

     a    = net  investment  earned  during the period by the Fund or  Portfolio
            attributable to shares owned by the Sub-Account.

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

     c    = the average daily number of Accumulation  Units  outstanding  during
            the period.

     d    = the maximum offering price per Accumulation  Unit on the last day of
            the period.

     Yield on each Sub-Account is earned from dividends declared and paid by the
underlying  Fund or  Portfolio,  which are  automatically  reinvested in Fund or
Portfolio shares.

   
     Following are the  standardized  yields for the bond  sub-accounts  for the
month ended December 31, 1996:

                                    Northstar                 Northstar
                                    Multi-Sector              High Yield
                                    Bond Fund                 Bond Fund
                                    ---------                 ---------
                                       6.83%                     7.81%
    

     AVERAGE  ANNUAL  TOTAL  RETURNS.  From time to time,  sales  literature  or
advertisements  may also quote  average  annual total returns for one or more of
the Sub-Accounts for various periods of time.

     Average annual total returns  represent the average annual compounded rates
of return that would equate an initial  investment of $1,000 under a Contract to
the  redemption  value  of that  investment  as of the  last  day of each of the
periods.  The ending date for each period for which total return  quotations are
provided will be for the most recent month-end practicable, considering the type
and media of the communication and will be stated in the communication.

     Average  annual total returns will be  calculated  using  Sub-Account  unit
values  which  the  Company  calculates  on each  Valuation  Date  based  on the
performance of the Sub-Account's  underlying  Portfolio,  the deductions for the
Mortality and Expense Risk Premiums,  the Administration  Charge, and the Annual
Contract Charge. The calculation  assumes that the Annual Contract Charge is $35
per year per Contract deducted at the end of each Contract Year. For purposes of
calculating  average annual total return,  an average per dollar Annual Contract
Charge  attributable  to the  hypothetical  account for the period is used.  The
calculation also assumes  surrender of the Contract at the end of the period for
the return  quotation.  Total returns will therefore  reflect a deduction of the
Surrender  Charge for any period less than seven  years.  The total  return will
then be calculated according to the following formula:


     TR   = ((ERV/P)^1/N) - 1

     Where:

     TR   = The  average  annual  total  return  net  of  Sub-Account  recurring
            charges.

     ERV  = the ending redeemable value (net of any applicable surrender charge)
            of the hypothetical account at the end of the period.

     P    = a hypothetical initial payment of $1,000.

     N    = the number of years in the period.

     Such average annual total return  information  for the  Sub-Accounts  is as
follows:

<TABLE>
<CAPTION>

                                                                                                              FOR THE PERIOD FROM
                                                                                                               DATE OF INCEPTION
                                    FOR THE 1-YEAR PERIOD    FOR THE 5-YEAR PERIOD   FOR THE 10-YEAR PERIOD     OF SUB-ACCOUNT
SUB-ACCOUNT                              ENDED 12/31/96          ENDED 12/31/96          ENDED 12/31/96            TO 12/31/96 
- -----------                              --------------          --------------          --------------            ----------- 
<S>                                           <C>                  <C>                      <C>                     <C>   
Northstar Income and Growth Fund
(Sub-Account  Inception:  05/06/94)           5.86%                 N/A                      N/A                     10.70%

Northstar Growth Fund
(Sub-Account Inception:  05/06/94)            15.03%                N/A                      N/A                     16.00%

Northstar Multi-Sector Bond Fund
(Sub-Account  Inception: 05/06/94)            5.35%                 N/A                      N/A                      8.12%

Northstar High Yield Bond Fund
(Sub-Account  Inception:  05/06/94)           8.45%                 N/A                      N/A                      9.77%

VIP Overseas Portfolio
(Sub-Account Inception:  05/01/95)            5.29%                 N/A                      N/A                      3.64%

VIP II Asset Manager Portfolio
(Sub-Account Inception:  05/01/95)            6.66%                 N/A                      N/A                      5.27%

VIP II Index 500 Portfolio
(Sub-Account Inception:  05/01/95)           14.76%                 N/A                      N/A                     12.65%

</TABLE>

     From time to time,  sales  literature or  advertisements  may quote average
annual total  returns for periods prior to the date the  Sub-Accounts  commenced
operations. Such performance information for the Sub-Accounts will be calculated
based  on  the  performance  of the  Portfolios  and  the  assumption  that  the
Sub-Accounts  were in existence for the same periods as those  indicated for the
Portfolios, with the level of Contract charges currently in effect.

     Such average annual total return  information  for the  Sub-Accounts  is as
follows:

<TABLE>
<CAPTION>

                                                                                                              FOR THE PERIOD FROM
                                                                                                               DATE OF INCEPTION
                                    FOR THE 1-YEAR PERIOD    FOR THE 5-YEAR PERIOD   FOR THE 10-YEAR PERIOD     OF SUB-ACCOUNT
SUB-ACCOUNT                              ENDED 12/31/96          ENDED 12/31/96          ENDED 12/31/96            TO 12/31/96 
- -----------                              --------------          --------------          --------------            ----------- 
<S>                                           <C>                  <C>                      <C>                     <C>   
Northstar Income and Growth Fund
(Portfolio Inception:  05/06/94)              5.86%                 N/A                      N/A                     10.70%

Northstar Growth Fund
(Portfolio Inception:  05/06/94)              15.03%                N/A                      N/A                     16.00%

Northstar Multi-Sector Bond Fund
(Portfolio Inception: 05/06/94)               5.35%                 N/A                      N/A                      8.12%

Northstar High Yield Bond Fund
(Portfolio Inception:  05/06/94)              8.45%                 N/A                      N/A                      9.77%

VIP Overseas Portfolio
(Portfolio Inception: 01/28/87)               5.29%                 7.03%                    N/A                      6.36%

VIP II Asset Manager Portfolio
(Portfolio Inception:  09/06/89)              6.66%                 9.18%                    N/A                     10.12%

VIP II Index 500 Portfolio
(Portfolio Inception: 08/27/92)              14.76%                 N/A                      N/A                     14.92%

</TABLE>

     The  Company  may  also  disclose  average  annual  total  returns  for the
Investment  Funds'  Portfolios since their inception,  including such disclosure
for periods prior to the date the Variable Account commenced operations.

     Such average  annual total return  information  for the  Portfolios  of the
Investment Funds is as follows:

<TABLE>
<CAPTION>

                                                                                                              FOR THE PERIOD FROM
                                                                                                               DATE OF INCEPTION
                                    FOR THE 1-YEAR PERIOD    FOR THE 5-YEAR PERIOD   FOR THE 10-YEAR PERIOD     OF SUB-ACCOUNT
SUB-ACCOUNT                              ENDED 12/31/96          ENDED 12/31/96          ENDED 12/31/96            TO 12/31/96 
- -----------                              --------------          --------------          --------------            ----------- 
<S>                                          <C>                   <C>                      <C>                     <C>   
Northstar Income and Growth Fund
(Portfolio Inception:  05/06/94)             13.80%                 N/A                      N/A                     13.75%

Northstar Growth Fund
(Portfolio Inception:  05/06/94)             22.78%                 N/A                      N/A                     18.76%

Northstar Multi-Sector Bond Fund
(Portfolio Inception: 05/06/94)              13.28%                 N/A                      N/A                     11.27%

Northstar High Yield Bond Fund
(Portfolio Inception:  05/06/94)             16.20%                 N/A                      N/A                     12.66%

VIP Overseas Portfolio
(Portfolio Inception:  01/28/87)             13.22%                 9.13%                    N/A                      7.91%

VIP II Asset Manager Portfolio
(Portfolio Inception:  09/06/89)             14.60%                11.26%                    N/A                     11.70%

VIP II Index 500 Portfolio
(Portfolio Inception:  08/27/92)             22.82%                 N/A                      N/A                     17.11%

</TABLE>

     OTHER TOTAL RETURNS.  From time to time, sales literature or advertisements
may quote average annual total returns for the Sub-Accounts  that do not reflect
the Surrender  Charge.  Such  performance  information  may quote average annual
total returns for periods during which the  Sub-Accounts  were operating and for
periods prior to the date the Sub-Accounts  commenced operations.  These returns
are calculated in exactly the same way as average annual total returns described
above,  except that the ending redeemable value of the hypothetical  account for
the period is  replaced  with an ending  value for the period that does not take
into account any charges on amounts  surrendered or withdrawn.  Such information
is as follows:

<TABLE>
<CAPTION>


                                             RETURNS SINCE DATE SUB-ACCOUNTS COMMENCED OPERATIONS
                                             ----------------------------------------------------


                                                                                                              FOR THE PERIOD FROM
                                                                                                               DATE OF INCEPTION
                                    FOR THE 1-YEAR PERIOD    FOR THE 5-YEAR PERIOD   FOR THE 10-YEAR PERIOD     OF SUB-ACCOUNT
SUB-ACCOUNT                              ENDED 12/31/96          ENDED 12/31/96          ENDED 12/31/96            TO 12/31/96 
- -----------                              --------------          --------------          --------------            ----------- 
<S>                                           <C>                  <C>                      <C>                     <C>   
Northstar Income and Growth Fund
(Sub-Account Inception:  05/06/94)           12.16%                 N/A                      N/A                     12.12%

Northstar Growth Fund
(Sub-Account Inception:  05/06/94)           21.33%                 N/A                      N/A                     17.31%

Northstar Multi-Sector Bond Fund
(Sub-Account  Inception: 05/06/94)           11.65%                 N/A                      N/A                      9.60%

Northstar High Yield Bond Fund
(Sub-Account Inception:  05/06/94)           14.75%                 N/A                      N/A                     11.21%

VIP Overseas Portfolio
(Sub-Account Inception: 05/01/95)            11.59%                 N/A                      N/A                      7.28%

VIP II Asset Manager Portfolio
(Sub-Account Inception: 05/01/95)            12.96%                 N/A                      N/A                      8.87%

VIP II Index 500 Portfolio
(Sub-Account Inception: 05/01/95)            21.06%                 N/A                      N/A                     16.09%

</TABLE>

<TABLE>
<CAPTION>

                                         RETURNS INCLUDING PERIOD PRIOR TO DATE SINCE SUB-ACCOUNTS COMMENCED OPERATIONS
                                         ------------------------------------------------------------------------------


                                                                                                              FOR THE PERIOD FROM
                                                                                                               DATE OF INCEPTION
                                    FOR THE 1-YEAR PERIOD    FOR THE 5-YEAR PERIOD   FOR THE 10-YEAR PERIOD     OF SUB-ACCOUNT
SUB-ACCOUNT                              ENDED 12/31/96          ENDED 12/31/96          ENDED 12/31/96            TO 12/31/96 
- -----------                              --------------          --------------          --------------            ----------- 
<S>                                           <C>                  <C>                      <C>                     <C>   
Northstar Income and Growth Fund
(Portfolio Inception:  05/06/94)             12.16%                 N/A                      N/A                     12.12%

Northstar Growth Fund
(Portfolio Inception:  05/06/94)             21.33%                 N/A                      N/A                     17.31%

Northstar Multi-Sector Bond Fund
(Portfolio Inception: 05/06/94)              11.65%                 N/A                      N/A                      9.60%

Northstar High Yield Bond Fund
(Portfolio Inception:  05/06/94)             14.75%                 N/A                      N/A                     11.21%

VIP Overseas Portfolio
(Portfolio Inception:  01/28/87)             11.59%                 7.58%                    N/A                      6.36%

VIP II Asset Manager Portfolio
(Portfolio Inception:  09/06/89)             12.96%                 9.68%                    N/A                     10.12%

VIP II Index 500 Portfolio
(Portfolio Inception:  08/27/92)             21.06%                 N/A                      N/A                     15.44%

</TABLE>


     The  Investment  Funds have provided the total return  information  for the
Portfolios,  including the Portfolio total return  information used to calculate
the total returns of the  Sub-Accounts for periods prior to the inception of the
Sub-Accounts.  The Variable  Insurance  Products Fund and the Variable Insurance
Products Fund II are not affiliated with the Company.

     The Company may disclose  Cumulative  Total Returns in conjunction with the
standard  formats   described  above.  The  Cumulative  Total  Returns  will  be
calculated using the following formula:

     CTR  = ERV/P - 1

     Where:

     CTR  = the Cumulative Total Return net of Sub-Account recurring charges for
            the period.

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

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

   
     EFFECT OF THE ANNUAL  CONTRACT  CHARGE ON  PERFORMANCE  DATA.  The Contract
provides for a $35 Annual Contract Charge to be deducted  annually at the end of
each Contract  Year,  from the  Sub-Accounts  and the Fixed Account based on the
proportion  that the value of each  such  account  bears to the  total  Contract
Value.  For purposes of reflecting the Annual Contract Charge in yield and total
return  quotations,  the annual  charge is converted  into an annual  charge per
$1,000 invested based on the Annual Contract Charges  collected from the average
total assets of the Variable  Account and Fixed Account during the calendar year
ending December 31, 1996.
    

                              FINANCIAL STATEMENTS

   
     The Statement of Additional Information incorporates by reference Financial
Statements  for the Variable  Account for the period of May 6, 1994 (the date on
which the Variable Account commenced  operations) to December 31, 1996. Deloitte
& Touche LLP serves as independent  auditors for the Variable Account.  Although
the financial  statements are audited,  the period they cover is not necessarily
indicative of the longer term performance of the assets in the Variable Account.

     The Company's statements of financial condition as of December 31, 1996 and
1995, and the related  statements of operations,  shareholder's  equity and cash
flows for the years ended December 31, 1996 and 1995 which are  incorporated  by
reference in this Statement of Additional Information, should be considered only
as bearing on the Company'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 Variable Account.



                           NORTHSTAR VARIABLE ACCOUNT
                          Independent Auditors' Report*
                      Statement of Assets and Liabilities*
         Statement of Operations and Changes in Contract Owners' Equity*
                         Notes to Financial Statements*
                                December 31, 1996


*    Incorporated  by  reference  to the  Registrant's  1996  Annual  Report  to
     Contract Holders filed on February 23, 1997.


                        RELIASTAR LIFE INSURANCE COMPANY
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                         Independent Auditors' Report**
                          Consolidated Balance Sheets**
                       Consolidated Statements of Income**
                Consolidated Statements of Shareholder's Equity**
                     Consolidated Statements of Cash Flows**
                  Notes to Consolidated Financial Statements**
                                December 31, 1996


**   Incorporated  by reference  to the  financial  statements  contained in the
     Prospectus filed as part of  Pre-effective  Amendment No. 1 to the Form S-6
     Registration Statement of Select*Life Variable Account, File No. 333-18517,
     filed on March 31, 1997.
    



PART C.  OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements:

          Part A: None
   
          Part B: NORTHSTAR VARIABLE ACCOUNT*
          -----------------------------------

                  Independent Auditors' Report
                  Statement of Assets and Liabilities, December 31, 1996
                  Combined Statements of Operations and Changes in
                  Contract Owners' Equity, Yeares Ended December 31, 1996 and
                    1995 and for the Period from May 6, 1994 to 
                    December 31, 1994
                  Notes to Financial Statements

                  RELIASTAR LIFE INSURANCE COMPANY**
                  ----------------------------------

                  Independent Auditors' Report
                  Consolidated Balance Sheets, December 31, 1996 and 1995
                  Consolidated Statements of Operations, Years Ended
                    December 31, 1996 and 1995
                  Consolidated Statements  of  Shareholders' Equity, Years Ended
                    December 31, 1996 and 1995
                  Consolidated Statements of Cash Flows, Years Ended
                    December 31, 1996 and 1995
                  Notes to Consolidated Financial Statements

     (b)  Exhibits:

     (1)  Resolution of the Board of Directors of Depositor changing the name of
          Registrant   to  Northstar   Variable   Account.   Insurance   Company
          ("Depositor")    establishing    the   NSR/NWNL    Variable    Account
          ("Registrant")  and  changing  its  name  to  Northstar/NWNL  Variable
          Account.+

          Resolutions  of the Board of Directors of Depositor  changing the name
          of Registrant to Northstar Variable Account.

     2.   Not Applicable.

     3.   (a) General  Distribuor  Agreement  between  Depositor  and  Northstar
              Distributors, Inc.+

          (b)  Form of  agreement  between  Depositor  and  broker-dealers  with
               respect to the sale of contracts. +

     4.   Form of Contract.+

     5.   Contract Application Form.+

     6.   (a) Amended Articles of Incorporation of Depositor.++

          (b) Amended Bylaws of Depositor.++

     7.   Not Applicable.


     8.   (a)  Agreement  with  Continuum  Administrative  Services  Corporation
               (formerly known as Vantage Computer Systems, Inc.).+

          (b)  Participation   Agreement  with  Fidelity's   Variable  Insurance
               Products Fund and Fidelity Distributors Corporation and Amendment
               numbers 1 through 8.++

          (c)  Participation   Agreement  with  Fidelity's   Variable  Insurance
               Products  Fund  II  and  Fidelity  Distributors  Corporation  and
               Amendment numbers 1 through 7.++

          (d)  Form of Service  Agreement  and Service  Contract  with  Fidelity
               Investments  Institutional Operations Company, Inc. dated January
               1, 1997.

     9.   Opinion  and  consent of Stewart  D. Gregg as to the  legality  of the
          securities being registered.
    
     10.  Independent Auditors' Consent.

     11.  Not Applicable.

     12.  Not Applicable.

     13.  Schedules for Computation of Performance Quotations.

   
     14.  Financial Data  Schedule,  filed hereto  electronically  as Exhibit 27
          pursuant to Rule 401 of Regulation S-T.

     15.  Powers of Attorney.++

*    Incorporated  by  reference  to the  Registrant's  1996  Annual  Report  to
     Contract Holders filed on February 23, 1997.

**   Incorporated  by reference  to the  financial  statements  contained in the
     Prospectus filed as part of  Pre-effective  Amendment No. 1 to the Form S-6
     Registration Statement of Select*Life Variable Account, File No. 333-18517,
     filed on March 31, 1997 .

+    Incorporated  by  reference  to  Post-effective  Amendment  No.  2  to  the
     Registrant's Form N-4 Registration Statement,  File No. 33-73058,  filed on
     April 23, 1996.

++   Incorporated  by  reference  to the  Form  S-6  Registration  Statement  of
     Select*Life  Variable Account,  File No.  333-18517,  filed on December 23,
     1996.
    

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

         DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>

      NAME                       POSITIONS AND OFFICES WITH DEPOSITOR
      ----                       ------------------------------------
<S>                              <C> 
   
      John G. Turner             Director, Chairman, and Chief Executive Officer
      John H. Flittie            Director, Vice Chairman, President, and Chief Operating Officer
      Susan M. Bergen            Secretary
      R. Michael Conley          Director and Senior Vice President - ReliaStar Employee Benefits
      Richard R. Crowl           Director, Senior Vice President, and General Counsel
      Wayne R. Huneke            Director, Senior Vice President, Chief Financial Officer, and Treasurer
      William R. Merriam         Director and Senior Vice President - ReliaStar Reinsurance Group
      Robert C. Salipante        Director and Senior Vice President - Personal Financial Operations
      Donald L. Swanson          Director and Senior Vice President - ReliaStar Retirement Plans
      Steven W. Wishart          Director, Senior Vice President, and Chief Investment Officer
      Kenneth U. Kuk             Director and Senior Vice President - ReliaStar Asset Division and Strategic
                                    Marketing
    

</TABLE>

     The  principal  business  address of each of the  foregoing  directors  and
executive officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

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

     Registrant is a separate account of Depositor,  established by the Board of
Directors of Depositor in 1992  pursuant to the laws of the State of  Minnesota.
Depositor is a direct,  wholly-owned  subsidiary of ReliaStar Financial Corp., a
Delaware Corporation.

   
     A chart identifying the subsidiaries of ReliaStar Financial Corp. and their
relationship  to one  another,  is  incorporated  by  reference  to  Item  26 of
Post-effective  Amendment  No.  11 to the Form  N-4  Registration  Statement  of
ReliaStar  Bankers  Security  Variable  Annuity  Funds  M, P,  and Q,  File  No.
33-11489, filed February 28, 1997.
    

     The financial statements of each subsidiary of Depositor,  other than those
of the mutual funds,  are  consolidated  with those of Depositor.  The financial
statements  of the mutual funds are  separately  filed with the  Securities  and
Exchange Commission.

ITEM 27. NUMBER OF CONTRACT OWNERS

   
     As of February  28,  1997,  there were 183 owners of the  Contracts,  82 of
which were owners of qualified contracts.
    

ITEM 28. INDEMNIFICATION


     Reference is hereby made to Section 5.01 of Depositor's Bylaws, filed as an
Exhibit  to  this  Registration  Statement.  The  Bylaws  of  Depositor  mandate
indemnification  by Depositor  of its  directors,  officers and certain  others,
including  directors,  officers,  employees and agents under certain conditions.
Section 4.01 of the Bylaws of Management mandates  indemnification by Management
of  its  directors   and  officers   under   certain   conditions.   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted  to  directors,  officers  and  controlling  persons of  Depositor  or
Management,  pursuant to the foregoing  provisions  or otherwise,  Depositor and
Management  have 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  Depositor  of expenses
incurred or paid by a director or officer or controlling  person of Depositor or
Management  in the  successful  defense of any action,  suit or  proceeding)  is
asserted  by such  director,  officer  or  controlling  person of  Depositor  or
Management in connection  with the  securities  being  registered,  Depositor or
Management,  as the case may be, 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 or not such indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

     An insurance  company  blanket  bond is  maintained  providing  $25,000,000
coverage for Depositor and Management, subject to a $500,000 deductible.

ITEM 29. PRINCIPAL UNDERWRITERS

   
     (a)   Northstar   Distributors,   Inc.   ("Distributors"),   the  principal
underwriter  of the  Contracts,  also acts as the principal  underwriter  of the
Northstar Variable Trust, an open-end, diversified management investment company
registered under the Investment Company Act of 1940.
    

     (b) The directors and officers of Distributors are as follows:


         DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>


   
         NAME                               POSITIONS AND OFFICES WITH DISTRIBUTORS
         ----                               ---------------------------------------
          <S>                               <C>
         John H. Flittie                    Director
         Mark L. Lipson                     Director and Chairman
         Robert J. Adler                    President
         John G. Turner                     Director
         Stephen Vondrak                    Vice President
         Mark Sfarra                        Vice President
         Gertrude Purus                     Vice President
         Richard Francis                    Regional Vice President
         Richard Galloway                   Regional Vice President
         Hyman Glasman                      Regional Vice President
         Charles Dolce                      Regional Vice President
         Mark Blinder                       Regional Vice President
         Dan Leonard                        Regional Vice President
         Steven K. O'Brien                  Regional Vice President
         David Linton                       Regional Vice President
         Scott Castleberry                  Regional Vice President
         Agnes Mullady                      Vice President and Treasurer
    

</TABLE>

     The  principal  business  address of each of the  foregoing  directors  and
executive officers,  except Messrs.  Flittie, Turner and Huneke, is Two Pickwick
Plaza, Greenwich, Connecticut, 06830. The principal business address for Messrs.
Flittie,  Turner  and  Huneke,  is  20  Washington  Avenue  South,  Minneapolis,
Minnesota 55401.

   
     (c) For the year ended December 31, 1996, Northstar  Distributors  received
$22,927 in connection with distribution of the Contracts.
    

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

     The  accounts  and  records of  Registrant  are  located at the  offices of
Depositor at 20 Washington Avenue South, Minneapolis, Minnesota 55401 and at the
offices of Continuum  Administrative  Services  Corporation  (formerly  known as
Vantage Computer  Systems,  Inc.), 301 West 11th Street,  Kansas City,  Missouri
64105.

ITEM 31. MANAGEMENT SERVICES

         Not applicable.

ITEM 32. UNDERTAKINGS

     Registrant  will  file a  post-effective  amendment  to  this  Registration
Statement as  frequently  as is  necessary to ensure that the audited  financial
statements in this Registration  Statement are never more than 16 months old for
so long as payments under the Contracts may be accepted.

     Registrant will include either (1) as part of any application to purchase a
Contract  offered  by the  Prospectus,  a space that an  applicant  can check to
request a  Statement  of  Additional  Information,  or (2) a postcard or similar
written  communication  affixed  to or  included  in  the  Prospectus  that  the
applicant can remove to send for a Statement of Additional Information.

     Registrant  will deliver any  Statement of Additional  Information  and any
financial statements required to be made available under this form promptly upon
written or oral request.

     The Company and the Variable  Account rely on a no-action  letter issued by
the Division of Investment  Management to the American Council of Life Insurance
on November 28, 1988 and represent that the conditions  enumerated  therein have
been or will be compiled with.

   
     The fees and charges  deducted  under the  Contract in the  aggregate,  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by ReliaStar Life Insurance Company.
    


                                   SIGNATURES
   
As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,   Registrant   certifies  that  it  meets  all  of  the   requirements  of
effectiveness of this Amendment to the Registration  Statement  pursuant to Rule
485(b)  under the  Securities  Act of 1933 and has caused this  Amendment to the
Registration  Statement to be signed on its behalf,  in the City of  Minneapolis
and State of Minnesota, on this 18th day of April, 1997.

                                  NORTHSTAR VARIABLE ACCOUNT
                                          (Registrant)

                                  By RELIASTAR LIFE INSURANCE COMPANY
                                            (Depositor)

                                  By /S/ JOHN G. TURNER
                                     -------------------------
                                     John G. Turner, Chairman
                                     and Chief Executive Officer

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  Depositor has caused this Amendment to the  Registration  Statement to be
signed on its behalf, in the City of Minneapolis and State of Minnesota, on this
18th day of April, 1997.

                                  RELIASTAR LIFE INSURANCE COMPANY
                                              (Depositor)

                                  By /S/ JOHN G. TURNER
                                     ---------------------------
                                     John G. Turner, Chairman
                                     and Chief Executive Officer

As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement  has been  signed  on this 18th day of  April,  1997 by the  following
directors and officers of Depositor in the capacities indicated:

         /S/ JOHN G. TURNER         Chairman and Chief Executive Officer
         ------------------
         John G. Turner

         /S/WAYNE R. HUNEKE         Senior Vice President, Chief Financial 
         ------------------            Officer and Treasurer
         Wayne R. Huneke

         /S/ CHRIS D. SCHREIER      Second Vice President and Controller
         ---------------------
         Chris D. Schreier

R. Michael Conley          Wayne R. Huneke           Robert C. Salipante
Richard R. Crowl           Kenneth U. Kuk            Donald L. Swanson
John H. Flittie            William R. Merriam        John G. Turner
                                                     Steven W. Wishart

A majority of the Board of Directors

Stewart D. Gregg, by signing his name hereto,  does hereby sign this document on
behalf of each of the above-named  directors of ReliaStar Life Insurance Company
pursuant to powers of attorney duly executed by such persons.


                                           /S/ STEWART D. GREGG
                                           ----------------------------------
                                           Stewart D. Gregg, Attorney-In-Fact

    


                                  EXHIBIT INDEX
   
(b)  Exhibits:

1.   Resolution  of the Board of  Directors  of  Depositor  changing the name of
     Registrant to Northstar Variable Account.

8(d).Form of Service  Agreement and Service  Contract with Fidelity  Investments
     Institutional Operations Company, Inc. dated January 1, 1997.

9.   Opinion  and  consent  of  Stewart  D.  Gregg  as to  the  legality  of the
     securities being registered.

10.  Independent Auditors' Consent of Deloitte & Touche LLP.

13.  Schedules for Computation of Performance Quotations.

14.  Financial Data Schedule, filed hereto electronically as Exhibit 27 pursuant
     to Rule 401 of Regulation S-T.

    



                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

                                BOARD RESOLUTIONS


     WHEREAS,  Effective  August 1, 1996 the name of Northwestern  National Life
Insurance  Company  (the  "Corporation")  will  be  changed  to  ReliaStar  Life
Insurance Company;

     WHEREAS,  The Corporation has determined that it is in its best interest to
change the names of its separate  accounts in accordance with the  Corporation's
new name;

     NOW,  THEREFORE,  BE IT  RESOLVED,  That  the  names  of the  Corporation's
separate accounts be changed as follows, effective August 1, 1996:

NAME PRIOR TO AUGUST 1, 1996                NAME EFFECTIVE AUGUST 1, 1996
- ----------------------------                -----------------------------

MFS/NWNL Variable Account           MFS/ReliaStar Variable Account

NWNL Select Variable Account        ReliaStar Select Variable Account

Northstar/NWNL Variable Account     Northstar Variable Account

NWNL Variable Annuity Account B     ReliaStar Variable Annuity Account B

     FURTHER  RESOLVED,   That  the  officers  of  the  Corporation  are  hereby
authorized  to execute or cause to be executed all such  documents,  and to take
all such other  actions as such officers may deem  necessary,  to give effect to
the foregoing resolution.


                                SERVICE CONTRACT


WITH RESPECT TO SHARES OF:

(  )     Variable Insurance Products Fund - High Income Portfolio
(  )     Variable Insurance Products Fund - Equity-Income Portfolio
(  )     Variable Insurance Products Fund - Growth Portfolio
(  )     Variable Insurance Products Fund - Overseas Portfolio
(  )     Variable Insurance Products Fund II - Investment Grade Bond Portfolio
(  )     Variable Insurance Products Fund II - Asset Manager Portfolio
(  )     Variable Insurance Products Fund II - Contrafund Portfolio
(  )     Variable Insurance Products Fund II - Asset Manager:  Growth Portfolio
(  )     Variable Insurance Products Fund III - Growth Opportunities Portfolio
(  )     Variable Insurance Products Fund III - Balanced Portfolio
(  )     Variable Insurance Products Fund III - Growth & Income Portfolio

To Fidelity Distributors Corporation:

We desire to enter into a Contract with you for  activities  in connection  with
the  distribution  of shares and the servicing of shareholders of the Fund noted
above (the "Fund") of which you are the principal  underwriter as defined in the
Investment  Company  Act of 1940 (the "Act") and for which you are the agent for
the continuous distribution of shares.

THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:

1. We shall  provide  distribution  and  certain  shareholder  services  for our
clients who own Fund shares  ("clients"),  which  services may include,  without
limitations:  sale of shares of the Fund;  answering client inquiries  regarding
the  Fund;   assistance  to  clients  in  changing  dividend  options,   account
designations and addresses;  performance of subaccounting;  processing  purchase
and redemption  transactions,  including automatic  investment and redemption of
client account cash balances;  providing periodic  statements showing a client's
account balance and the integration of such statements with other  transactions;
arranging for bank wires;  and providing such other  information and services as
you reasonably may request.

2. We shall provide such office space and  equipment,  telephone  facilities and
personnel  (which may be all or any part of the space,  equipment and facilities
currently  used in our business,  or all or any personnel  employed by us) as is
necessary or beneficial for providing  information  and services to shareholders
of the Fund, and to assist you in servicing accounts of clients.

3. We agree to  indemnify  and hold you,  the Fund,  and the Fund's  adviser and
transfer  agent  harmless  from any and all direct or  indirect  liabilities  or
losses resulting from requests, directions, actions or inactions, of or by us or
our officers, employees or agents regarding the purchase,  redemption,  transfer
or registration of shares for our clients.  Such  indemnification  shall survive
the termination of this Contract.

Neither we nor any of our officers,  employees or agents are  authorized to make
any  representation  concerning  Fund shares except those  contained in the then
current Fund  Prospectus,  copies of which will be supplied by you to us; and we
shall have no authority to act as agent for the Fund or for you.

4. In consideration of the services and facilities described herein, we shall be
entitled  to  receive,  and you shall  cause to be paid to us by  yourself or by
Fidelity  Management & Research  Company,  investment  adviser of the Fund, such
fees  as  are  set  forth  in  the  accompanying  "Fee  Schedule  for  Qualified
Recipients."  We  understand  that the payment of such fees has been  authorized
pursuant to a Service  Plan  approved by the Board of Trustees of the Fund,  and
those Trustees who are not  "interested  persons" of the Fund (as defined in the
Act) and who have no direct or indirect  financial  interest in the operation of
the Service Plan or in any agreements  related to the Service Plan  (hereinafter
referred to as "Qualified  Trustees"),  and  shareholders of the Fund, that such
fees will be paid out of the fees paid to the Fund's  investment  adviser,  said
adviser's past profits or any other source  available to said adviser;  that the
cost of the Fund for such fees shall not exceed the amount of the  advisory  and
service  fee;  and that such fees are subject to change  during the term of this
Contract and shall be paid only so long as this Contract is in effect.

5. We agree to conduct our activities in accordance with any applicable  federal
or state  laws,  including  securities  laws and any  obligation  thereunder  to
disclose to our clients the receipt of fees in connection with their  investment
in the Fund.

6. You reserve the right, at your discretion and without notice,  to suspend the
sale of shares or withdraw the sale of shares of the Fund.

7. This Contract  shall  continue in force for one year from the effective  date
(see below),  and thereafter shall continue  automatically for successive annual
periods,  provided  such  continuance  is  specifically  subject to  termination
without penalty at any time if a majority of the Fund's Qualified  Trustees vote
to  terminate  or not to  continue  the  Service  Plan.  This  Contract  is also
terminable without penalty at any time the Service Plan is terminated by vote of
a majority of the Fund's  outstanding  voting  securities  upon 60 days' written
notice  thereof  to us.  This  Contract  may also be  terminated  by us, for any
reason, upon 15 days' written notice to you.  Notwithstanding anything contained
herein,  in the event that the Service Plan shall  terminate or we shall fail to
perform the distribution  and shareholder  servicing  functions  contemplated by
this Contract,  such  determination to be made in good faith by the Fund or you,
this Contract is terminable effective upon receipt of notice thereof by us. This
Contract will also  terminate  automatically  in the event of its assignment (as
defined in the Act).

8. All communications to you shall be sent to you at your offices, 82 Devonshire
Street,  Boston,  MA 02109.  Any  notice to us shall be duly  given if mailed or
telegraphed to us at the address shown in this Contract.

9.  This  Contract  shall  be  construed  in  accordance  with  the  laws of the
Commonwealth of Massachusetts.

Very truly yours,


________________________________________________________________________________
Name of Qualified Recipient (Please Print or Type)

________________________________________________________________________________
Street                           City                  State        Zip Code

By:_____________________________________________________________________________
         Authorized Signature

Date:________________________


NOTE:  Please  return two signed  copies of this  Service  Contract  to Fidelity
Distributors  Corporation.  Upon  acceptance,  one  countersigned  copy  will be
returned to you/

FOR INTERNAL USE ONLY:
EFFECTIVE DATE:  JANUARY 1, 1997




                                SERVICE AGREEMENT


     This  Agreement is entered into and effective as of the 1st day of January,
1997, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
("FIIOC") and RELIASTAR LIFE INSURANCE COMPANY, ("Company").

     WHEREAS,  FIIOC provides  transfer  agency and other services to Fidelity's
Variable  Insurance  Products  Fund,  Variable  Insurance  Products  Fund II and
Variable Insurance Products Fund III (collectively "Funds"); and

     WHEREAS,  the  services  provided  by FIIOC on behalf of the Funds  include
responding to inquires  about the Funds,  including the provision of information
about the Funds' investment objectives, investment policies, portfolio holdings,
etc.; and

     WHEREAS,  Company,  ReliaStar  Bankers Security Life Insurance  Company and
Northern Life Insurance Company (together "Affiliates") hold shares of the Funds
in order to fund certain variable annuity  contracts,  group annuity  contracts,
and/or variable life insurance policies,  the beneficial  interests in which are
held by individuals,  plan trustees, or others who look to Affiliates to provide
information about the Funds similar to the information provided by FIIOC; and

     WHEREAS,  Affiliates  and one or more of the Funds have entered into one or
more  Participation  Agreements,  under  which  Affiliates  agree not to provide
information  about the Funds  except for  information  provided  by the Funds or
their designees; and

     WHEREAS,  FIIOC desires that Company  shall cause  Affiliates to be able to
respond to inquiries  about the Funds from individual  variable  annuity owners,
participants  in group annuity  contracts  issued by  Affiliates  and owners and
participant  under  variable life insurance  polices  issued by Affiliates,  and
prospective customers for any of the above; and

     WHEREAS, FIIOC and Company recognize that Affiliates' efforts in responding
to customer  inquiries  will reduce the burden that such inquires would place on
FIIOC should such inquiries be directed to FIIOC; and

     WHEREAS, FIIOC and Company have previously entered into a similar agreement
and are desirous of replacing said agreement with a new agreement.

     NOW, THEREFORE, the parties do agree as follows:

     1.  INFORMATION  TO BE PROVIDED TO  AFFILIATES.  FIIOC agrees to provide to
Affiliates,  on a periodic  basis,  directly or through a designee,  information
about the Funds' investment objectives, investment policies, portfolio holdings,
performance,  etc. The content and format of such information shall be as FIIOC,
in its sole discretion, shall choose. FIIOC may change the format and/or content
of such informational  reports, and the frequency with which such information is
provided.  For  purposes  of Section  4.2 of each of  Affiliates'  Participation
Agreement(s)  with the Funds,  FIIOC  represents  that it is the designee of the
Funds,  and  Affiliates  may  therefore  use the  information  provided by FIIOC
without seeking additional permission from the Funds.

     2. USE OF  INFORMATION BY  AFFILIATES.  Affiliates may use the  information
provided by FIIOC in communications to individuals, plan trustees, or others who
have  legal  title or  beneficial  interest  in the  annuity  or life  insurance
products issued by Affiliates, and to prospective purchasers of such products or
beneficial  interests  thereunder.  If such  information is contained as part of
larger  pieces of sales  literature,  advertising,  etc.,  such pieces  shall be
furnished  for review to the Funds in accordance  with the terms of  Affiliates'
Participation  Agreements  with the Funds.  Nothing herein shall give Affiliates
the right to expand upon,  reformat or otherwise alter the information  provided
by FIIOC.  Affiliates  acknowledge that the information,  provided them by FIIOC
may need to be supplemented with additional qualifying  information,  regulatory
disclaimers,  or other information  before it may be conveyed to persons outside
Affiliates.

     3.  COMPENSATION  TO COMPANY.  In recognition of the fact that Company will
cause  Affiliates  to respond to inquiries  that  otherwise  would be handled by
FIIOC, FIIOC agrees to pay the Affiliates, in proportion to their Fund holdings,
a quarterly fee computed as follows:

     At the close of each  calendar  quarter,  FIIOC will  determine the Average
Daily Assets held in the Funds by Affiliates.  Average Daily Assets shall be the
sum of the daily  assets for each  calendar  day in the  quarter  divided by the
number of calendar  days in the  quarter.  The  Average  Daily  Assets  shall be
multiplied by 0.0004 (4 basis points) and that sum shall be divided by four. The
resulting  number shall be the quarterly  fee for that  quarter,  which shall be
paid to Company during the following month.

     Should any Participation  Agreement(s) between an Affiliate and any Fund(s)
be  terminated  effective  before  the last day of a quarter,  Company  shall be
entitled to a fee for that portion of the quarter during which the Participation
Agreement was still in effect,  unless such  termination is due to misconduct on
the part of the Affiliate.  For such a stub quarter,  Average Daily Assets shall
be the sum of the daily assets for each calendar day in the quarter  through and
including the date of termination of the Participation Agreement(s),  divided by
the  number  of  calendar  days in that  quarter  for  which  the  Participation
Agreement was in effect. Such Average Daily Assets shall be multiplied by 0.0004
(4 basis  points) and that number shall be  multiplied  by the number of days in
such quarter that the  Participation  Agreement  was in effect,  then divided by
three hundred  sixty-five.  The resulting  number shall be the quarterly fee for
the stub quarter, which shall be paid to Company during the following month.

     Notwithstanding the foregoing,  compensation for each calendar quarter will
not exceed one million dollars ($1,000,000).

     4.  TERMINATION.  This  Agreement  may be terminated by Company at any time
upon written  notice to FIIOC.  FIIOC may terminate  this  Agreement at any time
upon  ninety (90) days'  written  notice to Company.  FIIOC may  terminate  this
Agreement  immediately  upon  written  notice to Company  (1) if required by any
applicable law or regulation,  (2) if so required by action of the Fund(s) Board
of Trustees,  (3) if Company engages in any material breach of this Agreement or
(4) if an  Affiliate  engages in any conduct  which would  constitute a material
breach of this  Agreement  were the  Affiliate  a party to the  Agreement.  This
Agreement  shall  terminate  immediately  and  automatically  with respect to an
Affiliate upon the termination of that  Affiliate's  Participation  Agreement(s)
with the Funds, and in such event no notice need be given hereunder.

     5. INDEMNIFICATION. Company agrees to indemnify and hold harmless FIIOC for
any misuse by any  Affiliate,  their  agents  and/or  brokers,  and any  persons
controlling  Company,  under  common  control with  Company,  or  controlled  by
Company, of the information provided by FIIOC under this Agreement.

     6.  APPLICABLE  LAW. This  Agreement  shall be construed and the provisions
hereof  interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

     7. ASSIGNMENT.  This Agreement may not be assigned, except that it shall be
assigned  automatically  to any successor to FIIOC as the Funds' transfer agent,
and any such successor shall be bound by the terms of this Agreement.

     8.  TERMINATION  OF EARLIER  AGREEMENT.  Company  and FIIOC  agree that the
previous Service Agreement between the parties,  dated November 1, 1995, be, and
it hereby is, terminated as of the date of this Agreement.

     IN WITNESS  WHEREOF,  the parties have set their hands as of the date first
written above.

     FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By:      ___________________________
         Thomas J. Fryer
         Vice President

         RELIASTAR LIFE INSURANCE COMPANY

By:      ___________________________

Name:    ___________________________

Title:   ___________________________




                    FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF

Variable Insurance Products Fund - High Income Portfolio
Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Investment Grade Bond Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio

     (1) Those who have signed the Service Agreement,  who meet the requirements
of paragraph (4) below, and who render distribution,  administrative support and
recordkeeping  services as described  therein,  will hereafter be referred to as
"Qualified Recipients."

     (2)  Qualified  Recipients  who  perform  distribution  services  for their
clients  including,  without  limitations,  sale of Portfolio shares,  answering
routine  client   inquiries  about  the   Portfolio(s),   completing   Portfolio
applications  for the client,  and producing  Portfolio sales brochures or other
marketing  materials,  will earn a quarterly fee at an annualized  rate of 0.06%
(six basis points) of the average aggregate net assets of their clients invested
in the Portfolios.

     (3) The fees paid to each  Qualified  Recipient will be calculated and paid
quarterly.  Checks will be mailed to each Qualified Recipient by the 30th of the
following month.

     (4) In order to be assured of receiving  payment under this Agreement for a
given  calendar  quarter,  a Qualified  Recipient  must have  insurance  company
clients with a minimum of $100 million of average net assets in the aggregate in
the mutual fund portfolios  shown below.  For any calendar  quarter during which
assets in these  portfolios  are in the aggregate  less than $100  million,  the
amount of  qualifying  assets may be  considered  to be zero for the  purpose of
computing the payments due.

Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio




         ReliaStar Life Insurance Company

         20 Washington Avenue South
         Minneapolis, Minnesota 55401

April 18, 1997

ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis, Minnesota  55401

Dear Madam/Sir:

In connection with the proposed  registration  under the Securities Act of 1933,
as amended,  of individual  variable  annuity  contracts (the  "Contracts")  and
interests  in  Northstar  Variable  Account  (the  "Separate  Account"),  I have
examined  documents relating to the establishment of the Separate Account by the
Board of Directors of ReliaStar  Life  Insurance  Company (the  "Company")  as a
separate account for assets applicable to variable annuity  contracts,  pursuant
to  Minnesota   Statutes  Sections  61A.13  to  61A.21,  as  amended,   and  the
Registration Statement on Form N-4, as amended by Post-Effective Amendment No. 3
thereto, File No. 33-73058 (the "Registration  Statement"),  and I have examined
such other documents and have reviewed such matters of law as I deemed necessary
for this opinion, and I advise you that in my opinion:

     1. The Separate  Account is a separate  account of the Company duly created
and validly existing pursuant to the laws of the State of Minnesota.

     2.  The   contracts,   when  issued  in  accordance   with  the  Prospectus
constituting  a part of the  Registration  Statement  and upon  compliance  with
applicable  local law, will be legal and binding  obligations  of the Company in
accordance with their respective terms.

     3. The portion of the assets held in the Separate Account equal to reserves
and other  contract  liabilities  with respect to the  Separate  Account are not
chargeable  with  liabilities  arising out of any other business the Company may
conduct.

I consent  to the  filing of this  opinion  as an  exhibit  to the  Registration
Statement  and to the use of my name under the heading  "Legal  Opinions" in the
Prospectus  constituting  a  part  of  the  Registration  Statement  and  to the
references to me wherever appearing therein.

Very truly yours,


/s/ Stewart D. Gregg
- --------------------
Stewart D. Gregg
Counsel




INDEPENDENT AUDITORS' CONSENT


Board of Directors and Contract Holders
Northstar Variable Account

We consent to the  incorporation by reference in this  Post-Effective  Amendment
No. 3 to Registration Statement on Form N-4 (File No. 33-73058) of the Northstar
Variable  Account  filed  under the  Securities  Act of 1933 and the  Investment
Company Act of 1940,  respectively,  of our report dated February 7, 1997 on the
audit of the financial  statements of Northstar  Variable Account as of December
31, 1996 and 1995 and for the period May 6, 1994 to December 31,  1994,  and our
report  dated  January  31,  1997,  except  for Note 14, as to which the date is
February 23, 1997,  on the audit of the  consolidated  financial  statements  of
ReliaStar Life Insurance  Company and subsidiaries as of and for the years ended
December 31, 1996 and 1995 appearing in the Statement of Additional  Information
of such  Registration  Statement,  and to the references to us under the heading
"Financial  Statements  and Experts"  appearing in the  Prospectus and under the
headings  "Independent  Auditors" and  "Financial  Statements"  appearing in the
Statement of Additional Information,  all of which are part of such Registration
Statement.



Minneapolis, Minnesota
April 23, 1997





                                                      NORTHSTAR ANNUITY

<TABLE>
<CAPTION>

                                        NORTHSTAR INCOME AND GROWTH FUND

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units
<S>                 <C>         <C>               <C>           <C>          <C>   
05/06/94           $1,000.00    $10.000000        100.000
05/06/95                        $10.773830        100.000      $1,077.38     $1,076.87         99.953
05/06/96                        $12.098712         99.953      $1,209.30     $1,208.79         99.911
12/31/96                        $13.568696         99.911      $1,355.66     $1,355.15         99.873

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,355.15         $1,310.15
                  Total Return Incep to Date        35.51%            31.01%
                  Average Annual Return             12.12%            10.70%

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

12/31/95           $1,000.00     12.091637         82.702
12/31/96                        $13.568696         82.702     $1,122.16      $1,121.65         82.664

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,121.65         $1,058.65
                  Total  Return One Year            12.16%             5.86%
                  Average Annual Return             12.16%             5.86%


                                             NORTHSTAR MULTI-SECTOR BOND FUND
                                                               Year end      Less "Avg"       Year end

Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

05/06/94           $1,000.00     10.000000        100.000
05/06/95                        $10.830825        100.000     $1,083.08      $1,082.57         99.953
05/06/96                        $11.679686         99.953     $1,167.42      $1,166.91         99.909
12/31/96                        $12.773825         99.909     $1,276.22      $1,275.71         99.869
 
                                                 Contract Value    Surrender Value
                  Ending Value                   $1,275.71         $1,230.71
                  Total Return Incep to Date        27.57%            23.07%
                  Average Annual Return              9.60%             8.12%

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

12/31/95           $1,000.00    $11.435577         87.446
12/31/96                        $12.773825         87.446     $1,117.02      $1,116.51         87.406

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,116.51         $1,053.51
                  Total  Return One Year            11.65%             5.35%
                  Average Annual Return             11.65%             5.35%

                                              NORTHSTAR HIGH YIELD FUND


                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

05/06/94           $1,000.00    $10.000000        100.000
05/06/95                        $10.712227        100.000     $1,071.22      $1,070.71         99.952
05/06/96                        $12.194817         99.952     $1,218.90      $1,218.39         99.911
12/31/96                        $13.279497         99.911     $1,326.76      $1,326.25         99.872

                                                 Contract Value    Surrender Value
                  Ending Value                    1,326.25         $1,281.25
                  Total Return Incep to Date        32.63%            28.13%
                  Average Annual Return             11.21%             9.77%

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

12/31/95           $1,000.00    $11.567470         86.449
12/31/96                        $13.279497         86.449     $1,148.00      $1,147.49         86.411

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,147.49         $1,084.49
                  Total  Return One Year             14.75%            8.45%
                  Average Annual Return              14.75%            8.45%


                                              NORTHSTAR GROWTH FUND

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

05/06/94           $1,000.00    $10.000000        100.000
05/06/95                        $11.104031        100.000     $1,110.40      $1,109.89         99.954
05/06/96                        $15.058413         99.954     $1,505.15      $1,504.64         99.920
12/31/96                        $15.303387         99.920     $1,529.12      $1,528.61         99.887

                                                 Contract Value    Surrender Value
                  Ending Value                    $1,528.61        $1,483.61
                  Total Return Incep to Date         52.86%           48.36%
                  Average Annual Return              17.31%           16.00%

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

12/31/95           $1,000.00    $12.607218         79.320
12/31/96                        $15.303387         79.320     $1,213.86      $1,213.35         79.286

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,213.35         $1,150.35
                  Total  Return One Year            21.33%            15.03%
                  Average Annual Return             21.33%            15.03%


                                              FIDELITY MONEY MARKET PORTFOLIO

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

05/01/95           $1,000.00    $10.000000        100.000
05/01/96                        $10.425706        100.000     $1,042.57      $1,042.06         99.951
12/31/96                        $10.695325         99.951     $1,069.01      $1,068.50         99.903

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,068.50         $1,005.50
                  Total Return Incep to Date         6.85%             0.55%
                  Average Annual Return              4.04%             0.33%

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

12/31/95           $1,000.00    $10.288920         97.192
12/31/96                        $10.695325         97.192     $1,039.50      $1,038.99         97.144

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,038.99           $975.99
                  Total  Return One Year             3.90%            -2.40%
                  Average Annual Return              3.90%            -2.40%


                                              FIDELITY OVERSEAS PORTFOLIO

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

05/01/95           $1,000.00    $10.000000        100.000
05/01/96                        $11.250976        100.000     $1,125.10      $1,124.59         99.955
12/31/96          $11.891717        99.955      $1,188.63     $1,188.12         99.912

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,124.59         $1,061.59
                  Total Return Incep to Date        12.46%             6.16%
                  Average Annual Return              7.28%             3.64%

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

12/31/95           $1,000.00    $10.651696         93.882
12/31/96                        $11.891717         93.882     $1,116.42      $1,115.91         93.839

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,115.91         $1,052.91
                  Total  Return One Year            11.59%             5.29%
                  Average Annual Return             11.59%             5.29%


                                              FIDELITY ASSET MANAGER PORTFOLIO

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

05/01/95           $1,000.00    $10.000000        100.000
05/01/96                        $11.531830        100.000     $1,153.18      $1,152.67         99.956
12/31/96                        $12.592959         99.956     $1,258.74      $1,258.23         99.915

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,152.67         $1,089.67
                  Total Return Incep to Date        15.27%              8.97%
                  Average Annual Return              8.87%              5.27%

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

12/31/95           $1,000.00    $11.143293         89.740
12/31/96                        $12.592959         89.740     $1,130.09      $1,129.58         89.700

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,129.58         $1,066.58
                  Total  Return One Year            12.96%             6.66%
                  Average Annual Return             12.96%             6.66%


                                                  FIDELITY INDEX 500 PORTFOLIO

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

05/01/95           $1,000.00    $10.000000        100.000
05/01/96                        $12.836899        100.000     $1,283.69      $1,283.18         99.960
12/31/96                        $14.592823         99.960     $1,458.70      $1,458.19         99.925

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,283.18         $1,220.18
                  Total Return Incep to Date        28.32%            22.02%
                  Average Annual Return             16.09%            12.65%

                                                               Year end      Less "Avg"       Year end
Date                Deposit        NQ UV         # Units        Value        Cont Fee          Units

12/31/95           $1,000.00    $12.048834         82.996
12/31/96                        $14.592823         82.996     $1,211.14     $1,210.63         82.961

                                                 Contract Value    Surrender Value
                  Ending Value                   $1,210.63         $1,147.63
                  Total  Return One Year            21.06%            14.76%
                  Average Annual Return             21.06%            14.76%

</TABLE>


Standardized Yield for Bond Funds (net of all fees) December, 1996
<TABLE>
<CAPTION>

                                                                               Standardized
Fund          "a"           "b"                  "c"              "d"           Yield
<S>       <C>                <C>             <C>             <C>               <C>  
NMB       $4,658.43          $853.53         53,081.016      $12.773825        6.83%
NHY      $18,361.42        $2,929.74        181,440.471       $13.279497       7.81%

</TABLE>

Note:    Yield = 2 x [ (Y + 1)^6 - 1 ] where Y = (a - b)/(c x d)

"a" is the net investment income per share (provided by Northstar) multiplied by
the number of NWNL shares invested in the Fund as of 12/31/96 "b" is the accrued
expenses,  i.e. December's mortality and expense charges plus a hypothetical fee
representing the effect of the Annual Contract Fee (see below)

"c" is the average number of accumulation units (see below)

"d" is the 12/31/96 Unit Value

Taking into Account the Effect of the $35 Annual  Contract Fee by  Calculating a
Hypothetical December Fee (included in "b" above)

         Annual Fee        Stated as        Avg Dollars       Hypothetical
         as Percent of     a Monthly        Invested in       December
         Avg Invested $    Fee              December Fee

NMB          0.051%           0.0043%          $676,311            $28.74
NHY          0.051%           0.0043%        $2,391,949           $101.66

Calculation of Average # Units Outstanding for December, 1996 ("c" above)

         11/30/96   12/31/96           Average
Fund     # Units               # Units        # Unit O/S

NMB       53,218.211        52,943.821       53,081.016
NHY      180,227.874       182,653.068      181,440.471

Note: Average # Units Outstanding = (Ending # Units O/S + Beginning # Units O/S)
/ 2

         Unit Value           Unit Value
Fund      11/30/96             12/31/96
NMB      12.708562            12.773825
NHY      13.085418            13.279497

Current & Effective Yield (net of all contract fees) December, 1996
<TABLE>
<CAPTION>

          Unit Value        Unit Value       Net              7 Day           Current   Effective
Fund       12/24/96          12/31/96      Change             Return           Yield     Yield
<S>      <C>               <C>              <C>               <C>              <C>        <C>  
FMM      $10.687378        $10.695325       $0.007842         0.0734%          3.83%      3.90%
</TABLE>

Note: Net Change = 12/31 Unit Value - 12/24 Unit Value - Hypothetical Weekly Fee
      Current Yield = 7 Day Return x 365/7
      Effective Yield = [ (7 Day Return + 1) ^ (365/7) ] - 1

Calculation of Average Weekly Contract Fee per Money Market Unit December, 1996

         Annual Fee        Stated as        Unit Value
         as Percent of     a Weekly          12/24/96        Hypothetical
         Avg Invested $    Fee              (Invested $)      Weekly Fee

         0.051%            0.0010%           $10.687378       $0.000105



           DESCRIPTION OF RETURNS BASED ON UNDERLYING FUND PERFORMANCE

The company may at times quote average  annual  returns for periods prior to the
Sub-Accounts  commenced  operations.   Such  performance   information  for  the
Sub-Accouns  will be calculated  based on the  performance of the Portfolios and
the assumption that the  Sub-Accounts  were in existence for the same periods as
those indicated for the portfolios, with the level of Contract charges currently
in effect. The following provides the details in providing such returns.

                          AVERAGE ANNUAL TOTAL RETURNS

The company may at times quote average annual returns that reflect net recurring
charges and any applicable  surrender charges. The following is the formula used
to provide such returns.

TR   = ((1 + TRsa - SC) ^ (1/N)) - 1

Where:

TR   = The average  annual  total  return of the  Sub-Account  net of  recurring
       charges and any applicable surrender charge for the period.

TRf  = Total  return  of the fund for the  period,  provided  by the  investment
       company.

TRsa = Total  return  of the fund for the  period,  provided  by the  investment
       company, adjusted for the annual contract charge (AP) and separate 
       acccount annual expenses (AE) or the following formula:

         ((1 + TRf) * (((1 - AE) * (1 - AP)) ^ N)) - 1.

SC   = Applicable surrender charge at the end of period.

AP   = Annual Contract Charge as an equivalent  annual percent charge (AP) based
       on the average net assets in the Variable Account and Fixed Account 
       during the preceeding year. (ie Northstar Annuity would be 0.51%)

AE   = Total Seperate  Account Annual  Expenses  consisting of the mortality and
       expense risk premium and the administration  charge. ie Northstar Annuity
       would be 1.40%)

N    = The number of years (N) in the period.


                          OTHER AVERAGE ANNUAL RETURNS

In addition,  the company may at times quote average  annual returns that do not
reflect the Surrender  Charge.  These are  calculated in exactly the same way as
the average  anual total  returns  described  above,  except that the  surrender
charge is ignored as the following formula demonstrates.

TR   = ((1 + TRsa) ^ (1/N)) - 1

Where:

TR   = The average  annual  total  return of the  Sub-Account  net of  recurring
       charges for the period.


<TABLE> <S> <C>


<ARTICLE>                     6
<LEGEND>  
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INOFRMATION  EXTRACTED  FROM  THE
NORTHSTAR  VARIABLE  ACCOUNT ANNUAL REPORT FOR THE YEAR ENDED  12/31/96,  ANNUAL
REPORT (FORM N-SAR) FILING PURSUANT TO SECTION 15(D) OF THE 1934 ACT AND SECTION
30(B) OF THE 1940 ACT, FORM 24F-2 ANNUAL  NOTICE OF SECURITIES  SOLD PURSUANT TO
RULE  24F-2 AND IS  QUALIFIED  IN ITS  ENIRETY  BY  REFERNCE  TO SUCH  FINANCIAL
STATEMENTS.
</LEGEND>
<CIK>          0000916201
<NAME>         NORTHSTAR VARIABLE ANNUNITY
<SERIES>
   <NUMBER>  1
   <NAME>    NORTHSTAR VARIABLE ACCOUNT
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 DEC-31-1996
<PERIOD-END>                                   JAN-01-1996
<INVESTMENTS-AT-COST>                          11,107
<INVESTMENTS-AT-VALUE>                         11,502
<RECEIVABLES>                                  0
<ASSETS-OTHER>                                 0
<OTHER-ITEMS-ASSETS>                           0
<TOTAL-ASSETS>                                 11,502
<PAYABLE-FOR-SECURITIES>                       0
<SENIOR-LONG-TERM-DEBT>                        0
<OTHER-ITEMS-LIABILITIES>                      4
<TOTAL-LIABILITIES>                            4
<SENIOR-EQUITY>                                0
<PAID-IN-CAPITAL-COMMON>                       11,107
<SHARES-COMMON-STOCK>                          839,930
<SHARES-COMMON-PRIOR>                          515,660
<ACCUMULATED-NII-CURRENT>                      702
<OVERDISTRIBUTION-NII>                         0
<ACCUMULATED-NET-GAINS>                        262
<OVERDISTRIBUTION-GAINS>                       0
<ACCUM-APPREC-OR-DEPREC>                       395
<NET-ASSETS>                                   11,502
<DIVIDEND-INCOME>                              399
<INTEREST-INCOME>                              0
<OTHER-INCOME>                                 441
<EXPENSES-NET>                                 138
<NET-INVESTMENT-INCOME>                        702
<REALIZED-GAINS-CURRENT>                       219
<APPREC-INCREASE-CURRENT>                      133
<NET-CHANGE-FROM-OPS>                          1,054
<EQUALIZATION>                                 0
<DISTRIBUTIONS-OF-INCOME>                      0
<DISTRIBUTIONS-OF-GAINS>                       0
<DISTRIBUTIONS-OTHER>                          0
<NUMBER-OF-SHARES-SOLD>                        380,628
<NUMBER-OF-SHARES-REDEEMED>                    56,358
<SHARES-REINVESTED>                            0
<NET-CHANGE-IN-ASSETS>                         5,351
<ACCUMULATED-NII-PRIOR>                        0
<ACCUMULATED-GAINS-PRIOR>                      0
<OVERDISTRIB-NII-PRIOR>                        0
<OVERDIST-NET-GAINS-PRIOR>                     0
<GROSS-ADVISORY-FEES>                          0
<INTEREST-EXPENSE>                             0
<GROSS-EXPENSE>                                0
<AVERAGE-NET-ASSETS>                           0
<PER-SHARE-NAV-BEGIN>                          0
<PER-SHARE-NII>                                0
<PER-SHARE-GAIN-APPREC>                        0
<PER-SHARE-DIVIDEND>                           0
<PER-SHARE-DISTRIBUTIONS>                      0
<RETURNS-OF-CAPITAL>                           0
<PER-SHARE-NAV-END>                            0
<EXPENSE-RATIO>                                0
<AVG-DEBT-OUTSTANDING>                         0
<AVG-DEBT-PER-SHARE>                           0
        


</TABLE>


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