WNL SEPARATE ACCOUNT A, N-4 EL, 1997-01-16

WNL SEPARATE ACCOUNT A
N-4 EL, 1997-01-16

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File Nos. 333-
811-8862

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4-EL

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,40 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 4 [X]

(Check appropriate box or boxes.)

WNL Separate Account A
-------------------------
(Exact Name of Registrant)

Western National Life Insurance Company
-------------------------------------------
(Name of Depositor)

5555 San Felipe, Houston, Texas 77056
----------------------------------- -----------
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code (713) 888-7800

Name and Address of Agent for Service
Dwight L. Cramer, Senior Vice President - Law and Secretary
Western National Life Insurance Company
5555 San Felipe, Suite 900
Houston, Texas 77056

Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P. O. Box 5108
Westport, CT 06881
(203) 226-7866

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Filing.

Calculation of Registration Fee under the Securities Act of 1933:
Registrant is registering an indefinite number of securities under the
Securities Act of 1933 pursuant to Investment Company Act Rule 24f-2.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a)of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

<PAGE>

CROSS REFERENCE SHEET
(Required by Rule 495)

<TABLE>
<CAPTION>
Item No. Location
- -------- -------------------------
<S> <C> <C>
PART A

Item 1. Cover Page Cover Page

Item 2. Definitions Definitions

Item 3. Synopsis Highlights

Item 4. Condensed Financial Information Not Applicable

Item 5. General Description of Registrant,
Depositor, and Portfolio Companies The Company; The
Separate Account;
Investment Options

Item 6. Deductions and Expenses Charges and Deductions

Item 7. General Description of Variable Annuity
Contracts The Contracts

Item 8. Annuity Period Annuity Provisions

Item 9. Death Benefit Proceeds Payable on Death

Item 10. Purchases and Contract Value Purchase Payments and
Contract Value

Item 11. Redemptions Withdrawals

Item 12. Taxes Tax Status

Item 13. Legal Proceedings Legal Proceedings

Item 14. Table of Contents of the Statement
of Additional Information Table of Contents of the
Statement of Additional
Information
</TABLE>

<PAGE>

CROSS REFERENCE SHEET (CONTINUED)
(Required by Rule 495)

<TABLE>
<CAPTION>
Item No. Location
- -------- -----------------------
<S> <C> <C>
PART B

Item 15. Cover Page Cover Page

Item 16. Table of Contents Table of Contents

Item 17. General Information and History The Company

Item 18. Services Not Applicable

Item 19. Purchase of Securities Being Offered Not Applicable

Item 20. Underwriters Distributor

Item 21. Calculation of Performance Data Performance Information

Item 22. Annuity Payments Annuity Provisions

Item 23. Financial Statements Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item so numbered in Part C to this Registration Statement.

<PAGE>

WESTERN NATIONAL LIFE INSURANCE COMPANY

Executive Office: Annuity Service Office:
5555 San Felipe, Suite 900 205 E. 10th Avenue
Houston, Texas 77056 Amarillo, Texas 79101
(713) 888-7800 (800) 288-4088

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 certain portfolios of WNL Series Trust (see "WNL
Series Trust") and Tomorrow Funds Retirement Trust. WNL Series Trust is a
series fund with eight Portfolios of which three are available: BlackRock
Managed Bond Portfolio, EliteValue Asset Allocation Portfolio (formerly Quest
for Value Asset Allocation Portfolio), and Global Advisors Money Market
Portfolio. Two portfolios are available among the Tomorrow Funds Retirement
Trust: the Core Large-Cap Stock Fund and Core Small-Cap Stock Fund.

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 ____
of this Prospectus. For the Statement of Additional Information, call or
write to the Company's Annuity Service Office at telephone number or 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
________.

This Prospectus should be kept for future reference.

<PAGE>

TABLE OF CONTENTS

Page
----
<S> <C>
DEFINITIONS

HIGHLIGHTS

FEE TABLE

THE COMPANY

THE SEPARATE ACCOUNT

INVESTMENT OPTIONS

WNL SERIES TRUST
BlackRock Managed Bond Portfolio
EliteValue Asset Allocation Portfolio
Global Advisors Money Market Portfolio

TOMORROW FUNDS RETIREMENT TRUST
Core Large-Cap Stock Fund
Core Small-Cap Stock Fund

VOTING RIGHTS

SUBSTITUTION OF SECURITIES

CHARGES AND DEDUCTIONS
Deduction for Mortality and Expense Risk Charge
Deduction for Administrative Charge
Deduction for Contract Maintenance Charge
Deduction for Premium and Other Taxes
Deduction for Expenses of the Investment Options

THE CONTRACTS
Owner
Joint Owners
Annuitant
Assignment

PURCHASE PAYMENTS AND CONTRACT VALUE
Purchase Payments
Allocation of Purchase Payments
Contract Value
Accumulation Units
Accumulation Unit Value

TRANSFERS
Transfers Prior to the Annuity Date
Transfers During the Annuity Period

<PAGE>

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
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

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

</TABLE>

<PAGE>

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.
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.

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 Annuity Service Office 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.

<PAGE>

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 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, 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 .62%
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".)

Each Valuation Period, the Company deducts an Administrative Charge from
the Separate Account which is equal, on an annual basis, to .04% 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 $30.00 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 $250,000, 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 $250,000, 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".)

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

CONTRACT OWNER TRANSACTION EXPENSES

Contract Maintenance Charge
(see Note 3 below) $30.00 per Contract per Contract Year

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

Mortality and Expense Risk Charge .62%
Administrative Charge .04%
----
Total Separate Account Annual
Expenses .66%

<PAGE>

INVESTMENT OPTIONS ANNUAL EXPENSES
(as a percentage of the average daily net assets of a Portfolio)

OTHER
EXPENSES
MANAGEMENT (After Expense TOTAL ANNUAL
FEES Reimbursement)** EXPENSES
---------- ---------------- ------------
WNL SERIES TRUST
BlackRock Managed Bond
Portfolio .55% .12% .67%
EliteValue Asset Allocation
Portfolio .65% .12% .77%
Global Advisors Money Market
Portfolio .45% .12% .57%

*THE TRUST'S INVESTMENT ADVISER ("ADVISER"), HAS AGREED UNTIL JANUARY 1, 1998,
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 JANUARY 1, 1998. 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.

OTHER
EXPENSES
MANAGEMENT (After Expense TOTAL ANNUAL
FEES Reimbursement)* EXPENSES
---------- --------------- ------------
TOMORROW FUNDS RETIREMENT TRUST
(INSTITUTIONAL CLASS SHARES)
Core Large-Cap Stock Fund .-0-% 1.50% 1.50%
Core Small-Cap Stock Fund .-0-% 1.50% 1.50%

*THE ADVISER HAS VOLUNTARILY AGREED TO LIMIT TEMPORARILY EACH FUND'S OPERATING
EXPENSES (EXCLUDING SERVICE FEES, ANY CLASS-SPECIFIC EXPENSES, LITIGATION,
INDEMNIFICATION AND OTHER EXTRAORDINARY EXPENSES) TO 1.25% OF ITS AVERAGE
DAILY NET ASSETS. EACH FUND WILL REIMBURSE THE ADVISER FOR FEES FOREGONE OR
OTHER EXPENSES PAID BY THE ADVISER PURSUANT TO THIS EXPENSE LIMITATION IN
LATER YEARS IN WHICH OPERATING EXPENSES FOR THAT FUND ARE LESS THAN THE
EXPENSE LIMITATIONS SET FORTH ABOVE FOR ANY SUCH YEAR. SEE THE PROSPECTUS FOR
THE TOMORROW FUNDS RETIREMENT TRUST WHICH ACCOMPANIES THIS PROSPECTUS. IN THE
ABSENCE OF THIS AGREEMENT, MANAGEMENT FEES WOULD BE 0.75% OF EACH FUND'S
AVERAGE DAILY NET ASSETS AND OTHER EXPENSES AND TOTAL FUND OPERATING EXPENSES
ARE ESTIMATED TO BE APPROXIMATELY 3.90% AND 4.65%, RESPECTIVELY, OF THE
AVERAGE DAILY NET ASSETS ATTRIBUTABLE TO SHARES OF THE LARGE-CAP FUND AND
4.49% AND 5.24%, RESPECTIVELY, OF THE AVERAGE DAILY NET ASSETS ATTRIBUTABLE TO
SHARES OF THE SMALL-CAP FUND.

EXAMPLES

A Contract Owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:

TIME PERIODS
-------------

1 YEAR 3 YEARS
------- --------
WNL SERIES TRUST
BlackRock Managed Bond Portfolio $ 13.97 $ 43.42
EliteValue Asset Allocation Portfolio $ 15.02 $ 46.64
Global Advisors Money Market Portfolio $ 12.92 $ 40.20

TOMORROW FUNDS RETIREMENT TRUST
Core Large-Cap Stock Fund $ 22.68 $ 69.92
Core Small-Cap Stock Fund $ 22.68 $ 69.92

<PAGE>

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 Prospectuses for WNL Series Trust and Tomorrow Funds Retirement Trust.

2.During the Accumulation Period, if the Contract Value on the Contract
Anniversary is at least $250,000, 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 $250,000, 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.

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

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

<PAGE>

THE COMPANY

Western National Life Insurance Company (the "Company"), which had
$______ billion in assets as of December 31, 1996, 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 of the available Portfolios of WNL Series Trust or Tomorrow
Funds Retirement 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.

INVESTMENT OPTIONS

WNL SERIES TRUST

WNL Series Trust (the "Trust") is a diversified open-end management
investment company that acts as one funding vehicle for 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 available Portfolios are: BlackRock Financial Management for the
BlackRock Managed Bond Portfolio; OpCap Advisors, formerly Quest for Value
Advisors, for the EliteValue Asset Allocation Portfolio; and State Street
Global Advisors for the Global Advisors Money Market 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 available portfolios are:
BlackRock Managed Bond Portfolio
EliteValue Asset Allocation Portfolio
Global Advisors Money Market Portfolio

TOMORROW FUNDS RETIREMENT TRUST

Tomorrow Funds Retirement Trust is an open-end management investment
company advised by Weiss, Peck & Greer, L.L.C. See The Tomorrow Funds
Retirement Trust Prospectus which accompanies this prospectus for additional
information concerning The Tomorrow Funds Retirement Trust, including a
description of management and other fees.

The available portfolios are:
Core Large-Cap Stock Fund (Institutional Class Shares)
Core Small-Cap Stock Fund (Institutional Class Shares).

The investment objectives of the available Portfolios as well as more
comprehensive information, including a discussion of potential risks, is found
in the current Prospectuses for the Investment Options which accompany this
Prospectus. Purchasers should read the Prospectuses for the Investment
Options carefully before investing. Additional Prospectuses and the
Statements of Additional Information can be obtained by calling or writing the
Company at its Annuity Service Office.

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will
vote the shares of Investment Options 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 Investment Options do 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 prior to a shareholder
meeting of the Investment Option. Voting instructions will be solicited by
written communication 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.

As of the date of this Prospectus, there are two classes of shares for
each Investment Option Portfolio. The shares of each class represent an
interest in an undivided Portfolio of investments in that Investment Option.
Each class has equal rights as to voting, redemption, dividends and
liquidation, except that each class bears different fees and expenses properly
attributable to the particular class. The Trustees of each Investment Option
have the authority, without further shareholder approval, to classify and
reclassify the shares of any Portfolio into additional classes.

Shares of Tomorrow Funds Retirement Trust are available in connection
with investments in and payments under certain variable annuity contracts and
variable life insurance policies of various life insurance companies which may
or may not be affiliated. Shares of Tomorrow Funds Retirement Trust are also
available in connection with tax-qualified pension and retirement plans
("Qualified Plans"). The Trustees of Tomorrow Funds Retirement Trust do not
expect any disadvantages arising out of the fact that each fund may offer a
class of its shares to separate accounts that serve as investment medium for
variable contracts or that each fund may offer its shares to Qualified Plans.
Nevertheless, the Trustees intend to monitor events in order to identify any
material irreconcilable conflicts which may possibly arise, and to determine
what actions, if any, should be taken in response to such conflicts. If such
a conflict were to occur, one or more separate accounts or Qualified Plans
might be required to withdraw their investments in either or both funds and
shares of another series of the Trust may be substituted This might force a
fund to sell securities at disadvantageous prices.

CHARGES AND DEDUCTIONS

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

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 .62%
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. 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.

The Company may use any of its corporate assets to cover the cost of
distribution, including potential profit which may arise from the Mortality
and Expense Risk 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 .04% 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 $250,000, 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 $250,000, 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. However, during the
Accumulation Period, if no Purchase Payment has been received during a
Contract Year, that portion of the Contract Maintenance Charge that is
deducted from the General Account will be the lesser of the excess interest
over the minimum guaranteed interest credited to the General Account during
the Contract Year and the otherwise allocated portion of the Contract
Maintenance Charge, not to exceed $30.00. 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 INVESTMENT OPTIONS

There are other deductions from, and expenses (including management fees
paid to the investment advisers and other expenses) paid out of, the assets of
the Investment Options which are described in the Prospectuses for the
Investment Options.

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. Upon the death of any Owner,
the surviving Joint Owner(s) will be the Primary Beneficiary(ies). 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 is $50,000. The minimum subsequent Purchase Payment
is $5,000. 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 $1,000,000. 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: _______________.

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. The maximum
number of Sub-Accounts that can be selected by an Owner is 20. Allocations
must be in whole percentages with a minimum allocation of 10% of each Purchase
Payment or transfer.

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 dollar value 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.

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 at
$10.00. Subsequently, the Accumulation Unit Value for each Sub-Account is
affected by the performance of the Investment Options as well as the deduction
of the charges discussed in this Prospectus (see below). 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:

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 isthe 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 isthe factor representing the cumulative per share unpaid charges for the
Mortality and Expense Risk Charge, and for the Administrative Charge.

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

TRANSFERS

TRANSFERS PRIOR TO THE ANNUITY DATE

The Owner may transfer all or part of the Owner's Contract Value by
Written Request up to a maximum of 12 transfers each Contract Year during the
Accumulation Period. All transfers are subject to the following:

1. The minimum amount which can be transferred is $500 (from (i) any
Sub-Account 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, 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.

2. The maximum amount which can be transferred each Contract Year
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.

3. 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.

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.

TRANSFERS DURING THE ANNUITY PERIOD

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

1. Owners are permitted six transfers per year during the Annuity
Period.

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 $500 from any
Sub-Account, 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,
or $0 if the entire amount in the Sub-Account is transferred.

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

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. 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 from each Sub-Account or the General Account must
be for at least $500. The minimum Contract Value which must remain in the
Contract after a partial withdrawal is $5,000.

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 Systematic Withdrawal Option can be exercised at any
time including during the first Contract Year.

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 any Owner during the Accumulation Period, the death
benefit will be paid to the Beneficiary(ies). 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; 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

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.

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, or any
Joint 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 death of the Owner or any Joint 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 Joint Owner.

Any portion of the death benefit not applied under Option 3 within one
year of the date of death of Owner or any Joint Owner, 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 upon 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, at the Annuity
Service Office, 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 last surviving 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 $5,000, 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 $500 where only a Fixed Annuity or a Variable
Annuity is selected, or if the Annuity Payment would be or become less than
$250 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 $500, or $250 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.

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, currently equal to .25% of average
Contract Value per year for promotional or distribution expenses associated
with the marketing of the Contracts.

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 U.S. government
agency or instrumentality shall be treated as a separate issuer."

The Company intends that all Portfolios of the Investment Options
underlying the Contracts will be managed 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; (f) distributions made to an
alternate payee pursuant to a qualified domestic relations order; and (g)
distributions from an Individual Retirement Annuity for the purchase of
medical insurance (as described in section 213(d)(1)(D) of the Code) for the
Owner and his or her spouse and dependents if the Owner has received
unemployment compensation for at least 12 weeks. The exception stated in (g)
above no longer applies after the Owner has been re-employed for at least 60
days. The exceptions stated in (d) 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.

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.

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
Please send me, at no
charge, the Statement of
Additional Information WESTERN NATIONAL
dated ____, 1997, for LIFE INSURANCE COMPANY
the Individual Fixed and
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)

___________________________ Place
___________________________ Stamp
___________________________ Here
Return Address

Western National Life Insurance Company
205 E. 10th Avenue
Amarillo, Texas 79101-0001

</TABLE>

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS

ISSUED BY

WNL SEPARATE ACCOUNT A

AND

WESTERN NATIONAL LIFE INSURANCE COMPANY

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION
SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED ____________, 1997,
FOR THE INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS WITH FLEXIBLE
PURCHASE PAYMENTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION FOR A PROSPECTIVE
INVESTOR. FOR A COPY OF THE PROSPECTUS CALL (800) 288-4088 OR WRITE THE
COMPANY AT:

205 East 10th Avenue
Amarillo, Texas 79101.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED ____________, 1997

<PAGE>

TABLE OF CONTENTS

Page
----

Company

Experts

Legal Opinions

Distributor

Yield Calculation for the Global Advisors Money Market
Sub-Account

Performance Information

Annuity Provisions
Financial Statements

<PAGE>

COMPANY

Information regarding Western National Life Insurance Company (the
"Company") and its ownership is contained in the Prospectus.

The Company contributed the initial capital to the Separate Account. As
of December 31, 1996, the initial capital contributed by the Company
represented approximately 61% of the total assets of the Separate Account.
The Company currently intends to remove these assets from the Separate Account
on a pro rata basis in proportion to money invested in the Separate Account by
Owners.

EXPERTS

The balance sheet of the Company as of December 31, 1996 and 1995, and
the related statements of income, shareholder's equity and cash flows for
each of the three years in the period ended December 31, 1996, and the balance
sheet of the Separate Account as of December 31, 1996, and the related
statements of operations and changes in net assets for the years ended
December 31,1996 and 1995, all of which are included in the Statement of
Additional Information, have been included herein in reliance on the reports
of , independent accountants, given on the authority
of that firm as experts in accounting and auditing.

LEGAL OPINIONS

Legal matters in connection with the Contracts described herein are
being passed upon by the law firm of Blazzard, Grodd & Hasenauer, P.C.,
Westport, Connecticut.

DISTRIBUTOR

WNL Brokerage Services, Inc. ("WNL Brokerage") acts as the
distributor. WNL Brokerage is an affiliate of the Company. The offering is on
a continuous basis.

YIELD CALCULATION FOR THE GLOBAL ADVISORS MONEY MARKET SUB-ACCOUNT

The Global Advisors Money Market Sub-Account of the Separate Account will
calculate its current yield based upon the seven days ended on the date of
calculation.

The current yield of the Global Advisors Money Market Sub-Account is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing Owner account having a balance of one
Accumulation Unit of the Sub-Account at the beginning of the period,
subtracting the Mortality and Expense Risk Charge, the Administrative Charge
and the Contract Maintenance Charge, dividing the difference by the value of
the account at the beginning of the same period to obtain the base period
return and multiplying the result by (365/7).

The Global Advisors Money Market Sub-Account computes its effective
compound yield according to the method prescribed by the Securities and
Exchange Commission. The effective yield reflects the reinvestment of net
income earned daily on Global Advisors Money Market Sub-Account assets.

Net investment income for yield quotation purposes will not include
either realized capital gains and losses or unrealized appreciation and
depreciation, whether reinvested or not.

The yields quoted should not be considered a representation of the yield
of the Global Advisors Money Market Sub-Account in the future since the yield
is not fixed. Actual yields will depend not only on the type, quality and
maturities of the investments held by the Global Advisors Money Market
Sub-Account and changes in the interest rates on such investments, but also on
changes in the Global Advisors Money Market Sub-Account's expenses during the
period.

Yield information may be useful in reviewing the performance of the
Global Advisors Money Market Sub-Account and for providing a basis for
comparison with other investment alternatives. However, the Global Advisors
Money Market Sub-Account's yield fluctuates, unlike bank deposits or other
investments which typically pay a fixed yield for a stated period of time.

PERFORMANCE INFORMATION

From time to time, the Company may advertise performance data as
described in the Prospectus. The total return figures will reflect the
deduction of a Mortality and Expense Risk Charge, an Administrative Charge,
the investment advisory fee and expenses for the underlying Portfolio being
advertised and any applicable Contract Maintenance Charge.

The hypothetical value of a Contract purchased for the time periods
described in the advertisement will be determined by using the actual
Accumulation Unit values for an initial $1,000 purchase payment, and deducting
any applicable Contract Maintenance Charge to arrive at the ending
hypothetical value. The average annual total return is then determined by
computing the fixed interest rate that a $1,000 purchase payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the
end of the time periods described. The formula used in these calculations is:

P(1 + T)^n = ERV

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods
used (or fractional portion thereof) of a hypothetical $1,000 payment made
at the beginning of the time periods used.

In addition to total return data, the Company may include yield
information in its advertisements. For each Sub-Account (other than the
Global Advisors Money Market Sub-Account) for which the Company will advertise
yield, it will show a yield quotation based on a 30 day (or one month) period
ended on the date of the most recent balance sheet of the Separate Account
included in the registration statement, computed by dividing the net
investment income per Accumulation Unit earned during the period by the
maximum offering price per Unit on the last day of the period, according to
the following formula:

Where:

a = Net investment income earned during the period by the Portfolio
attributable to shares owned by the Sub-Account.

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

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

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

The Company may also advertise performance data which will be computed
on a different basis.

Owners should note that the investment results of each Sub-Account will
fluctuate over time, and any presentation of the Sub-Account's total return or
yield for any period should not be considered a representation of what an
investment may earn or what an Owner's total return or yield may be in any
future period.

ANNUITY PROVISIONS

A Variable Annuity is an annuity with payments which:(1) are not
predetermined as to dollar amount; and (2) will vary in amount with the net
investment results of the applicable Sub-Accounts of the Separate Account.
Annuity Payments also depend upon the age of the Annuitant and any Joint
Annuitant and the assumed interest factor utilized. The Annuity Table used
will depend upon the Annuity Option chosen. The dollar amount of Annuity
Payments after the first is determined as follows:

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 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 Sub-Account Annuity Unit value at the end of any 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 1.0 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.

FINANCIAL STATEMENTS

The financial statements of the Company included herein should be
considered only as bearing upon the ability of the Company to meet its
obligations under the Contracts.

<PAGE>

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

A. FINANCIAL STATEMENTS

The financial statements of the Separate Account and the Company will be
included in a Pre-Effective Amendment.

B. EXHIBITS

1. Resolution of Board of Directors of the Company authorizing
the establishment of the Separate Account.*

2. Not Applicable.

3. (a) Form of Principal Underwriter's Agreement.*

4. Individual Fixed and Variable Deferred Annuity Contract.

5. Application Form (to be filed by Amendment).

6. (i) Copy of Articles of Incorporation of the Company.*
(ii) Copy of the Bylaws of the Company.*

7. Not Applicable.

8. Not Applicable.

9. Opinion and Consent of Counsel (to be filed by Amendment).

10. Consent of Independent Accountants (to be filed by Amendment).

11. Not Applicable.

12. Not Applicable.

13. Not Applicable.

14. Not Applicable.

15. Company Organizational Chart (to be filed by Amendment).

27. Financial Data Schedule (to be filed by Amendment).

*Incorporated by reference to Registrant's Form N-4 as filed on November 11,
1994 (File NO. 811-86464).

<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
- -------------------------- -------------------------------------------
<S> <C>
Michael J. Poulos Chairman of the Board, Director, President,
5555 San Felipe, Suite 900 and Chief Executive Officer
Houston, TX 77056

Michael J. Akers Director, Executive Vice President
5555 San Felipe, Suite 900 and Chief Actuary
Houston, TX 77056

William O. Daniel Director, Executive Vice President
205 E. 10th Street and Chief Administration Officer
Amarillo, TX 79101-3546

John A. Graf Director, Vice Chairman and
5555 San Felipe, Suite 900 Chief Marketing Officer
Houston, TX 77056

Arthur R. McGimsey Director, Executive Vice President
5555 San Felipe, Suite 900 and Chief Financial Officer
Houston, TX 77056

Richard W. Scott Director, Vice Chairman, General Counsel
5555 San Felipe, Suite 900 and Chief Investment Officer
Houston, TX 77056

Bruce R. Abrams Senior Vice President - Marketing
5555 San Felipe, Suite 900
Houston, TX 77056

Dwight L. Cramer Senior Vice President - Law and Secretary
5555 San Felipe, Suite 900
Houston, TX 77056

Robert E. Steele Senior Vice President - Marketing
205 E. 10th Street
Amarillo, TX 79101-3546

Christopher B. Aldridge Vice President - Marketing
5555 San Felipe, Suite 900
Houston, TX 77056

C. Thomas Campbell Vice President - Information Systems
205 E. 10th Street
Amarillo, TX 79101-3546

Patrick E. Grady Vice President and Treasurer
5555 San Felipe, Suite 900
Houston, TX 77056

Kent Lamb Vice President and Controller
5555 San Felipe, Suite 900
Houston, TX 77056

Joseph S. Maniscalco Vice President and Assistant Treasurer
5555 San Felipe, Suite 900
Houston, TX 77056

Franklin H. Rodgers, Jr. Vice President and General Auditor
205 E. 10th Street
Amarillo, TX 79101-3546

Rosemarie Shoemaker Vice President - Financial Institutions
5555 San Felipe, Suite 900
Houston, TX 77056

Garry Watts Vice President - Marketing
5555 San Felipe, Suite 900
Houston, TX 77056
</TABLE>

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

The Company organizational chart will be filed by Amendment.

ITEM 27. NUMBER OF CONTRACT OWNERS

Not Applicable.

ITEM 28. INDEMNIFICATION

The Bylaws (Article VI - Section 1) of the Company provide that:

The Corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
(collectively, "Agent") against expenses (including attorneys' fees),
judgments, fines, penalties, court costs and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement (whether with or
without court approval), conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Agent did not
act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that
his conduct was unlawful. If several claims, issues or matters are involved,
an Agent may be entitled to indemnification as to some matters even though he
is not entitled as to other matters. Any director or officer of the
Corporation serving in any capacity of another corporation, of which a
majority of the shares entitled to vote in the election of its directors
is held, directly or indirectly, by the Corporation, shall be deemed to be
doing so at the request of the Corporation.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted directors and officers or controlling persons of
the Company pursuant to the foregoing, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Not Applicable.

(b) WNL Brokerage Services, Inc. ("WNL Brokerage") is the principal
underwriter for the Contracts. The following persons are the officers and
directors of WNL Brokerage.

NAME AND PRINCIPAL POSITION AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
- -------------------------- ------------------------------------------------------
<S> <C>

Kurt R. Fredland President, Chief Executive Officer and Director
5555 San Felipe, Suite 900
Houston, TX 77056

Beverli J. Lee Vice-President, Chief Compliance Officer, Chief Legal
5555 San Felipe, Suite 900 Officer, Assistant Secretary and Director
Houston, TX 77056

Bruce R. Abrams Vice President and Director
5555 San Felipe, Suite 900
Houston, TX 77056

Patrick E. Grady Vice President, Chief Financial Officer and Treasurer
5555 San Felipe, Suite 900
Houston, TX 77056

Dwight L. Cramer Vice President and Secretary
5555 San Felipe, Suite 900
Houston, TX 77056

Evelyn M. Curran Assistant Secretary
5555 San Felipe, Suite 900
Houston, TX 77056

</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Persons maintaining physical possession of the accounts, books or
documents of the Separate Account required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and the rules promulgated thereunder
include Joseph S. Maniscalco, Vice President and Assistant Treasurer of the
Company, whose address is 5555 San Felipe, Houston, Texas 77056.

ITEM 31. MANAGEMENT SERVICES

Not Applicable.

ITEM 32. UNDERTAKINGS

a. Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
sixteen (16) months old for so long as payment under the variable annuity
contracts may be accepted.

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

c. Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statement required to be made
available under this Form promptly upon written or oral request.

d. Pursuant to Investment Company Act Rule 26(e), Western National
Life Insurance Company ("Company") hereby represents that the fees and charges
deducted under the Contract described in the Prospectus, in the aggregate, are
reasonable in relation to the services rendered, the expenses to be incurred
and the risks assumed by the Company.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant has caused this Registration Statement to be signed
on its behalf, in the City of Houston, and State of Texas on this 10th day of
January, 1997.

WNL SEPARATE ACCOUNT A
-------------------------
Registrant

By: WESTERN NATIONAL LIFE INSURANCE COMPANY
----------------------------------------------

By: /s/ Dwight L. Cramer
---------------------
Dwight L. Cramer

By: WESTERN NATIONAL LIFE INSURANCE COMPANY
-----------------------------------------------
Depositor

By: /s/ Dwight L. Cramer
--------------------
Dwight L. Cramer

As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
<S> <C> <C>
Michael J. Poulos* Chairman of the Board, Director, President, 1/10/97
- ------------------------- -------
Michael J. Poulos and Chief Executive Officer Date

/s/ Richard W Scott Director, Vice Chairman, General Counsel 1/10/97
- ------------------------- -------
Richard W. Scott and Chief Investment Officer Date

John A. Graf* Director, Vice Chairman and 1/10/97
- ------------------------- -------
John A. Graf Chief Marketing Officer Date

Arthur R. McGimsey* Director, Executive Vice President 1/10/97
- ------------------------- -------
Arthur R. McGimsey and Chief Financial Officer Date

Director, Executive Vice President
- ------------------------- -------
William O. Daniel and Chief Administration Officer Date

Michael J. Akers* Director, Executive Vice President 1/10/97
- ------------------------- -------
Michael J. Akers and Chief Actuary Date

<FN>
*By Power of Attorney

By: /s/ Dwight L. Cramer
--------------------
Dwight L. Cramer
</TABLE>

<PAGE>

EXHIBITS

FORM N-4

FOR

WNL SEPARATE ACCOUNT A

WESTERN NATIONAL LIFE INSURANCE COMPANY

<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Page
- --------- ----
<S> <C> <C>
99.B4 Individual Fixed and Variable Deferred
Annuity Contract
</TABLE>

WESTERN NATIONAL LIFE INSURANCE COMPANY
ADMINISTRATIVE OFFICE: 205 E. 10TH AVENUE, AMARILLO, TEXAS 79101
TELEPHONE: (800) 288-4088

A STOCK COMPANY

WESTERN NATIONAL LIFE INSURANCE COMPANY ("Company"), in consideration of the
payment of the initial Purchase Payment, issued this Contract, subject to its
terms.

RIGHT TO EXAMINE CONTRACT: Within 10 days of the date of receipt of this
Contract by the Owner, it may be returned by delivering or mailing it to the
Company at its Annuity Service Office or to the agent through whom it was
purchased. When this Contract is received by the Company, it will be voided
as if it had never been in force. The Company will refund the Contract Value
as computed at the end of the Valuation Period during which this Contract is
received at the Annuity Service Office. For the 15 days following the Issue
Date, the Purchase Payment will be allocated to the Money Market Sub-Account.
At the end of the 15 days, the Contract Value will be allocated to the
Sub-Accounts of the Separate Account as selected by the Owner.

THIS IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY.
READ YOUR CONTRACT CAREFULLY.

/s/ Dwight L. Cramer /s/ Michael J. Poulos
-------------------- ----------------------
Dwight L. Cramer Michael J. Poulos
SECRETARY PRESIDENT

ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
DEATH BENEFIT PRIOR TO MATURITY
MONTHLY INCOME AT MATURITY
Nonparticipating

VA76-97
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
CONTRACT SCHEDULE 4

DEFINITIONS 7

PURCHASE PAYMENT PROVISIONS 9
ALLOCATION OF PURCHASE PAYMENTS 9
PURCHASE PAYMENTS 9
SUBSEQUENT PURCHASE PAYMENTS 9

GENERAL ACCOUNT PROVISIONS 9
GENERAL ACCOUNT VALUE 9
INTEREST TO BE CREDITED 9

SEPARATE ACCOUNT PROVISIONS 9
THE SEPARATE ACCOUNT 9
VALUATION OF ASSETS 10
ACCUMULATION UNITS 10
ACCUMULATION UNIT VALUE 10
NET INVESTMENT FACTOR 10
MORTALITY AND EXPENSE RISK CHARGE 11
ADMINISTRATIVE CHARGE 11
MORTALITY AND EXPENSE GUARANTEE 11

CONTRACT MAINTENANCE CHARGE 12
DEDUCTION FOR CONTRACT MAINTENANCE CHARGE 12

TRANSFERS 12
TRANSFERS PRIOR TO THE ANNUITY DATE 12
TRANSFERS DURING THE ANNUITY PERIOD 13

WITHDRAWAL PROVISIONS 13
WITHDRAWALS 13
INCOME TAX CONSEQUENCES 14

PROCEEDS PAYABLE ON DEATH 14
DEATH OF OWNER DURING THE ACCUMULATION PERIOD 14
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD 14
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD 15
DEATH OF OWNER DURING THE ANNUITY PERIOD 15
DEATH OF ANNUITANT 15
PAYMENT OF DEATH BENEFIT 15
BENEFICIARY 16
CHANGE OF BENEFICIARY 16

VA76-97 2
<PAGE>

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION 17

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS 17
ANNUITANT 17
OWNER 17
JOINT OWNER 17
ASSIGNMENT OF THE CONTRACT 17

ANNUITY PROVISIONS 18
GENERAL 18
ANNUITY DATE 18
SELECTION OF AN ANNUITY OPTION 18
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS 18
ANNUITY OPTIONS 18
OPTION A. LIFE ANNUITY 18
OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN 18
OPTION C. JOINT AND SURVIVOR ANNUITY 19
ANNUITY 19
FIXED ANNUITY 19
VARIABLE ANNUITY 19
ANNUITY UNIT 20
MORTALITY TABLES 20

GENERAL PROVISIONS 20
THE CONTRACT 20
MISSTATEMENT OF AGE OR SEX 20
INCONTESTABILITY 20
MODIFICATION 21
NON-PARTICIPATING 21
EVIDENCE OF SURVIVAL 21
PROOF OF AGE 21
PROTECTION OF PROCEEDS 21
REPORTS 21
TAXES 21
REGULATORY REQUIREMENTS 21
ANNUITY TABLES 22
</TABLE>

VA76-97 2
<PAGE>
CONTRACT SCHEDULE

OWNER: [John Smith] AGE AND SEX: [50 male]

ANNUITANT: [John Smith] AGE AND SEX: [50 male]

CONTRACT NUMBER: [12345] ISSUE DATE: [July 01, 1995]

ANNUITY DATE: [July 01, 2009]

PURCHASE PAYMENTS:

MINIMUM INITIAL PURCHASE PAYMENT: [$50,000]

MINIMUM SUBSEQUENT PURCHASE PAYMENT: [$5,000]

MAXIMUM TOTAL PURCHASE PAYMENTS: [$1,000,000 without Company
approval]

ALLOCATION RULES:

1. The maximum number of Sub-Accounts that can be selected by an Owner is 20.

2. Allocations must be in whole percentages with a minimum allocation of 10%
of each Purchase Payment or transfer.

BENEFICIARY:
As designated by the Owner at the Issue Date, unless subsequently changed.

CONTRACT MAINTENANCE CHARGE:
The Contract Maintenance Charge is $30 each Contract Year, unless reduced as
specified in the Contract. However, during the Accumulation Period, if the
Contract Value on the Contract Anniversary is at least $250,000, 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 $250,000, 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.

MORTALITY AND EXPENSE RISK CHARGE:
Equal on an annual basis to 0.62% of the average daily net asset value of the
Separate Account.

ADMINISTRATIVE CHARGE:
Equal on an annual basis to 0.04% of the average daily net asset value of the
Separate Account.

TRANSFERS:
NUMBER OF TRANSFERS: Owners are permitted a maximum of 12 transfers during any
Contract Year during the Accumulation Period and six transfers during any
Contract Year during the Annuity Period. Transfers are not subject to a
transfer fee.

MINIMUM AMOUNT TO BE TRANSFERRED: $500 (from (i) any Sub-Account or (ii) the
General Account), or the Owner's entire interest in the Sub-Account or the
General Account, if less.

MINIMUM AMOUNT WHICH MUST REMAIN IN A SUB-ACCOUNT AFTER A TRANSFER: $500 per
Sub-Account; or $0 if the entire amount in the Sub-Account is transferred.

MINIMUM AMOUNT WHICH MUST REMAIN IN THE GENERAL ACCOUNT AFTER A TRANSFER:
$500; or $0 if the entire amount in the General Account is transferred.

MAXIMUM AMOUNT WHICH CAN BE TRANSFERRED FROM THE GENERAL ACCOUNT TO THE
SEPARATE ACCOUNT DURING THE ACCUMU-LATION PERIOD: Each Contract Year 20% of
the Owner's Contract Value in the General Account as of the last Contract
Anniversary.

WITHDRAWALS:
MINIMUM PARTIAL WITHDRAWAL: $500 per Sub-Account or the General Account

MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN THE CONTRACT AFTER A PARTIAL
WITHDRAWAL: $5,000

INVESTMENT OPTIONS AND SUB-ACCOUNTS:

<TABLE>
<CAPTION>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------|
|WNL SERIES TRUST |
| PORTFOLIOS SUB-ACCOUNTS |
| BlackRock Managed Bond Portfolio BlackRock Managed Bond Sub-Account |
| EliteValue Asset Allocation Portfolio EliteValue Asset Allocation Sub-Account |
| Global Advisors Money Market Portfolio Global Advisors Money Market Sub-Account |
| |
|HOTCHKIS AND WILEY FUNDS |
| PORTFOLIOS SUB-ACCOUNTS |
| Hotchkis and Wiley International Value Equity Fund Hotchkis and Wiley International Value Equity Sub-Account |
| Hotchkis and Wiley Low Duration Fund Hotchkis and Wiley Low Duration Sub-Account |
| |
|NAVELLIER VARIABLE INSURANCE SERIES TRUST |
| PORTFOLIOS SUB-ACCOUNTS |
| Navellier Growth Portfolio Navellier Growth Sub-Account |
- -----------------------------------------------------------------------------------------------------------------|
SEPARATE ACCOUNT: WNL Separate Account A
</TABLE>

MINIMUM GUARANTEED INTEREST RATE FOR THE GENERAL ACCOUNT: 3% per year
RIDERS: [IRA Endorsement]
[TSA/403(b) Endorsement]

<PAGE>

ANNUITY SERVICE OFFICE:

Western National Life Insurance Company
Annuity Service Office
205 East Tenth Avenue
Amarillo, Texas 79101
(800) 288-4088

<PAGE>
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.
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. The Annuity Date is
shown on the Contract Schedule.

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 Annuity Payments are made.

ANNUITY SERVICE OFFICE: The office indicated on the Contract Schedule of this
Contract to which notices, requests and Purchase Payments must be sent. All
sums payable by the Company under this Contract are payable only at the
Annuity Service Office.

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.

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 anniversary of the
Issue Date.

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 shown on the Contract Schedule.

ISSUE DATE: The date on which the Contract became effective. The Issue Date
is shown on the Contract Schedule.

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

PORTFOLIO: A segment of an Investment Option which constitutes a separate
and distinct class of shares. Portfolios which are available for investment
by the Sub-Accounts under this Contract are shown on the Contract Schedule.

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

SEPARATE ACCOUNT: The Company's Separate Account designated on the Contract
Schedule.

SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts which are
listed on the Contract Schedule. 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 Annuity Service Office 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.

<PAGE>
PURCHASE PAYMENT PROVISIONS

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 selections 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 and subject to the Allocation Rules set forth on the Contract
Schedule. 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. The Company has reserved the right to allocate the initial Purchase
Payment to the Money Market Sub-Account until the expiration of the Right to
Examine Contract period.

PURCHASE PAYMENTS : The initial Purchase Payment is due on the Issue Date.
The minimum and maximum subsequent Purchase Payments are shown on the Contract
Schedule.

SUBSEQUENT PURCHASE PAYMENTS : Subject to the minimum and maximum shown on
the Contract Schedule, the Owner may make subsequent Purchase Payments and may
increase or decrease or change the frequency of such payments.

GENERAL ACCOUNT PROVISIONS

GENERAL ACCOUNT VALUE : The General Account value of the Contract at any time
is equal to:

1. the Purchase Payments allocated to the General Account; plus

2. the Contract Value transferred to the General Account; plus

3. interest credited to the Contract Value in the General Account; less

4. any prior partial withdrawals from the General Account; less

5. any Contract Value transferred from the General Account; less

6. any applicable premium taxes or Contract Maintenance Charge
deducted from the General Account.

INTEREST TO BE CREDITED : The Company guarantees that the interest rate
credited to the General Account will not be less than the Minimum Guaranteed
Interest Rate for the General Account shown on the Contract Schedule. The
Company may credit additional interest at its sole discretion.

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT : The Separate Account is designated on the Contract
Schedule and consists of assets set aside by the Company, which are kept
separate from the general assets and all other separate account assets of the
Company. The assets of the Separate Account equal to reserves and other
liabilities will not be charged with liabilities arising out of any other
business the Company may conduct.

The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under this Contract are listed on the Contract Schedule.
The assets of the Sub-Accounts are allocated to the Investment Option(s) and
the Portfolio(s), if any, within an Investment Option, shown on the Contract
Schedule. The Company may, from time to time, add additional Investment
Options or Portfolios and the related Sub-Accounts to those shown on the
Contract Schedule. The Owner may be permitted to transfer Contract Values or
allocate Purchase Payments to the additional Sub-Accounts. However, the right
to make such transfers or allocations will be limited by the terms and
conditions imposed by the Company.

Should the shares of any such Investment Option(s) or any Portfolio(s) within
an Investment Option become unavailable for investment by the Separate
Account, or the Company's Board of Directors deems further investment in these
shares inappropriate, the Company may limit further purchase of such shares or
may substitute shares of another Investment Option or Portfolio for shares
already purchased under this Contract.

VALUATION OF ASSETS : The assets of the Separate Account are valued at their
fair market value in accordance with the procedures of the Company.

ACCUMULATION UNITS : Accumulation Units shall 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 cancelled. 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 : 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.

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

A is (i) the net asset value per share of the Investment Options or
Portfolios 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 charges for the
Mortality and Expense Risk Charge and the Administrative Charge, which are
shown on the Contract Schedule.

The dollar amount of the Contract Value, Annuity Payments and death benefit
provided in this Contract may increase or decrease from Valuation Period to
Valuation Period.

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 the amount shown on the Contract Schedule. The
Mortality and Expense Risk Charge compensates the Company for assuming the
mortality and expense risks under this Contract.

ADMINISTRATIVE CHARGE : Each Valuation Period, the Company deducts an
Administrative Charge from the Separate Account which is equal, on an annual
basis, to the amount shown on the Contract Schedule. The Administrative
Charge compensates the Company for the costs associated with the
administration of this Contract and the Separate Account.

MORTALITY AND EXPENSE GUARANTEE : The Company guarantees that the dollar
amount of the Contract Value, Annuity Payments and death benefit provided in
this Contract will not be affected by variations in mortality or expense
experience.

CONTRACT MAINTENANCE CHARGE

DEDUCTION FOR CONTRACT MAINTENANCE CHARGE : The Contract Maintenance Charge is
shown on the Contract Schedule. On each Contract Anniversary the Company will
deduct a Contract Maintenance Charge from the Contract Value by subtracting
values from the General Account and/or by cancelling Accumulation Units from
each applicable Sub-Account to reimburse it for expenses relating to
maintenance of this Contract. 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. However,
during the Accumulation Period, if no Purchase Payment has been received
during a Contract Year, that portion of the Contract Maintenance Charge that
is deducted from the General Account will be the lesser of the excess interest
over the minimum guaranteed interest credited to the General Account during
the Contract Year and the otherwise allocated portion of the Contract
Maintenance Charge, not to exceed the Contract Maintenance Charge shown on the
Contract Schedule. During the Accumulation Period the Contract Maintenance
Charge will be deducted from the Contract Value on each Contract Anniversary
while this Contract is in force. If a total withdrawal is made on other than a
Contract Anniversary, the Contract Maintenance Charge will be deducted at the
time of withdrawal. During the Annuity Period, the Contract Maintenance Charge
will be deducted from Annuity Payments and will result in a reduction of each
Annuity Payment.

TRANSFERS

TRANSFERS PRIOR TO THE ANNUITY DATE : Subject to the limitations imposed by
the Company on the number of transfers, shown on the Contract Schedule, that
can be made during the Accumulation Period, the Owner may transfer all or
part of the Owner's Contract Value by Written Request. All transfers are
subject to the following:

1. The minimum amount which can be transferred from a Sub-Account or
the General Account is shown on the Contract Schedule. The minimum amount
which must remain in a Sub-Account or the General Account is shown on the
Contract Schedule.

2. The maximum amount which can be transferred each Contract Year
from the General Account to the Separate Account is shown on the Contract
Schedule.

3. 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.

If the Owner elects to use this transfer privilege, the Company will not be
liable for transfers made in accordance with the Owner's instructions. All
amounts and Accumulation Units will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Office.

TRANSFERS DURING THE ANNUITY PERIOD : Subject to the limitations imposed by
the Company on the number of transfers shown on the Contract Schedule that can
be made during the Annuity Period, the Owner may transfer all or part of the
Owner's Contract Value by Written Request. All transfers are subject to the
following:

1. The Owner may make transfers of Contract Values between
Sub-Accounts, subject to the limitations shown on the Contract Schedule.

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.

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 from a Sub-Account or
the General Account is shown on the Contract Schedule. The minimum amount
which must remain in a Sub-Account or the General Account is shown on the
Contract Schedule.

If the Owner elects to use this transfer privilege, the Company will not be
liable for transfers made in accordance with the Owner's instructions. All
amounts and Annuity Unit Values will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Office.

WITHDRAWAL PROVISIONS

WITHDRAWALS : During the Accumulation Period, the Owner may, upon 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 by the Company; less

2. any applicable taxes not previously deducted; less

3. 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. The Owner must specify by Written Request in advance which Sub-Account
Units are to be cancelled or values are to be reduced.

The Company will pay the amount of any withdrawal from the Separate Account
within seven (7) days of receipt of Written Request unless the Suspension or
Deferral of Payments Provision is in effect.

Each partial withdrawal must be for an amount which is not less than the
Minimum Partial Withdrawal amount shown on the Contract Schedule. The minimum
values which must remain in the Contract after a partial withdrawal are shown
on the Contract Schedule.

INCOME TAX CONSEQUENCES

Withdrawals from this Contract may be subject to federal and state income
taxes. The taxable portion of withdrawals taken before the Owner reaches age
59-1/2 may be subject to a 10% federal income tax penalty. State income tax
penalties may also apply. Consult your tax advisor regarding your specific
situation.

PROCEEDS PAYABLE ON DEATH

DEATH OF OWNER DURING THE ACCUMULATION PERIOD : Upon the death of any Owner,
during the Accumulation Period, the death benefit will be paid to the
Beneficiary(ies). Upon the death of any Joint Owner, the surviving Joint
Owner(s), if any, will be treated as the primary Beneficiary(ies). 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; 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.

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, or any Joint Owner, during the
Accumulation Period:
OPTION 1 - lump sum payment of the death benefit; or

OPTION 2 - the payment of the entire death benefit within five years of the
date of death; or

Any portion of the death benefit not applied under Option 3 within one year of
the date of 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 upon receipt of
proof of death and the election. If no election has been received at the
Annuity Service Office within 60 days from the date proof of death was
received at the Annuity Service Office, the election will be deemed to be
Option 1.

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 last surviving Owner during the Annuity Period, the
Beneficiary(ies) becomes the Owner.

DEATH OF ANNUITANT : Upon the death of an 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.

<PAGE>
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION

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 further reserves the right to postpone payments from the General
Account for a period not to exceed six months.

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

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.

OWNER : The Owner has all rights and may receive all benefits under this
Contract. The Owner is the person designated as such on the Issue Date,
unless changed.

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 Ownership
Change may be a taxable transaction. Consult your tax advisor.

JOINT OWNER : The Contract can be owned by Joint Owners. Upon the death of
either Owner, the surviving Owner will be the Primary Beneficiary. Any other
Beneficiary designation will be treated as a Contingent Beneficiary unless
otherwise indicated in a Written Request.

ASSIGNMENT OF THE CONTRACT : A Written Request specifying the terms of an
assignment of this Contract must be provided to the Annuity Service Office.
Until the Written Request is received, the Company will not be required to
take notice of or be responsible for any transfer of interest in this Contract
by assignment, agreement, or otherwise.
An assignment may be a taxable transaction. Consult your tax advisor. 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 Company consent.

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

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 at the Issue Date.
The Annuity Date is shown on the Contract Schedule. 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 OF AN ANNUITY OPTION : An Annuity Option is selected by the Owner
on the forms provided by the Company. If no Annuity Option is selected,
Option B with 120 months 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 may be paid in
monthly, quarterly, semi-annual or annual installments. The Adjusted
Contract Value is applied to the Annuity Table for the Annuity Options
selected. If the Adjusted Contract Value to be applied under an Annuity
Option is less than $5,000, the Company reserves the right to make a lump sum
payment in lieu of Annuity Payments. If the Annuity Payment would be or
becomes less than $500 where only a Fixed Annuity Payment or a Variable
Annuity is selected, or if the Annuity Payment would be or becomes less than
$250 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 $500, or $250 on each basis
if a combination of Fixed and Variable Annuities is selected.

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, the Annuity 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.

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-Accounts 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.
The amount of the first payment for each $1,000 of Adjusted Contract Value is
shown in the Annuity Tables. If, as of the Annuity Date, the current Annuity
Option rates applicable to this class of contracts provide an initial Annuity
Payment greater than that guaranteed under the same Annuity Option under this
Contract, the greater payment will be made.

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 shall be determined in accordance with Annuity Tables contained in
this 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:

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 Sub-Account Annuity Unit Value at the end of any 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 basis to 3%.

The dollar amount of each Variable Annuity Payment may increase or decrease
from Valuation Period to Valuation Period.

MORTALITY TABLES : The Annuity Tables contained in this Contract utilize an
Assumed Investment Rate of 3% for the determination of the initial Variable
Annuity Payment and a minimum guaranteed rate of 3% per year for the
determination of the monthly Fixed Annuity Payment.

The mortality table used in determining the Annuity Purchase Rates for Options
A, B, and C is the 1983 Individual Annuity Mortality Tables with age last
birthday.

The dollar amount of an Annuity Payment for any Age or combination of Ages not
shown in the Tables or for any other form of Annuity Option agreed to by the
Company will be provided by the Company upon request.

GENERAL PROVISIONS

THE CONTRACT : The entire Contract consists of this Contract, the
Application, if any, and any riders or endorsements attached to this Contract.

This Contract may be changed or altered only by an authorized officer of the
Company. A change or alteration must be made in writing.

MISSTATEMENT OF AGE OR SEX : If the Age or sex of any Annuitant has been
misstated, any Annuity benefits payable will be the Annuity benefits provided
by the correct Age and sex. After Annuity Payments have begun, any
underpayments will be made up in one sum with the next Annuity Payment. Any
overpayments will be deducted from future Annuity Payments until the total is
repaid.

INCONTESTABILITY : The Contract is incontestable.

MODIFICATION : This Contract may be modified in order to maintain compliance
with applicable state and federal law.

NON-PARTICIPATING : This Contract will not share in any distribution of
dividends.

EVIDENCE OF SURVIVAL : The Company may require satisfactory evidence of the
continued survival of any person(s) on whose life Annuity Payments are based.

PROOF OF AGE : The Company may require evidence of Age of any Annuitant or
Owner.

PROTECTION OF PROCEEDS : To the extent permitted by law, death benefits and
Annuity Payments shall be free from legal process and the claim of any
creditor if the person is entitled to them under this Contract. No payment
and no amount under this Contract can be taken or assigned in advance of its
payment date unless the Company receives the Owner's written consent.

REPORTS : At least once each calendar year, the Company will furnish the
Owner with a report showing the Contract Value as of a date not more than two
months prior to the date of mailing, and will provide any other information as
may be required by law. The Company will also furnish an annual report of the
Separate Account. Reports will be sent to the last known address of the Owner.

TAXES : Any taxes paid to any governmental entity relating to this Contract
will be deducted from the Purchase Payment 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, in 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. 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.

REGULATORY REQUIREMENTS : All values payable under the Contract, including
any paid-up annuity, cash withdrawal or death benefits that may be available,
will not be less than the minimum benefits required by the laws and
regulations of the state in which the Contract is delivered.

<PAGE>
VA76-97

WESTERN NATIONAL LIFE INSURANCE COMPANY

VA76-97

The following tables show the monthly income payable for each $1,000
applied under option A, B or C.

<TABLE>
<CAPTION>
- -------------- ----------------- ---------------- ----------------- ----------------- -----------------
OPTION A TABLE Attained Age of OPTION B TABLE - Monthly Installments for Life with Guaranteed Period
Payee When
- -------------- ---------------- ----------------- ----------------- -----------------
Life Only First Installment 5 Years Certain 10 Years Certain 15 Years Certain 20 Years Certain
- -------------- ---------------- ----------------- ----------------- -----------------
Male Female is Payable Male Female Male Female Male Female Male Female
- ---- -------- ----------------- -------- ------ --------- ------ --------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4.30 3.94 50 4.29 3.93 4.26 3.92 4.20 3.89 4.11 3.85
4.38 4.00 51 4.37 3.99 4.33 3.98 4.27 3.95 4.17 3.90
4.47 4.07 52 4.45 4.06 4.41 4.04 4.34 4.01 4.23 3.96
4.56 4.14 53 4.54 4.13 4.49 4.11 4.41 4.07 4.29 4.02
4.65 4.21 54 4.63 4.21 4.58 4.18 4.49 4.14 4.35 4.07
- ---- -------- ----------------- -------- ------ --------- ------ --------- ------ --------- ------
4.75 4.29 55 4.73 4.29 4.67 4.26 4.57 4.21 4.42 4.14
4.86 4.38 56 4.83 4.37 4.77 4.34 4.65 4.28 4.48 4.20
4.97 4.47 57 4.94 4.46 4.87 4.42 4.74 4.36 4.55 4.26
5.09 4.56 58 5.06 4.55 4.97 4.51 4.82 4.44 4.61 4.33
5.22 4.67 59 5.18 4.65 5.09 4.61 4.92 4.52 4.68 4.40
- ---- -------- ----------------- -------- ------ --------- ------ --------- ------ --------- ------
5.35 4.77 60 5.32 4.76 5.20 4.71 5.01 4.61 4.74 4.47
5.50 4.89 61 5.46 4.87 5.33 4.81 5.11 4.70 4.81 4.54
5.65 5.01 62 5.61 4.99 5.46 4.92 5.20 4.80 4.87 4.61
5.82 5.14 63 5.77 5.12 5.59 5.04 5.31 4.90 4.93 4.69
6.00 5.28 64 5.94 5.25 5.73 5.16 5.41 5.00 4.99 4.76
- ---- -------- ----------------- -------- ------ --------- ------ --------- ------ --------- ------
6.19 5.43 65 6.12 5.40 5.88 5.29 5.51 5.10 5.05 4.83
6.40 5.59 66 6.31 5.55 6.04 5.43 5.61 5.21 5.11 4.90
6.61 5.76 67 6.51 5.71 6.19 5.57 5.71 5.32 5.16 4.97
6.85 5.94 68 6.72 5.89 6.36 5.72 5.81 5.43 5.20 5.03
7.10 6.14 69 6.95 6.08 6.52 5.88 5.91 5.54 5.25 5.09
- ---- -------- ----------------- -------- ------ --------- ------ --------- ------ --------- ------
7.36 6.36 70 7.19 6.28 6.70 6.05 6.01 5.66 5.29 5.15
7.65 6.59 71 7.44 6.50 6.87 6.22 6.10 5.77 5.32 5.20
7.95 6.84 72 7.71 6.73 7.05 6.40 6.19 5.88 5.35 5.25
8.28 7.11 73 7.99 6.98 7.23 6.59 6.27 5.99 5.38 5.30
8.63 7.41 74 8.29 7.25 7.40 6.79 6.34 6.09 5.41 5.34
9.00 7.72 75 8.60 7.54 7.58 6.98 6.42 6.19 5.43 5.37
- ---- -------- ----------------- -------- ------ --------- ------ --------- ------ --------- ------
</TABLE>

OPTION C - JOINT AND FULL SURVIVOR ANNUITY
Monthly Income Per $1,000 Applied
- ------------ --------- ---- ----------------- ------------ ---------
Age Life Only Age Life Only Age Life Only
- ------------ ------------ --------- ------------ ---------
Male Female Male Female Male Female
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 45 3.45 59 54 3.89 68 63 4.64
50 50 3.59 59 59 4.12 68 68 5.04
50 55 3.74 59 64 4.35 68 73 5.45
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
51 46 3.48 60 55 3.96 69 64 4.75
51 51 3.63 60 60 4.20 69 69 5.18
51 56 3.78 60 65 4.44 69 74 5.62
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
52 47 3.52 61 56 4.03 70 65 4.87
52 52 3.68 61 61 4.28 70 70 5.33
52 57 3.83 61 66 4.54 70 75 5.80
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
53 48 3.57 62 57 4.10 71 66 5.00
53 53 3.73 62 62 4.37 71 71 5.49
53 58 3.90 62 67 4.65 71 76 6.00
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
54 49 3.62 63 58 4.17 72 67 5.13
54 54 3.79 63 63 4.46 72 72 5.66
54 59 3.96 63 68 4.76 72 77 6.21
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
55 50 3.67 64 59 4.25 73 68 5.28
55 55 3.85 64 64 4.56 73 73 5.85
55 60 4.03 64 69 4.88 73 78 6.43
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
56 51 3.72 65 60 4.34 74 69 5.43
56 56 3.91 65 65 4.67 74 74 6.05
56 61 4.10 65 70 5.01 74 79 6.68
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
57 52 3.77 66 61 4.43 75 70 5.60
57 57 3.98 66 66 4.78 75 75 6.26
57 62 4.18 66 71 5.14 75 80 6.94
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
58 53 3.83 67 62 4.53
58 58 4.05 67 67 4.91
58 63 4.26 67 72 5.29
- ---- ------ --------- ---- ------ --------- ---- ------ ---------
</TABLE>

Other ages and combinations can be supplied on request.

WESTERN NATIONAL LIFE INSURANCE COMPANY

The following tables show the monthly income payable for each $1,000 applied
under option A, B or C.
<TABLE>
<CAPTION>

OPTION A TABLE Attained Age of OPTION B TABLE
Payee When First
Installment is
Payable
Monthly Installments for Life
With Guaranteed Period
5 Years Certain 10 Years Certain 15 Years Certain 20 Years Certain
Lifetime Only
<S> <C> <C> <C> <C> <C>
4.12 50 4.12 4.09 4.05 3.99
4.20 51 4.19 4.16 4.11 4.04
4.27 52 4.26 4.23 4.18 4.10
4.35 53 4.34 4.31 4.25 4.16
4.44 54 4.42 4.39 4.32 4.22
4.53 55 4.51 4.47 4.39 4.28
4.62 56 4.61 4.56 4.47 4.35
4.72 57 4.70 4.65 4.55 4.41
4.83 58 4.81 4.75 4.64 4.48
4.94 59 4.92 4.85 4.73 4.55
5.07 60 5.04 4.96 4.82 4.62
5.20 61 5.17 5.07 4.91 4.68
5.33 62 5.30 5.19 5.01 4.75
5.48 63 5.44 5.32 5.11 4.82
5.64 64 5.60 5.45 5.21 4.88
5.81 65 5.76 5.59 5.32 4.95
5.99 66 5.93 5.74 5.42 5.01
6.19 67 6.11 5.89 5.53 5.07
6.39 68 6.31 6.05 5.63 5.13
6.62 69 6.52 6.21 5.74 5.18
6.86 70 6.74 6.38 5.84 5.23
7.11 71 6.97 6.56 5.95 5.27
7.39 72 7.22 6.74 6.04 5.31
7.69 73 7.49 6.92 6.14 5.35
8.01 74 7.77 7.11 6.23 5.38
8.36 75 8.07 7.30 6.31 5.40
- -------------- ---------------- --------------- ---------------- ---------------- ----------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------
OPTION C - JOINT AND FULL SURVIVOR ANNUITY
Monthly Income Per $1,000 Applied
- ------------------------------------------------
Age Life Only Age Life Only
- ------------ ------------ ---------
Male Female Male Female
- ---- ------ --------- ---- ------
<S> <C> <C> <C> <C> <C>
- ---- ------ --------- ---- ------ ---------
50 50 3.59 63 63 4.46
- ---- ------ --------- ---- ------ ---------
51 51 3.63 64 64 4.56
- ---- ------ --------- ---- ------ ---------
52 52 3.68 65 65 4.67
- ---- ------ --------- ---- ------ ---------
53 53 3.73 66 66 4.78
- ---- ------ --------- ---- ------ ---------
54 54 3.79 67 67 4.91
- ---- ------ --------- ---- ------ ---------
55 55 3.85 68 68 5.04
- ---- ------ --------- ---- ------ ---------
56 56 3.91 69 69 5.18
- ---- ------ --------- ---- ------ ---------
57 57 3.98 70 70 5.33
- ---- ------ --------- ---- ------ ---------
58 58 4.05 71 71 5.49
- ---- ------ --------- ---- ------ ---------
59 59 4.12 72 72 5.66
- ---- ------ --------- ---- ------ ---------
60 60 4.20 73 73 5.85
- ---- ------ --------- ---- ------ ---------
61 61 4.28 74 74 6.05
- ---- ------ --------- ---- ------ ---------
62 62 4.37 75 75 6.26
- ---- ------ --------- ---- ------ ---------
<FN>
Other ages and combinations can be supplied on request.
</TABLE>