WNL SEPARATE ACCOUNT A, 497, 1996-05-29

WNL SEPARATE ACCOUNT A
497, 1996-05-29

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WESTERN NATIONAL LIFE INSURANCE COMPANY

Executive Office: Annuity Service Office:
5555 San Felipe, Suite 900 P.O. Box 361
Houston, Texas 77056 95 Bridge Street
(713) 888-7800 Haddam, CT 06438-0361
(800) 910-4455

INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS
ISSUED BY
WNL SEPARATE ACCOUNT A
AND
WESTERN NATIONAL LIFE INSURANCE COMPANY

The Individual Fixed and Variable Deferred Annuity Contracts with Flexible
Purchase Payments (the "Contracts") described in this Prospectus provide for
accumulation of Contract Values on a fixed or variable basis and payment of
annuity payments on a fixed and variable basis. The Contracts are designed for
use by individuals in retirement plans on a Qualified or Non-Qualified basis.
(See "Definitions.")

Purchase Payments for the Contracts will be allocated to a segregated
investment account of Western National Life Insurance Company (the "Company")
which account has been designated WNL Separate Account A (the "Separate
Account") or to the Company's General Account. Under certain circumstances,
Purchase Payments may initially be allocated to the Global Advisors Money
Market Sub-Account of the Separate Account. (See "Highlights.") The Separate
Account invests in shares of WNL Series Trust (see "WNL Series Trust"). WNL
Series Trust is a series fund with eight Portfolios currently available: Van
Kampen American Capital Emerging Growth Portfolio (formerly American Capital
Emerging Growth Portfolio), BEA Growth and Income Portfolio, Credit Suisse
International Equity Portfolio, BlackRock Managed Bond Portfolio, EliteValue
Asset Allocation Portfolio (formerly Quest for Value Asset Allocation
Portfolio), Salomon Brothers U.S. Government Securities Portfolio, Global
Advisors Growth Equity Portfolio and Global Advisors Money Market Portfolio.

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENT IN THE
CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF THE OWNER'S
INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE SURRENDERED, THE VALUE MAY
BE HIGHER OR LOWER THAN THE PURCHASE PAYMENTS.

This Prospectus concisely sets forth the information for a prospective
investor. Additional information about the Contracts is contained in the
Statement of Additional Information which is available at no charge. The
Statement of Additional Information has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Table of
Contents of the Statement of Additional Information can be found on Page 27 of
this Prospectus. For the Statement of Additional Information, call (800)
910-4455 or write to the Company's Annuity Service Office at the address
listed above.

INQUIRIES:

Any inquiries can be made by telephone or by writing to the Annuity Service
Office listed above.

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

This Prospectus and the Statement of Additional Information are dated May 1,
1996.

This Prospectus should be kept for future reference.

TABLE OF CONTENTS
Page

DEFINITIONS

HIGHLIGHTS

FEE TABLE

CONDENSED FINANCIAL INFORMATION

THE COMPANY

THE SEPARATE ACCOUNT

WNL SERIES TRUST
Van Kampen American Capital Emerging Growth Portfolio
BEA Growth and Income Portfolio
Credit Suisse International Equity Portfolio
BlackRock Managed Bond Portfolio
EliteValue Asset Allocation Portfolio
Salomon Brothers U.S. Government Securities Portfolio
Global Advisors Growth Equity Portfolio
Global Advisors Money Market Portfolio
Voting Rights
Substitution of Securities

CHARGES AND DEDUCTIONS
Deduction for Contingent Deferred Sales Charge (Sales Load)
Reduction or Elimination of the Contingent Deferred Sales Charge
Deduction for Mortality and Expense Risk Charge
Deduction for Enhanced Death Benefit Charge
Deduction for Administrative Charge
Deduction for Contract Maintenance Charge
Deduction for Premium and Other Taxes
Deduction for Expenses of the Trust

THE CONTRACTS
Owner
Joint Owners
Annuitant
Assignment

PURCHASE PAYMENTS AND CONTRACT VALUE
Purchase Payments
Allocation of Purchase Payments
Bonus
Dollar Cost Averaging
Contract Value
Accumulation Units
Accumulation Unit Value

TRANSFERS
Transfers Prior to the Annuity Date
Transfers During the Annuity Period
Sweep Account Program

WITHDRAWALS
Systematic Withdrawal Option
Texas Optional Retirement Program
Suspension or Deferral of Payments

PROCEEDS PAYABLE ON DEATH
Death of Owner During the Accumulation Period
Death Benefit Amount During the Accumulation Period
Enhanced Death Benefit Amount During the Accumulation Period
Death Benefit Options During the Accumulation Period
Death of Owner During the Annuity Period
Death of Annuitant
Payment of Death Benefit
Beneficiary
Change of Beneficiary

ANNUITY PROVISIONS
General
Annuity Date
Selection or Change of an Annuity Option
Frequency and Amount of Annuity Payments
Annuity
Fixed Annuity
Variable Annuity
Annuity Unit
Annuity Options

DISTRIBUTOR

ADMINISTRATION OF THE CONTRACTS

PERFORMANCE INFORMATION
Money Market Sub-Account
Other Sub-Accounts

TAX STATUS
General
Diversification
Multiple Contracts
Contracts Owned by Other than Natural Persons
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals -- Non-Qualified Contracts
Qualified Plans
Tax Treatment of Withdrawals -- Qualified Contracts
Tax-Sheltered Annuities -- Withdrawal Limitations
Section 457 - Deferred Compensation Plans

FINANCIAL STATEMENTS

LEGAL PROCEEDINGS

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

DEFINITIONS

ACCUMULATION PERIOD: The period during which Purchase Payments may be made
prior to the Annuity Date.

ACCUMULATION UNIT: A unit of measure used to determine the value of the
Owner's interest in a Sub-Account of the Separate Account during the
Accumulation Period.

ADJUSTED CONTRACT VALUE: The Contract Value less any applicable premium tax
and Contract Maintenance Charge. This amount is applied to the applicable
Annuity Tables to determine Annuity Payments.

AGE: The age of any Owner or Annuitant on his/her last birthday.

ANNUITANT: The natural person on whose life Annuity Payments are based. On or
after the Annuity Date, the Annuitant shall also include any Joint Annuitant.

ANNUITY DATE: The date on which Annuity Payments begin.

ANNUITY OPTIONS: Options available for Annuity Payments.

ANNUITY PAYMENTS: The series of payments made to the Owner or any named payee
after the Annuity Date under the Annuity Option selected.

ANNUITY PERIOD: The period of time beginning with the Annuity Date during
which the Annuity Payments are made.

ANNUITY SERVICE OFFICE: The office indicated on the Cover Page of this
Prospectus to which notices and requests must be sent.

ANNUITY UNIT: A unit of measure used to calculate Variable Annuity payments
during the Annuity Period.

BENEFICIARY: The person(s) or entity(ies) who will receive the death benefit.

BONUS: An additional amount paid by the Company, equal to one percent (1%) of
the initial Purchase Payment. The Bonus is recapturable by the Company under
certain circumstances. See the discussion of the Bonus in this Prospectus for
more information.

COMPANY: Western National Life Insurance Company.

CONTRACT ANNIVERSARY: An anniversary of the Issue Date.

CONTRACT VALUE: The sum of the Owner's interest in the General Account and the
Sub-Accounts of the Separate Account during the Accumulation Period.

CONTRACT YEAR: The first Contract Year is the annual period which begins on
the Issue Date. Subsequent Contract Years begin on each Contract Anniversary.

FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.

GENERAL ACCOUNT: The Company's general investment account which contains all
the assets of the Company with the exception of the Separate Account and other
segregated asset accounts.

INVESTMENT OPTION: An investment entity into which assets of the Separate
Account will be invested.

ISSUE DATE: The date on which the Contract became effective.

NON-QUALIFIED CONTRACTS: Contracts issued under non-qualified plans which do
not receive favorable tax treatment under Sections 401, 403(b), 408 or 457 of
the Internal Revenue Code of 1986, as amended (the "Code").

OWNER: The person or entity entitled to the ownership rights stated in the
Contract.

PORTFOLIO: A segment of an Investment Option which constitutes a separate and
distinct class of shares.

PURCHASE PAYMENT: A payment made by or on behalf of an Owner with respect to
the Contract.

QUALIFIED CONTRACTS: Contracts issued under qualified plans which receive
favorable tax treatment under Sections 401, 403(b), 408 or 457 of the Code.

SEPARATE ACCOUNT: The Company's Separate Account designated as WNL Separate
Account A.

SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts. Assets of
each Sub-Account will be invested in shares of an Investment Option or a
Portfolio of an Investment Option.

VALUATION DATE: Each day on which the Company and the New York Stock Exchange
("NYSE") are open for business.

VALUATION PERIOD: The period of time beginning at the close of business of the
NYSE on each Valuation Date and ending at the close of business for the next
succeeding Valuation Date.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the
Separate Account.

WRITTEN REQUEST: A request in writing, in a form satisfactory to the Company,
which is received by the Annuity Service Office, P.O. Box 361, 95 Bridge
Street, Haddam, CT 06438-0361.

HIGHLIGHTS

The Contract may be returned to the Company for any reason within ten (10)
calendar days after its receipt by the Owner (or, if the Contract
is issued in California, thirty (30) calendar days after the date of
receipt if the Owner is 60 years old as of the Issue Date, or twenty (20)
calendar days of the date of receipt with respect to the circumstances
described in (c) below) ("Right to Examine"). It may be returned to the
Company at its Annuity Service Office or to the agent through whom it was
purchased. When the Contract is received by the Company at its Annuity Service
Office, it will be voided as if it had never been in force. Upon its return,
the Company will refund the Contract Value less the Bonus (see "Bonus" on
page 13) next computed after receipt of the Contract by the Company at its
Annuity Service Office except in the following circumstances: (a) where the
Contract is purchased pursuant to an Individual Retirement Annuity; (b) in
those states which require the Company to refund Purchase Payments, less
withdrawals; or (c) in the case of Contracts which are deemed by certain
states to be replacing an existing annuity or insurance contract and which
require the Company to refund Purchase Payments, less withdrawals. With
respect to the circumstances described in (a), (b) and (c) above, the Company
will refund the greater of Purchase Payments, less any withdrawals, or the
Contract Value less the Bonus, and will allocate initial Purchase Payments
to the Global Advisors Money Market Sub-Account until the expiration of
fifteen (15) days from the Issue Date (or twenty-five (25) days in the
case of Contracts described under (c) above). Upon the expiration of the
fifteen-day period (or twenty-five-day period with respect to Contracts
described under (c)), the Sub-Account value of the Global Advisors
Money Market Sub-Account will be allocated to the Separate Account and the
General Account in accordance with the election made by the Owner in the
Application.

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from the Separate Account which is equal, on an annual basis, to 1.25% of the
average daily net asset value of the Separate Account. This charge compensates
the Company for assuming the mortality and expense risks under the Contracts.
(See "Charges and Deductions - Deduction for Mortality and Expense Risk
Charge.")

If the Owner selects the Enhanced Death Benefit, each Valuation Period prior
to the 75th birthday of the Owner, or oldest Joint Owner, the Company deducts
an Enhanced Death Benefit Charge from the Separate Account which is equal, on
an annual basis, to .15% of the average daily net asset value of the Separate
Account. This charge compensates the Company for assuming the mortality risks
for the Enhanced Death Benefit. (See "Charges and Deductions - Deduction for
Enhanced Death Benefit Charge.")

Each Valuation Period, the Company deducts an Administrative Charge from the
Separate Account which is equal, on an annual basis, to .15% of the average
daily net asset value of the Separate Account. This Charge compensates the
Company for costs associated with the administration of the Contracts and the
Separate Account. (See "Charges and Deductions - Deduction for Administrative
Charge.")

On each Contract Anniversary, the Company deducts a Contract Maintenance
Charge of $30 from the Contract Value by subtracting values from the General
Account and/or by canceling Accumulation Units from each applicable
Sub-Account. However, during the Accumulation Period, if the Contract Value
on the Contract Anniversary is at least $40,000, then no Contract
Maintenance Charge is deducted. If a total withdrawal is made on other than
a Contract Anniversary and the Contract Value for the Valuation Period
during which the total withdrawal is made is less than $40,000, the full
Contract Maintenance Charge will be deducted at the time of the total
withdrawal. The charge will be deducted from the General Account and the
Sub-Accounts in the same proportion that the amount of Contract Value in
the General Account and each Sub-Account bears to the total Contract
Value. During the Annuity Period, the Contract Maintenance Charge will be
deducted pro-rata from Annuity Payments regardless of Contract size and
will result in a reduction of each Annuity Payment. (See "Charges and
Deductions - Deduction for Contract Maintenance Charge.")

Premium taxes will be charged against the Contract. Some states assess premium
taxes when Purchase Payments are made. Other states assess premium taxes upon
annuitization. It is the Company's current practice to deduct for premium
taxes when they become due and payable to the states. (See "Charges and
Deductions - Deduction for Premium and Other Taxes.")

The Company will, at the time of the initial Purchase Payment, add an
additional amount, as a bonus (the "Bonus"), equal to one percent (1%) of such
Purchase Payment made under the Contract. Such additional amount will be
allocated to the Sub-Accounts of the Separate Account and/or the General
Account in the same manner as the Purchase Payment. If the Owner makes a
withdrawal prior to the seventh (7th) Contract Anniversary in excess of: (a)
10% of the Contract Value each Contract Year, or (b) the amount permitted
under the Systematic Withdrawal Option (See "Withdrawals - Systematic
Withdrawal Option"), an amount equal to the Bonus will be deducted by the
Company from the Contract Value. (See "Purchase Payments and Contract Value -
Bonus.")

There is a ten percent (10%) federal income tax penalty that may be applied to
the income portion of any distribution from the Contracts. However, under
certain circumstances, the penalty is not imposed. See "Tax Status - Tax
Treatment of Withdrawals - Non-Qualified Contracts" and "Tax Treatment of
Withdrawals - Qualified Contracts." For a further discussion of the
taxation of the Contracts, see "Tax Status."

Withdrawals of amounts attributable to contributions made pursuant to a salary
reduction agreement (as defined in Section 403(b)(11) of the Code) are limited
to circumstances only when the Owner : (a) attains age 59 1/2; (b)
separates from service; (c) dies; (d) becomes disabled (within the meaning of
Section 72(m)(7) of the Code); or (e) in the case of hardship. Withdrawals for
hardship are restricted to the portion of the Owner's Contract Value which
represents contributions made by the Owner and does not include any investment
results. The limitations on withdrawals became effective on January 1, 1989,
and apply only to: (1) salary reduction contributions made after December 31,
1988; (2) income attributable to such contributions; and (3) income
attributable to amounts held as of December 31, 1988. The limitations on
withdrawals do not affect rollovers or transfers between certain Qualified
Plans. Tax penalties may also apply. (See "Tax Status - Tax Treatment of
Withdrawals - Qualified Contracts.") Owners should consult their own tax
counsel or other tax adviser regarding any distributions. ( See "Tax Status
- -Tax-Sheltered Annuities - Withdrawal Limitations.")

See "Tax Status - Diversification" for a discussion of owner control of the
underlying investments in a variable annuity contract.

Because of certain exemptive and exclusionary provisions, interests in the
General Account are not registered under the Securities Act of 1933 and the
General Account is not registered as an investment company under the
Investment Company Act of 1940, as amended. Accordingly, neither the General
Account nor any interests therein are subject to the provisions of these
Acts, and the Company has been advised that the staff of the Securities
and Exchange Commission has not reviewed the disclosures in the
Prospectus relating to the General Account. Disclosures regarding the
General Account may, however, be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

WNL SEPARATE ACCOUNT A FEE TABLE

<TABLE>
<CAPTION>
<S> <C> <C>
CONTRACT OWNER TRANSACTION EXPENSES

Contingent Deferred Sales Charge Length of Time Charge
(see Note 2 below) From Purchase Payment (as a percentage of
(Number of Years) Purchase Payment)

1 5%
2 5%
3 5%
4 4%
5 3%
6 2%
7 1%
8 or more 0%
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Transfer Fee (see Note 3 below) None

Contract Maintenance Charge (see Note 4 below) $30 per Contract per Contract Year
</TABLE>

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

<TABLE>
<CAPTION>
<S> <C>
Mortality and Expense Risk Charge 1.25%
Administrative Charge .15%
-----
Total Separate Account Annual Expenses 1.40%
</TABLE>

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

Enhanced Death Benefit Charge (see Note 5 below) .15%

WNL SERIES TRUST ANNUAL EXPENSES
(as a percentage of the average daily net assets of a Portfolio)

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Management Other Total Annual
Fees* Expenses** Expenses
----------- ----------- -------------

Van Kampen American Capital Emerging Growth
Portfolio .75% .12% .87%
BEA Growth and Income Portfolio .75% .12% .87%
Credit Suisse International Equity Portfolio .90% .12% 1.02%
BlackRock Managed Bond Portfolio .55% .12% .67%
EliteValue Asset Allocation Portfolio .65% .12% .77%
Salomon Brothers U.S. Government
Securities Portfolio .475% .12% .595%
Global Advisors Growth Equity Portfolio .61% .12% .73%
Global Advisors Money Market Portfolio .45% .12% .57%
<FN>
* WNL INVESTMENT ADVISORY SERVICES, INC., THE TRUST'S INVESTMENT ADVISER
("ADVISER"), HAS AGREED TO WAIVE ITS MANAGEMENT FEES FOR EACH OF THE PORTFOLIOS FOR
THE INITIAL SIX (6) MONTHS OF EACH PORTFOLIO'S INVESTMENT OPERATIONS. ADDITIONALLY,
THE ADVISER HAS AGREED , UNTIL MAY 1, 1997 TO WAIVE THAT PORTION OF ITS
MANAGEMENT FEE WHICH IS IN EXCESS OF THE AMOUNT PAYABLE BY THE ADVISER TO EACH SUB-
ADVISER PURSUANT TO THE RESPECTIVE SUB-ADVISORY AGREEMENTS FOR EACH PORTFOLIO (SEE THE
TRUST PROSPECTUS FOR MORE INFORMATION ON ADVISORY AND SUB-ADVISORY FEES). THE
EXAMPLES BELOW ARE CALCULATED BASED UPON THE DEDUCTION OF THE FULL MANAGEMENT FEES.

** THE COMPANY HAS UNDERTAKEN TO REIMBURSE EACH PORTFOLIO FOR ALL
OPERATING EXPENSES, EXCLUDING MANAGEMENT FEES, THAT EXCEED .12% OF EACH PORTFOLIO'S
AVERAGE DAILY NET ASSETS UNTIL MAY 1, 1997. HAD THE COMPANY NOT REIMBURSED
SUCH EXPENSES, THE OTHER EXPENSES SHOWN ABOVE WOULD BE HIGHER. THE EXAMPLES
BELOW ARE CALCULATED BASED UPON SUCH REIMBURSEMENT OF EXPENSES.
</TABLE>

EXAMPLES

CALCULATED WITHOUT ENHANCED DEATH BENEFIT CHARGE
(See "Charges and Deductions - Deduction for Enhanced Death Benefit Charge")

A Contract Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets: (a) if the Contract is surrendered at
the end of each time period; (b) if the Contract is not surrendered or if the
Contract is annuitized.

<TABLE>
<CAPTION>
<S> <C> <C>
Time Periods
1 year 3 years
------------ --------

Van Kampen American Capital Emerging Growth
Portfolio a)$73.84 $123.39
b) 23.84 73.39
BEA Growth and Income Portfolio a)$73.84 $123.39
b) 23.84 73.39
Credit Suisse International Equity Portfolio a)$75.41 $128.12
b) 25.41 78.12
BlackRock Managed Bond Portfolio a)$71.74 $117.07
b) 21.74 67.07
EliteValue Asset Allocation Portfolio a)$72.79 $120.23
b) 22.79 70.23
Salomon Brothers a)$70.95 $114.69
U.S. Government Securities Portfolio b)$20.95 64.69

Global Advisors Growth Equity Portfolio a)$72.37 $118.97
b) 22.37 68.97
Global Advisors Money Market Portfolio a)$70.69 $113.89
b) 20.69 63.89
</TABLE>

CALCULATED WITH ENHANCED DEATH BENEFIT CHARGE
(See "Charges and Deductions - Deduction for Enhanced Death Benefit Charge")

<TABLE>
<CAPTION>
<S> <C> <C>
Time Periods
1 year 3 years
------------ --------

Van Kampen American Capital Emerging Growth
Portfolio a)$75.41 $128.12
b) 25.41 78.12
BEA Growth and Income Portfolio a)$75.41 $128.12
b) 25.41 78.12
Credit Suisse International Equity Portfolio a)$76.99 $132.83
b) 26.99 82.83
BlackRock Managed Bond Portfolio a)$73.31 $121.81
b) 23.31 71.81
EliteValue Asset Allocation Portfolio a)$74.36 $124.97
b) 24.36 74.97
Salomon Brothers a)$72.52 $119.44
U.S. Government Securities Portfolio b) 22.52 69.44

Global Advisors Growth Equity Portfolio a)$73.94 $123.71
b) 23.94 73.71
Global Advisors Money Market Portfolio a)$72.26 $118.65
b) 22.26 68.65
</TABLE>

NOTES TO FEE TABLE AND EXAMPLES

1. The purpose of the Fee Table is to assist Owners in understanding the
various costs and expenses that an Owner will incur directly or indirectly.
For additional information, see "Charges and Deductions" in this Prospectus
and the Prospectus for WNL Series Trust.

2. After the first Contract Anniversary, a withdrawal of up to 10% of
the Contract Value, determined as of the immediately preceding Contract
Anniversary, may be withdrawn once each Contract Year on a non-cumulative
basis without the imposition of the Contingent Deferred Sales Charge. The
Systematic Withdrawal Option may be selected in lieu of the 10% free
withdrawal amount. (See "Withdrawals - Systematic Withdrawal Option .")

3. Currently, no transfer fee is imposed on transfers. The Company
reserves the right to impose such a fee in the future which will not exceed
the lesser of $25 or 2% of the amount transferred.

4. During the Accumulation Period, if the Contract Value on the Contract
Anniversary is at least $40,000, then no Contract Maintenance Charge is
deducted. If a total withdrawal is made on other than a Contract Anniversary
and the Contract Value for the Valuation Period during which the total
withdrawal is made is less than $40,000, the full Contract Maintenance Charge
will be deducted at the time of the total withdrawal. During the Annuity
Period, the full charge will be deducted regardless of Contract size.

5. There is an Enhanced Death Benefit which can be selected by the Owner
at the time of application. There are two sets of Examples above. One set has
been calculated with the Enhanced Death Benefit Charge and the other set has
been calculated without it.

6. Premium taxes are not reflected. Premium taxes may apply. (See
"Charges and Deductions - Deduction for Premium and Other Taxes.")

7. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

CONDENSED FINANCIAL INFORMATION
Accumulation Unit Values

The following schedule includes Accumulation Unit Values for the periods
indicated. This data has been extracted from the Separate Account's Financial
Statements. The Separate Account's Financial Statements have been audited by
Coopers & Lybrand L.L.P., independent certified public accountants, whose
report thereon is included in the Statement of Additional Information.
This information should be read in conjunction with the Separate Account's
Financial Statements and related notes thereto which are included in the
Statement of Additional Information. Two sets of unit values are presented,
one with the Enhanced Death Benefit Charge and one without the Enhanced Death
Benefit Charge.

<TABLE>
<CAPTION>
<S> <C> <C>
Period from commencement of
operations through 12-31-95
----------------------------

BEA GROWTH AND INCOME SUB-ACCOUNT WITHOUT ENHANCED DEATH WITH ENHANCED DEATH
BENEFIT CHARGE BENEFIT CHARGE
----------------- ----------------
Unit value at beginning of period (10/20/95) $ 10.00 Not Applicable
Unit value at end of period $ 10.624
Number of units outstanding at end of period 461.8

CREDIT SUISSE INTERNATIONAL EQUITY SUB-
ACCOUNT

Unit value at beginning of period (10/20/95) $ 10.00 Not Applicable
Unit value at end of period $ 10.361
Number of units outstanding at end of period 430.6

GLOBAL ADVISORS GROWTH EQUITY SUB-ACCOUNT

Unit value at beginning of period (10/20/95) $ 10.00 Not Applicable
Unit value at end of period $ 10.325
Number of units outstanding at end of period 124.2

GLOBAL ADVISORS MONEY MARKET SUB-ACCOUNT

Unit value at beginning of period (10/10/95) $ 10.00 $ 10.00
Unit value at end of period $ 10.086 $ 10.083
Number of units outstanding at end of period 2,464.4 24.9
</TABLE>

As of December 31, 1995, the Van Kampen American Capital Emerging Growth,
BlackRock Managed Bond, EliteValue Asset Allocation, and Salomon Brothers U.S.
Government Securities Sub-Accounts had not yet commenced operations.

THE COMPANY

Western National Life Insurance Company (the "Company"), which had $9.3
billion in assets as of December 31, 1995, develops, markets and issues
annuity products through niche distribution channels. The Company markets
single premium deferred annuities to the savings and retirement markets,
flexible premium deferred annuities to the tax-qualified retirement market and
single premium immediate annuities to the structured settlement and retirement
markets. The Company primarily distributes its annuity products through
financial institutions, general agents and specialty brokers.

The Company, which was incorporated in Texas in 1944, is licensed to do
business in 46 states and the District of Columbia. It is a wholly-owned
subsidiary of Western National Corporation. The Company's executive offices
are located at 5555 San Felipe, Suite 900, Houston, Texas 77056. Its telephone
number is (713) 888-7800.

THE SEPARATE ACCOUNT

The Board of Directors of the Company adopted a resolution on November 9, 1994
to establish a segregated asset account pursuant to Texas insurance law. This
segregated asset account has been designated WNL Separate Account A (the
"Separate Account"). The Company has caused the Separate Account to be
registered with the Securities and Exchange Commission as a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940.

The assets of the Separate Account are the property of the Company. However,
the assets of the Separate Account, equal to the 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. Income,
gains and losses, whether or not realized, are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard
to other income, gains or losses of the Company. The Company's obligations
arising under the Contracts are general obligations.

The Separate Account meets the definition of a "separate account" under
federal securities laws.

The Separate Account is divided into Sub-Accounts. Each Sub-Account invests in
one Portfolio of WNL Series Trust. There is no assurance that the investment
objectives of any of the Portfolios will be met. Owners bear the complete
investment risk for Purchase Payments allocated to a Sub-Account. Contract
Values will fluctuate in accordance with the investment performance of the
Sub-Accounts to which Purchase Payments are allocated, and in accordance with
the imposition of the fees and charges assessed under the Contracts.

WNL SERIES TRUST

WNL Series Trust ("Trust") has been established to act as the funding vehicle
for the Contracts offered. The Trust is managed by WNL Investment Advisory
Services, Inc. ("Adviser"), an affiliate of the Company. The Adviser has
retained Sub-Advisers for each Portfolio to make investment decisions and
place orders. The Sub-Advisers for the Portfolios are: State Street Global
Advisors for the Global Advisors Growth Equity Portfolio and the Global
Advisors Money Market Portfolio; BEA Associates for the BEA Growth and Income
Portfolio; Credit Suisse Investment Management Ltd. for the Credit Suisse
International Equity Portfolio; Salomon Brothers Asset Management Inc. for the
Salomon Brothers U.S. Government Securities Portfolio; BlackRock Financial
Management for the BlackRock Managed Bond Portfolio; Op Cap Advisors, formerly
Quest for Value Advisors, for the EliteValue Asset Allocation Portfolio; and
Van Kampen American Capital Asset Management, Inc. for the Van Kampen American
Capital Emerging Growth Portfolio. See "Management of the Trust" in the Trust
Prospectus, which accompanies this Prospectus, for additional information
concerning the Adviser and the Sub-Advisers, including a description of
advisory and sub-advisory fees.

The Trust is a diversified open-end management investment company. While a
brief summary of the investment objectives of the Portfolios is set forth
below, more comprehensive information, including a discussion of potential
risks, is found in the current Prospectus for the Trust which is included with
this Prospectus. Purchasers should read the Prospectus for the Trust carefully
before investing. Additional Prospectuses and the Statement of Additional
Information can be obtained by calling or writing the Company at its Annuity
Service Office.

The Trust is intended to meet differing investment objectives with its
currently available separate Portfolios.

VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH PORTFOLIO (formerly, American
Capital Emerging Growth Portfolio)

The Portfolio's investment objective is to seek to provide capital
appreciation; any ordinary income received from portfolio securities is
entirely incidental. The Portfolio will, under normal conditions, invest at
least 65% of its total assets in common stocks of small and medium-sized
companies, both domestic and foreign, in the early stages of their life cycle
that the Sub-Adviser believes have the potential to become major enterprises.
While the Portfolio will invest primarily in common stocks, to a limited
extent, it may invest in other securities such as preferred stocks,
convertible securities and warrants. The Portfolio may invest up to 20% of its
assets in securities of foreign issuers. Investing in foreign securities
generally involves risks not ordinarily associated with investing in
securities of domestic issuers. Purchasers are cautioned to read the "Appendix
- - Foreign Investments" in the Trust Prospectus for a discussion of the risks
involved in foreign investing.

BEA GROWTH AND INCOME PORTFOLIO

The Portfolio's fundamental investment objective is to provide long-term
capital growth, current income and growth of income, consistent with
reasonable investment risk. The Portfolio will invest primarily in domestic
equity as well as domestic debt securities. The proportion of the Portfolio's
assets to be invested in each type of security will vary from time to time in
accordance with the Sub-Adviser's assessment of economic conditions and
investment opportunities. The asset allocation strategy is based on the
premise that, from time to time, certain asset classes are more attractive
long-term than others. The Sub-Adviser anticipates that under normal market
conditions, between 35% and 65% of the Portfolio's total assets will be
invested in equity securities, and between 35% and 65% will be invested in
debt securities.

CREDIT SUISSE INTERNATIONAL EQUITY PORTFOLIO

The Portfolio's fundamental investment objective is long-term capital
appreciation. The Portfolio will seek to achieve its objective primarily by
investing in equity and equity-related securities of companies from at least
five different countries, excluding the United States. This Portfolio is
intended for investors who can accept the risks involved in investments in
equity and equity-related securities of non-U.S. issuers, as well as in
foreign currencies, and in the active management techniques that the Portfolio
generally employs. Under normal conditions, the Portfolio will invest at least
65% of its total assets in equity securities of issuers whose principal places
of business (as determined by location of the issuer's principal headquarters)
are located in countries other than the United States. The balance of the
Portfolio, up to 35% of its total assets, may be invested in equity or debt
securities of U.S. issuers or foreign entities. Investing in foreign
securities generally involves risks not ordinarily associated with investing
in securities of domestic issuers. Purchasers are cautioned to read the
"Appendix - Foreign Investments" in the Trust Prospectus for a discussion of
the risks involved in foreign investing.

BLACKROCK MANAGED BOND PORTFOLIO

The Portfolio's fundamental investment objective is to provide a high total
return consistent with moderate risk of capital and maintenance of liquidity.
Total return will consist of income, plus realized and unrealized capital
gains and losses. Although the net asset value of the Portfolio will
fluctuate, the Portfolio attempts to preserve the value of its investments to
the extent consistent with its objective. The Sub-Adviser actively manages the
Portfolio's duration, the allocation of securities across market sectors, and
the selection of specific securities within sectors. The Sub-Adviser also
actively allocates the Portfolio's assets among the broad sectors of the
fixed-income market including, but not limited to, U.S. Government and agency
securities, corporate securities, private placements, and asset-backed and
mortgage-related securities, including residential and commercial
mortgage-backed securities. Under normal circumstances, the Sub-Adviser
intends to keep the Portfolio essentially fully invested with at least 65% of
the Portfolio's assets invested in bonds.

ELITEVALUE ASSET ALLOCATION PORTFOLIO (formerly, Quest for Value Asset
Allocation Portfolio)

The Portfolio's fundamental investment objective is to achieve growth of
capital over time through investment in a portfolio consisting of common
stocks, bonds and cash equivalents, the percentages of which will vary based
on the Sub-Adviser's assessments of the relative outlook for such investments.
In seeking to achieve its investment objective, the types of equity securities
in which the Portfolio may invest are likely to be primarily those of
companies that are believed by the Sub-Adviser to be undervalued in the
marketplace in relation to factors such as the companies' assets or earnings.
Debt securities are expected to be predominantly investment-grade,
intermediate to long-term U.S. Government and corporate debt, although the
Portfolio will also invest in high-quality, short-term money market and cash
equivalent securities and may invest almost all of its assets in such
securities when the Sub-Adviser deems it advisable in order to preserve
capital. In addition, the Portfolio may also purchase foreign securities,
provided that they are listed on a domestic or foreign securities exchange or
are represented by American depository receipts listed on a domestic
securities exchange or traded in domestic or foreign over-the-counter markets.
Investing in foreign securities generally involves risks not ordinarily
associated with investing in securities of domestic issuers. Purchasers are
cautioned to read the "Appendix - Foreign Investments" in the Trust Prospectus
for a discussion of the risks involved in foreign investing. The allocation of
the Portfolio's assets among the different types of permitted investments will
vary from time to time based upon the Sub-Adviser's evaluation of economic and
market trends and its perception of the relative values available from such
types of securities at any given time. There is neither a minimum nor a
maximum percentage of the Portfolio's assets that may, at any given time, be
invested in any of the types of investments identified above.

SALOMON BROTHERS U.S. GOVERNMENT SECURITIES PORTFOLIO

The Portfolio's fundamental investment objective is to seek a high level of
current income. The Portfolio seeks to attain its objective by investing a
substantial portion of its assets in debt obligations and mortgage-backed
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and collateralized mortgage obligations backed by such
securities. The Portfolio may also invest a portion of its assets in U.S.
dollar-denominated corporate investment grade debt securities.

GLOBAL ADVISORS GROWTH EQUITY PORTFOLIO

The Portfolio's fundamental investment objective is to provide total returns
that exceed over time the Standard & Poor's 500 Composite Stock Price Index
through investment in equity securities. Equity securities will be selected on
the basis of a proprietary analytical model of the Portfolio's Sub-Adviser.
Each security will be ranked according to two separate and uncorrelated
measures: value and the momentum of Wall Street sentiment. The Portfolio will
invest at least 65% of its total assets in equity securities. However, the
Portfolio may invest temporarily for defensive purposes, without limitation,
in certain short-term, fixed-income securities. Such securities may be used to
invest uncommitted cash balances or to maintain liquidity.

GLOBAL ADVISORS MONEY MARKET PORTFOLIO

The Portfolio's fundamental investment objective is to maximize current
income, to the extent consistent with the preservation of capital and
liquidity, and the maintenance of a stable $1.00 per share net asset value, by
investing in dollar-denominated securities with remaining maturities of one
year or less. The Portfolio attempts to meet its investment objective by
investing in high-quality money market instruments. An investment in this
Portfolio is neither insured nor guaranteed by the U.S. Government.

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote
the shares of the Trust held in the Separate Account at special meetings of
the shareholders in accordance with instructions received from persons having
the voting interest in the Separate Account. The Company will vote shares for
which it has not received instructions, as well as shares attributable to it,
in the same proportion as it votes shares for which it has received
instructions. The Trust does not hold regular meetings of shareholders.

The number of shares which a person has a right to vote will be determined as
of a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of the Trust. Voting instructions will be solicited by
written communication at least ten (10) days prior to the meeting.

SUBSTITUTION OF SECURITIES

If the shares of an Investment Option (or any Portfolio within an Investment
Option or any other Investment Option or Portfolio), are no longer available
for investment by the Separate Account or, if in the judgment of the Company's
Board of Directors, further investment in the shares should become
inappropriate in view of the purpose of the Contracts, the Company may limit
further purchase of such shares or may substitute shares of another Investment
Option or Portfolio for shares already purchased under the Contracts. No
substitution of securities may take place without prior approval of the
Securities and Exchange Commission and under the requirements it may impose.

CHARGES AND DEDUCTIONS

Various charges and deductions are made from the Contract Value and the
Separate Account. These charges and deductions are:

DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)

The Contracts do not provide for a front-end sales charge. However, if all or
a portion of the Contract Withdrawal Value (see "Withdrawals") is
withdrawn, a Contingent Deferred Sales Charge (sales load) will be
calculated at the time of each withdrawal and will be deducted from the
Contract Value. This charge reimburses the Company for expenses incurred in
connection with the promotion, sale and distribution of the Contracts. The
Contingent Deferred Sales Charge is based upon the length of time from when
each Purchase Payment was made as follows:

<TABLE>
<CAPTION>
<S> <C>
Length of Time Charge
From Purchase Payment (as a percentage of
(Number of Years) Purchase Payment)
- ---------------------- --------------------
1 5%
2 5%
3 5%
4 4%
5 3%
6 2%
7 1%
8 or more 0%
</TABLE>

After the first Contract Anniversary, a withdrawal of up to 10% of the
Contract Value, determined as of the immediately preceding Contract
Anniversary, may be withdrawn once each Contract Year on a non-cumulative
basis without the imposition of the Contingent Deferred Sales Charge ("Free
Withdrawal Amount"). The Systematic Withdrawal Option may be selected in lieu
of the 10% Free Withdrawal Amount. (See "Withdrawals -Systematic Withdrawal
Option.")

REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

The amount of the Contingent Deferred Sales Charge may be reduced or
eliminated when sales of the Contracts are made to individuals or to a group
of individuals in a manner that results in savings of sales expenses. The
entitlement to a reduction of the Contingent Deferred Sales Charge will be
determined by the Company after examination of all the relevant factors such
as:

1. The size and type of group to which sales are to be made will be
considered. Generally, the sales expenses for a larger group are less than for
a smaller group because of the ability to implement large numbers of Contracts
with fewer sales contacts.

2. The total amount of Purchase Payments to be received will be
considered. Per Contract sales expenses are likely to be less on larger
Purchase Payments than on smaller ones.

3. Any prior or existing relationship with the Company will be
considered. Per Contract sales expenses are likely to be less when there is a
prior existing relationship because of the likelihood of implementing the
Contract with fewer sales contacts.

4. There may be other circumstances, of which the Company is not
presently aware, which could result in reduced sales expenses.

If, after consideration of the foregoing factors, the Company determines that
there will be reduction in sales expenses, the Company may provide for a
reduction or elimination of the Contingent Deferred Sales Charge.

The Contingent Deferred Sales Charge may be eliminated when the Contracts are
issued to an officer, director or employee of the Company or any of its
affiliates. In no event will reductions or elimination of the Contingent
Deferred Sales Charge be permitted where reductions or elimination will be
unfairly discriminatory to any person.

DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from the Separate Account which is equal, on an annual basis, to 1.25% of the
average daily net asset value of the Separate Account. The mortality risks
assumed by the Company arise from its contractual obligation to make Annuity
Payments after the Annuity Date (determined in accordance with the Annuity
Option chosen by the Owner) regardless of how long all Annuitants live. This
assures that neither an Annuitant's own longevity, nor an improvement in life
expectancy greater than that anticipated in the mortality tables, will have
any adverse effect on the Annuity Payments the Annuitant will receive under
the Contract. Further, the Company bears a mortality risk in that it
guarantees the annuity purchase rates for the Annuity Options under the
Contract whether for a Fixed Annuity or a Variable Annuity. Also, the Company
bears a mortality risk with respect to the death benefit and with respect to
the waiver of the Contingent Deferred Sales Charge if Purchase Payments have
been held in the Contract less than seven (7) years. The expense risk assumed
by the Company is that all actual expenses involved in administering the
Contracts, including Contract maintenance costs, administrative costs, mailing
costs, data processing costs, legal fees, accounting fees, filing fees and the
costs of other services may exceed the amount recovered from the Contract
Maintenance Charge and the Administrative Charge.

If the Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company. The Company expects a profit from this charge.

The Mortality and Expense Risk Charge is guaranteed by the Company and cannot
be increased.

To the extent that the Contingent Deferred Sales Charge is insufficient to
cover the actual costs of distribution, the Company may use any of its
corporate assets, including potential profit which may arise from the
Mortality and Expense Risk Charge, to provide for any difference.

DEDUCTION FOR ENHANCED DEATH BENEFIT CHARGE

If the Owner selects the Enhanced Death Benefit, each Valuation Period prior
to the 75th birthday of the Owner, or oldest Joint Owner, the Company deducts
an Enhanced Death Benefit Charge from the Separate Account which is equal, on
an annual basis, to .15% of the average daily net asset value of the Separate
Account. This charge compensates the Company for assuming the mortality risks
for the Enhanced Death Benefit. (See "Proceeds Payable on Death - Enhanced
Death Benefit Amount During the Accumulation Period.") The Company expects a
profit from this charge.

DEDUCTION FOR ADMINISTRATIVE CHARGE

Each Valuation Period, the Company deducts an Administrative Charge from the
Separate Account which is equal, on an annual basis, to .15% of the average
daily net asset value of the Separate Account. This charge, together with the
Contract Maintenance Charge (see below), is to reimburse the Company for the
expenses it incurs in the establishment and maintenance of the Contracts and
the Separate Account. These expenses include but are not limited to:
preparation of the Contracts, confirmations, annual reports and statements,
maintenance of Owner records, maintenance of Separate Account records,
administrative personnel costs, mailing costs, data processing costs, legal
fees, accounting fees, filing fees, the costs of other services necessary for
Owner servicing and all accounting, valuation, regulatory and reporting
requirements. Since this charge is an asset-based charge, the amount of the
charge attributable to a particular Contract may have no relationship to the
administrative costs actually incurred by that Contract. The Company does not
intend to profit from this charge. This charge will be reduced to the extent
that the amount of this charge is in excess of that necessary to reimburse the
Company for its administrative expenses. Should this charge prove to be
insufficient, the Company will not increase this charge and will incur the
loss.

DEDUCTION FOR CONTRACT MAINTENANCE CHARGE

On each Contract Anniversary the Company deducts a Contract Maintenance Charge
from the Contract Value by subtracting values from the General Account and/or
by canceling Accumulation Units from each applicable Sub-Account to reimburse
it for expenses relating to maintenance of the Contracts. The Contract
Maintenance Charge is currently $30.00 each Contract Year. However, during the
Accumulation Period, if the Contract Value on the Contract Anniversary is at
least $40,000, then no Contract Maintenance Charge is deducted. If a total
withdrawal is made on other than a Contract Anniversary and the Contract Value
for the Valuation Period during which the total withdrawal is made is less
than $40,000, the full Contract Maintenance Charge will be deducted at the
time of the total withdrawal. During the Annuity Period, the Contract
Maintenance Charge will be deducted pro-rata from Annuity Payments regardless
of Contract size and will result in a reduction of each Annuity Payment. The
Contract Maintenance Charge will be deducted from the General Account and the
Sub-Accounts in the Separate Account in the same proportion that the amount of
Contract Value in the General Account and each Sub-Account bears to the total
Contract Value. The Company has set this charge at a level so that, when
considered in conjunction with the Administrative Charge (see above), it will
not make a profit from the charges assessed for administration.

DEDUCTION FOR PREMIUM AND OTHER TAXES

Any taxes, including any premium taxes, paid to any governmental entity
relating to the Contracts may be deducted from the Purchase Payments or
Contract Value when incurred. The Company will, in its sole discretion,
determine when taxes have resulted from: the investment experience of the
Separate Account; receipt by the Company of the Purchase Payments; or
commencement of Annuity Payments. The Company may, at its sole discretion, pay
taxes when due and deduct that amount from the Contract Value at a later date.
Payment at an earlier date does not waive any right the Company may have to
deduct amounts at a later date. The Company's current practice is to deduct
for premium taxes when they become due and payable to the states. Premium
taxes generally range from 0% to 4%.

While the Company is not currently maintaining a provision for federal income
taxes with respect to the Separate Account, the Company has reserved the
right to establish a provision for income taxes if it determines, in
its sole discretion, that it will incur a tax as a result of the
operation of the Separate Account. The Company will deduct for any income taxes
incurred by it as a result of the operation of the Separate Account whether or
not there was a provision for taxes and whether or not it was sufficient.

The Company will deduct any withholding taxes required by applicable law.

DEDUCTION FOR EXPENSES OF THE TRUST

There are other deductions from, and expenses (including management fees paid
to the investment adviser and other expenses) paid out of, the assets of the
Trust which are described in the Prospectus for the Trust.

THE CONTRACTS

OWNER

The Owner has all rights and may receive all benefits under the Contract. The
Owner is the person designated as such on the Issue Date, unless changed. The
Company will not issue a Contract to any Owner older than 85 years.

The Owner may change owners at any time prior to the Annuity Date by Written
Request. A change of Owner will automatically revoke any prior designation of
Owner. The change will become effective as of the date the Written Request is
signed. A new designation of Owner will not apply to any payment made or
action taken by the Company prior to the time it was received.

An Owner may make inquiries regarding his or her Contract by telephone or in
writing to the Annuity Service Office listed on the cover page of this
Prospectus.

For Non-Qualified Contracts, in accordance with Code Section 72(u), a deferred
annuity contract held by a corporation or other entity that is not a natural
person is not treated as an annuity contract for tax purposes. Income on the
contract is treated as ordinary income received by the owner during the
taxable year. However, for purposes of Code Section 72(u), an annuity
contract held by a trust or other entity as agent for a natural person is
considered held by a natural person and treated as an annuity contract for tax
purposes. Tax advice should be sought prior to purchasing a Contract which is
to be owned by a trust or other non natural person.

JOINT OWNERS

The Contract can be owned by Joint Owners. If Joint Owners are named, any
Joint Owner must be the spouse of the other Owner. Upon the death of either
Owner, the surviving Joint Owner will be the Primary Beneficiary. Any other
Beneficiary designation will be treated as a Contingent Beneficiary unless
otherwise indicated in a Written Request. Unless otherwise specified, if there
are Joint Owners, both signatures will be required for all Owner transactions
except telephone transfers. If the telephone transfer option is elected and
there are Joint Owners, either Joint Owner can give telephone instructions.

ANNUITANT

The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Owner at the Issue Date, unless
changed prior to the Annuity Date. The Annuitant may not be changed in a
Contract which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect.

ASSIGNMENT

A Written Request specifying the terms of an assignment of the Contract must
be provided to the Annuity Service Office. Until a Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in the Contract by assignment, agreement, or
otherwise.

The Company will not be responsible for the validity or tax consequences of
any assignment. Any assignment made after the death benefit has become payable
will be valid only with the Company's consent.

If the Contract is assigned, the Owner's rights may only be exercised with the
consent of the assignee of record.

If the Contract is issued pursuant to a retirement plan which receives
favorable tax treatment under the provisions of Sections 401, 403(b), 408 or
457 of the Code, it may not be assigned, pledged or otherwise transferred
except as may be allowed under applicable law.

PURCHASE PAYMENTS AND CONTRACT VALUE

PURCHASE PAYMENTS

The initial Purchase Payment is due on the Issue Date. The minimum initial
Purchase Payment for Non-Qualified Contracts is $5,000 and for Qualified
Contracts is $2,000 ($50 for Contracts issued in connection with Section
403(b) plans). The minimum subsequent Purchase Payment for Non-Qualified
Contracts is $1,000, or if the automatic premium check option is elected, $50.
The minimum subsequent Purchase Payment for Qualified Contracts is $50.
Subject to the maximum and minimum Purchase Payments discussed herein, the
Owner may make subsequent Purchase Payments and may increase or decrease or
change the frequency of such payments. The maximum total Purchase Payments the
Company will accept without Company approval is $500,000 for issue Ages up to
75. The maximum total Purchase Payments the Company will accept without
Company approval for issue Ages 75 and older is $250,000. The Company reserves
the right to reject any application or Purchase Payment.

All Purchase Payments and sums payable to the Company under the Contract are
payable only at the Company's lock box at State Street Bank and
Trust Company at the following addresses: via mail to: Western National
Life Insurance Company, P.O. Box 5429, Boston, MA 02206-5429; via overnight
delivery to: State Street Bank and Trust Company, Attn: Lock Box A3W, 1778
Heritage Drive, North Quincy, MA 02171.

ALLOCATION OF PURCHASE PAYMENTS

Purchase Payments are allocated to the General Account and/or the Sub-Accounts
of the Separate Account in accordance with the selection made by the Owner.
The allocation of the initial Purchase Payment is made in accordance with the
selection made by the Owner at the Issue Date. However, the Company will,
under certain circumstances, allocate initial Purchase Payments to the Global
Advisors Money Market Sub-Account until the expiration of the Right to Examine
Contract period (see "Highlights"). Unless otherwise changed by the Owner,
subsequent Purchase Payments are allocated in the same manner as the initial
Purchase Payment. Allocation of the Purchase Payments is subject to the terms
and conditions imposed by the Company. There are currently no limitations on
the number of Sub-Accounts that can be selected by an Owner. Allocations must
be in whole percentages with a minimum allocation of 10% of each Purchase
Payment or transfer, unless the Purchase Payment is being made pursuant to an
approved Dollar Cost Averaging Program or one of the Asset Allocation
Programs.

For initial Purchase Payments, if the forms required to issue the Contract are
in good order, the Company will apply the Purchase Payment to the Separate
Account and credit the Contract with Accumulation Units and/or to the General
Account and credit the Contract with dollars within two business days of
receipt.

In addition to the underwriting requirements of the Company, good order means
that the Company has received federal funds (monies credited to a bank's
account with its regional Federal Reserve Bank). If the forms required to
issue a Contract are not in good order, the Company will attempt to get them
in good order or the Company will return the forms and the Purchase Payment
within five business days. The Company will not retain the Purchase Payment
for more than five business days while processing incomplete forms unless it
has been so authorized by the purchaser. For subsequent Purchase Payments, the
Company will apply Purchase Payments to the Separate Account and credit the
Contract with Accumulation Units as of the end of the Valuation Period during
which the Purchase Payment was received in good order.

BONUS

The Company will, at the time of the initial Purchase Payment, add an
additional amount, as a Bonus, equal to one percent (1%) of such Purchase
Payment made under the Contract. The Bonus will be allocated to the
Sub-Accounts of the Separate Account and/or the General Account in the same
manner as the Purchase Payment to which it is attributable. The Company
reserves the right to limit its payment of such Bonus to $5,000.

If the Owner makes a withdrawal prior to the seventh (7th) Contract
Anniversary in excess of the Free Withdrawal Amount and/or in excess of the
amount permitted under the Systematic Withdrawal Option, an amount equal to
the Bonus will be deducted by the Company from the Contract Value (which will
be deducted pro-rata from the Sub-Accounts and/or the General Account in the
proportion that the amount of Contract Value in the Sub-Accounts and General
Account bears to the total Contract Value). The Company will not recapture any
investment earnings on the Bonus. Investment earnings are deemed to be
withdrawn on a first-in, first-out basis. Owners do not have a vested interest
in the principal amount of the Bonus until seven (7) Contract Years from the
date of the Bonus payment have elapsed, and until that time the additional
amount belongs to the Company.

For purposes of distributions under the Contract, the Bonus payment and any
investment earnings thereon shall be treated as taxable income and not as part
of the cost basis of the Contract (see "Tax Status - General").

DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which, if elected, permits an Owner to
systematically transfer amounts on a monthly, quarterly, semi-annual or annual
basis from the Global Advisors Money Market Sub-Account to one or more
Sub-Accounts. By allocating amounts on a regularly scheduled basis as
opposed to allocating the total amount at one particular time, an Owner may
be less susceptible to the impact of market fluctuations. The minimum amount
which may be transferred is $250 per transfer. The amount may be specified as
a percentage of Contract Values in the source Sub-Account(s) (in whole
percentages) or by dollar amount.

If selected, Dollar Cost Averaging must be for at least 12 months. There is no
current charge for Dollar Cost Averaging. The standard date of the month for
transfers is the date the Owner's request for an enrollment in the program is
received and processed by the Company and subsequent monthly, quarterly,
semi-annual or annual anniversaries of that date. The Owner may specify a
different future date. If the Company imposes a transfer fee, transfers made
pursuant to the Dollar Cost Averaging program will not be taken into account
in determining any transfer fee.

CONTRACT VALUE

The sum of the Owner's interest in the General Account and the Sub-Accounts of
the Separate Account during the Accumulation Period.

ACCUMULATION UNITS

Accumulation Units will be used to account for all amounts allocated to or
withdrawn from the Sub-Accounts of the Separate Account as a result of
Purchase Payments, withdrawals, transfers, or fees and charges. The Company
will determine the number of Accumulation Units of a Sub-Account purchased or
canceled. This will be done by dividing the amount allocated to (or the amount
withdrawn from) the Sub-Account by the dollar value of one Accumulation Unit
of the Sub-Account as of the end of the Valuation Period during which the
request for the transaction is received at the Annuity Service Office.

ACCUMULATION UNIT VALUE

The Accumulation Unit Value for each Sub-Account was arbitrarily set
initially at $10. The investment performance of the Trust as well as the
deduction of the charges discussed in this Prospectus affect Accumulation
Unit Values (see below). Subsequent Accumulation Unit Values for each Sub-
Account are determined by multiplying the Accumulation Unit Value for the
immediately preceding Valuation Period by the Net Investment Factor for
the Sub-Account for the current period.

The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:

<TABLE>
<CAPTION>
<S> <C> <C>
A is (i) the net asset value per share of the Investment Option or
Portfolio of an Investment Option held by the
Sub-Account for the current Valuation Period; plus

(ii) any dividend per share declared on behalf of such Investment
Option or Portfolio that has an ex-dividend date
within the current Valuation Period; less

(iii) the cumulative per share charge or credit for taxes reserved
which is determined by the Company to have
resulted from the operation or maintenance of the Sub-
Account.

B is the net asset value per share of the Investment Option or
Portfolio of an Investment Option held by the
Sub-Account for the immediately preceding Valuation Period,
plus or minus the cumulative per share charge or
credit for taxes reserved for the immediately preceding
Valuation Date.

C is the factor representing the cumulative per share unpaid
charges for the Mortality and Expense Risk Charge, for
the Administrative Charge and for the Enhanced Death
Benefit Charge, if any.
</TABLE>

The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.

TRANSFERS

TRANSFERS PRIOR TO THE ANNUITY DATE

Subject to any limitations imposed by the Company on the number of transfers
that can be made during the Accumulation Period, the Owner may transfer all or
part of the Owner's Contract Value by Written Request without the imposition
of any fee or charge if there have been no more than the number of free
transfers (currently, unlimited). Currently, there are no restrictions on the
number of transfers that can be made each Contract Year. However, if the
Company does limit the number of transfers in the future, Owners are
guaranteed 12 transfers without a transfer fee during the Accumulation Period.
All transfers are subject to the following:

1. Currently, the Company does not impose a transfer fee. The
Company reserves the right to charge a fee for transfers in the future which
will not exceed the lesser of $25 or 2% of the amount transferred (which will
be deducted from the amount which is transferred) .

2. The minimum amount which can be transferred is $250 (from (i) one or
multiple Sub-Accounts or (ii) the General Account) or the Owner's entire
interest in the Sub-Account or the General Account, if less. The minimum
amount which must remain in a Sub-Account after a transfer is $500 per
Sub-Account, or $0 if the entire amount in the Sub-Account is transferred. The
minimum amount which must remain in the General Account after a transfer is
$500, or $0 if the entire amount in the General Account is transferred.

3. The maximum amount which can be transferred from the General Account
to the Separate Account is 20% of the Owner's Contract Value in the General
Account as of the last Contract Anniversary. However, if the Sweep Account
Option has been elected, any funds transferred pursuant to that program will
not be included in this limitation (See "Sweep Account Program" below).

4. Transfers from any Sub-Account to the General Account may not be made
for the six-month period following any transfer from the General Account into
one or more of the Sub-Accounts.

5. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege described
above.

Owners can elect to make transfers by telephone. To do so, Owners must
complete a Written Request. The Company will use reasonable procedures to
confirm that instructions communicated by telephone are genuine. If it does
not, the Company may be liable for any losses due to unauthorized or
fraudulent instructions. The Company may tape record all telephone
instructions. The Company will not be liable for any loss, liability, cost or
expense incurred by the Owner for acting in accordance with such telephone
instructions believed to be genuine. The telephone transfer privilege may be
discontinued at any time by the Company.

If there are Joint Owners, unless the Company is informed to the contrary,
telephone instructions will be accepted from either of the Joint Owners.

Neither the Separate Account nor the Trust is designed for professional market
timing organizations or other entities using programmed and frequent
transfers. A pattern of exchanges that coincides with a "market timing"
strategy may be disruptive to a Portfolio. The Company reserves the right to
restrict the transfer privilege or reject any specific Purchase Payment
allocation request for any person whose transactions seem to follow a timing
pattern. Although not contractually obligated to do so, the Company may, in
its sole discretion, provide prior or contemporaneous notice of restrictions
on the transfer privilege to Owners.

TRANSFERS DURING THE ANNUITY PERIOD

During the Annuity Period, the Owner may make transfers, by Written Request,
as follows:

1. The Owner may make transfers of Contract Values between Sub-Accounts,
subject to any limitations imposed by the Company on the number of transfers
that can be made during the Annuity Period. Currently, there are no
restrictions on the number of transfers that can be made. However, if the
Company does limit the number of transfers in the future, Owners are
guaranteed six (6) transfers free of any transfer fee during the Annuity
Period. Currently, the Company does not impose a transfer fee. The
Company reserves the right to charge a fee for transfers in the future which
will not exceed the lesser of $25 or 2% of the amount transferred (which
will be deducted from the amount which is transferred) .

2. The Owner may, once each Contract Year, make a transfer from one or
more Sub-Accounts to the General Account. The Owner may not make a transfer
from the General Account to the Separate Account.

3. Transfers between Sub-Accounts will be made by converting the number
of Annuity Units being transferred to the number of Annuity Units of the
Sub-Account to which the transfer is made, so that the next Annuity Payment if
it were made at that time would be the same amount that it would have been
without the transfer. Thereafter, Annuity Payments will reflect changes in the
value of the new Annuity Units.

The amount transferred to the General Account from a Sub-Account will be
based on the annuity reserves for the Owner in that Sub-Account. Transfers to
the General Account will be made by converting the Annuity Units being
transferred to purchase fixed Annuity Payments under the Annuity Option in
effect and based on the Age of the Annuitant at the time of the transfer.

4. The minimum amount which can be transferred is $250 from one or
multiple Sub-Accounts, or the Owner's entire interest in the Sub-Account, if
less. The minimum amount which must remain in a Sub-Account after a transfer
is $500 per Sub-Account, or $0 if the entire amount in the Sub-Account is
transferred.

5. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege described
above.

If there are Joint Owners, unless the Company is informed to the contrary,
telephone instructions will be accepted from either of the Joint Owners.

SWEEP ACCOUNT PROGRAM

During the Accumulation Period, an Owner may elect to participate in the Sweep
Account Program which permits the Owner to transfer ("sweep") the income from
the General Account to the Sub-Accounts, on a quarterly basis, as long as the
General Account balance is at least $25,000. The transfer will be made on
quarterly anniversaries of the Issue Date of the Contract unless the Owner
specifies a different date.

ASSET ALLOCATION PROGRAMS

ASSET ALLOCATION - PORTFOLIO REBALANCING

From time to time the Company may make available a program (Asset Allocation
- - Portfolio Rebalancing) which provides for periodic pre-authorized automatic
transfers among the Sub-Accounts pursuant to written allocation instructions
from the Owner. Such transfers are made to maintain a particular percentage
allocation among the Portfolios as selected by the Owner. The minimum
allocation is 10% per selection.

An Owner may select that rebalancing occur on a monthly, quarterly,
semi-annual or annual basis and currently all Portfolios are available
investment options under the Program. The General Account is not an available
investment option under the Program.

ASSET ALLOCATION - FINANCIAL INTERMEDIARIES

In addition, the Company may make available another Asset Allocation program
whereby certain financial intermediaries will make their services available to
Owners to provide advice for the selection of the Sub-Accounts and the General
Account under the Contracts. The Company has recognized the value to Owners of
having available on a continuous basis advice for the selection of the
Sub-Accounts and the General Account. An Owner participating in such a program
authorizes the financial intermediary to make transfers of his or her Contract
Values among the Sub-Accounts and/or the General Account. The Company has not,
and will not, make any independent investigation of such financial
intermediaries, their services or the costs, if any, for such services. The
financial intermediaries will be required to comply with the Company's
administrative systems and rules, including the prohibition against market
timers. A Written Request will be required to participate in such Asset
Allocation programs.

An Owner may enter into an advisory agreement with such financial
intermediaries. If such an agreement is entered into, an Owner will need to
complete certain administrative forms. Compensation, if any, for the services
of the financial intermediaries is a matter between the intermediaries and the
Owners.

THE SELECTION OF FINANCIAL INTERMEDIARIES OR OTHER ADVISERS IS SOLELY THE
RESPONSIBILITY OF THE OWNER. ANY COMPENSATION DUE ANY FINANCIAL INTERMEDIARY
OR OTHER ADVISER AS A RESULT OF INVESTMENT ADVICE HE OR SHE MAY HAVE RENDERED
AN OWNER IN CONNECTION WITH THE CONTRACTS IS SOLELY THE OWNER'S
RESPONSIBILITY. THE COMPANY HAS NOT MADE ANY INDEPENDENT INVESTIGATION OF THE
FINANCIAL INTERMEDIARIES OFFERING ANY ASSET ALLOCATION PROGRAMS OR OF THE
PROGRAMS THEY OFFER. THE COMPANY DOES NOT ENDORSE THE FINANCIAL INTERMEDIARIES
OFFERING "ASSET ALLOCATION PROGRAMS."

The above Asset Allocation programs are only available during the Accumulation
Period. Currently, there is no minimum Contract Value required for
participants in such a program. However, the Company reserves the right to
require a minimum Contract Value for Asset Allocation programs. The Company
does not currently charge for enrollment in the programs but reserves the
right to do so. Owners can terminate their participation in any program by
Written Request. If the Company imposes a transfer fee, transfers made
pursuant to an Asset Allocation program will not be taken into account in
determining any transfer fee. The Company reserves the right to modify,
suspend or terminate either of the Asset Allocation programs at any time.

WITHDRAWALS

During the Accumulation Period, the Owner may, upon a Written Request, make a
total or partial withdrawal of the Contract Withdrawal Value. The Contract
Withdrawal Value is:

1. The Contract Value as of the end of the Valuation Period during which
a Written Request for a withdrawal is received; less

2. Any applicable taxes not previously deducted; less

3. Any applicable Contingent Deferred Sales Charge; less

4. The Contract Maintenance Charge, if any.

A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account or a reduction in the Owner's General Account Contract
Value in the ratio that the Owner's interest in the Sub-Account and/or General
Account bears to the total Contract Value. The Owner must specify by Written
Request in advance which Sub-Account Units are to be canceled if other than
the above method is desired.

The Company will pay the amount of any withdrawal from the Separate Account
within seven (7) days of receipt of a request in good order unless the
Suspension or Deferral of Payments provision is in effect.

Each partial withdrawal must be for at least $500. The minimum Contract Value
which must remain in the Contract after a partial withdrawal is $5,000 for
Non-Qualified Contracts and $2,000 for Qualified Contracts.

Certain tax withdrawal penalties and restrictions may apply to withdrawals
from the Contracts. (See "Tax Status.") For Contracts purchased in connection
with 403(b) plans, the Code limits the withdrawal of amounts attributable to
contributions made pursuant to a salary reduction agreement (as defined in
Section 403(b)(11) of the Code) to circumstances only when the Owner: (1)
attains age 59 1/2; (2) separates from service; (3) dies; (4) becomes disabled
(within the meaning of Section 72(m)(7) of the Code); or (5) in the case of
hardship.

However, withdrawals for hardship are restricted to the portion of the Owner's
Contract Value which represents contributions made by the Owner and does not
include any investment results. The limitations on withdrawals became
effective on January 1, 1989, and apply only to salary reduction contributions
made after December 31, 1988, to income attributable to such contributions and
to income attributable to amounts held as of December 31, 1988. The
limitations on withdrawals do not affect rollovers or transfers between
certain Qualified Plans. Owners should consult their own tax counsel or other
tax adviser regarding any distributions.

SYSTEMATIC WITHDRAWAL OPTION

The Company permits a systematic withdrawal option which enables an Owner to
pre-authorize a periodic exercise of the contractual withdrawal rights
described above. The total permitted systematic withdrawals in a Contract
Year are limited to not more than 10% of the Contract Value as of the
immediately preceding Contract Anniversary or, if during the first
Contract Year, the Issue Date. The Systematic Withdrawal Option can be
exercised at any time including during the first Contract Year. The
exercise of the systematic withdrawal option in any Contract Year replaces the
10% Free Withdrawal Amount which is allowable once per Contract Year after the
first Contract Anniversary without incurring a Contingent Deferred Sales Charge.

Systematic withdrawals are not available for Non-Qualified Contracts where the
Owner is under age 59 1/2. Certain tax penalties and restrictions may apply to
systematic withdrawals from the Contracts. (See "Tax Status - Tax Treatment of
Withdrawals -- Qualified Contracts" and "Tax Treatment of Withdrawals --
Non-Qualified Contracts.") Owners entering into such a program instruct the
Company to withdraw an amount specified as a percentage of Contract Value, or
in dollars on a monthly, quarterly or semi-annual basis. The minimum
withdrawal amount is $100 per payment. The standard date of the month for
withdrawals is the date the Owner's request for enrollment in the program is
received and processed by the Company, and subsequent monthly (or the payment
schedule selected) anniversaries of that date. The Owner may specify a
different future date.

TEXAS OPTIONAL RETIREMENT PROGRAM

A Contract issued to a participant in the Texas Optional Retirement Program
("ORP") will contain an ORP endorsement that will amend the Contract as
follows: (A) If for any reason a second year of ORP participation is not
begun, the total amount of the State of Texas' first-year contribution will be
returned to the appropriate institution of higher education upon its request
and (B) No benefits will be payable, through surrender of the Contract or
otherwise, until the participant dies, accepts retirement, terminates
employment in all Texas institutions of higher education or attains the age of
70 1/2. The value of the Contract may, however, be transferred to other
contracts or carriers during the period of ORP participation. A participant in
the ORP is required to obtain a certificate of termination from the
participant's employer before the value of a Contract can be withdrawn.

SUSPENSION OR DEFERRAL OF PAYMENTS

The Company reserves the right to suspend or postpone payments for a
withdrawal or transfer for any period when:

1. The New York Stock Exchange is closed (other than customary weekend
and holiday closings);

2. Trading on the New York Stock Exchange is restricted;

3. An emergency exists as a result of which disposal of securities held
in the Separate Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets; or

4. During any other period when the Securities and Exchange Commission,
by order, so permits for the protection of Owners; provided that applicable
rules and regulations of the Securities and Exchange Commission will govern as
to whether the conditions described in (2) and (3) exist.

The Company reserves the right to defer payment for a withdrawal or transfer
from the General Account for the period permitted by law but not for more than
six months after written election is received by the Company.

PROCEEDS PAYABLE ON DEATH

DEATH OF OWNER DURING THE ACCUMULATION PERIOD

Upon the death of the Owner or Joint Owner during the Accumulation Period, the
death benefit will be paid to the Beneficiary(ies) designated by the Owner.
Upon the death of a Joint Owner, the surviving Joint Owner, if any, will be
treated as the primary Beneficiary. Any other Beneficiary designation on
record at the time of death will be treated as a contingent Beneficiary.

A Beneficiary may request that the death benefit be paid under one of the
Death Benefit Options below. If the Beneficiary is the spouse of the Owner, he
or she may elect to continue the Contract at the then current Contract Value
in his or her own name and exercise all the Owner's rights under the Contract.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

For a death occurring prior to the 80th birthday of the Owner, or the oldest
Joint Owner, the death benefit during the Accumulation Period will be the
greater of:

1. The Purchase Payments, less any withdrawals including any previously
deducted Contingent Deferred Sales Charge; or

2. The Contract Value determined as of the end of the Valuation Period
during which the Company receives at its Annuity Service Office both due proof
of death and an election of the payment method; or

3. The highest Step-up Value prior to the date of death. The Step-up
Value is equal to the Contract Value on each seventh Contract Anniversary,
plus any Purchase Payments made after such Contract Anniversary, less any
withdrawals and Contingent Deferred Sales Charge deducted after such Contract
Anniversary.

For a death occurring on or after the 80th birthday of the Owner, or the
oldest Joint Owner, the death benefit during the Accumulation Period will be
the Contract Value determined as of the end of the Valuation Period during
which the Company receives at its Annuity Service Office both due proof of
death and an election of the payment method.

ENHANCED DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

If the Owner selects the Enhanced Death Benefit, for a death occurring prior
to the 75th birthday of the Owner, or the oldest Joint Owner, the death
benefit will be the greater of:

1. The Purchase Payments, less any withdrawals and previously deducted
Contingent Deferred Sales Charge; or

4. The total amount of Purchase Payments compounded up to the date of
death at 3% interest, minus the total withdrawals and previously deducted
Contingent Deferred Sales Charges compounded up to the date of death at 3%
interest, not to exceed 200% of Purchase Payments, less withdrawals and
previously deducted Contingent Deferred Sales Charges.

For a death occurring on or after the 75th birthday and before the 80th
birthday of the Owner, or the oldest Joint Owner, the death benefit during the
Accumulation Period will be the greater of 1, 2 or 3 above.

For death occurring on or after the 80th birthday of the Owner, or the oldest
Joint Owner, the death benefit during the Accumulation Period will be the
Contract Value determined as of the Valuation Period during which the Company
receives at its Annuity Service Office both due proof of death and an election
of the payment method.

Owners should refer to their Contract for the applicable Death Benefit
provision.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD

A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Owner during the
Accumulation Period:

OPTION 1 -- lump sum payment of the death benefit; or

OPTION 2 -- payment of the entire death benefit within five (5) years of
the date of the death of the Owner; or

OPTION 3 -- payment of the death benefit under an Annuity Option over
the lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one year of
the date of death of the Owner or any Joint Owner.

Any portion of the death benefit not applied under Option 3 within one year of
the date of the Owner's death, must be distributed within five years of the
date of death.

A spousal Beneficiary may elect to continue the Contract in his or her own
name at the then current Contract Value, elect a lump sum payment of the death
benefit or apply the death benefit to an Annuity Option.

If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected
during the 60-day period beginning with the date of receipt of proof of death.

DEATH OF OWNER DURING THE ANNUITY PERIOD

If the Owner or a Joint Owner, who is not the Annuitant, dies during the
Annuity Period, any remaining payments under the Annuity Option elected will
continue at least as rapidly as under the method of distribution in effect at
such Owner's death. Upon the death of the Owner during the Annuity Period, the
Beneficiary becomes the Owner.

DEATH OF ANNUITANT

Upon the death of the Annuitant, who is not the Owner, during the Accumulation
Period, the Owner may designate a new Annuitant, subject to the Company's
underwriting rules then in effect. If no designation is made within 30 days of
the death of the Annuitant, the Owner will become the Annuitant. If the Owner
is a non-natural person, the death of the Annuitant will be treated as the
death of the Owner and a new Annuitant may not be designated.

Upon the death of the Annuitant during the Annuity Period, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits
will be paid at least as rapidly as under the method of distribution in effect
at the Annuitant's death.

PAYMENT OF DEATH BENEFIT

The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:

1. a certified death certificate;

2. a certified decree of a court of competent jurisdiction as to the
finding of death; or

3. any other proof satisfactory to the Company.

All death benefits will be paid in accordance with applicable law or
regulations governing death benefit payments.

BENEFICIARY

The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. The Beneficiary is entitled to receive the benefits to be paid
at the death of the Owner. Unless the Owner provides otherwise, the death
benefit will be paid in equal shares to the survivor(s) as follows:

1. to the Primary Beneficiary(ies) who survive the Owner's and/or the
Annuitant's death, as applicable; or if there are none,

2. to the Contingent Beneficiary(ies) who survive the Owner's and/or the
Annuitant's death, as applicable; or if there are none,

3. to the estate of the Owner.

CHANGE OF BENEFICIARY

Subject to the rights of any irrevocable Beneficiary(ies), the Owner may
change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). Any change
must be made by Written Request. The change will take effect as of the date
the Written Request is signed. The Company will not be liable for any payment
made or action taken before it records the change.

ANNUITY PROVISIONS

GENERAL

On the Annuity Date, the Adjusted Contract Value will be applied under the
Annuity Option selected by the Owner. Annuity Payments may be made on a fixed
or variable basis or both.

ANNUITY DATE

The Annuity Date is selected by the Owner on the Issue Date. The Annuity Date
must be the first day of a calendar month and must be at least five years
after the Issue Date. The Annuity Date may not be later than that required
under state law.

Prior to the Annuity Date, the Owner, subject to the above, may change the
Annuity Date by Written Request. Any change must be requested at least fifteen
(15) days prior to the new Annuity Date.

SELECTION OR CHANGE OF AN ANNUITY OPTION

An Annuity Option is selected by the Owner at the time the Contract is issued.
If no Annuity Option is selected, Option B with 120 monthly payments
guaranteed will automatically be applied. Prior to the Annuity Date, the Owner
can change the Annuity Option selected by Written Request. Any change must
be requested at least fifteen (15) days prior to the Annuity Date.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

Annuity Payments are paid in monthly, quarterly, semi-annual or annual
installments. The Adjusted Contract Value is applied to the Annuity Table for
the Annuity Option selected. If the Adjusted Contract Value to be applied
under an Annuity Option is less than $2,000, the Company reserves the right to
make a lump sum payment in lieu of Annuity Payments. If the Annuity Payment
would be or become less than $200 where only a Fixed Annuity or a Variable
Annuity is selected, or if the Annuity Payment would be or become less than
$100 on each basis when a combination of Fixed and Variable Annuities is
selected, the Company will reduce the frequency of payments to an interval which
will result in each payment being at least $200, or $100 on each basis if a
combination of Fixed and Variable Annuities is selected.

ANNUITY

If the Owner selects a Fixed Annuity, the Adjusted Contract Value is allocated
to the General Account and the Annuity is paid as a Fixed Annuity. If the
Owner selects a Variable Annuity, the Adjusted Contract Value will be
allocated to the Sub-Account(s) of the Separate Account in accordance with the
selection made by the Owner, and the Annuity will be paid as a Variable
Annuity. The Owner can also select a combination of a Fixed and Variable
Annuity and the Adjusted Contract Value will be allocated accordingly. Unless
the Owner specifies otherwise, the payee of the Annuity Payments shall be the
Annuitant and any Joint Annuitant.

The Adjusted Contract Value will be applied to the applicable Annuity Table
contained in the Contract based upon the Annuity Option selected by the Owner.

FIXED ANNUITY

The Owner may elect to have the Adjusted Contract Value applied to provide a
Fixed Annuity. The dollar amount of each Fixed Annuity payment will be
determined in accordance with Annuity Tables contained in the Contract which
are based on the minimum guaranteed interest rate of 3% per year. After the
initial Fixed Annuity payment, the payments will not change regardless of
investment, mortality or expense experience.

VARIABLE ANNUITY

Variable Annuity payments reflect the investment performance of the Separate
Account in accordance with the allocation of the Adjusted Contract Value to
the Sub-Accounts during the Annuity Period. Variable Annuity payments are not
guaranteed as to dollar amount.

The dollar amount of the first Variable Annuity payment is determined in
accordance with the description above. The dollar amount of Variable Annuity
payments for each applicable Sub-Account after the first Variable Annuity
payment is determined as follows:

1. The dollar amount of the first Variable Annuity payment is divided by
the value of an Annuity Unit for each applicable Sub-Account as of the Annuity
Date. This sets the number of Annuity Units for each monthly payment for the
applicable Sub-Account. The number of Annuity Units for each applicable
Sub-Account remains fixed during the Annuity Period;

2. The fixed number of Annuity Units per payment in each Sub-Account is
multiplied by the Annuity Unit value for that Sub-Account for the last
Valuation Period of the month preceding the month for which the payment is
due. This result is the dollar amount of the payment for each applicable
Sub-Account.

The total dollar amount of each Variable Annuity payment is the sum of all
Sub-Account Variable Annuity payments reduced by the applicable portion of the
Contract Maintenance Charge.

ANNUITY UNIT

The value of any Annuity Unit for each Sub-Account of the Separate Account was
set initially at $10.

The Sub-Account Annuity Unit value at the end of any subsequent Valuation
Period is determined as follows:

1. The Net Investment Factor for the current Valuation Period is
multiplied by the value of the Annuity Unit for the Sub-Account for the
immediately preceding Valuation Period.

2. The result in (1) is then divided by the Assumed Investment Rate
Factor which equals 1.00 plus the Assumed Investment Rate for the number of
days since the preceding Valuation Date. The Assumed Investment Rate is equal
on an annual rate to 3%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

ANNUITY OPTIONS

The following Annuity Options or any other Annuity Option acceptable to the
Company may be selected:

OPTION A (LIFE ANNUITY): Monthly Annuity Payments during the life of the
Annuitant.

OPTION B (LIFE ANNUITY WITH PERIODS CERTAIN OF 60, 120, 180 OR 240
MONTHS): Monthly Annuity Payments during the lifetime of the Annuitant and in
any event for sixty (60), one hundred twenty (120), one hundred eighty (180)
or two hundred forty (240) months certain as selected.

OPTION C (JOINT AND SURVIVOR ANNUITY): Monthly Annuity Payments payable
during the joint lifetime of the Annuitant and a Joint Annuitant and then
during the lifetime of the survivor at the percentage (100%, 75%, 66 2/3% or
50%) selected.

Annuity Options A, B, and C are available on a Fixed Annuity basis, a Variable
Annuity basis or a combination of both. Election of a Fixed Annuity or a
Variable Annuity must be made no later than fifteen (15) days prior to the
Annuity Date. If no election is made with respect to whether the Annuity
Option will be on a Fixed Annuity basis, Variable Annuity basis or a
combination of both, the Annuity Option will be paid to reflect the allocation
of the Contract Value on the Annuity Date between the Separate Account and the
General Account, if any.

DISTRIBUTOR

WNL Brokerage Services, Inc. ("WNL Brokerage"), 5555 San Felipe, Suite 900,
Houston, Texas 77056 is the distributor and underwriter of the Contracts. WNL
Brokerage is registered as a broker-dealer with the Securities and Exchange
Commission and is a member of the National Association of Securities Dealers,
Inc. WNL Brokerage and the Company are owned by the same corporation.

Commissions will be paid to broker-dealers who sell the Contracts.
Broker-dealers will be paid commissions, up to an amount currently equal to 7%
of Purchase Payments, for promotional or distribution expenses associated with
the marketing of the Contracts.

ADMINISTRATION OF THE CONTRACTS

While the Company has primary responsibility for all administration of the
Contracts, it has retained the services of Financial Administrative Services,
Inc. ("FAS") pursuant to an Insurance Service Agreement. Such administrative
services include issuance of the Contracts and maintenance of Owners' records.
The Company pays all fees and charges of FAS. FAS serves as the administrator
to various insurance companies. The Company's ability to administer the
Contracts could be adversely affected should FAS elect to terminate the
Agreement.

PERFORMANCE INFORMATION

MONEY MARKET SUB-ACCOUNT

From time to time, the Company may advertise the "yield" and "effective yield"
of the Global Advisors Money Market Sub-Account ("Money Market Sub-Account")
of the Separate Account. Both yield figures are based on historical earnings
and are not intended to indicate future performance. The "yield" of the Money
Market Sub-Account refers to the income generated by Contract Values in the
Money Market Sub-Account over a seven-day period (which period will be stated
in the advertisement). This income is "annualized." That is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the Contract
Value in the Money Market Sub-Account. The "effective yield" is calculated
similarly. However, when annualized, the income earned by Contract Value is
assumed to be reinvested. This results in the "effective yield" being slightly
higher than the "yield" because of the compounding effect of the assumed
reinvestment. The yield figure will reflect the deduction of any asset-based
charges and any applicable Contract Maintenance Charge.

OTHER SUB-ACCOUNTS

From time to time, the Company may advertise performance data for the various
other Sub-Accounts under the Contract. Such data will show the percentage
change in the value of an Accumulation Unit based on the performance of an
Investment Option over a period of time, usually a calendar year, determined
by dividing the increase (decrease) in value for that Unit by the Accumulation
Unit value at the beginning of the period. This percentage figure will reflect
the deduction of any asset-based charges and any applicable Contract
Maintenance Charge under the Contracts.

Any advertisement will also include total return figures calculated as
described in the Statement of Additional Information. The total return figures
will reflect the deduction of all charges and deductions under the Contracts
and the fees and expenses of the Portfolios. The Company may also advertise
performance information computed on a different basis.

The Company may make available yield information with respect to some of the
Sub-Accounts. Such yield information will be calculated as described in the
Statement of Additional Information. The yield information will reflect the
deduction of all charges and deductions under the Contracts and the fees and
expenses of the Portfolios.

The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values.

In addition, the Company may distribute sales literature which compares the
percentage change in Accumulation Unit values for any of the Sub-Accounts
against established market indexes such as the Standard & Poor's 500 Composite
Stock Price Index, the Dow Jones Industrial Average or other management
investment companies which have investment objectives similar to the
underlying Portfolio being compared. The Standard & Poor's 500 Composite Stock
Price Index is an unmanaged, unweighted average of 500 stocks, the majority of
which are listed on the New York Stock Exchange. The Dow Jones Industrial
Average is an unmanaged, weighted average of 30 blue chip industrial
corporations listed on the New York Stock Exchange. Both the Standard & Poor's
500 Composite Stock Price Index and the Dow Jones Industrial Average assume
quarterly reinvestment of dividends.

In addition, the Company may, as appropriate, compare each Sub-Account's
performance to that of other types of investments such as certificates of
deposit, savings accounts and U.S. Treasuries, or to certain interest rate and
inflation indexes, such as the Consumer Price Index, which is published by the
U.S. Department of Labor and measures the average change in prices over time
of a fixed "market basket" of certain specified goods and services. Similar
comparisons of Sub-Account performance may also be made with appropriate
indexes measuring the performance of a defined group of securities widely
recognized by investors as representing a particular segment of the securities
markets. For example, Sub-Account performance may be compared with Donoghue
Money Market Institutional Averages (money market rates), Lehman Brothers
Corporate Bond Index (corporate bond interest rates) or Lehman Brothers
Government Bond Index (long-term U.S. Government obligation interest rates).

The Company may also distribute sales literature which compares the
performance of the Accumulation Unit values of the Contracts issued through
the Separate Account with the unit values of variable annuities issued through
the separate accounts of other insurance companies. Such information will be
derived from the Lipper Variable Insurance Products Performance Analysis
Service, the VARDS Report or from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which currently tracks the performance of almost 4,000 investment companies.
The rankings compiled by Lipper may or may not reflect the deduction of
asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate whether or not such charges have been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.

The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Georgia and published by Financial
Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based insurance charges. Where the charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the rankings might have been lower.

Morningstar rates a variable annuity Sub-Account against its peers with
similar investment objectives. Morningstar does not rate any Sub-Account that
has less than three years of performance data. The Morningstar rankings may or
may not reflect the deduction of charges. Where the charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the rankings might have been lower.

TAX STATUS

GENERAL

NOTE: The following description is based upon the Company's understanding of
current federal income tax law applicable to annuities in general. The Company
cannot predict the probability that any changes in such laws will be made.
Purchasers are cautioned to seek competent tax advice regarding the
possibility of such changes. The Company does not guarantee the tax status of
the Contracts. Purchasers bear the complete risk that the Contracts may not be
treated as "annuity contracts" under federal income tax laws. It should be
further understood that the following discussion is not exhaustive and that
special rules not described in this Prospectus may be applicable in certain
situations. Moreover, no attempt has been made to consider any applicable
state or other tax laws.

Section 72 of the Code governs taxation of annuities in general. An Owner is
not taxed on increases in the value of a Contract until distribution occurs,
either in the form of a lump sum payment or as Annuity Payments under the
Annuity Option selected. For a lump sum payment received as a total withdrawal
(total surrender), the recipient is taxed on the portion of the payment that
exceeds the cost basis of the Contract. For Non-Qualified Contracts, this cost
basis is generally the Purchase Payments, while for Qualified Contracts there
may be no cost basis. The taxable portion of the lump sum payment is taxed at
ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion
amount is includible in taxable income. The exclusion amount for payments
based on a Fixed Annuity Option is determined by multiplying the payment by
the ratio that the cost basis of the Contract (adjusted for any period certain
or refund feature) bears to the expected return under the Contract. The
exclusion amount for payments based on a Variable Annuity Option is determined
by dividing the cost basis of the Contract (adjusted for any period
certain or refund guarantee) by the number of years over which the annuity
is expected to be paid. Payments received after the investment in the
Contract has been recovered (i.e. when the total of the excludible amounts
equals the investment in the Contract) are fully taxable. The taxable
portion is taxed at ordinary income tax rates. For certain types of Qualified
Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Owners, Annuitants and Beneficiaries under the
Contracts should seek competent financial advice about the tax consequences
of any distributions.

The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the Separate Account is not a separate entity from the
Company and its operations form a part of the Company.

DIVERSIFICATION

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the U.S. Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the
Contract as an annuity contract would result in imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to
the receipt of payments under the Contract. The Code contains a safe harbor
provision which provides that annuity contracts such as the Contracts meet the
diversification requirements if, as of the end of each quarter, the underlying
assets meet the diversification standards for a regulated investment company
and no more than fifty-five percent (55%) of the total assets consist of cash,
cash items, U.S. Government securities and securities of other regulated
investment companies.

On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
1.817-5), which established diversification requirements for the investment
portfolios underlying variable contracts such as the Contracts. The
Regulations amplify the diversification requirements for variable contracts
set forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be deemed
adequately diversified if: (1) no more than 55% of the value of the total
assets of the portfolio is represented by any one investment; (2) no more than
70% of the value of the total assets of the portfolio is represented by any
two investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.

The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
contracts by Section 817(h) of the Code have been met, "each United States
government agency or instrumentality shall be treated as a separate issuer."

The Company intends that all Portfolios of the Trust underlying the Contracts
will be managed by the Adviser for the Trust in such a manner as to comply
with these diversification requirements.

The Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Owner control of the
investments of the Separate Account will cause the Owner to be treated as the
owner of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Contract. At this time it cannot be determined
whether additional guidance will be provided and what standards may be
contained in such guidance.

The amount of Owner control which may be exercised under the Contract is
different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policy
owner was not the owner of the assets of the separate account. It is unknown
whether these differences, such as the Owner's ability to transfer among
investment choices or the number and type of investment choices available,
would cause the Owner to be considered as the owner of the assets of the
Separate Account resulting in the imposition of federal income tax to the
Owner with respect to earnings allocable to the Contract prior to receipt of
payments under the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the Owner
being retroactively determined to be the owner of the assets of the Separate
Account.

Due to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are
issued within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from
such combination of contracts. Owners should consult a tax adviser prior to
purchasing more than one non-qualified annuity contract in any calendar year.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under Section 72(u) of the Code, the investment earnings on premiums for the
Contracts will be taxed currently to the Owner if the Owner is a non-natural
person, e.g., a corporation, or certain other entities. Such Contracts
generally will not be treated as annuities for federal income tax purposes.
However, this treatment is not applied to Contracts held by a trust or other
entity as an agent for a natural person nor to Contracts held by certain
Qualified Plans. Purchasers should consult their own tax counsel or
other tax adviser before purchasing a Contract to be owned by a non-natural
person.

TAX TREATMENT OF ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable event. Owners should
therefore consult a competent tax adviser should they wish to assign or pledge
their Contracts.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross
income of the Owner are subject to federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at
the rate of 10% from non-periodic payments. However, the Owner, in most cases,
may elect not to have taxes withheld or to have withholding done at a
different rate.

Effective January 1, 1993, certain distributions from retirement plans
qualified under Section 401 or Section 403(b) of the Code, which are not
directly rolled over to another eligible retirement plan or individual
retirement account or individual retirement annuity, are subject to a
mandatory 20% withholding for federal income tax. The 20% withholding
requirement generally does not apply to: (a) a series of substantially equal
payments made at least annually for the life or life expectancy of the
participant or joint and last survivor expectancy of the participant and a
designated beneficiary, or distributions for a specified period of 10 years or
more; or (b) distributions which are required minimum distributions; or (c)
the portion of the distributions not includible in gross income (i.e. returns
of after-tax contributions). Participants under such plans should consult
their own tax counsel or other tax adviser regarding withholding requirements.

TAX TREATMENT OF WITHDRAWALS -- NON-QUALIFIED CONTRACTS

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the contract value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are includible in gross income.
It further provides that a ten percent (10%) penalty will apply to the income
portion of any distribution. However, the penalty is not imposed on amounts
received: (a) after the taxpayer reaches age 59 1/2; (b) after the death of
the Owner; (c) if the taxpayer is totally disabled (for this purpose
disability is as defined in Section 72(m)(7) of the Code); (d) in a series of
substantially equal periodic payments made not less frequently than annually
for the life (or life expectancy) of the taxpayer or for the joint lives (or
joint life expectancies) of the taxpayer and his or her Beneficiary; (e) under
an immediate annuity; or (f) which are allocable to purchase payments made
prior to August 14, 1982.

The above information does not apply to Qualified Contracts. However, separate
tax withdrawal penalties and restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals -- Qualified Contracts," below.)

QUALIFIED PLANS

The Contracts offered by this Prospectus are designed to be suitable for use
under various types of qualified plans. Taxation of participants in each
qualified plan varies with the type of plan and terms and conditions of each
specific plan. Owners, Annuitants and Beneficiaries are cautioned that
benefits under a qualified plan may be subject to the terms and conditions of
the plan regardless of the terms and conditions of the Contracts issued
pursuant to the plan. Some retirement plans are subject to distribution and
other requirements that are not incorporated into the Company's administrative
procedures. Owners, participants and Beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contracts comply with applicable law. Following are general
descriptions of the types of qualified plans with which the Contracts may be
used. Such descriptions are not exhaustive and are for general informational
purposes only. The tax rules regarding qualified plans are very complex and
will have differing applications depending on individual facts and
circumstances. Each purchaser should obtain competent tax advice prior to
purchasing a Contract issued under a qualified plan.

Contracts issued pursuant to qualified plans include special provisions
restricting Contract provisions that may otherwise be available as described
in this Prospectus. Generally, Contracts issued pursuant to qualified plans
are not transferable except upon surrender or annuitization. Various penalty
and excise taxes may apply to contributions or distributions made in violation
of applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified Contracts. (See "Tax
Treatment of Withdrawals -- Qualified Contracts," below.)

On July 6, 1983, the Supreme Court decided in ARIZONA GOVERNING COMMITTEE V.
NORRIS that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection
with certain Qualified Plans will utilize annuity tables which do not
differentiate on the basis of sex. Such annuity tables will also be available
for use in connection with certain non-qualified deferred compensation plans.

A. H.R. 10 PLANS

Section 401 of the Code permits self-employed individuals to establish
qualified plans for themselves and their employees, commonly referred to as
"H.R. 10" or "Keogh" plans. Contributions made to the plan for the benefit of
the employees will not be included in the gross income of the employees until
distributed from the plan. The tax consequences to participants may vary
depending upon the particular plan design. However, the Code places
limitations and restrictions on all plans, including on such items as: amount
of allowable contributions; form, manner and timing of distributions;
transferability of benefits; vesting and non-forfeitability of interests;
nondiscrimination in eligibility and participation; and the tax treatment of
distributions, withdrawals and surrenders. (See "Tax Treatment of Withdrawals
- -- Qualified Contracts" below.) Purchasers of Contracts for use with an H.R.
10 plan should obtain competent tax advice as to the tax treatment and
suitability of such an investment.

B. TAX-SHELTERED ANNUITIES

Section 403(b) of the Code permits the purchase of "tax-sheltered annuities"
by public schools and certain charitable, educational and scientific
organizations described in Section 501(c)(3) of the Code. These qualifying
employers may make contributions to the Contracts for the benefit of their
employees. Such contributions are not includible in the gross income of the
employees until the employees receive distributions from the Contracts. The
amount of contributions to the tax-sheltered annuity is limited to certain
maximums imposed by the Code. Furthermore, the Code sets forth additional
restrictions governing such items as transferability, distributions,
nondiscrimination and withdrawals. (See "Tax Treatment of Withdrawals --
Qualified Contracts" and "Tax-Sheltered Annuities -- Withdrawal Limitations"
below.) Any employee should obtain competent tax advice as to the tax
treatment and suitability of such an investment.

C. INDIVIDUAL RETIREMENT ANNUITIES

Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to
an IRA which will be deductible from the individual's gross income. These IRAs
are subject to limitations on eligibility, contributions, transferability and
distributions. (See "Tax Treatment of Withdrawals -- Qualified Contracts"
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of Contracts for use with IRAs are subject to special
requirements imposed by the Code, including the requirement that certain
informational disclosure be given to persons desiring to establish an IRA.
Purchasers of Contracts to be qualified as an IRA should obtain competent tax
advice as to the tax treatment and suitability of such an investment.

D. CORPORATE PENSION AND PROFIT SHARING PLANS

Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the Contracts to provide benefits under the plan.
Contributions to the plan for the benefit of employees will not be includible
in the gross income of the employees until distributed from the plan. The tax
consequences to participants may vary depending upon the particular plan
design. However, the Code places limitations and restrictions on all plans,
including on such items as: amount of allowable contributions; form, manner
and timing of distributions; transferability of benefits; vesting and
non-forfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals -- Qualified Contracts" below.)
Purchasers of Contracts for use with Corporate Pension or Profit Sharing Plans
should obtain competent tax advice as to the tax treatment and suitability of
such an investment.

TAX TREATMENT OF WITHDRAWALS -- QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of
the amount received is taxable, generally based on the ratio of the
individual's cost basis to the individual's total accrued benefit under the
retirement plan. Special tax rules may be available for certain distributions
from a Qualified Contract. Section 72(t) of the Code imposes a 10% penalty tax
on the taxable portion of any distribution from qualified retirement plans,
including Contracts issued and qualified under Code Sections 401 (H.R. 10 and
Corporate Pension and Profit Sharing Plans), 403(b) (Tax-Sheltered Annuities)
and 408(b) (Individual Retirement Annuities). To the extent amounts are not
includible in gross income because they have been rolled over to an IRA or to
another eligible qualified plan, no tax penalty will be imposed. The tax
penalty will not apply to the following distributions: (a) if distribution is
made on or after the date on which the Owner or Annuitant (as applicable)
reaches age 59 1/2; (b) distributions following the death or disability of the
Owner or Annuitant (as applicable) (for this purpose disability is as defined
in Section 72(m)(7) of the Code); (c) after separation from service,
distributions that are part of substantially equal periodic payments made not
less frequently than annually for the life (or life expectancy) of the Owner
or Annuitant (as applicable) or the joint lives (or joint life expectancies)
of such Owner or Annuitant (as applicable) and his or her designated
Beneficiary; (d) distributions to an Owner or Annuitant (as applicable) who
has separated from service after he has attained age 55; (e) distributions
made to the Owner or Annuitant (as applicable) to the extent such
distributions do not exceed the amount allowable as a deduction under Code
Section 213 to the Owner or Annuitant (as applicable) for amounts paid during
the taxable year for medical care; and (f) distributions made to an alternate
payee pursuant to a qualified domestic relations order. The exceptions stated
in (d), (e) and (f) above do not apply in the case of an Individual Retirement
Annuity. The exception stated in (c) above applies to an Individual Retirement
Annuity without the requirement that there be a separation from service.

Generally, distributions from a qualified plan must commence no later than
April 1 of the calendar year, following the year in which the employee attains
age 70 1/2. Required distributions must be over a period not exceeding the
life expectancy of the individual or the joint lives or life expectancies of
the individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed. In addition, distributions in excess of $150,000 per year may be
subject to an additional 15% excise tax unless an exemption applies.

TAX-SHELTERED ANNUITIES -- WITHDRAWAL LIMITATIONS

The Code limits the withdrawal of amounts attributable to contributions made
pursuant to a salary reduction agreement (as defined in Section 403(b)(11) of
the Code) to circumstances only when the Owner: (1) attains age 59 1/2; (2)
separates from service; (3) dies; (4) becomes disabled (within the meaning of
Section 72(m)(7) of the Code); or (5) in the case of hardship. However,
withdrawals for hardship are restricted to the portion of the Owner's Contract
Value which represents contributions made by the Owner and does not include
any investment results. The limitations on withdrawals became effective on
January 1, 1989, and apply only to salary reduction contributions made after
December 31, 1988, to income attributable to such contributions and to income
attributable to amounts held as of December 31, 1988. The limitations on
withdrawals do not affect rollovers or transfers between certain qualified
plans. Owners should consult their own tax counsel or other tax adviser
regarding any distributions.

SECTION 457 - DEFERRED COMPENSATION PLANS

Under Section 457 of the Code, governmental and certain other tax-exempt
employers may establish deferred compensation plans for the benefit of their
employees which may invest in annuity contracts. The Code, as in the case of
qualified plans, establishes limitations and restrictions on eligibility,
contributions and distributions. Under these plans, contributions made for the
benefit of the employees will not be includible in the employee's gross income
until distributed from the plan. However, under a Section 457 plan, all the
assets remain solely the property of the employer, subject only to the claims
of the employer's general creditors until such time as made available to the
participant or beneficiary.

FINANCIAL STATEMENTS

Financial statements of the Company and the Separate Account have been
included in the Statement of Additional Information.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Separate Account,
the Distributor or the Company is a party.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

PAGE

Company 3

Experts 3

Legal Opinions 3

Distributor 3

Yield Calculation for the Global Advisors Money Market Sub-Account 3

Performance Information 4

Annuity Provisions 6

Financial Statements 7

Please send me, at no
charge, the Statement of
Additional Information WESTERN NATIONAL
dated May 1, 1996, for ________________________
the Individual Fixed and Life Insurance Company
Variable Deferred Annuity
Contracts issued by
Western National Life Name:___________________________________________________
Insurance Company and Address:________________________________________________
WNL Separate Account A. City:_______________ State:__________ Zip:____________
(Please print or type and Daytime Phone: ( )_______ Evening Phone: ( ) _______
fill in all information)
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___________________________ Place
___________________________ Stamp
___________________________ Here
Return Address

Western National Life Insurance Company
Variable Annuity Service Center
P.O. Box 361
95 Bridge Street
Haddam, CT 06438-0361
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