CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
N-30D, 1999-08-13
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Dear Variable Annuity Owner:

The U.S.  stock  market  has  continued  its  unprecedented  run of  exceptional
performance,  with  double  digit  returns  for the  first  six  months of 1999.
Emerging  international markets have come roaring back after some rough going in
1998 and the more established  international markets, like those in Europe, also
saw positive  returns in the first half of 1999.  Results in the  subaccounts of
MEMBERS(R) Variable Annuity reflect these market forces:

                                                          Percent change
                                                        in Unit Value from
     Subaccount                                      12/31/98 through 6/30/99
- --------------------------------------------------------------------------------
     Money Market                                             1.62%
     Bond                                                    (1.02)%
     Balanced                                                 9.46%
     Growth and Income Stock                                 19.77%
     Capital Appreciation Stock                              12.05%
     International Stock                                      3.05%
- --------------------------------------------------------------------------------
     Global Governments                                      (3.58)%
     Emerging Growth                                         12.03%
     High Income                                              3.13%
     Developing Markets                                      41.97%

The Mid-Cap Stock  subaccount  was added May 1, 1999. The percent change in unit
price from that date through June 30, 1999 was 4.50%.

This  booklet is divided  into  several  sections.  Each  section  contains  the
semiannual report for a component of the MEMBERS(R) Variable Annuity.  The first
section contains the following reports for the CUNA Mutual Life Variable Annuity
Account:

     Statements of Assets and Liabilities .......................  page 2
     Statements of Operations ...................................  page 4
     Statements of Changes in Net Assets.........................  page 5
     Notes to the Financial Statements ..........................  page 8

The CUNA Mutual Life  Variable  Annuity  Account  invests in mutual  funds.  The
returns shown above reflect the deduction of the separate account level charges.
Returns at the separate account level shown above are slightly lower than at the
mutual fund level as a result of these charges.

The  remaining  sections  of this  booklet  cover the mutual  funds and  include
discussions of the funds'  results and the managers'  outlooks for (1) the Ultra
Series Fund which  includes  the Money Market Fund,  Bond Fund,  Balanced  Fund,
Growth and Income Stock Fund, Capital Appreciation Stock Fund, and Mid-Cap Stock
Fund, (2) the International  Stock Portfolio of the T. Rowe Price  International
Series, Inc.; (3) the MFS(R) Global Governments SeriesSM and the MFS(R) Emerging
Growth SeriesSM of the MFS(R) Variable  Insurance  TrustSM,  (4) the Oppenheimer
High  Income  Fund  of the  Oppenheimer  Variable  Account  Funds;  and  (5) the
Templeton  Developing  Markets Fund of the Templeton  Variable  Products  Series
Fund.

We appreciate the confidence you place in our company and our products.  We look
forward to serving your long term asset  accumulation  needs through  MEMBERS(R)
Variable Annuity. Thank you for giving us that opportunity.

Sincerely,


/s/ Michael B. Kitchen
Michael B. Kitchen
President and Chief Executive Officer
CUNA Mutual Life Insurance Company
<PAGE>
<TABLE>
<CAPTION>


                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                      Statements of Assets and Liabilities
                                  June 30, 1999
                                   (Unaudited)

                                                                                                          Capital
                                               Money                                      Growth and    Appreciation       Mid-Cap
                                               Market          Bond          Balanced    Income Stock      Stock            Stock
Assets:                                      Subaccount     Subaccount      Subaccount    Subaccount     Subaccount      Subaccount
                                             ----------     ----------      ----------    ----------     ----------      ----------
Investments in Ultra Series Fund:
   (note 2)
<S>                                         <C>            <C>            <C>            <C>            <C>              <C>

Money Market Fund,
   30,709,803  shares at net asset value of
   $1.00 per share (cost $30,709,803)       $30,709,803    $        --    $         --   $         --   $         --     $       --

Bond Fund,
   6,777,776 shares at net asset value of
   $10.40 per share (cost $71,483,091)               --     70,487,388              --             --             --             --

Balanced Fund,
   18,124,646 shares at net asset value of
   $20.53 per share (cost $301,905,800)              --             --     372,110,234             --             --             --

Growth and Income Stock Fund,
   15,339,065 shares at net asset value of
   $36.60 per share (cost $374,860,175)              --             --              --    561,348,872             --             --

Capital Appreciation Stock Fund,
   9,977,696 shares at net asset value of
   $25.00 per share (cost $163,619,065)              --             --              --             --    249,449,157             --

Mid-Cap Stock Fund,
   186,293,329 shares at net asset value of
   $10.47 per share (cost 1,874,625)                 --             --              --             --             --      1,950,407
                                             ----------     ----------      ----------     ----------     ----------      ---------
      Total assets                           30,709,803     70,487,388     372,110,234    561,348,872    249,449,157      1,950,407
                                             ----------     ----------      ----------     ----------     ----------      ---------
Liabilities:
Accrued adverse mortality and
   expense charges                               34,737         77,940         409,279        613,967        274,946          1,408
Other accrued expenses                            4,169          9,353          49,113         73,676         32,993            169
                                             ----------     ----------      ----------     ----------     ----------      ---------
      Total liabilities                          38,906         87,293         458,392        687,643        307,939          1,577
                                             ----------     ----------      ----------     ----------     ----------      ---------
      Net assets                            $30,670,897    $70,400,095    $371,651,842   $560,661,229   $249,141,218     $1,948,830
                                             ==========     ==========      ==========     ==========     ==========      =========
Contract owners' equity:
Contracts in accumulation period             30,660,283     70,393,895     371,465,713    560,296,094    249,095,833      1,948,830
Contracts in annuity payment period
   (note 2)                                      10,614          6,200         186,129        365,135         45,385             --
                                             ----------     ----------      ----------     ----------     ----------      ---------
      Total contract owners' equity          30,670,897     70,400,095     371,651,842    560,661,229    249,141,218      1,948,830
                                             ==========     ==========      ==========     ==========     ==========      =========
      Total units outstanding
        (note 5 and note 6)                   2,576,113      5,558,747      20,205,265     20,205,839      9,300,235        186,569
                                             ==========     ==========      ==========     ==========     ==========      =========
      Net asset value per unit                   $11.91         $12.66          $18.39         $27.75         $26.79         $10.45
                                             ==========     ==========      ==========     ==========     ==========      =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                      Statements of Assets and Liabilities
                                  June 30, 1999
                                   (Unaudited)

                                            International    Global         Emerging         High        Developing
                                                Stock      Governments       Growth         Income         Markets
Assets:                                      Subaccount     Subaccount     Subaccount     Subaccount     Subaccount
<S>                                         <C>            <C>            <C>            <C>            <C>
Investments in T. Rowe Price
International Fund, Inc.:
   International Stock Portfolio,
   4,949,301shares at net asset value of
   $15.07 per share (cost $61,683,061)      $74,585,973    $        --    $         --   $         --   $         --
Investments in MFS(R) Variable
Insurance TrustSM:
   Global Governments Series,
   1,240,336 shares at net asset value of
   $9.99 per share (cost $12,773,759)                --     12,390,963              --            --            --

Investments in MFS(R) Variable
Insurance TrustSM:
   Emerging Growth Series,
   4,170,945shares at net asset value of
   $24.22 per share (cost $66,195,766)               --             --     101,020,304            --            --

Investments in Oppenheimer
Variable Account Funds:
   High Income Series,
   4,427,923 shares at net asset value of
   $10.67 per share (cost $49,689,416)               --             --              --    47,245,935            --

Investments in Templeton
Variable Products Series Fund:
   Developing Markets Series,
   931,194shares at net asset value of
   $7.21 per share (cost $6,534,134)                 --             --              --            --     6,713,912
                                             ----------     ----------      ----------    ----------     ---------
      Total assets                           74,585,973     12,390,963     101,020,304    47,245,935     6,713,912
                                             ----------     ----------      ----------    ----------     ---------
Liabilities
Accrued adverse mortality and
   expense charges                               83,897         13,965         108,205        53,004        18,967
Other accrued expenses                           10,068          1,676          12,985         6,360         2,276
                                             ----------     ----------      ----------    ----------     ---------
      Total liabilities                          93,965         15,641         121,190        59,364        21,243
                                             ----------     ----------      ----------    ----------     ---------
      Net assets                            $74,492,008    $12,375,322    $100,899,114   $47,186,571    $6,692,669
                                             ==========     ==========      ==========    ==========     =========
Contract owners' equity:
Contracts in accumulation period
   (note 6)                                  74,463,755     12,373,295     100,856,497    47,159,834     6,692,669
Contracts in annuity payment period
   (note 2)                                      28,253          2,027          42,617        26,737            --
                                             ----------     ----------      ----------    ----------    ----------
      Total contract owners' equity          74,492,008     12,375,322     100,899,114    47,186,571     6,692,669
                                             ==========     ==========      ==========    ==========    ==========
      Total units outstanding
        (note 5 and note 6)                   5,014,648      1,067,732       5,615,402     4,211,149       911,774
                                             ==========     ==========      ==========    ==========     =========
      Net asset value per unit                   $14.85         $11.59          $17.97        $11.21         $7.34
                                             ==========     ==========      ==========    ==========     =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                            Statements of Operations
                                  June 30, 1999
                                   (Unaudited)

                                                                                                             Capital
                                                 Money                                     Growth and      Appreciation   Mid-Cap
                                                Market           Bond         Balanced     Income Stock       Stock        Stock
Investment income (loss):                     Subaccount      Subaccount     Subaccount     Subaccount      Subaccount   Subaccount
                                              ----------      ----------     ----------     ----------      ----------   ----------
<S>                                         <C>            <C>            <C>            <C>            <C>              <C>
  Dividend income                              $635,863      $931,420      $2,143,160     $1,421,957        $69,686      $      --
  Adverse mortality and expense charges
   (note 3)                                    (177,472)     (398,505)     (2,064,180)    (3,038,778)    (1,387,950)        (1,704)
  Administrative charges                        (21,297)      (47,820)       (247,701)      (364,653)      (166,554)          (205)
                                             ----------    ----------      ----------      ---------      ---------      ---------
  Net investment income (loss)                  437,094       485,095        (168,721)    (1,981,474)    (1,484,818)        (1,909)
                                             ----------    ----------      ----------      ---------      ---------      ---------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:
   Capital gain distributions                        --           933              --      1,948,559        122,548             --
   Proceeds from sale of securities          18,276,851       813,278       1,485,552      2,714,109      1,688,982        144,205
   Cost of securities sold                  (18,276,851)     (810,339)     (1,227,183)    (1,932,093)    (1,157,050)       (66,424)
                                             ----------    ----------      ----------      ---------      ---------      ---------
   Net realized gain (loss) on security
    transactions                                     --         3,872         258,369      2,730,575        654,480         77,781
  Net change in unrealized appreciation
   or depreciation on investments                    --    (1,116,569)     30,093,271     88,164,498     26,716,549         75,782
                                             ----------    ----------      ----------      ---------      ---------      ---------
   Net gain (loss) on investments                    --    (1,112,697)     30,351,640     90,895,073     27,371,029        153,563
                                             ----------    ----------       ---------      ---------      ---------      ---------
Net increase (decrease) in net assets
  resulting from operations                    $437,094     ($627,602)    $30,182,919    $88,913,599    $25,886,211       $151,654
                                             ==========    ==========      ==========      =========      =========      =========


                                             International      World         Emerging        High         Developing
                                                 Stock       Governments       Growth        Income          Markets
Investment income (loss):                     Subaccount      Subaccount     Subaccount     Subaccount      Subaccount
                                              ----------      ----------     ----------     ----------      ----------
  Dividend income                           $       --        $704,569    $        --    $2,912,591        $59,822
  Adverse mortality and expense charges
   (note 3)                                   (449,083)        (79,842)      (557,798)     (271,040)       (32,968)
  Administrative charges                       (53,890)         (9,581)       (66,936)      (32,525)        (3,956)
                                             ---------        --------     ----------      --------       --------
  Net investment income (loss)                (502,973)        615,146       (624,734)    2,609,026         22,898
                                             ---------        --------     ----------      --------       --------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:
   Capital gain distributions                       --              --             --            --             --
   Proceeds from sale of securities          2,113,757         880,914      1,001,181       642,477        350,625
   Cost of securities sold                  (1,776,573)       (855,578)      (681,232)     (667,874)      (414,961)
                                             ---------        --------     ----------      --------       --------
   Net realized gain (loss) on security
    transactions                               337,184          25,336        319,949       (25,397)       (64,336)
  Net change in unrealized appreciation
   or depreciation on investments            2,396,006      (1,099,156)    10,785,692    (1,363,678)     1,993,593
                                             ---------        --------     ----------      --------       --------
   Net gain (loss) on investments            2,733,190      (1,073,820)    11,156,641    (1,389,075)     1,929,257
                                             ---------        --------     ----------      --------       --------
Net increase (decrease) in net assets
  resulting from operations                 $2,230,217       ($458,674)   $10,480,907    $1,219,951     $1,952,155
                                             =========        ========     ==========      ========       ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                       Statements of Changes in Net Assets
       Six Months Ended June 30, 1999 and the Year Ended December 31, 1998
                                   (Unaudited)

                                                       MONEY MARKET SUBACCOUNT                             BOND SUBACCOUNT
<S>                                           <C>                   <C>                       <C>                      <C>
Operations:                                        1999                  1998                      1999                     1998
                                                   ----                  ----                      ----                     ----
  Net investment income (loss)                   $437,094              $703,868                  $485,095               $2,254,028
  Net realized gain (loss) on
   security transactions                               --                    --                     3,872                   57,978
  Net change in unrealized appreciation
   or depreciation on investments                      --                    --                (1,116,569)                (318,903)
                                              -----------           -----------               -----------              -----------
    Change in net assets from operations          437,094               703,868                  (627,602)               1,993,103
                                              -----------           -----------               -----------              -----------
Capital unit transactions (note 5):
  Proceeds from sales of units                 50,814,862            94,301,939                36,076,211               54,431,468
  Cost of units repurchased                   (47,322,102)          (85,815,933)              (23,275,863)             (31,471,803)
  Actuarial adjustments for mortality
   experience on annuities in payment period          169                    --                       525                       --
  Annuity benefit payments                           (392)                 (376)                      (72)                      --
                                              -----------           -----------               -----------              -----------
   Change in net assets from capital
    unit transactions                           3,492,537             8,485,630                12,800,801               22,959,665
                                              -----------           -----------               -----------              -----------
Increase (decrease) in net assets               3,929,631             9,189,498                12,173,199               24,952,768
Net assets:
  Beginning of period                          26,741,266            17,551,768                58,226,896               33,274,128
                                              -----------           -----------               -----------              -----------
  End of period                               $30,670,897           $26,741,266               $70,400,095              $58,226,896
                                              ===========           ===========               ===========              ===========
</TABLE>
<TABLE>
<CAPTION>
                                                        BALANCED SUBACCOUNT                     GROWTH AND INCOME STOCK SUBACCOUNT
<S>                                           <C>                   <C>                       <C>                      <C>
Operations:                                         1999                  1998                      1999                     1998
                                                    ----                  ----                      ----                     ----
  Net investment income (loss)                   ($168,721)           $4,495,569               ($1,981,474)               ($729,501)
  Net realized gain (loss) on
   security transactions                           258,369               301,386                 2,730,575               16,746,571
  Net change in unrealized appreciation
   or depreciation on investments               30,093,271            22,339,305                88,164,498               36,859,343
                                               -----------           -----------                ----------               ----------
    Change in net assets from operations        30,182,919            27,136,260                88,913,599               52,876,413
                                               -----------           -----------                ----------               ----------
Capital unit transactions (note 5):
  Proceeds from sale of units                  128,447,479           201,714,553               153,824,245              259,442,954
  Cost of units repurchased                    (84,436,473)         (116,470,212)             (112,324,223)            (164,894,635)
  Actuarial adjustments for mortality
   experience on annuities in payment period       188,062                 4,797                   358,912                   21,919
  Annuity benefit payments                          (7,764)               (5,344)                  (16,511)                 (15,863)
                                               -----------           -----------                ----------               ----------
   Change in net assets from capital
    unit transactions                           44,191,304            85,243,794                41,842,423               94,554,375
                                               -----------           -----------                ----------               ----------
Increase (decrease) in net assets               74,374,223           112,380,054               130,756,022              147,430,788
Net assets:
  Beginning of period                          297,277,619           184,897,565               429,905,207              282,474,419
                                               -----------           -----------                ----------               ----------
  End of period                               $371,651,842          $297,277,619              $560,661,229             $429,905,207
                                               ===========           ===========                ==========               ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                       Statements of Changes in Net Assets
       Six Months Ended June 30, 1999 and the Year Ended December 31, 1998
                                   (Unaudited)

                                               CAPITAL APPRECIATION STOCK SUBACCOUNT          MID-CAP STOCK SUBACCOUNT
<S>                                           <C>                   <C>                       <C>
Operations:                                         1999                  1998                    1999*
                                                    ----                  ----                    -----
  Net investment income (loss)                 ($1,484,818)          ($1,822,377)                $(1,909)
  Net realized gain (loss) on
   security transactions                           654,480             5,406,078                  77,781
  Net change in unrealized appreciation
   or depreciation on investments               26,716,549            26,215,883                  75,782
                                                ----------            ----------              ----------
    Change in net assets from operations        25,886,211            29,799,584                 151,654
                                                ----------            ----------              ----------
Capital unit transactions (note 5):
  Proceeds from sales of units                  85,476,285           144,718,325               1,816,962
  Cost of units repurchased                    (67,605,194)         (104,156,130)                (19,786)
  Actuarial adjustments for mortality
   experience on annuities in payment period        43,976                   934                      --
  Annuity benefit payments                          (1,801)                 (865)                     --
                                                ----------            ----------              ----------
   Change in net assets from capital
    unit transactions                           17,913,266            40,562,264               1,797,176
                                                ----------            ----------              ----------
  Increase (decrease) in net assets             43,799,477            70,361,848               1,948,830
Net assets:
  Beginning of period                          205,341,741           134,979,893                      --
                                                ----------            ----------              ----------
  End of period                               $249,141,218          $205,341,741              $1,948,830
                                                ==========            ==========              ==========
</TABLE>
<TABLE>
<CAPTION>
                                                INTERNATIONAL STOCK SUBACCOUNT                     GLOBALGOVERNMENTS SUBACCOUNT
<S>                                           <C>                   <C>                       <C>                      <C>
Operations:                                        1999                  1998                      1999                     1998
                                                   ----                  ----                      ----                     ----
  Net investment income (loss)                  ($502,973)             $217,383                  $615,146                 ($20,398)
  Net realized gain (loss) on
   security transactions                          337,184               179,367                    25,336                   26,108
  Net change in unrealized appreciation
   or depreciation on investments               2,396,006             7,712,376                (1,099,156)                 812,043
                                               ----------            ----------                ----------               ----------
    Change in net assets from operations        2,230,217             8,109,126                  (458,674)                 817,753
                                               ----------            ----------                ----------               ----------
Capital unit transactions (note 5):
  Proceeds from sale of units                  36,116,187            69,558,237                 6,442,451               12,632,836
  Cost of units repurchased                   (35,271,468)          (61,390,267)               (6,842,652)             (14,130,975)
  Actuarial adjustments for mortality
   experience on annuities in payment period           67                   362                         9                      160
  Annuity benefit payments                         (1,246)                 (481)                      (95)                     (31)
                                               ----------            ----------                ----------               ----------
   Change in net assets from capital
    unit transactions                             843,540             8,167,851                  (400,287)              (1,498,010)
                                               ----------            ----------                ----------               ----------
Increase (decrease) in net assets               3,073,757            16,276,977                  (858,961)                (680,257)
Net assets:
  Beginning of period                          71,418,251            55,141,274                13,234,283               13,914,540
                                               ----------            ----------                ----------               ----------
  End of period                               $74,492,008            71,418,251               $12,375,322              $13,234,283
                                               ==========            ==========                ==========               ==========
</TABLE>
See accompanying notes to financial statements.

*The data is for the period beginning May 1, 1999 (date of initial activity).
<PAGE>
<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                       Statements of Changes in Net Assets
         Six Months Ended June 30, 1999 and Year Ended December 31, 1998
                                   (Unaudited)

                                                  EMERGING GROWTH SUBACCOUNT                          HIGH INCOME SUBACCOUNT
<S>                                           <C>                   <C>                       <C>                      <C>
Operations:                                         1999                 1998                      1999                     1998
                                                    ----                 ----                      ----                     ----
  Net investment income (loss)                   ($624,734)           ($360,514)               $2,609,026                 $522,625
  Net realized gain (loss) on
   security transactions                           319,949              201,695                   (25,397)                 (32,367)
  Net change in unrealized appreciation
   or depreciation on investments               10,785,692           17,967,979                (1,363,678)              (1,183,574)
                                                ----------            ---------                 ---------                ---------
    Change in net assets from operations        10,480,907           17,809,160                 1,219,951                 (693,316)
                                                ----------            ---------                 ---------                ---------
Capital unit transactions (note 5):
  Proceeds from sales of units                  42,298,021           66,116,408                20,676,678               40,076,476
  Cost of units repurchased                    (33,573,187)         (47,709,272)              (13,417,468)             (14,247,012)
  Actuarial adjustments for mortality
   experience on annuities in payment period           120                1,367                     1,040                      596
  Annuity benefit payments                          (1,602)                (854)                     (925)                    (532)
                                                ----------            ---------                 ---------                ---------
   Change in net assets from capital
    unit transactions                            8,723,352           18,407,649                 7,259,325               25,829,528
                                                ----------            ---------                 ---------                ---------
  Increase (decrease) in net assets             19,204,259           36,216,809                 8,479,276               25,136,212
Net assets:
  Beginning of period                           81,694,855           45,478,046                38,707,295               13,571,083
                                                ----------            ---------                 ---------                ---------
  End of period                               $100,899,114          $81,694,855               $47,186,571              $38,707,295
                                                ==========            =========                 =========                =========
</TABLE>
<TABLE>
<CAPTION>

                                                 DEVELOPING MARKETS SUBACCOUNT
<S>                                           <C>                   <C>
Operations:                                       1999                  1998
                                                  ----                  ----
  Net investment income (loss)                   $22,898               $28,189
  Net realized gain (loss) on
   security transactions                         (64,336)             (254,209)
  Net change in unrealized appreciation
   or depreciation on investments              1,993,593              (665,933)
                                              ----------             ---------
    Change in net assets from operations       1,952,155              (891,953)
                                              ----------             ---------
Capital unit transactions (note 5):
  Proceeds from sales of units                 1,994,867             4,921,625
  Cost of units repurchased                   (1,748,005)           (2,583,701)
  Actuarial adjustments for mortality
   experience on annuities in payment period           --                     --
  Annuity benefit payments                             --                     --
                                              ----------             ---------
   Change in net assets from capital
    unit transactions                            246,862             2,337,924
                                              ----------             ---------
  Increase (decrease) in net assets            2,199,017             1,445,971
Net assets:
  Beginning of period                          4,493,652             3,047,681
                                              ----------             ---------
  End of period                               $6,692,669            $4,493,652
                                              ==========             =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                          Notes to Financial Statements

(1)  Organization

     The CUNA Mutual Life Variable  Annuity Account (the Variable  Account) is a
     unit investment trust  registered under the Investment  Company Act of 1940
     with the Securities and Exchange Commission (SEC). The Variable Account was
     established  as a separate  investment  account  within  CUNA  Mutual  Life
     Insurance  Company (the  Company) to receive and invest net  premiums  paid
     under variable annuity contracts (Contracts).

     Although  the  assets  in the  Variable  Account  are the  property  of the
     Company,  the assets in the Variable Account  attributable to the Contracts
     are not chargeable with liabilities arising out of any other business which
     the Company may conduct.  The assets of the Variable  Account are available
     to cover the general liabilities of the Company only to the extent that the
     Variable  Account's  assets  exceed  its  liabilities   arising  under  the
     Contracts. The Company has the right to transfer to the general account any
     assets of the  Variable  Account  which are in excess of reserves and other
     contract  liabilities.  All  obligations  arising  under the  Contracts are
     general corporate obligations of the Company.

(2)  Significant Accounting Policies

     Investments

     The Variable Account currently is divided into eleven  subaccounts but may,
     in the future,  include  additional  subaccounts.  Each subaccount  invests
     exclusively in shares of a single  underlying  fund. (The term fund is used
     to mean an investment portfolio sometimes called a fund, i.e., Ultra Series
     Fund  (Class Z shares),  T. Rowe Price  International  Fund,  Inc.,  MFS(R)
     Variable Insurance TrustSM,* Oppenheimer Variable Account Funds,  Templeton
     Variable Products Series Fund, or any other open-end management  investment
     company  or unit  investment  trust in  which a  subaccount  invests.)  The
     income, gains and losses, realized or unrealized, from the assets allocated
     to each  subaccount  are  credited to or charged  against  that  subaccount
     without regard to income, gains or losses from any other subaccount.

     The Variable  Account invests in shares of Ultra Series Fund, T. Rowe Price
     International Fund, Inc., MFS(R) Variable Insurance  TrustSM,*  Oppenheimer
     Variable Account Funds, and Templeton  Variable  Products Series Fund. Each
     is a  management  investment  company of the  series  type with one or more
     funds.  Each  is  registered  with  the  SEC  as  an  open-end,  management
     investment  company.  Such registration does not involve supervision of the
     management  or  investment  practices or policies of the companies or their
     funds by the SEC.

     The Ultra  Series Fund  currently  has six funds  available  as  investment
     options under the Contracts,  the T. Rowe Price International  Series, Inc.
     has one fund available as an investment option under the Contracts, the MFS
     Variable  Insurance  Trust has two funds  available as  investment  options
     under the Contracts,  the Oppenheimer  Variable  Account Funds has one fund
     available as an  investment  option under the  Contracts  and the Templeton
     Variable  Products  Series  Fund has one fund  available  as an  investment
     option under the Contracts.  The Ultra Series Fund, MFS Variable  Insurance
     Trust,  Oppenheimer  Variable Account Funds and Templeton Variable Products
     Series  Fund  also  have  other  funds  that are not  available  under  the
     Contracts.  All  five  investment  companies  may,  in the  future,  create
     additional  funds or classes that may or may not be available as investment
     options under the Contracts. Each fund has its own investment objective and
     the income,  gains and losses for each fund are  determined  separately for
     that fund or class.

     CIMCO Inc.  (CIMCO)  serves as the  Investment  Adviser to the Ultra Series
     Fund and  manages  its  assets in  accordance  with  general  policies  and
     guidelines  established  by the board of trustees of the Ultra Series Fund.
     The  Company  owns one half of  CIMCO's  outstanding  stock and one half is
     owned indirectly by CUNA Mutual Insurance Society. CIMCO has entered into a
     Subadvisor  Agreement for the management of a portion of the investments in
     the Mid-Cap Stock Fund. CIMCO is solely  responsible for the payment of all
     fees to the Subadvisor. The Subadvisor for this Fund is Heartland Advisors,
     Inc.

     Rowe  Price-Fleming  International,  Inc.  (RPFI) serves as the  Investment
     Adviser to the  International  Stock  Portfolio  and  manages its assets in
     accordance with general policies and guidelines established by the board of
     directors of T. Rowe Price  International  Fund,  Inc.  RPFI was founded in
     1979 as a joint venture between T. Rowe Price  Associates,  Inc. and Robert
     Fleming Holdings Limited.

     Massachusetts  Financial  Services  Company (MFS) serves as the  Investment
     Adviser to the MFS Global Governments Series and Emerging Growth Series and
     manages its assets in  accordance  with  general  policies  and  guidelines
     established by the board of trustees of MFS(R) Variable  Insurance TrustSM.
     MFS is a subsidiary of Sun Life  Assurance  Company of Canada (U.S.) which,
     in turn, is a subsidiary of Sun Life Assurance Company of Canada.

     OppenheimerFunds,  Inc.  (Oppenheimer)  serves as the investment adviser to
     the Oppenheimer  High Income Fund and manages its assets in accordance with
     general policies and guideline  established by the board of trustees of the
     Oppenheimer  Variable  Account  Funds.  Oppenheimer is owned by Oppenheimer
     Acquisition  Corp.,  a  holding  company  that is owned  in part by  senior
     officers  of  Oppenheimer  and  controlled  by  Massachusetts  Mutual  Life
     Insurance Company.
<PAGE>
     Templeton  Asset  Management  Ltd.  (Templeton)  serves  as the  investment
     adviser to the Templeton  Developing  Markets Fund: Class 2 and manages its
     assets  and  makes  its  investment  decisions.  Templeton  is a  Singapore
     corporation  wholly owned by Franklin  Resources,  Inc.,  a publicly  owned
     company.  Resources'  principal  shareholders  are  Charles B.  Johnson and
     Rupert H. Johnson, Jr.

     The  assets of each  fund are held  separate  from the  assets of the other
     funds,  and each fund is offered  at a price  equal to its  respective  net
     asset value per share,  without  sales  charge.  Dividends and capital gain
     distributions  from each fund are  reinvested in that fund.  Investments in
     shares of the funds are stated at market value which is the net asset value
     per share as  determined  by the  funds.  Realized  gains and  losses  from
     security  transactions  are  reported on an average  cost  basis.  Dividend
     income is recorded on the ex-dividend date.

     Federal Income Taxes

     Currently,  no charge is made against the Variable Account for any federal,
     state or local taxes (other than premium  taxes) that the Company incurs or
     that may be  attributable  to the Variable  Account or the  Contracts.  The
     Company  may,  however,  make such a charge in the  future  from  surrender
     value, death benefits or annuity payments,  as appropriate.  Such taxes may
     include  taxes  (levied  by  any  government   entity)  which  the  Company
     determines to have resulted from: (1) the  establishment  or maintenance of
     the Variable Account, (2) receipt by the Company of purchase payments,  (3)
     issuance of the Contracts, or (4) the payment of annuity payments.

     Annuity Reserves

     Annuity  reserves are computed for contracts in the payout stage  according
     to the 1983a Individual  Annuitant  Mortality Table. The assumed investment
     return is 3.5% unless the  annuitant  elects  otherwise,  in which case the
     rate may vary from 3.5% to 7%, as regulated  by the laws of the  respective
     states.  The mortality risk is fully borne by the Company and may result in
     additional  amounts being  transferred into the variable annuity account by
     the  Company  to cover  greater  longevity  of  annuitants  than  expected.
     Conversely,  if reserves exceed amounts required,  transfers may be made to
     the insurance company.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements and the reported  amounts of increase and decrease in
     net assets from operations  during the period.  Actual results could differ
     from those estimates.


(3)  Fees and Charges

     Organization Costs

     The Company absorbed all organization expenses of the Variable Account.

     Contract Charges

     Surrender Charge  (Contingent  Deferred Sales Charge).  No charge for sales
     expenses is deducted from purchase  payments at the time purchase  payments
     are paid. However, a surrender charge is deducted upon surrender or partial
     withdrawal of purchase  payments within 7 years of their being paid and, in
     certain  circumstances,  upon payment of a death benefit or the election of
     certain annuity payment options.

     For purchase  payments  withdrawn or surrendered  within one year of having
     been  paid,  the  charge is 7% of the amount of the  payment  withdrawn  or
     surrendered.  For each purchase payment,  the surrender charge decreases by
     1% for each full year that has  elapsed  since  the  payment  was made.  No
     surrender  charge is  assessed  upon the  withdrawal  or  surrender  of the
     contract  value in excess of  aggregate  purchase  payments  or on purchase
     payments made more than 7 years prior to the withdrawal or surrender.

     Subject  to  certain  restrictions  for the first  partial  withdrawal  (or
     surrender)  in each  contract  year,  an amount  equal to 10% of  aggregate
     purchase  payments  subject  to a  surrender  charge  (as  of the  time  of
     withdrawal or surrender) may be surrendered without a surrender charge. The
     surrender charge also may be waived in certain circumstances as provided in
     the Contracts.

     Annual Contract Fee. On each contract anniversary (or upon surrender of the
     Contract) prior to the annuity date, the Company deducts an annual contract
     fee of $30 from the variable  contract  value.  After the annuity date, the
     Company  deducts  this fee from  variable  annuity  payments.  A  pro-rated
     portion of the fee is deducted upon annuitization of a Contract except on a
     contract anniversary.

     Transfer  Fee.  No  charge  is made for  transfers,  however,  the  Company
     reserves the right to charge $10 for the 13th and each subsequent  transfer
     during a Contract year.
<PAGE>
     Premium  Taxes.  If  state or  other  premium  taxes  are  applicable  to a
     Contract,  they will be deducted either: (a) from purchase payments as they
     are received, (b) from contract value upon surrender or partial withdrawal,
     (c) upon  application  of  adjusted  contract  value to an annuity  payment
     option,  or (d) upon  payment of a death  benefit.  The  Company,  however,
     reserves the right to deduct premium taxes at the time it pays such taxes.

     Variable Account Charges

     Mortality and Expense Risk Charge.  The Company  deducts a daily  mortality
     and expense risk charge to compensate it for assuming certain mortality and
     expense  risks.  The charge is  deducted  from the  assets of the  Variable
     Account at an annual rate of 1.25%  (approximately 0.85% for mortality risk
     and 0.40% for expense risks).

     Asset-Based   Administration   Charge.   The   Company   deducts   a  daily
     administration  charge to compensate  it for certain  expenses it incurs in
     administration  of the Contract.  The charge is deducted from the assets of
     the Variable Account at an annual rate of 0.15%.

(4)  Investment Transactions

     The  cost  of  shares   purchased,   including   reinvestment  of  dividend
     distributions, during the six months ended June 30, 1999, was as follows:

      Money Market Fund................................      $22,235,465
      Bond Fund........................................       14,165,247
      Balanced Fund....................................       45,854,030
      Growth and Income Stock Fund.....................       45,048,034
      Capital Appreciation Stock Fund..................       18,471,277
      Mid-Cap Stock Fund...............................        1,941,049
      International Stock Portfolio....................        2,521,071
      Global Governments Series........................        1,106,372
      Emerging Growth..................................        9,190,143
      High Income Fund.................................       10,555,481
      Developing Markets Fund..........................          639,914
                                                             -----------
                                                            $171,728,083
                                                             ===========

(5)  Accumulation Unit Activity from Contract Transactions

     Transactions  in  accumulation  units of each  subaccount  of the  Variable
     Account for the six months ended June 30, 1999, were as follows:
<TABLE>
<CAPTION>
                                                                                                          Capital
                                                     Money                                Growth and    Appreciation  Mid-Cap
                                                    Market        Bond       Balanced    Income Stock       Stock      Stock
                                                  Subaccount   Subaccount   Subaccount    Subaccount     Subaccount  Subaccount
      Units for contracts in accumulation period:
<S>                                               <C>          <C>          <C>          <C>           <C>          <C>
      Units outstanding at December 31, 1997       1,551,829    2,725,770   12,307,622    14,176,543    6,732,473         --
      Units sold                                   8,182,107    4,340,906   12,798,228    12,089,141    6,677,476         --
      Units repurchased                           (7,453,252)  (2,512,411)  (7,416,771)   (7,720,616)  (4,825,290)        --
                                                   ---------    ---------    ---------     ---------     --------   --------
      Units outstanding at December 31, 1998       2,280,684    4,554,265   17,689,079    18,545,068    8,584,659         --
      Units sold                                   4,298,356    2,829,160    7,299,907     6,076,029    3,407,480    188,536
      Units repurchased                           (4,002,859)  (1,825,169)  (4,793,138)   (4,428,070)  (2,693,618)    (1,967)
                                                   ---------    ---------    ---------     ---------    ---------   --------
      Units outstanding at June 30, 1999           2,576,181    5,558,256   20,195,848    20,193,027    9,298,521    186,569
                                                   =========    =========    =========     =========    =========   ========

      Units for annuitizeed contracts:
      Units outstanding at December 31, 1997              --           --        3,394         9,339          248         --
      Units sold                                          88           --        2,810         2,286        1,575         --
      Units repurchased                                  (33)          --         (340)         (736)         (40)        --
                                                   ---------    ---------    ---------     ---------    ---------   --------
      Units outstanding at December 31, 1998              55           --        5,864        10,889        1,783         --
                                                   ---------    ---------    ---------     ---------    ---------   --------
      Units sold                                          19          497       14,179        15,823        1,710         --
      Units repurchased                                 (142)          (6)     (10,626)      (13,900)      (1,779)        --
                                                   ---------    ---------    ---------     ---------    ---------   --------
      Units outstanding at June 30, 1999                 (68)         491        9,417        12,812        1,714         --
                                                   ---------    ---------    ---------     ---------    ---------   --------

      Total units outstanding June 30, 1999        2,576,113    5,558,747   20,205,265    20,205,839    9,300,235    186,569
                                                   =========    =========    =========     =========    =========   ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  International     Global         Emerging          High          Developing
                                                      Stock       Governments       Growth          Income           Markets
      Units for contracts in accumulation period:  Subaccount     Subaccount      Subaccount      Subaccount       Subaccount
                                                   ----------     ----------      ----------      ----------       ----------
<S>                                               <C>             <C>             <C>             <C>              <C>
      Units outstanding at December 31, 1997        4,373,475      1,232,126        3,752,045       1,234,868          458,727
      Units sold                                    5,085,363      1,096,047        4,843,927       3,628,184          896,126
      Units  repurchased                           (4,503,868)    (1,227,198)      (3,503,276)     (1,303,313)        (486,052)
                                                    ---------      ---------        ---------       ---------          -------
      Units outstanding at December 31, 1998        4,954,970      1,100,975        5,092,696       3,559,739          868,801
      Units sold                                    2,485,765        543,254        2,517,632       1,851,669          338,808
      Units repurchased                            (2,427,037)      (576,677)      (1,996,377)     (1,202,671)        (295,835)
                                                    ---------      ---------        ---------       ---------          -------
      Units outstanding at June 30, 1999            5,013,698      1,067,552        5,613,951       4,208,737          911,774
                                                    =========      =========        =========       =========          =======
      Units for annuitizeed contracts:
      Units outstanding at December 31, 1997               --             --            1,491              --               --
      Units sold                                        1,061            190              110           1,614               --
      Units repurchased                                   (35)            (3)             (61)            (48)              --
                                                    ---------      ---------        ---------       ---------        ---------
      Units outstanding at December 31, 1998            1,026            187            1,540           1,566               --
                                                    ---------      ---------        ---------       ---------        ---------
      Units sold                                           10              1                8             930               --
      Units repurchased                                   (86)            (8)             (97)            (84)              --
                                                    ---------      ---------        ---------       ---------        ---------
      Units outstanding at June 30, 1999                  950            180            1,451           2,412               --
                                                    ---------      ---------        ---------       ---------        ---------

      Total units outstanding June 30, 1999         5,014,648      1,067,732        5,615,402       4,211,149          911,774
                                                    =========      =========        =========       =========        =========
</TABLE>
(6)  Condensed Financial Information

      The table below gives per unit information  about the financial history of
each subaccount for each period.
<TABLE>
<CAPTION>
                                            Money Market              Bond                 Balanced              Growth & Income
                                             Subaccount            Subaccount             Subaccount             Stock Subaccount

<S>                                  <C>                    <C>                    <C>                     <C>
      Unit value:                        1999        1998        1999        1998       1999         1998       1999         1998
                                         ----        ----        ----        ----       ----         ----       ----         ----

        Beginning of period             $11.72      $11.31     $12.79      $12.21      $16.80      $15.02      $23.17       $19.91

        End of period                    11.91       11.72      12.66       12.79       18.39       16.80       27.75        23.17

      Percentage increase in
        unit value during  period        1.62%       5.31%    (1.02%)       3.69%       9.46%      22.44%      19.77%       39.38%

      Number of units outstanding
        at end of period             2,576,113   2,280,739  5,558,747   4,554,265  20,205,265  17,694,943  20,205,839   18,555,957
</TABLE>
<TABLE>
<CAPTION>

                                       Capital Appreciation        Mid-Cap             International          Global Governments
                                         Stock Subaccount     Stock Subaccount        Stock Subaccount             Subaccount

<S>                                  <C>                    <C>                    <C>                     <C>
      Unit value:                        1999        1998          1999*               1999         1998       1999         1998
                                         ----        ----          -----               ----         ----       ----         ----

        Beginning of period             $23.91      $20.05       $10.00               $14.41      $12.61      $12.02       $11.29

        End of period                    26.79       23.91        10.45                14.85       14.41       11.59        12.02

      Percentage increase in
        unit value during  period       12.05%      33.62%        4.50%                3.05%      17.76%     (3.58%)        2.66%

      Number of units outstanding
        at end of period             9,300,235   8,586,442      186,569            5,014,648   4,955,996   1,067,732    1,101,162
</TABLE>
      *1999 data is for the two-month period ended June 30, 1999.
<PAGE>
<TABLE>
<CAPTION>
                                          Emerging Growth        High Income          Developing Markets
                                            Subaccount            Subaccount            Stock Subaccount

<S>                                  <C>                    <C>                    <C>
      Unit value:                        1999        1998        1999        1998    1999         1998
                                         ----        ----        ----        ----    ----         ----

        Beginning of period             $16.04      $12.12     $10.87      $10.99    $5.17       $6.64

        End of period                    17.97       16.04      11.21       10.87     7.34        5.17

      Percentage increase in
        unit value during  period       12.03%      48.27%      3.13%       2.00%   41.97%      10.54%

      Number of units outstanding
        at end of period             5,615,402   5,094,236  4,211,149   3,561,305  911,774     868,801
</TABLE>
     For the Money Market Subaccount, the "seven-day average yield" for the fund
     for the seven days ended June 30, 1999, was 3.1% and the "effective  yield"
     for the period was 3.2%.


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