WNL SEPARATE ACCOUNT A, 485APOS, 1998-03-02

WNL SEPARATE ACCOUNT A
485APOS, 1998-03-02

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File Nos. 33-86464
811-8862
==============================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 3 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 6 [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, Suite 900, 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 General Counsel
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

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (date) pursuant to paragraph (b)of Rule 485
__X__ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

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

Title of Securities Registered:
Individual Variable Annuity Contracts

CROSS REFERENCE SHEET
(required by Rule 495)
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 Condensed Financial
- - - - Information

Item 5. General Description of Registrant,
Depositor, and Portfolio Companies The Company; The
Separate Account;
WNL Series Trust

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>

CROSS REFERENCE SHEET (CONT'D)
(required by Rule 495)
Item No. Location
- -------- --------
PART B
<S> <C> <C>
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.

PART A

WESTERN NATIONAL LIFE INSURANCE COMPANY

Executive Office: Annuity Service Office:
5555 San Felipe, Suite 900 1290 Silas Deane Highway P.O. Box 290721
Houston, TX 77056 Wethersfield, CT 06109-4303 Wethersfield, CT
713-888-7800 06129-0721
1-800-910-4455

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

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

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

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

This Prospectus concisely sets forth the information for a prospective investor.
Additional information about the Contracts is contained in the Statement of
Additional Information (the "SAI") which is available at no charge. The SAI has
been filed with the Securities and Exchange Commission (the "SEC") and is
incorporated herein by reference. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding registrants that file electronically with the
SEC. The Table of Contents of the SAI can be found on Page ___ of this
Prospectus. For a copy of the SAI, call 1-800-910-4455 or write to the Company's
Annuity Service Office at the address listed above.

INQUIRIES:

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

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

This Prospectus and the SAI are dated May 1, 1998.

This Prospectus should be kept for future reference.

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Page
<S> <C>
DEFINITIONS
HIGHLIGHTS
FEE TABLE
CONDENSED FINANCIAL INFORMATION
THE COMPANY
THE SEPARATE ACCOUNT
WNL SERIES TRUST
BEA Growth and Income Portfolio
Credit Suisse International Equity Portfolio
EliteValue Asset Allocation Portfolio
Global Advisors Growth Equity Portfolio
Global Advisors Money Market Portfolio
Salomon Brothers U.S. Government Securities Portfolio
Van Kampen American Capital Emerging Growth Portfolio
Voting Rights
Substitution of Securities
CHARGES AND DEDUCTIONS
Deduction for Contingent Deferred Sales Charge (Sales Load)
Reduction or Elimination of the Contingent Deferred Sales Charge
Deduction for Mortality and Expense Risk Charge
Deduction for Enhanced Death Benefit Charge
Deduction for Administrative Charge
Deduction for Contract Maintenance Charge
Deduction for Premium and Other Taxes
Deduction for Expenses of the Trust
THE CONTRACTS
Owner
Joint Owners
Annuitant
Assignment
PURCHASE PAYMENTS AND CONTRACT VALUE
Purchase Payments
Allocation of Purchase Payments
Bonus
Dollar Cost Averaging
Contract Value
Accumulation Units
Accumulation Unit Value
TRANSFERS
Transfers Prior to the Annuity Date
Transfers During the Annuity Period
Sweep Account Program
ASSET ALLOCATION PROGRAMS
Asset Allocation - Portfolio Rebalancing
Asset Allocation - Financial Intermediaries
WITHDRAWALS
Systematic Withdrawal Option
Texas Optional Retirement Program
Suspension or Deferral of Payments
PROCEEDS PAYABLE ON DEATH
Death of Owner During the Accumulation Period
Death Benefit Amount During the Accumulation Period
Enhanced Death Benefit Amount During the Accumulation Period
Annual Step-Up 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 Options
DISTRIBUTOR
ADMINISTRATION OF THE CONTRACTS

PERFORMANCE INFORMATION
Money Market Sub-Account
Other Sub-Accounts
TAX STATUS
General
Diversification
Multiple Contracts
Contracts Owned by Other than Natural Persons
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals - Non-Qualified Contracts
Qualified Plans
Tax Treatment of Withdrawals - Qualified Contracts
Tax-Sheltered Annuities - Withdrawal Limitations
Section 457 - Deferred Compensation Plans
FINANCIAL STATEMENTS
LEGAL PROCEEDINGS
TABLE OF CONTENTS OF THE SAI

</TABLE>

DEFINITIONS

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

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

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

ADMINISTRATIVE CHARGE: A deduction from the Separate Account which equals, on an
annual basis, .15% of the average daily net asset value of the Separate Account.

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/that will receive the death
benefit.

BONUS: An additional amount paid by the Company, equal to 1% of the initial
Purchase Payment and, as of May 1, 1998, subject to state regulatory approval,
an amount equal to 1% of certain subsequent Purchase Payments. The Bonus will be
paid for subsequent Purchase Payments of at least $5,000 for Non-Qualified
Contracts or $2,000 for Qualified Contracts. The Bonus will not be paid for
subsequent Purchase Payments made prior to May 1, 1998. A Bonus is recapturable
by the Company under certain circumstances. See the discussion of the Bonus in
this Prospectus for more information.

COMPANY: Western National Life Insurance Company.

CONTRACT ANNIVERSARY: An anniversary of the Issue Date.

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

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

FIXED ANNUITY: A series of payments made during the Annuity Period that 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.

MORTALITY AND EXPENSE RISK CHARGE: An amount deducted by the Company from the
Separate Account each Valuation Period which is equal, on an annual basis, to
1.25% of the average daily net asset value of the Separate Account.

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

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

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

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

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

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

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

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

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

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

WRITTEN REQUEST: A request in writing, in a form satisfactory to the Company,
which is received by the Annuity Service Office, at its street address 1290
Silas Deane Highway, Wethersfield, CT 06109-4303, or its mailing address, P.O.
Box 290721, Wethersfield, CT 06129-0721.

HIGHLIGHTS

The Contract may be returned to the Company for any reason within 10 calendar
days after its receipt by the Owner (or, if the Contract is issued in
California, 30 calendar days after the date of receipt if the Owner is 60 years
old as of the Issue Date, or 20 calendar days of the date of receipt with
respect to the circumstances described in (c) below). (See "Right to Examine.")
It may be returned to the Company at its Annuity Service Office, or to the agent
through whom it was purchased. When the Contract is received by the Company at
its Annuity Service Office, it will be voided as if it had never been in force.
Upon its return, the Company will refund the Contract Value, less the Bonus (see
"Bonus" on page 14) next computed after receipt of the Contract by the Company
at its Annuity Service Office, except in the following circumstances: (a) when
the Contract is purchased pursuant to an Individual Retirement Annuity; (b) in
those states which require the Company to refund Purchase Payments, less
withdrawals; or (c) in the case of Contracts which are deemed by certain states
to be replacing an existing annuity or insurance contract and which require the
Company to refund Purchase Payments, less withdrawals. With respect to the
circumstances described in (a), (b), and (c) above, the Company will refund the
greater of Purchase Payments, less any withdrawals, or the Contract Value, less
any Bonus, and will allocate initial Purchase Payments to the Global Advisors
Money Market Sub-Account until the expiration of 15 days from the Issue Date (or
25 days in the case of Contracts described under (c) above). Upon the expiration
of the 15-day period (or 25-day period with respect to Contracts described under
(c) above), 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.

An Owner may choose between the Standard Death Benefit, the Enhanced Death
Benefit or, for Contracts issued on or after May 1, 1998, the Annual Step-Up
Death Benefit.

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

If the Owner selects the Enhanced Death Benefit, each Valuation Period prior to
the 75th birthday of the Owner, or oldest Joint Owner, the Company deducts an
Enhanced Death Benefit Charge from the Separate Account which is equal, on an
annual basis, to .05% of the average daily net asset value of the Separate
Account. This charge compensates the Company for assuming the mortality risks
for the Enhanced Death Benefit. (See "Charges and Deductions - Deduction for
Enhanced Death Benefit Charge.")

If the Owner selects the Annual Step-Up Death Benefit, each Valuation Period
prior to the 75th birthday of the Owner, or Oldest Joint Owner, the Company
deducts an Annual Step-Up Death Benefit charge from the Separate Account which
is equal, on an annual basis, to .10% of the average daily net asset value of
the Separate Account. This charge compensates the Company for assuming the
mortality risks for the Annual Step-Up Death Benefit. (See "Charges and
Deductions - Deduction for Annual Step-Up Death Benefit.") This benefit may not
be available in your state. (Check with your registered representative regarding
availability.)

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

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

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

The Company will, at the time of the initial Purchase Payment and, as of May 1,
1998 (subject to state regulatory approval), for certain subsequent Purchase
Payments, add an additional amount as a bonus ("Bonus"),equal to 1% of such
Purchase Payment made under the Contract. A Bonus will be paid for subsequent
Purchase Payments of at least $5,000 for Non-Qualified Contracts or $2,000 for
Qualified Contracts. The Bonus will not be paid for subsequent Purchase Payments
made prior to May 1, 1998. Such additional amount will be allocated to the Sub-
Accounts of the Separate Account and/or the General Account in the same manner
as the Purchase Payment. If the Owner makes a withdrawal prior to the seventh
Contract year after any applicable Purchase Payment in excess of (a) 10% of the
Contract Value each Contract Year or (b) the amount permitted under the
Systematic Withdrawal Option (see "Withdrawals - Systematic Withdrawal Option"),
an amount equal to the Bonus allocable to such Purchase Payment withdrawn will
be deducted by the Company from the Contract Value. (See "Purchase Payments and
Contract Value - Bonus.")

There is a 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."

For Contracts purchased in connection with 403(b) plans, withdrawals of amounts
attributable to contributions made pursuant to a salary reduction agreement (as
defined in Section 403(b)(11) of the Internal Revenue 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 Internal Revenue 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: (a) salary reduction contributions made after December 31, 1988;
(b) income attributable to such contributions; and (c) 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 SEC 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

Contingent Deferred Sales Charge Length of Time Charge
(see Note 2 below) From Purchase Payment (as a percentage of
(Number of Years) Purchase Payment)
<S> <C> <C>
1 5%
2 5%
3 5%
4 4%
5 3%
6 2%
7 1%
8 or more 0%
Transfer Fee (see Note 3 below) None
Contract Maintenance Charge (see Note 4 below) $30 per Contract per Contract Year
</TABLE>

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

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

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

Enhanced Death Benefit Charge (see Note 5 below) .05%
Annual Step-Up Death Benefit Charge (see Note 5 below) .10%

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

Management Other Expenses Total Annual
Fees* (after expense Expenses
reimbursement)**
<S> <C> <C> <C>
BEA Growth and Income Portfolio .75% .12% .87%
Credit Suisse International Equity Portfolio .90% .12% 1.02%
EliteValue Asset Allocation Portfolio .65% .12% .77%
Global Advisors Growth Equity Portfolio .61% .12% .73%
Global Advisors Money Market Portfolio .45% .12% .57%
Salomon Brothers
U.S. Government Securities Portfolio .475% .12% .595%
Van Kampen American Capital
Emerging Growth Portfolio .75% .12% .87%
<FN>
* WNL INVESTMENT ADVISORY SERVICES, INC., THE TRUST'S INVESTMENT ADVISER
("ADVISER"), HAS AGREED TO WAIVE THAT PORTION OF ITS MANAGEMENT FEES 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 UNTIL MAY 1, 1998. (SEE
THE TRUST PROSPECTUS FOR MORE INFORMATION ON ADVISORY AND SUB-ADVISORY FEES.)
THE EXAMPLES BELOW ARE CALCULATED BASED UPON THE DEDUCTION OF THE FULL
MANAGEMENT FEES.

** THE COMPANY HAS UNDERTAKEN TO REIMBURSE EACH PORTFOLIO FOR ALL OPERATING
EXPENSES, EXCLUDING MANAGEMENT FEES, THAT EXCEED .12% OF EACH PORTFOLIO'S
AVERAGE DAILY NET ASSETS UNTIL MAY 1, 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.
</FN>
</TABLE>

EXAMPLES
CALCULATED WITHOUT ENHANCED DEATH BENEFIT CHARGE OR ANNUAL STEP-UP
BENEFIT CHARGE

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

Time Periods

1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
BEA Growth and Income Portfolio a)$73.84 $ 123.39 $155.58 $268.46
b) 23.84 73.39 125.58 268.46
Credit Suisse International Equity Portfolio a)$75.41 $ 128.12 $163.45 $284.14
b) 25.41 78.12 133.45 284.14
EliteValue Asset Allocation Portfolio a)$72.79 $ 120.23 $150.30 $257.88
b) 22.79 70.23 120.30 257.88
Global Advisors Growth Equity Portfolio a)$72.37 $ 118.97 $148.18 $253.61
b) 22.37 68.97 118.18 253.61
Global Advisors Money Market Portfolio a)$70.69 $ 113.89 $139.67 $236.38
b) 20.69 63.89 109.67 236.38
Salomon Brothers a)$70.95 $ 114.69 $141.00 $239.09
U.S. Government Securities Portfolio b) 20.95 64.69 111.00 239.09
Van Kampen American Capital a)$73.84 $ 123.39 $155.58 $268.46
Emerging Growth Portfolio b) 23.84 73.39 125.58 268.46

</TABLE>

CALCULATED WITH ENHANCED DEATH BENEFIT CHARGE

(See "Charges and Deductions - Deduction for Enhanced Death Benefit Charge.")

Time Periods

1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
BEA Growth and Income Portfolio a)$_____ $______ $______ $______
b) _____ ______ ______ ______
Credit Suisse International Equity Portfolio a)$_____ $______ $______ $______
b) _____ ______ ______ ______
EliteValue Asset Allocation Portfolio a)$_____ $______ $______ $______
b) _____ ______ ______ ______
Global Advisors Growth Equity Portfolio a)$_____ $______ $______ $______
b) _____ ______ ______ ______
Global Advisors Money Market Portfolio a)$_____ $______ $______ $______
b) _____ ______ ______ ______
Salomon Brothers a)$_____ $______ $______ $______
U.S. Government Securities Portfolio b) _____ ______ ______ ______
Van Kampen American Capital a)$_____ $______ $______ $______
Emerging Growth Portfolio b) _____ ______ ______ ______

</TABLE>

CALCULATED WITH ANNUAL STEP-UP DEATH BENEFIT CHARGE

(See "Charges and Deductions - Deduction for Annual Step-Up Death Benefit
Charge.")

<TABLE>
<CAPTION>
Time Periods

</TABLE>

NOTES TO FEE TABLE AND EXAMPLES

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

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

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

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

5. An Owner may elect one of the following death benefits: the Standard Death
Benefit, the Enhanced Death Benefit or, for Contracts issued on or after May 1,
1998, the Annual Step-Up Death Benefit. There are three sets of Examples above.
One set has been calculated for the Standard Death Benefit, another with the
Enhanced Death Benefit Charge and a third with the Annual Step-Up Death Benefit
Charge. In certain states, the Annual Step-Up Death Benefit may not be
available.

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

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

CONDENSED FINANCIAL INFORMATION
ACCUMULATION UNIT VALUES

The following schedule includes Accumulation Unit Values for the periods
indicated. This data has been extracted from the Separate Account's Financial
Statements. The Separate Account's Financial Statements have been audited by
___________________________, independent certified public accountants, whose
report thereon is included in the SAI. This information should be read in
conjunction with the Separate Account's Financial Statements and related notes
thereto, which are included in the SAI. Two sets of unit values are presented,
one with the Enhanced Death Benefit Charge of .15%, (which was the charge for
the Enhanced Death Benefit as of December 31, 1995, 1996 and 1997) and one
without the Enhanced Death Benefit Charge. There are no unit values presented
for Contracts with the Annual Step-Up Death Benefit Charge because the Annual
Step-Up Death Benefit first became available under the Contracts on May 1,
1998.

WITHOUT ENHANCED DEATH WITH ENHANCED DEATH
BENEFIT CHARGE BENEFIT CHARGE
<S> <C> <C>
BEA GROWTH AND INCOME SUB-ACCOUNT
FOR PERIOD ENDED 12/31/95
Unit value at beginning of period (10/20/95) $ 10.00 Not Applicable
Unit value at end of period $ 10.62 Not Applicable
Number of units outstanding at end of period 461.8 Not Applicable
FOR YEAR ENDED 12/31/96
Unit value at beginning of period $ 10.62 $ 10.62
Unit value at end of period $ 11.92 $ 11.90
Number of units outstanding at end of period 48,634.3 11,709.8
FOR YEAR ENDED 12/31/97
Unit value at beginning of period $
Unit value at end of period $
Number of units outstanding at end of period
CREDIT SUISSE INTERNATIONAL EQUITY SUB-ACCOUNT
FOR PERIOD ENDED 12/31/95
Unit value at beginning of period (10/20/95) $ 10.00 Not Applicable
Unit value at end of period $ 10.36 Not Applicable
Number of units outstanding at end of period 430.6 Not Applicable
FOR YEAR ENDED 12/31/96
Unit value at beginning of period $ 10.36 $ 10.36
Unit value at end of period $ 11.90 $ 11.88
Number of units outstanding at end of period 17,186.2 8,510.2
FOR YEAR ENDED 12/31/97
Unit value at beginning of period $
Unit value at end of period $
Number of units outstanding at end of period
ELITEVALUE ASSET ALLOCATION SUB-ACCOUNT
FOR PERIOD ENDED 12/31/96
Unit value at beginning of period (1/2/96) $ 10.00 $ 10.00
Unit value at end of period $ 12.45 $ 12.43
Number of units outstanding at end of period 69,575.7 13,965.2
FOR YEAR ENDED 12/31/97
Unit value at beginning of period $
Unit value at end of period $
Number of units outstanding at end of period
GLOBAL ADVISORS GROWTH EQUITY SUB-ACCOUNT
FOR PERIOD ENDED 12/31/95
Unit value at beginning of period (10/20/95) $ 10.00 Not Applicable
Unit value at end of period $ 10.33 Not Applicable
Number of units outstanding at end of period 124.2 Not Applicable
FOR YEAR ENDED 12/31/96
Unit value at beginning of period $ 10.33 $ 10.33
Unit value at end of period $ 12.35 $ 12.33
Number of units outstanding at end of period 68,154.9 5,232.7
FOR YEAR ENDED 12/31/97
Unit value at beginning of period $
Unit value at end of period $
Number of units outstanding at end of period
GLOBAL ADVISORS MONEY MARKET SUB-ACCOUNT
FOR PERIOD ENDED 12/31/95
Unit value at beginning of period (10/10/95) $ 10.00 $ 10.00
Unit value at end of period $ 10.09 $ 10.08
Number of units outstanding at end of period 2,464.4 24.9
FOR YEAR ENDED 12/31/96
Unit value at beginning of period $ 10.09 $ 10.08
Unit value at end of period $ 10.46 $ 10.44
Number of units outstanding at end of period 109,837.9 3,403.7
FOR YEAR ENDED 12/31/97
Unit value at beginning of period $
Unit value at end of period $
Number of units outstanding at end of period
SALOMON BROTHERS U.S. GOVERNMENT SECURITIES SUB-ACCOUNT
FOR PERIOD ENDED 12/31/96
Unit value at beginning of period (2/6/96) $ 10.00 $ 10.00
Unit value at end of period $ 10.16 $ 10.14
Number of units outstanding at end of period 15,638.1 11,806.1
FOR YEAR ENDED 12/31/97
Unit value at beginning of period $
Unit value at end of period $
Number of units outstanding at end of period
VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH SUB-ACCOUNT
FOR PERIOD ENDED 12/31/96
Unit value at beginning of period (1/2/96) $ 10.00 $ 10.00
Unit value at end of period $ 11.70 $ 11.68
Number of units outstanding at end of period 107,870.9 2,072.6
FOR YEAR ENDED 12/31/97
Unit value at beginning of period $
Unit value at end of period $
Number of units outstanding at end of period
</TABLE>

THE COMPANY

Western National Life Insurance Company (the "Company"), which had $11.7
billion in assets as of December 31, 1997, 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 47 states, Puerto Rico and the District of Columbia. It is a wholly- owned
subsidiary of Western National Corporation. Western National Corporation is a
wholly-owned subsidiary of AGC Life Insurance Company, a subsidiary of American
General 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 SEC as a unit investment trust pursuant to the provisions of
the Investment Company Act of 1940.

The assets of the Separate Account are the property of the Company. However, the
assets of the Separate Account, equal to the reserves and other contract
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct. Income,
gains, and losses, whether or not realized, are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard to
other income, gains, or losses of the Company. The Company's obligations arising
under the Contracts are general obligations.

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

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

WNL SERIES TRUST

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

Purchasers should read the Prospectus for the Trust which is attached to this
Prospectus carefully before investing. Additional Prospectuses and the SAI can
be obtained by calling or writing the Company at its Annuity Service Office.

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

The following Portfolios are available under the Contracts:

BEA Growth and Income Portfolio

Credit Suisse International Equity Portfolio

EliteValue Asset Allocation Portfolio

Global Advisors Growth Equity Portfolio

Global Advisors Money Market Portfolio

Salomon Brothers U.S. Government Securities Portfolio

Van Kampen American Capital Emerging Growth Portfolio

VOTING RIGHTS

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

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

SUBSTITUTION OF SECURITIES

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

CHARGES AND DEDUCTIONS

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

DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)

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

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

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

REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

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

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

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

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

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

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

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

DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

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

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

DEDUCTION FOR ENHANCED DEATH BENEFIT CHARGE

If the Owner selects the Enhanced Death Benefit, each Valuation Period
prior to the 75th birthday of the Owner or oldest Joint Owner, the Company
deducts an Enhanced Death Benefit Charge from the Separate Account which is
equal, on an annual basis, to .05% of the average daily net asset value of the
Separate Account. This charge compensates the Company for assuming the mortality
risks for the Enhanced Death Benefit. (See "Proceeds Payable on Death - Enhanced
Death Benefit Amount During the Accumulation Period.") The Company expects a
profit from this charge.

DEDUCTION FOR ANNUAL STEP-UP DEATH BENEFIT CHARGE

For Contracts issued on or after May 1, 1998, an Owner may select the
Annual Step-Up Death Benefit in states where it is available (check with your
registered representative regarding availability). If the Owner selects the
Annual Step-Up Death Benefit, each Valuation Period prior to the 75th birthday
of the Owner or the oldest Joint Owner, the Company deducts an Annual Step-Up
Death Benefit Charge from the Separate Account which is equal, on an annual
basis, to .10% of the average daily net asset value of the Separate Account.
This charge compensates the Company for assuming the mortality risks for the
Annual Step-Up Death Benefit. (See "Proceeds Payable on Death - Annual Step- Up
Death Benefit Amount During the Accumulation Period.")

DEDUCTION FOR ADMINISTRATIVE CHARGE

Each Valuation Period, the Company deducts an Administrative Charge from
the Separate Account which is equal, on an annual basis, to .15% of the average
daily net asset value of the Separate Account. This charge, together with the
Contract Maintenance Charge (see below), is to reimburse the Company for the
expenses it incurs in the establishment and maintenance of the Contracts and the
Separate Account. These expenses include, but are not limited to: preparation of
the Contracts, confirmations, annual reports and statements: maintenance of
Owner records; maintenance of Separate Account records; administrative personnel
costs; mailing costs; data processing costs; legal fees; accounting fees; filing
fees; the costs of other services necessary for Owner servicing; and all
accounting, valuation, regulatory, and reporting requirements.

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 each Contract Year. However, during the
Accumulation Period, if the Contract Value on the Contract Anniversary is at
least $40,000, then no Contract Maintenance Charge is deducted. If a total
withdrawal is made on other than a Contract Anniversary and the Contract Value
for the Valuation Period during which the total withdrawal is made is less than
$40,000, the full Contract Maintenance Charge will be deducted at the time of
the total withdrawal. During the Annuity Period, the Contract Maintenance Charge
will be deducted pro rata from Annuity Payments, regardless of Contract size and
will result in a reduction of each Annuity Payment. The Contract Maintenance
Charge will be deducted from the General Account and the Sub-Accounts in the
Separate Account in the same proportion that the amount of the Contract Value in
the General Account and each Sub-Account bears to the total Contract Value.

DEDUCTION FOR PREMIUM AND OTHER TAXES

Any taxes, including any premium taxes, paid to any governmental entity
relating to the Contracts, may be deducted from the Purchase Payments or
Contract Value when incurred. The Company will, in its sole discretion,
determine when taxes have resulted from: the investment experience of the
Separate Account, receipt by the Company of the Purchase Payments, or
commencement of Annuity Payments. The Company may, at its sole discretion, pay
taxes when due and deduct that amount from the Contract Value at a later date.
Payment at an earlier date does not waive any right the Company may have to
deduct amounts at a later date. The Company's current practice is to deduct for
premium taxes when they become due and payable to the states. Premium taxes
generally range from 0% to 4%. While the Company is not currently maintaining a
provision for federal income taxes with respect to the Separate Account, the
Company has reserved the right to establish a provision for income taxes if it
determines, in its sole discretion, that it will incur a tax as a result of the
operation of the Separate Account. The Company will deduct for any income taxes
incurred by it as a result of the operation of the Separate Account, whether or
not there was a provision for taxes and whether or not it was sufficient.

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

DEDUCTION FOR EXPENSES OF THE TRUST

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

THE CONTRACTS

OWNER

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

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

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

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

JOINT OWNERS

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

ANNUITANT

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

ASSIGNMENT

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

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

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

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

PURCHASE PAYMENTS AND CONTRACT VALUE

PURCHASE PAYMENTS

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

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

ALLOCATION OF PURCHASE PAYMENTS

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

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

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

BONUS

The Company will, at the time of the initial Purchase Payment and, as of
May 1, 1998 (subject to regulatory approval) for certain subsequent Purchase
Payments, add an additional amount, as a Bonus, equal to 1% of such Purchase
Payment made under the Contract. The Bonus will be paid for subsequent Purchase
Payments of at least $5,000 for Non-Qualified Contracts or $2,000 for Qualified
Contracts. The Bonus will not be paid for subsequent Purchase Payments made
prior to May 1, 1998. The Bonus will be allocated to the Sub-Accounts of the
Separate Account and/or the General Account in the same manner as the Purchase
Payment to which it is attributable. The Company reserves the right to limit its
payment of any Bonus to $5,000.

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

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

DOLLAR COST AVERAGING

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

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

CONTRACT VALUE

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

ACCUMULATION UNITS

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

ACCUMULATION UNIT VALUE

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

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

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

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

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

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

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

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

TRANSFERS

TRANSFERS PRIOR TO THE ANNUITY DATE

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

1. Currently, the Company does not impose a transfer fee. The Company
reserves the right to charge a fee for transfers in the future which will not
exceed the lesser of $25 or 2% of the amount transferred (which will be deducted
from the amount that is transferred). If more than the number of free transfers
have been made in a Contract Year, the Company will deduct a transfer fee for
each subsequent transfer permitted.

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

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

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

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

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

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

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

TRANSFERS DURING THE ANNUITY PERIOD

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

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

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

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

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

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

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

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

SWEEP ACCOUNT PROGRAM

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

ASSET ALLOCATION PROGRAMS

ASSET ALLOCATION - PORTFOLIO REBALANCING

From time to time, the Company may make available a program (Asset
Allocation - Portfolio Rebalancing) which provides for periodic pre-authorized
automatic transfers among the Sub-Accounts pursuant to written allocation
instructions from the Owner. Such transfers are made to maintain a particular
percentage allocation among the Portfolios as selected by the Owner. The minimum
allocation is 1% per selection.

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

ASSET ALLOCATION - FINANCIAL INTERMEDIARIES

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

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

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

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

WITHDRAWALS

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

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

2. Any applicable taxes not previously deducted; less

3. Any applicable Contingent Deferred Sales Charge; less

4. The Contract Maintenance Charge, if any.

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

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

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

Certain tax withdrawal penalties and restrictions may apply to withdrawals from
the Contracts. (See "Tax Status.") For Contracts purchased in connection with
403(b) plans, the Code limits the withdrawal of amounts attributable to
contributions made pursuant to a salary reduction agreement (as defined in
Section 403(b)(11) of the Code) to circumstances only when the Owner: (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) incurs a qualifying
hardship.

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

SYSTEMATIC WITHDRAWAL OPTION

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

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

TEXAS OPTIONAL RETIREMENT PROGRAM

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

SUSPENSION OR DEFERRAL OF PAYMENTS

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

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

2. Trading on the NYSE 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 SEC, by order, so permits for the
protection of Owners; provided that applicable rules and regulations of the SEC
will govern as to whether the conditions described in (2) and (3) exist.

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

PROCEEDS PAYABLE ON DEATH

DEATH OF OWNER DURING THE ACCUMULATION PERIOD

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

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

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD (STANDARD DEATH BENEFIT)

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
greatest of:

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

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

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

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

ENHANCED DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

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

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

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

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

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

ANNUAL STEP-UP DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

For Contracts issued on or after May 1, 1998, an Owner may select the
Annual Step-Up Death Benefit. If the Owner selects the Annual Step-Up Death
Benefit, for a death occurring prior to the 75th birthday of the Owner, or the
oldest Joint Owner, the death benefit amount during the Accumulation Period will
be the greater of:

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

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

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

For a death occurring on or after the 75th birthday of the Owner, or the oldest
Joint Owner, the death benefit during the Accumulation Period will be the
Contract Value determined as of the Valuation Period during which the Company
receives at its Annuity Service Office both due proof of death and an election
of the payment method.

In certain states, the Annual Step-Up Death Benefit may not be available (check
with your registered representative regarding availability.)

OWNERS SHOULD REFER TO THEIR CONTRACT AND ANY ENDORSEMENT FOR THE APPLICABLE
DEATH BENEFIT PROVISION.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD

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

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

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

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

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

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

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

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

DEATH OF OWNER DURING THE ANNUITY PERIOD

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

DEATH OF ANNUITANT

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

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

PAYMENT OF DEATH BENEFIT

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

1. A certified death certificate;

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

3. Any other proof satisfactory to the Company.

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

BENEFICIARY

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

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

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

3. To the estate of the Owner.

CHANGE OF BENEFICIARY

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

ANNUITY PROVISIONS

GENERAL

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

ANNUITY DATE

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

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

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

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

ANNUITY

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

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

FIXED ANNUITY

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

VARIABLE ANNUITY

Variable Annuity payments reflect the investment performance of the
Separate Account in accordance with the allocation of the Adjusted Contract
Value to the Sub-Accounts during the Annuity Period. Variable Annuity payments
are not guaranteed as to dollar amount. See the SAI regarding how Annuity
Payments and Annuity Units are calculated.

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 60, 120, 180, or 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 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 SEC and is a member of the
National Association of Securities Dealers, Inc. WNL Brokerage and the Company
are owned by the same corporation.

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

ADMINISTRATION OF THE CONTRACTS

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

PERFORMANCE INFORMATION

MONEY MARKET SUB-ACCOUNT

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

OTHER SUB-ACCOUNTS

From time to time, the Company may advertise performance data for the
various other Sub-Accounts under the Contract. Such data will show the
percentage change in the value of an Accumulation Unit based on the performance
of an Investment Option over a period of time, usually a calendar year,
determined by dividing the increase (decrease) in value for that Unit by the
Accumulation Unit value at the beginning of the period. This percentage figure
will reflect the deduction of any asset-based charges and any applicable
Contract Maintenance Charge under the Contracts. It will not reflect the
deduction of the Contingent Deferred Sales Charge, which if applied would reduce
any percentage increase or make greater any percentage decrease.

Any advertisement will also include average annual total return figures
calculated as described in the SAI. The total return figures 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 SAI.
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 NYSE. The Dow Jones Industrial Average is an unmanaged, weighted
average of 30 blue chip industrial corporations listed on the NYSE. 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 Report 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 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: (a) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (b) no more than 70% of the
value of the total assets of the portfolio is represented by any two
investments; (c) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (d) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.

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

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

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

The amount of Owner control which may be exercised under the Contract is
different, in some respects, from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policyowner
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 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 disclosures 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.

ROTH IRAs

Beginning in 1998, individuals may purchase a new type of non-deductible IRA,
known as a Roth IRA. Purchase payments for a Roth IRA are limited to $2,000 per
year. This limitation is phased out for adjusted gross income between $95,000
and $110,000 in the case of single taxpayers, between $150,000 and $160,000 in
the case of married taxpayers filing joint returns, and between $0 and $15,000
in the case of married taxpayers filing separately. An overall $2,000 annual
limitation continues to apply to all of a taxpayer's IRA contributions,
including Roth IRA and non-Roth IRAs.

Qualified distributions from Roth IRAs are entirely tax free. A qualified
distribution requires that an individual has held the Roth IRA for at least five
years and, in addition, that the distribution is made either after the
individual reaches age 59 1/2, on the individual's death or disability, or as a
qualified first-time home purchase, subject to a $10,000 lifetime maximum, for
the individual, a spouse, child, grandchild, or ancestor. Any distribution which
is not a qualified distribution is taxable to the extent of earnings in the
distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions exceed the amount of
contributions to the Roth IRA. The 10% penalty tax and the regular IRA
exceptions to the 10% penalty tax apply to taxable distributions from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another Roth IRA. Furthermore,
an individual may make a rollover contribution from a non- Roth IRA to a Roth
IRA, unless the individual has adjusted gross income over $100,000 or the
individual is a married taxpayer filing a separate return. The individual must
pay tax on any portion of the IRA being rolled over that represents income or a
previously deductible IRA contribution. However, for rollovers in 1998, the
individual may pay that tax ratably over the four taxable year periods beginning
with tax year 1998.

Purchasers of Contracts to be qualified as a Roth 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
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; (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 Contract Owner or Annuitant (as applicable) and his or her spouse
and dependents if the Contract Owner or Annuitant (as applicable) has received
unemployment compensation for at least 12 weeks (this exception will no longer
apply after the Contract Owner or Annuitant (as applicable) has been re-employed
for at least 60 days); (h) distributions from an Individual Retirement Annuity
made to the Owner or Annuitant (as applicable) to the extent such distributions
do not exceed the qualified higher education expenses (as defined in Section
72(t)(7) of the Code) of the Owner or Annuitant (as applicable)for the taxable
year; and (i) distributions from an Individual Retirement Annuity made to the
Owner or Annuitant (as applicable) which are qualified first-time home buyer
distributions (as defined in Section 72(t)(8) of the Code). 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 and, in some cases, the later of age 70 1/2 or the date of retirement.
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: (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. 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 who 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. Under a Section 457 Plan, all the Plan 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. However, for Plans established after August 20,
1996, it is required that Plan assets be held in trust for the benefit of plan
participants and are not subject to the claims of the general creditors of the
employer. Furthermore, this requirement must be met for all Plans no later than
January 1, 1999.

FINANCIAL STATEMENTS

Financial Statements of the Company and the Separate Account have been
included in the SAI.

LEGAL PROCEEDINGS

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

TABLE OF CONTENTS
OF THE STATEMENT OF ADDITIONAL INFORMATION

Page
<S> <C>
COMPANY 3
EXPERTS 3
LEGAL OPINIONS 3
DISTRIBUTOR 3
YIELD CALCULATION FOR THE GLOBAL ADVISORS MONEY MARKET SUB-ACCOUNT 3
PERFORMANCE INFORMATION 4
ANNUITY PROVISIONS 6
FINANCIAL STATEMENTS 6
</TABLE>

PART B

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 (THE "SAI")
SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1998, 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 1-800-910-4555, OR WRITE THE COMPANY AT P.O. BOX
290721, WETHERSFIELD, CT 06129-0721. THIS SAI IS DATED MAY 1, 1998.

TABLE OF CONTENTS

Page
<S> <C>

Company 3
Experts 3
Legal Opinions 3
Distributor 3
Yield Calculation For The Global Advisors Money Market
Sub-Account 3
Performance Information 4
Annuity Provisions 5
Annuity Unit 6
Financial Statements 6
</TABLE>

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 WNL Separate Account A (the
"Separate Account"). As of December 31, 1997, the initial capital contributed by
the Company represented approximately __% 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, shareholders' equity and cash flows for each of
the three years in the period ended December 31, 1996, and the statement of
assets and liabilities of the Separate Account as of December 31, 1996, and the
related statement of operations for the year ended December 31, 1996, and the
statement of changes in net assets for the year ended December 31, 1996, and the
period from October 10, 1995 (commencement of operations) through December 31,
1995, all of which are included in the SAI, 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. For the seven calendar days ending December 31, 1997, the
annualized effective yield for the Global Advisors Money Market Sub-Account was
____% and the yield was ____%.

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 calculation does not take into account any applicable
Enhanced Death Benefit Charge.

For the seven calendar days ended December 31, 1997, the annualized effective
yield and yield for the Global Advisors Money Market Sub-Account calculated with
the applicable Enhanced Death Benefit Charge was ____% and ____%,
respectively.

The Global Advisors Money Market Sub-Account computes its effective compound
yield according to the method prescribed by the Securities and Exchange
Commission (the "SEC"). 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. Any such advertisement will include three sets of total return
figures for the time periods indicated in the advertisement. One set of such
total return figures will reflect the deduction of a 1.25% Mortality and Expense
Risk Charge, a .15% Administrative Charge, the investment advisory fee and
expenses for the underlying Portfolio being advertised, and any applicable
Contract Maintenance Charge. A second set of such total return figures will
reflect the same deductions mentioned plus the deduction of a .05% Enhanced
Death Benefit Charge. A third set of such total return figures will reflect the
same deductions mentioned plus the deduction of .10% Annual Step-Up Death
Benefit 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:

n
P (1 + T ) = ERV
Where:
P = A hypothetical initial payment of $1,000
T = Average annual total return
n = Number of years
ERV = Ending redeemable value at the end of the 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. Each Sub-Account (other than the Global Advisors Money
Market Sub-Account) for which the Company will advertise yield, 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:

a-b
---
Yield = 2 [( cd + 1)6 - 1]
Where:
a = Net investment income earned during the period by the Trust
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.

Investment operations for the Sub-Accounts which invest in Portfolios of the WNL
Series Trust (the "Trust") depicted in the chart below commenced on the
following dates:

Portfolio Inception Date
- - -------------------------------------------- --------------
<S> <C>

BEA Growth and Income Portfolio 10/20/95
Credit Suisse International Equity Portfolio 10/20/95
EliteValue Asset Allocation Portfolio 01/02/96
Global Advisors Growth Equity Portfolio 10/20/95
Global Advisors Money Market Portfolio 10/10/95
Salomon Brothers U.S. Government
Securities Portfolio 02/06/96
Van Kampen American Capital Emerging
Growth Portfolio 01/02/96
</TABLE>

Chart 1 below shows performance figures which reflect the deduction of all
charges and deductions (except the Enhanced Death Benefit Charge) under the
Contracts (see "Charges and Deductions" in the Prospectus) and also reflect the
actual fees and expenses paid by the underlying Portfolios. Chart 2 below is
identical to Chart 1 except that it also reflects the deduction of the Enhanced
Death Benefit Charge, where applicable.

AVERAGE TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>

Chart 1
- --------

Sub-Accounts One Year From Inception
- -------------------------------------------- --------- ---------------
<S> <C> <C>

BEA Growth and Income Portfolio ____% _____%
Credit Suisse International Equity Portfolio ____ _____
EliteValue Asset Allocation Portfolio ____ _____
Global Advisors Growth Equity Portfolio ____ _____
Global Advisors Money Market Portfolio ____ _____
Salomon Brothers U.S. Government
Securities Portfolio ____ _____
Van Kampen American Capital Emerging
Growth Portfolio ____ _____
</TABLE>

Chart 2
- --------

Sub-Accounts One Year From Inception
- -------------------------------------------- --------- ---------------
<S> <C> <C>

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: (a) are not predetermined
as to dollar amount and (b) 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:

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.

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

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

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

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

ANNUITY UNIT

The value of any Annuity Unit for each Sub-Account of the Separate Account was
set initially at $10. The Sub-Account Annuity Unit value at the end of any
subsequent Valuation Period is determined as follows:

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

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

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

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.

[FINANCIAL STATEMENTS WILL BE FILED BY AMENDMENT]

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
filed by 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.*
(b) Service Agreement (to be filed by amendment)
4. (i) Individual Fixed and Variable Deferred Annuity Contract.*
(ii) Annual Step-Up Death Benefit Endorsement.
(iii) Persistency Bonus Endorsement
5. Application Form.*
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. Calculation of Performance Information (to be filed by Amendment).
14. Not applicable.
15. Company Organizational Chart (to be filed by Amendment).
27. Not applicable.

*Incorporated by reference to Registrant's Form N-4 as filed on November 11,
1994 (File No. 33-86464).

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:

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

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 and
5555 San Felipe, Suite 900 Chief Financial Officer
Houston, TX 77056

Richard W. Scott Director, Vice Chairman and
5555 San Felipe, Suite 900 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
5555 San Felipe, Suite 900 General Counsel
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

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

Kent Lamb Senior 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. Senior Vice President-Operations
205 E. 10th Street
Amarillo, TX 79101-3546

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 was included as Exhibit 15 in Registrant's
Form N-4, as filed on November 11, 1994.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of ___________, 1998, there were __ Qualified Contract Owners and __ Non-
Qualified Contract Owners.

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,
5555 San Felipe, Suite 900 Chief Legal Officer, Assistant Secretary
Houston, TX 77056 and Director

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

Patrick E. Grady Vice President, Chief Financial Officer
5555 San Felipe, Suite 900 and Treasurer
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. In addition, certain
required records are maintained by the third party administrator, Financial
Advisory Services, Inc., whose address is 1290 Silas Deane Highway,
Wethersfield, CT 06109-4303.

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(d), 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.

REPRESENTATIONS

(1) The Company hereby represents that it is relying upon Investment Company Act
Rule 6c-7. The Company further represents that paragraphs (a)-(d) of Rule 6c-7
have been complied with.

(2) The Company hereby represents that it is relying upon a No-Action Letter
issued to the American Council of Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been complied
with:

1. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;

2. Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;

3. Instruct sales representatives who solicit participants to purchase the
contract specifically to bring the redemption restrictions imposed by Section
403(b)(11) to the attention of the potential participants;

4. Obtain from each plan participant who purchases a Section 403(b) annuity
contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (1) the restrictions on
redemption imposed by Section 403(b)(11), and (2) other investment alternatives
available under the employer's Section 403(b) arrangement to which the
participant may elect to transfer his contract value.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it has caused this Registration Statement to
be signed on its behalf, in the City of Houston, and State of Texas on this 27th
day of February, 1998.

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

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

By: /S/ BEVERLI LEE
------------------------------

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

By: /S/ BEVERLI LEE
---------------------------------------

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.

/s/Michael J. Poulos* Chairman, Director, President 2/27/98
- ---------------------- -------
Michael J. Poulos and Chief Executive Officer Date

Director, Executive Vice President,
- ---------------------- General Counsel, and Chief -------
Richard W. Scott Chief Investment Officer Date

/s/John A. Graf* Director, Executive Vice President 2/27/98
- ------------------------- -------
John A. Graf and Chief Marketing Officer Date

/s/Arthur R. McGimsey* Director, Executive Vice President 2/27/98
- ------------------------- -------
Arthur R. McGimsey and Chief Financial Officer Date

/s/Michael J. Akers* Director, Executive Vice President 2/27/98
- ------------------------- -------
Michael J. Akers and Chief Actuary Date

*By Power of Attorney

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

EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM N-4
FOR
WNL SEPARATE ACCOUNT A
OF
WESTERN NATIONAL LIFE INSURANCE COMPANY

INDEX TO EXHIBITS

EXHIBIT PAGE
- ------- ----

99.B4(ii) Annual Step-Up Death Benefit Endorsement

99.B4(iii) Persistency Bonus Endorsement

WESTERN NATIONAL LIFE INSURANCE COMPANY
HOME OFFICE: 205 E. 10TH AVENUE, AMARILLO, TEXAS 79101
TELEPHONE: (800) 424-4990
ANNUAL STEP-UP DEATH BENEFIT ENDORSEMENT

This Endorsement modifies the Contract to which it is attached. The effective
date of the Endorsement is the Issue Date shown on the Contract Schedule. The
Charge for this benefit is shown on the Contract Schedule. In case of conflict
with any provision in the Contract, the provisions of this Endorsement will
control. The following hereby amends and supersedes the section of the Contract
captioned "Proceeds Payable on Death - Death Benefit Amount During the
Accumulation Period":

PROCEEDS PAYABLE ON DEATH
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD: For a death occurring prior
to the 75th 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 and previously deducted
Contingent Deferred Sales Charge; or

Signed for Western National Life Insurance Company by:

/s/ Dwight L. Cramer /s/ John A. Graf
- ------------------------------ --------------------------
SECRETARY PRESIDENT

R352-98

WESTERN NATIONAL LIFE INSURANCE COMPANY
ADMINISTRATIVE OFFICE: 205 E. 10TH AVENUE, AMARILLO, TEXAS 79101-0001
TELEPHONE: (800) 910-4455
PERSISTENCY BONUS ENDORSEMENT

This Endorsement modifies the Contract to which it is attached. The
effective date of this Endorsement is the date the Endorsement is issued. In
case of conflict with any provision in the Contract the provisions of this
Endorsement will control.

The Company will, at the time of the initial Purchase Payment and each
subsequent Purchase Payment of at least $5,000 for non-qualified Contracts or at
least $2,000 for qualified Contracts, add an additional amount, as a bonus (the
Bonus") equal to one percent (1%) of such Purchase Payment made under the
Contract. The Bonus will be allocated to the Sub-Accounts of the Separate
Account or the General Account in the same manner as the Purchase Payment to
which it is attributable. The Company reserves the right to limit its payment of
any Bonus to $5,000.

If the Owner makes a withdrawal prior to the seventh (7th) year after a
Purchase Payment in excess of the Free Withdrawal Amount or in excess of the
amount permitted under the Systematic Withdrawal Option, an amount equal to the
Bonus allocated to the Purchase Payment being withdrawn will be deducted from
the Contract Value.

The following hereby replaces certain information in the Section
"General Account Provisions - General Account Value":

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

1. the Purchase Payments and any Bonuses 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 and any Contingent Deferred Sales Charge
deducted from the General Account; less

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

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

The following hereby replaces certain information in the Section "Withdrawal
Provisions - Withdrawals":

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 Bonus allocable to a Purchase Payment being withdrawn, if the
withdrawal is made prior to the Seventh (7th) year after the applicable
Purchase Payment, and exceeds the Free Withdrawal Amount or exceeds the
amount permitted under the Systematic Withdrawal Option; less

3. any applicable taxes not previously deducted; less

4. any applicable Contingent Deferred Sales Charge; less

5. the Contract Maintenance Charge, if any.

Signed for Western National Life Insurance Company by:

/s/DWIGHT L. CRAMER /s/JOHN A. GRAF
- ---------------------------------- ---------------------
SECRETARY PRESIDENT

R335-98