LPLA SEPARATE ACCOUNT ONE
497, 1999-05-28
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                                [GRAPHIC OMITTED]

                  INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
                              with a Fixed Account
                                    issued by
                            LPLA SEPARATE ACCOUNT ONE
                                       and
                 LONDON PACIFIC LIFE & ANNUITY INSURANCE COMPANY
                                   May 1, 1999

This prospectus describes the individual deferred variable annuity contract with
a Fixed  Account  issued  by  London  Pacific  Life &  Annuity  Company  (London
Pacific). The annuity contract has a Fixed Account which offers an interest rate
which is guaranteed by London Pacific and the following 12 Investment Options:

LPT VARIABLE INSURANCE SERIES TRUST:

Harris Associates Value Portfolio
MFS Total Return Portfolio
Berkeley  U.S.  Quality  Bond  Portfolio  (not  available  for new  purchases or
additional Contributions)
Berkeley  Money Market  Portfolio (not available for new purchases or additional
Contributions)
Robertson Stephens Diversified Growth Portfolio
Lexington Corporate Leaders Portfolio(R)
Strong Growth Portfolio
SAI Global Leaders Portfolio

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:

Morgan Stanley Dean Witter U.F. High Yield Portfolio
Morgan Stanley Dean Witter U.F. International Magnum Portfolio
Morgan Stanley Dean Witter U.F. Emerging Markets Equity Portfolio


BT INSURANCE FUNDS TRUST:

BT Equity 500 Index Fund

FEDERATED INSURANCE SERIES:

Federated Prime Money Fund II
Federated Fund for U.S. Government Securities II

Please read this prospectus  carefully  before investing and keep it on file for
future  reference.  It contains  important  information about the London Pacific
Deferred Variable Annuity Contract.

To learn more about the London Pacific Deferred Variable Annuity Contract with a
Fixed Account, you can obtain a copy of the Statement of Additional  information
(SAI) dated May 1, 1999. The SAI has been filed with the Securities and Exchange
Commission (SEC) and is legally a part of this  prospectus.  The SEC maintains a
Web site  (http://www.sec.gov)  that contains the SAI, material  incorporated by
reference,  and other information  regarding  companies that file electronically
with the SEC. The Table of Contents of the SAI is on Page 24 of this prospectus.
For a free copy of the SAI, call us at our Annuity Service Center at the address
below.

The Contracts:

     *    are not bank deposits
     *    are not federally insured
     *    are not endorsed by any bank or government agency
     *    are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  truthful or  complete.  Any
representation to the contrary is a criminal offense.

INQUIRIES:  If  you  have  any  questions  about  your  Contract  or  need  more
information, please contact us at:

Annuity Service Center
P.O. Box 2956
Raleigh, North Carolina 27626
(800) 852-3152


                             TABLE OF CONTENTS

                                                            PAGE

DEFINITIONS OF TERMS USED IN THIS PROSPECTUS ...........      1

SUMMARY ................................................      2

FEE TABLE ..............................................      5

THE LONDON PACIFIC DEFERRED VARIABLE ANNUITY CONTRACT...      8
         Ownership......................................      9
         Assignment.....................................      9
         Modification of the Contract..................      10

ANNUITY PAYMENTS (THE ANNUITY PERIOD)....................    10
         Annuity Date ...................................    10
         Annuity Payments ...............................    10
         Annuity Options ................................    10

HOW TO PURCHASE THE CONTRACTS ...........................    11
         Contributions ..................................    11
         Allocation of Contributions ....................    11
         Free-Look ......................................    12
         Accumulation Units .............................    12
         Transfers ......................................    13

INVESTMENT OPTIONS.......................................    13
         LPT Variable Insurance Series Trust.............    13
         Morgan Stanley Dean Witter Universal Funds, Inc.    14
         BT Insurance Funds Trust........................    14
         Federated Insurance Series......................    14
         Dollar Cost Averaging Program ..................    15
         Rebalancing Program ............................    15
         Voting Rights ..................................    15
         Substitution....................................    15
         Exchange Program................................    15

PERFORMANCE..............................................    17

EXPENSES ................................................    17
         Mortality and Expense Risk Charge...............    17
         Administrative Charge ..........................    18
         Distribution Charge ............................    18
         Contract Maintenance Charge ....................    18
         Contingent Deferred Sales Charge................    18
         Transfer Fee ...................................    19
         Premium Taxes...................................    19
         Income Taxes....................................    19
         Investment Option Expenses......................    19

TAXES ...................................................    20
         Annuity Contracts in General...................     20
         Qualified and Non-Qualified Contracts .........     20
         Withdrawals - Non-Qualified Contracts ..........    20
         Withdrawals - Qualified Contracts ..............    21
         Diversification ................................    21

WITHDRAWALS...............................................   21

         Systematic Withdrawal Option ....................   22
         Suspension of Payments or Transfers .............   22

DEATH BENEFIT.............................................   22
       Upon Your Death ...................................   22
       Death of Annuitant ................................   23

OTHER INFORMATION.........................................   23
         London Pacific...................................   23
         Year 2000........................................   24
         The Separate Account.............................   24
         Distribution.....................................   24

TABLE OF CONTENTS OF THE SAI..............................   24

APPENDIX A................................................   25

APPENDIX B ...............................................   27




                  DEFINITIONS OF TERMS USED IN THIS PROSPECTUS

Accumulation  Period - The period of time before the Annuity  Date during  which
you can make Contributions.

Annuity Date - The date on which Annuity Payments begin.

Annuity  Payments - The  series of  payments  made to you or someone  you choose
after the Annuity Date.

Annuity Period - The period of time beginning with the Annuity Date during which
we make Annuity Payments.

Annuity Service Center - The office  indicated under Inquiries on the first page
of this prospectus to which notices, requests and Contributions must be sent.

Business  Day - Any day the New York Stock  Exchange  (NYSE) and we are open for
business.

Contributions - The money you invest in the Contract.

Fixed  Account - A segment of our  general  account  which  contains  all of our
assets with the exception of segregated separate account assets.

Investment Option(s) - Those variable investments available under the Contract.

Non-Qualified  Contract - If you purchase the Contract as an individual  and not
under an individual  retirement  annuity,  it is referred to as a  Non-Qualified
Contract.

Owner/Joint  Owner - The person(s) or entity(ies)  entitled to ownership  rights
under the Contract.

Qualified Contract - If you purchase the Contract under an individual retirement
annuity, it is referred to as a Qualified Contract.

Separate  Account - A segregated  asset account  maintained by us to support the
London Pacific  Deferred  Variable Annuity Contract and certain other contracts.
The Separate  Account is LPLA  Separate  Account  One.  The Separate  Account is
divided into sub-accounts.

Written Request - A request in writing,  in a form  satisfactory to us, which is
received by the Annuity Service Center.

SUMMARY

The  sections  in this  Summary  are  explained  in more  detail  later  in this
prospectus.

The London Pacific Deferred Variable Annuity Contract

This prospectus describes the individual deferred variable annuity contract with
a Fixed  Account  (Contract).  The Contract is offered by London  Pacific Life &
Annuity Company (London Pacific).  The Contract provides for a death benefit and
guaranteed  payment plans.  The Contract is designed for  retirement  savings or
other long-term investment purposes.

The  Contract  allows  you the  choice to invest in our Fixed  Account or the 12
Investment Options. The Investment Options are intended to offer a better return
than the Fixed Account. However, this is NOT guaranteed.  You can also lose your
money.

Under the  Contract,  you are the Owner.  You can name a Joint Owner.  The Joint
Owner must be your spouse.

Annuity Payments

You can receive  Annuity  Payments  from your  Contract by selecting  one of the
available Annuity Options. You can choose to have Annuity Payments come from the
Fixed  Account  or the  Investment  Options  or both.  If you choose to have any
portion of the payments come from the Investment  Options,  the dollar amount of
your Annuity Payments may go up or down depending on the investment  performance
of the Investment Option(s) you select.

How to Purchase the Contract

The Contract requires an initial Contribution of at least $5,000. If you buy the
Contract as an Individual  Retirement  Annuity (IRA),  the initial  Contribution
must be at least  $1,000.  You can  make  additional  Contributions  of at least
$1,000  at  any  time   during  the   Accumulation   Period.   Your   registered
representative can help you fill out the proper forms.

Investment Options

You can invest in the following Investment Options:

LPT Variable Insurance Series Trust:

Harris Associates Value Portfolio
MFS Total Return Portfolio
Berkeley  U.S.  Quality  Bond  Portfolio  (not  available  for new  purchases or
additional Contributions)
Berkeley  Money Market  Portfolio (not available for new purchases or additional
Contributions)
Robertson Stephens Diversified Growth Portfolio
Lexington Corporate Leaders Portfolio(R)
Strong Growth Portfolio
SAI Global Leaders Portfolio

Morgan Stanley Dean Witter Universal Funds, Inc:

Morgan Stanley Dean Witter U.F. High  Yield Portfolio
Morgan Stanley Dean Witter U.F. International Magnum Portfolio
Morgan Stanley Dean Witter U.F. Emerging Markets Equity Portfolio

BT Insurance Funds Trust:

BT Equity 500 Index Fund

Federated Insurance Series:

Federated Prime Money Fund II
Federated Fund for U.S. Government Securities II

Depending on market conditions and the performance of the Investment Options you
select, you can make or lose money in any of these Investment Options.


                                    Expenses

The Contract has insurance features and investment  features and there are costs
related to each. The fees and charges are as follows:

Mortality and Expense Risk Charge: 1.25% annually of the average daily net asset
value of each Investment Option.

Administrative  Charge:  .15%  annually of the average  daily net asset value of
each Investment Option.

Distribution  Charge: .10% annually of the average daily net asset value of each
Investment Option.

     Transfer  Fee: If you make more than 12  transfers in a Contract  year,  we
deduct a transfer  fee which is equal to $20 per  transfer,  or 2% of the amount
transferred (whichever is less).

     Contingent  Deferred  Sales  Charge:  If you make a  withdrawal  from  your
Contract,  we will deduct a contingent deferred sales charge which declines from
7% to 0% depending upon the number of years we have had your Contribution. After
London  Pacific has had your  Contribution  for 7 years,  there is no charge for
withdrawals.

     Contract  Maintenance  Charge:  Each  year,  London  Pacific  deducts a $36
contract  maintenance  charge  from your  Contract.  The charge is waived if the
value of your Contract is at least $50,000.

     Premium Taxes: When you make a withdrawal, begin receiving Annuity Payments
or when we pay a death  benefit,  London Pacific may assess a premium tax charge
which ranges from 0% to 4%, depending on the state.

There are also investment  charges which range from .30% to 1.75% of the average
daily value of the Investment  Option,  depending upon the Investment Option you
select.

Taxes

Your  earnings  are not taxed  until you take  them out.  If you take  money out
during the Accumulation Period, earnings come out first and are taxed as income.
If you are younger than 59 1/2 when you take money out, you may be charged a 10%
federal  tax penalty on the  earnings.  Payments  during the Annuity  Period are
considered  partly a  return  of your  original  investment.  That  part of each
payment is not taxable.

Death Benefit

If you die, a death benefit will be paid to the Beneficiary.

Exchange Program

London  Pacific  offers an exchange  program  (the  Exchange  Program)  which is
available only to purchasers who exchange a contract issued by another insurance
company not affiliated with London Pacific or other  financial  investment for a
Contract offered by this  Prospectus.  The Exchange Program is only available to
purchasers who own a fixed annuity contract issued by another  insurance company
not affiliated  with London Pacific or other  financial  investments.  Under the
Exchange  Program,  London  Pacific  adds  certain  amounts to the  Contract  as
exchange credits (Exchange  Credits).  Subject to specific limits,  the Exchange
Credits equal the surrender charge paid, if any, to the other insurance  company
or the charges and penalties paid to a financial institution.

Free-Look

If you cancel the  Contract  within 10 days  after  receiving  it (or the period
required in your state), we will send your money back. You will receive whatever
your Contract is worth on the day we receive your  request.  This may be more or
less  than  your  Contribution.  If we  are  required  by  law  to  return  your
Contribution, we will put your money in the Federated Prime Money Fund II during
the free-look period.



                       LPLA SEPARATE ACCOUNT ONE FEE TABLE
                 See Notes to Fee Table and Examples on Page 8.


Contract Owner Transaction Expenses
                                                    Charge as a Percentage
Contingent Deferred Sales Charge  Contract Year   of Unliquidated Contribution
- --------------------------------  -------------   ----------------------------

                                     1 year                     7%
                                     2 years                    7%
                                     3 years                    6%
                                     4 years                    5%
                                     5 years                    4%
                                     6 years                    3%
                                     7 years                    2%
                                     8 years or more            0%

Transfer Fee                   No charge for first 12 transfers in a Contract
(See Note 2 on Page 8)         year.  After that, the fee is the lesser of $20
                               or 2% of the amount transferred.

Contract Maintenance Charge    $36 per Contract per Contract year.
(see Note 3 on Page 8 )

Separate Account Annual Expenses
  (as a percentage of average account value)

Mortality and Expense Risk Charge..................... 1.25%
Administrative Charge.................................  .15%
Distribution Charge...................................  .10%
                                                       ------
Total Separate Account Annual Expenses.................1.50%



LPT Variable Insurance Series Trust's Annual Expenses
 (as a percentage of the average daily net assets of a Portfolio)


                                          Other Expenses
                              Management  (after expense     Total Annual
                                Fees      reimbursement)* Portfolio Expenses*
                                ----      -----------------------------------

Harris Associates Value          1.00%            .29%               1.29%
MFS Total Return                  .75%            .54%               1.29%
Berkeley U.S. Quality Bond**      .55%            .44%                .99%
Berkeley Money Market**           .45%            .44%                .89%
Robertson Stephens Diversified
 Growth                           .95%            .44%               1.39%
Lexington Corporate Leaders       .65%            .64%               1.29%
Strong Growth                     .75%            .54%               1.29%
SAI Global Leaders***             .75%            .54%               1.29%

*    London  Pacific  has  voluntarily  agreed  through  December  31,  1999  to
     reimburse  each  Portfolio  for  certain  expenses   (excluding   brokerage
     commissions) in excess of  approximately  the amounts set forth above under
     "Total Annual Portfolio  Expenses" for each Portfolio.  Absent this expense
     reimbursement  arrangement,  for the year ending  December  31,  1998,  the
     "Total Annual Portfolio  Expenses" (on an annualized basis) were: 1.85% for
     the  Harris  Associates  Value  Portfolio;  1.87% for the MFS Total  Return
     Portfolio;  3.60% for the Berkeley U.S.  Quality Bond Portfolio;  3.14% for
     the Berkeley Money Market Portfolio; 2.39% for the Strong Growth Portfolio;
     2.37% for the Robertson Stephens  Diversified  Growth Portfolio;  and 1.60%
     for the Lexington  Corporate Leaders Portfolio.  The examples following are
     calculated based upon such expense reimbursement arrangements.

**   Prior to May 1, 1999,  London Pacific  reimbursed the Berkeley U.S. Quality
     Bond  Portfolio  and  the  Berkeley  Money  Market  Portfolio  for  certain
     expenses.  Effective May 1, 1999, this arrangement has been terminated. For
     the year ending December 31, 1999, the "Other Expenses" are estimated to be
     2.75%  for the  Berkeley  U.S.  Quality  Bond  Portfolio  and 2.25% for the
     Berkeley Money Market Portfolio.

***  Estimated. The Portfolio commenced investment operations on May 1, 1999.



Morgan Stanley Dean Witter Universal Funds, Inc.'s Annual Expenses
(as a percentage of the average daily net assets of a Portfolio)

                                   Other      Expenses
                               Management (after expense     Total Annual
                                  Fees    reimbursement)*  Portfolio Expenses*
                                  ----    ---------------  -------------------

Morgan Stanley Dean Witter
 U.F. High Yield                 .15%            .65%                 .80%
Morgan Stanley Dean Witter
 U.F. International Magnum       .15%           1.00%                1.15%
Morgan Stanley Dean Witter
 U.F. Emerging Markets Equity    0.0%           1.75%                1.75%

*    The advisers have  voluntarily  waived receipt of their management fees and
     agreed to reimburse the Portfolio,  if necessary,  if such fees would cause
     the  total  annual  operating  expenses  of the  Portfolio  to  exceed  the
     percentages set forth above under "Total Annual Portfolio Expenses." Absent
     this  expense  reimbursement,  for  the  year  ending  December  31,  1998,
     "Management Fees," "Other Expenses," and "Total Annual Portfolio  Expenses"
     would have been: 0.50%,  0.65% and 1.15% for the Morgan Stanley Dean Witter
     U.F. High Yield Portfolio;  0.80%,  1.00%, and 1.80% for the Morgan Stanley
     Dean Witter U.F. International Magnum Portfolio; and 1.25%, 2.20% and 3.45%
     for the Morgan Stanley Dean Witter U.F. Emerging Markets Portfolio.


BT Insurance Funds Trust's Annual Expenses
(as a percentage of the average daily net assets of a Portfolio)
                                                                Total Annual
                                            Other Expenses  Portfolio Expenses
                    Management   Administ-  (after expense   (after expense
                       Fees     rative Fee   reimbursement)*  reimbursement)*
                       ----     ----------   ---------------  ---------------
BT Equity 500 Index    .20%         .02%              .08%             .30%


*    Without expense waivers and  reimbursements for the year ended December 31,
     1998,  the "Total  Annual  Portfolio  Expenses" for the BT Equity 500 Index
     Fund would have been 1.19%.


Federated Insurance Series' Annual Expenses
(as a percentage of the average daily net assets of a Portfolio)

                                                                Total Annual
                                            Other Expense      Expenses (after
                             Management    after waiver and     waivers and
                                Fees        reimbursements)*  reimbursements)*
                                ----        ----------------  ----------------

Federated Prime Money Fund II    .50%            .30%              .80%
Federated Fund for U.S.
 Government Securities II        .60%            .25%              .85%

*    Without  expense  waivers and  reimbursements,  the total annual  operating
     expenses  for the year ending  December  31, 1998 would have been 0.81% for
     the Federated  Prime Money Fund II and .93% for the Federated Fund for U.S.
     Government Securities II.

Examples:

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on your assets:

(a)      if you surrender your Contract at the end of each time period;
(b)      if you do not surrender your Contract.


                                                   Time Periods
                                                   ------------

                                        1 Year   3 Years  5 Years  10 Years
                                        ------   -------  -------  --------

Harris Associates Value               a)$100.04   $154.47  $205.22  $374.10
                                      b)$ 30.04   $ 94.47  $165.22  $374.10
MFS Total Return                      a)$100.04   $154.47  $205.22  $374.10
                                      b)$ 30.04   $ 94.47  $165.22  $374.10
Berkeley U.S. Quality Bond            a)$ 96.96   $144.78  $188.23  $335.42
                                      b)$ 26.96   $ 84.78  $148.23  $335.42
Berkeley Money Market                 a)$ 95.94   $141.55  $182.56  $322.53
                                      b)$ 25.94   $ 81.55  $142.56  $322.53
Robertson Stephens Diversified Growth a)$101.06   $157.70  $210.88  $386.99
                                      b)$ 31.06   $ 97.70  $170.88  $386.99
Lexington Corporate Leaders           a)$100.04   $154.47  $205.22  $374.10
                                      b)$ 30.04   $ 94.47  $165.22  $374.10
Strong Growth                         a)$100.04   $154.47  $205.22  $374.10
                                      b)$ 30.04   $ 94.47  $165.22  $374.10
SAI Global Leaders                    a)$100.04   $154.47  $205.22  $374.10
                                      b)$ 30.04   $ 94.47  $165.22  $374.10
Morgan Stanley Dean Witter            a)$ 95.02   $138.64  $177.47  $310.92
 U.F. High Yield                      b)$ 25.02   $ 78.64  $137.47  $310.92
Morgan Stanley Dean Witter            a)$ 98.60   $149.95  $197.29  $356.05
 U.F. International Magnum            b)$ 26.80   $ 89.95  $157.29  $356.05
Morgan Stanley Dean Witter            a)$104.75   $169.34  $231.27  $433.40
 U.F. Emerging Markets Equity         b)$ 34.75   $109.34  $191.27  $433.40
BT Equity 500 Index                   a)$ 89.89   $122.48  $149.15  $246.46
                                      b)$ 19.89   $ 62.48  $109.15  $246.46
Federated Prime Money Fund II         a)$ 95.02   $138.64  $177.47  $310.92
                                      b)$ 25.02   $ 78.64  $137.47  $310.92
Federated Fund for U.S Government     a)$ 95.23   $140.26  $186.30  $317.37
 Securities II                        b)$ 25.53   $ 80.26  $140.20  $317.37

Notes To Fee Table And Examples

1.   The purpose of the fee table is to show you the various  expenses  you will
     incur  directly or  indirectly  with the Contract.  The Fee Table  reflects
     expenses of the Separate Account as well as the Investment Options.

2.   Once  each  Contract  year,  you  can  withdraw  up to 10% of  unliquidated
     Contributions  (which means not previously  withdrawn) on a  non-cumulative
     basis without the imposition of the contingent  deferred sales charge (free
     withdrawal).  You can make a free withdrawal once each Contract year unless
     you have selected the Systematic Withdrawal Option. If you are younger than
     59 1/2 when you make a withdrawal, it may be subject to a ten percent (10%)
     federal income tax penalty.

3.   London  Pacific will not charge you the transfer fee even if there are more
     than  12  transfers  in a year  if the  transfer  is made at the end of the
     free-look period and any transfers made pursuant to an approved Dollar Cost
     Averaging Program or Rebalancing Program.

4.   During the Accumulation Period, London Pacific will not charge the contract
     maintenance  charge if the value of your  Contract  is at least  $50,000 or
     more.  However,  if you make a complete  withdrawal,  London  Pacific  will
     charge the contract maintenance charge. During the Annuity Period, the full
     charge will be deducted  regardless  of the size of your  Contract.  In the
     state of North Dakota, the contract maintenance charge is $30.

5.   The examples below assume an estimated  $25,000 Contract value.  Therefore,
     the contract maintenance charge is calculated as $1.44 in the examples. The
     charge  would be higher for  smaller  Contract  values and lower for higher
     Contract values.

6.   Premium taxes are not reflected.  Premium taxes may apply  depending on the
     state where you live.

7.   The examples  should not be considered a  representation  of past or future
     expenses. Actual expenses may be greater or less than those shown.

There is an accumulation unit value history  (condensed  financial  information)
contained in Appendix A to this prospectus.


              THE LONDON PACIFIC DEFERRED VARIABLE ANNUITY CONTRACT

This prospectus describes the Individual Deferred Variable Annuity Contract with
a Fixed Account (Contract) issued by London Pacific.

An annuity is a contract  between you (the Owner) and us (an insurance  company)
where we promise to pay you (or someone  you  choose) an income,  in the form of
Annuity Payments.  Until you decide to begin receiving  Annuity  Payments,  your
annuity  is in  the  Accumulation  Period.  Once  you  begin  receiving  Annuity
Payments, your Contract switches to the Annuity Period.

The Contract  benefits from tax  deferral.  This means that you are not taxed on
the earnings or  appreciation on the money in your Contract until you take money
out.

You can  choose to  invest in the 12  Investment  Options.  Depending  on market
conditions and the performance of the Investment  Option(s) you select,  you can
make or lose  money in any of  these  portfolios.  If you  select  the  variable
annuity portion of the Contract,  the amount of money you are able to accumulate
in your Contract  during the  Accumulation  Period  depends upon the  investment
performance  of the  Investment  Option(s)  you  select.  The  amount of Annuity
Payments you receive during the Annuity Period from the variable annuity portion
of the Contract also  depends,  in part, on the  investment  performance  of the
Investment Option(s) you select for the Annuity Period.

The  Contract  also  offers you a Fixed  Account.  The Fixed  Account  offers an
interest  rate  that's  guaranteed  by London  Pacific.  If you select the Fixed
Account,  your  money  will be placed  with the other  general  assets of London
Pacific.

Ownership

Owner - Under the Contract  you are the Owner.  You name an  Annuitant.  You may
change  Owners of the  Contract 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 us prior to the time it was received.

If the  Contract  is  Non-Qualified  and is owned by a  non-natural  person (for
example,  a  corporation)  it is not  treated  as an  annuity  contract  for tax
purposes.  This means that income on the Contract is treated as ordinary  income
received by the Owner during the taxable year. You should seek tax advice before
you buy the Contract if it is going to be owned by a trust or other  non-natural
person.

The Contract may be owned by Joint Owners.  Any Joint Owner must be your spouse.
When  either  Owner  dies,  the  surviving  Joint  Owner  will  be  the  primary
Beneficiary.  We will treat any other  designated  Beneficiary  as a  contingent
Beneficiary unless you specify otherwise in a Written Request.

Unless you tell us otherwise,  if there are Joint Owners all  transactions  will
require  both  signatures  except  for  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 we base Annuity  Payments.
You  designate  the  Annuitant  when the Contract is issued.  You can change the
Annuitant at any time before 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 our underwriting rules which are in effect at the time.

Beneficiary - The Beneficiary is the person(s) or entity you name to receive any
death  benefit.  The  Beneficiary  is named at the time the  Contract  is issued
unless  changed at a later  date.  Unless an  irrevocable  Beneficiary  has been
named,   you   may   change   the   primary   Beneficiary(ies)   or   contingent
Beneficiary(ies). A change must be made by Written Request. The change will take
effect as of the date the Written Request is signed.  London Pacific will not be
liable for any payment made or action it takes before the change is recorded.

Assignment

You can  assign  (transfer  ownership)  the  Contract  at any time  during  your
lifetime.  You  must  send a  Written  Request  to our  Annuity  Service  Center
specifying  the terms of the  assignment.  London Pacific will not be liable for
any payment or other action we take in  accordance  with the  Contract  until we
receive notice of the  assignment.  Any assignment  made after the death benefit
has become  payable will only be valid with our consent.  AN ASSIGNMENT MAY BE A
TAXABLE EVENT.

If the Contract is issued pursuant to a Qualified plan, there may be limitations
on your ability to assign the Contract.

Modification of the Contract

The  Contract  may be  modified  in order to comply  with  applicable  state and
federal law. A Contract may be changed or altered only by the  President or Vice
President and the Secretary of London Pacific. Any change must be in writing.


ANNUITY PAYMENTS (THE ANNUITY PERIOD)

Annuity Date

You can receive  regular Annuity  Payments from your Contract.  You will receive
the payments  unless you choose  someone else to receive them.  The day on which
those  payments  begin is called the Annuity Date.  The Annuity Date must be the
first day of a calendar month and must be at least one month after we issue your
Contract.  The Annuity Date may not be later than when the Annuitant reaches age
85 or 10 years  after we issue your  Contract  if you are age 75 or older on the
day your Contract is issued. You can change the Annuity Date by Written Request.
Any change must be requested at least 7 days prior to the Annuity Date.

Annuity Payments

During the Annuity  Period,  you have the same  investment  choices you had just
before the start of the Annuity Period. During the Annuity Period,  payments can
come from the  Investment  Options you have selected  (meaning they are variable
Annuity  Payments) or from the Fixed  Account  (meaning  they are fixed  Annuity
Payments).  You must  select  if you want  variable  Annuity  Payments  or fixed
Annuity  Payments  or a  combination  of both no later  than 15 days  before the
Annuity Date. If you do not instruct us, your payments will be variable  Annuity
Payments.

Annuity  Payments are made  monthly.  If the Annuity  Payment would be or become
less than $200 ($100 if a combination  fixed and variable  annuity is selected),
we will reduce the frequency of the Annuity  Payments to an interval  which will
result in each  payment  being at least  $200 ($100 if a  combination  fixed and
variable annuity is selected).

If you  choose  to have any  portion  of your  Annuity  Payments  come  from the
Investment  Options,  the  dollar  amount of your  payments  will  depend on the
following:

     (1)  the value of your  Contract  in the  Investment  Option on the Annuity
          Date;

     (2)  the 4% assumed investment rate used in the Contract;

     (3)  the performance of the Investment Option(s) you select;

     (4)  the Annuity Option you select; and

     (5)  the age of the  Annuitant  and any joint  Annuitant  with  respect  to
          certain Annuity Options.

If the actual  performance  exceeds the 4% assumed investment rate, your Annuity
Payments will increase. Likewise, if the actual investment rate is less than 4%,
your Annuity Payments will decrease.

The SAI contains a description  of how Annuity  Payments and Annuity Unit values
are calculated.

Annuity Options

You can choose among income plans. We call them Annuity  Options.  We ask you to
choose an Annuity Option when you buy the Contract.  Prior to the Annuity Date
you may change the Annuity Option by Written Request. Any change must be
requested at least 7 days prior to the Annuity Date.

You can choose one of the following  Annuity Options or any other Annuity Option
acceptable to London Pacific.

OPTION A. LIFE ANNUITY. Under this option, we will make monthly Annuity Payments
during the life of the  Annuitant.  After the  Annuitant  dies,  we stop  making
Annuity Payments.

OPTION B. LIFE ANNUITY WITH PERIOD CERTAIN OF 120 MONTHS.  Under this option, we
will make monthly  Annuity  Payments  during the life of the  Annuitant.  If the
Beneficiary  does not  want  payments  to  continue  for the rest of the  period
certain, he or she may elect to have the present value of the guaranteed Annuity
Payments remaining commuted and paid in a lump sum.

OPTION C. JOINT & SURVIVOR  ANNUITY.  Under this  option,  we will make  monthly
Annuity  Payments so long as the  Annuitant  and the Joint  Annuitant are alive.
After  the  first  Annuitant  dies and  during  the  lifetime  of the  surviving
Annuitant,  we will  continue  making  Annuity  Payments  at 66 2/3%.  After the
surviving Annuitant dies, we will stop making Annuity Payments.

OPTION D. PAYMENT FOR A PERIOD CERTAIN.  Under this option, we will make monthly
Annuity  Payments  for a fixed  period of years.  The period must be at least 10
years  and  cannot  be more than 30  years.  If you do not want to  continue  to
receive payments for the rest of the selected period,  you may elect to have the
present value of the remaining payments commuted and paid in a lump sum or as an
Annuity Option purchased at the date of such election.

HOW TO PURCHASE THE CONTRACT

Contributions

Contributions are the money you give us to buy the Contract. The minimum we will
accept is $5,000 when the Contract is bought as a Non-Qualified Contract. If you
are buying the Contract as part of an IRA (individual  retirement annuity),  the
minimum  we will  accept is $1,000.  You can make  additional  Contributions  of
$1,000 ($100 if the  periodic  investment  plan option is elected).  The maximum
Contributions we will accept without our prior approval are $1,000,000 except if
you are 75 years old when you buy the  Contract  in which  case the  maximum  is
$500,000. We reserve the right to reject any Contribution or Contract.

Allocation of Contributions

When you  purchase the  Contract,  we will  allocate  your  Contribution  to the
Investment  Option(s)  you have  selected.  Unless you  instruct  us  otherwise,
subsequent  Contributions  will be  allocated  in the same manner as the initial
Contribution.  Your  allocations  must  be  in  whole  numbers  with  a  minimum
allocation of 10% of each  Contribution or transfer  (unless the Contribution is
being made pursuant to an approved Dollar Cost Averaging Program). Under certain
circumstances we will allocate your initial  Contribution to the Federated Prime
Money Fund II until the end of the free-look period.

Once we receive your  Contribution  and the necessary  information  and they are
deemed to be in good  order,  we will issue you a  Contract  and  allocate  your
Contribution within 2 business days. If the information is not in good order, we
will  contact you to get the  necessary  information.  If for some reason we are
unable to complete this process within 5 business days, we will either send back
your money or get your  permission  to keep it until we get all of the necessary
information.  If you add  more  money  to your  Contract  by  making  additional
Contributions, we will credit these amounts to your Contract within one business
day. Our business day closes when the New York Stock  Exchange  closes,  usually
4:00 p.m. Eastern time.

Free-Look

If you change your mind about owning the  Contract,  you can cancel it within 10
days after receiving it (or the period required in your state), and we will send
your money back. You will receive  whatever your Contract is worth on the day we
receive your request.  This may be more or less than your  Contribution.  If you
have  purchased the Contract as an individual  retirement  annuity or in certain
states,  we are required to return your  Contribution.  If that is the case,  we
will put your money in the  Federated  Prime  Money Fund II for 15 days after we
allocate your  Contribution  (or whatever  period is required in your state) and
refund the greater of your Contribution or the value of your Contract.

Accumulation Units

The value of your  Contract  allocated to the  Investment  Options will go up or
down depending upon the investment  performance of the Investment  Option(s) you
select.  In order to keep track of the value of your Contract,  we use a unit of
measure we call an accumulation  unit.  During the Annuity Period, we call it an
annuity unit. The difference  between  accumulation unit values and annuity unit
values is the assumed  investment  rate factor  raised to the power equal to the
number of years since the initial accumulation unit values were set.

Every  Business  Day we  determine  the value of an  accumulation  unit for each
Investment Option. We do this by:

1.   determining the total amount of money invested in the particular Investment
     Option;

2.   subtracting  from that amount the  mortality  and expense risk charge,  the
     administrative charge and the distribution charge; and

3.   dividing this amount by the number of outstanding accumulation units.

The value of an accumulation unit may go up or down from day to day.

When you make your Contribution to the Contract, London Pacific will credit your
Contract with accumulation  units. The number of accumulation  units credited is
determined by dividing the amount of the contribution allocated to an Investment
Option by the value of the accumulation unit for that Investment Option.

London Pacific calculates that value of an accumulation unit for each Investment
Option after the New York Stock Exchange (NYSE) closes each day and then credits
your  Contract.  There may be days when the NYSE is open for business and we are
closed. The day after Thanksgiving is the only such date. On such date, you will
not have access to your account and therefore no transactions  will be processed
for the Separate Account.

Example:

On Wednesday we receive an additional  Contribution from you of $4,000. You have
instructed us to allocate it to the Harris Associates Value Portfolio.  When the
New York Stock Exchange closes on that Wednesday, we determine that the value of
an accumulation  unit for the Harris  Associates  Value Portfolio is $12.50.  We
then divide  $4,000 by $12.50 and credit  your  Contract  with 320  accumulation
units for the Harris Associates Value Portfolio on that Wednesday night.

Transfers

You can make transfers among the Investment Options and the Fixed Account before
the Annuity Date.

The minimum  amount which you can  transfer is $500 from one or more  Investment
Options or the Fixed Account or your entire interest in the Investment Option or
Fixed Account, if less. The minimum which must remain in an Investment Option or
the Fixed  Account  after a transfer is $500 for each  Investment  Option or the
Fixed Account,  or $0 if the entire  interest in the Investment  Option or Fixed
Account is transferred.

During  the  Annuity  Period  you may  make a  transfer  from one or more of the
Investment Options to the Fixed Account once a Contract year. You may not make a
transfer from the Fixed  Account to the  Investment  Options  during the Annuity
Period.

If you make more than 12 transfers in a year, a transfer fee may be assessed.

Telephone transfers can be made pursuant to Written Request. London Pacific will
use reasonable procedures to confirm that instructions given us by telephone are
genuine.  If we fail to use such procedures,  we may be liable for losses due to
fraudulent  or  unauthorized  instructions.  London  Pacific  tape  records  all
telephone instructions.

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

The Contracts  are not designed for  professional  market timing  organizations.
Repeated patterns of frequent  transfers are disruptive to the operations of the
Investment  Options.  When  London  Pacific  becomes  aware  of such  disruptive
transactions, we may modify the transfer provisions of the Contract.

INVESTMENT OPTIONS

The following  Investment Options are available.  Additional  Investment Options
may be available in the future.

You should read the  prospectuses  for these funds carefully  before  investing.
Copies of these prospectuses are attached to this prospectus.

Shares of the funds may be offered in connection with certain  variable  annuity
contracts  and  variable  life  insurance  policies  of various  life  insurance
companies  which  may or may not be  affiliated  with  London  Pacific.  Certain
portfolios  may also be sold  directly  to  qualified  plans.  The  funds do not
believe that  offering  their shares in this manner will be  disadvantageous  to
you.

London Pacific may enter into certain  arrangements under which it is reimbursed
by the Investment  Options'  advisers,  distributors  and/or  affiliates for the
administrative services which it provides to the portfolios.


LPT Variable Insurance Series Trust

LPT  Variable  Insurance  Series  Trust  (Trust) is a mutual fund with  multiple
portfolios. LPIMC Insurance Marketing Services (Adviser), a subsidiary of London
Pacific and a registered investment adviser under the Investment Advisers Act of
1940,  serves as investment  adviser to the Trust.  The Adviser has entered into
sub-advisory  agreements with professional  money managers for investment of the
assets of each  portfolio of the Trust.  The  Sub-Adviser  for each portfolio is
listed  under  each  portfolio  below.  The  following  Investment  Options  are
available under the Contract:

     Harris Associates Value Portfolio

The Sub-Adviser for this Portfolio is Harris Associates L.P.

     MFS Total Return Portfolio

The Sub-Adviser for this Portfolio is Massachusetts Financial Services Company.

     Berkeley U.S.  Quality Bond  Portfolio  (not available for new purchases or
     additional Contributions)

The Sub-Adviser for this Portfolio is Berkeley Capital Management.

     Berkeley  Money  Market  Portfolio  (not  available  for new  purchases  or
     additional Contributions)

The Sub-Adviser is Berkeley Capital Management

     Robertson Stephens Diversified Growth Portfolio

The Sub-Adviser for this Portfolio is RS Investment Management Company, L.P.

     Lexington Corporate Leaders Portfolio(R) (long-term capital growth and
     income through investment in common stocks of large, well-established
     companies)

The Sub-Adviser for this Portfolio is Lexington Management Corporation.

     Strong Growth Portfolio

The Sub-Adviser for this Portfolio is Strong Capital Management, Inc.

     SAI Global Leaders Portfolio  (long-term  capital growth through investment
     in common stocks of large foreign and domestic companies)


The Sub-Adviser for this Portfolio is Select Advisors, Inc.

Morgan Stanley Dean Witter Universal Funds, Inc

Morgan Stanley Dean Witter Universal Funds,  Inc. is a mutual fund with eighteen
portfolios, three of which are available under the Contract. Prior to January 6,
1999,  the name of the fund was Morgan  Stanley  Universal  Funds,  Inc.  Miller
Anderson & Sherrerd,  LLP is the investment adviser to the High Yield Portfolio.
Morgan  Stanley Dean Witter Asset  Management  (formerly  Morgan  Stanley  Asset
Management  Inc.) is the  investment  adviser for the  International  Magnum and
Emerging  Markets  Equity  Portfolios.  The  following  Investment  Options  are
available under the Contract:

     High Yield Portfolio

     International Magnum Portfolio (long-term capital appreciation by investing
     primarily  in equity  securities  of  non-U.S.  issuers  domiciled  in EAFE
     countries)

     Emerging Markets Equity Portfolio

BT Insurance Funds Trust

BT Insurance  Funds Trust (Fund) is a series fund with six series,  one of which
is  available  under the  Contracts.  Bankers  Trust  Company is the  investment
manager of the Fund.  The  following  Investment  Option is available  under the
Contract:

     BT Equity 500 Index Fund

Federated Insurance Series

Federated  Insurance Series is a mutual fund with multiple  separate  investment
portfolios, two of which are available under the Contracts. Federated Investment
Management  Company is the investment  adviser of the Federated Prime Money Fund
II and the  Federated  Fund for U.S.  Government  Securities  II. The  following
Investment Options are available under the Contract:

     Federated Prime Money Fund II
     Federated Fund for U.S. Government Securities II

Dollar Cost Averaging Program

The Dollar Cost Averaging Program is a program, which if elected, permits you to
systematically  transfer amounts monthly,  quarterly,  semi-annually or annually
from the Federated  Prime Money Fund II, the Federated Fund for U.S.  Government
Securities II, the Morgan  Stanley Dean Witter U.F. High Yield  Portfolio or the
Fixed Account to one or more of the other Investment  Options.  Transfers to the
Fixed Account are not permitted.  To  participate  in the program,  the value of
your  Contract  must be at least  $20,000.  By  allocating  amounts on a regular
schedule as opposed to allocating the total amount at one  particular  time, you
may be less susceptible to the impact of market fluctuations.

You must  participate in Dollar Cost Averaging for at least 12 months.  There is
no current charge for Dollar Cost  Averaging.  However,  we reserve the right to
charge for it in the future. Transfers under this program will take place on the
date you request to participate in the program and anniversaries of that date.

Transfers made pursuant to the Dollar Cost Averaging  Program are not taken into
account in determining the transfer fee.

We reserve  the right at any time and  without  prior  notice to any  party,  to
terminate, suspend or modify the Dollar Cost Averaging Program.

Rebalancing Program

You may use an asset  allocation  model known as the Asset Equalizer to help you
establish your initial investment allocations. If you do, you may rebalance your
investments  monthly to maintain the  allocation in the Asset  Equalizer  model.
Rebalancing  provides  for periodic  automatic  transfers  among the  Investment
Options.  Any amounts in the Fixed  Account will not be  transferred  as part of
this program.

Transfers made pursuant to the Rebalancing Program are not taken into account in
determining the transfer fee.

Voting Rights

London  Pacific is the legal owner of the  Investment  Option  shares.  However,
London  Pacific  believes that when an  Investment  Option  solicits  proxies in
conjunction with a vote of  shareholders,  it is required to obtain from you and
other owners  instructions as to how to vote those shares. When we receive those
instructions,  we  will  vote  all of the  shares  we own  proportion  to  those
instructions.  This will also include any shares that London Pacific owns on its
own behalf.  Should London Pacific  determine  that it is no longer  required to
comply with the above, we will vote the shares in our own right.

Substitution

London Pacific may be required to substitute  one of the Investment  Options you
have  selected  with another  portfolio.  We would not do this without the prior
approval of the Securities and Exchange  Commission.  We will give you notice of
our intention to do this.

Exchange Program

London Pacific currently offers an exchange program (Exchange  Program) which is
available only to purchasers who exchange an existing contract issued by another
insurance  company  not  affiliated  with  London  Pacific  or  other  financial
investment (Exchange Investment) for a Contract offered by this prospectus.  The
Exchange  Program is not  available  to  purchasers  who own a variable  annuity
contract and want to exchange it for the Contract  described in this prospectus.
We reserve the right to modify,  suspend,  or terminate the Exchange  Program at
any time or from time to time  without  notice.  If the  Exchange  Program is in
effect,  it will apply to all  exchanges  which  qualify  for the  program for a
Contract  offered by this  prospectus.  The Exchange  Program is available  only
where  permitted  by law.  While  we  know  of no  adverse  federal  income  tax
consequences,  you should  consult with your own tax adviser  regarding  the tax
consequences of an exchange.

A currently owned annuity contract or life insurance policy may be exchanged for
a Contract  pursuant to Section  1035 of the Internal  Revenue  Code (Code),  or
where applicable, may qualify for a "rollover" pursuant to other sections of the
Code.

You should carefully evaluate whether the Exchange Program offers benefits which
are more favorable than if you continued to hold Exchange Investment. Factors to
consider include, but are not limited to:

     (a) the amount, if any, of surrender charges or other charges and penalties
incurred  in  surrendering  a  contract  or  financial  investment  which can be
obtained from the insurance  company or financial  institution  which issued the
contract or instrument;

     (b)  the  time  remaining  under  your  Exchange  Investment  during  which
surrender charges or other charges and penalties apply;

     (c) the on-going charges,  if any, under the Exchange Investment versus the
on-going charges under the Contracts described in this prospectus;

     (d) the contingent deferred sales charge;

     (e) the amount and timing of any benefits under the Exchange Program; and

     (f) the potentially  greater cost to you if the charges under a Contract or
the surrender charge or charges and penalties on the Exchange Investment exceeds
the benefits under the Exchange Program.

Under the currently  available  Exchange  Program,  London  Pacific adds certain
amounts to the value of your Contract as exchange  credits  (Exchange  Credits).
The Exchange  Credits are  credited by London  Pacific on behalf of Owners of an
Exchange  Investment  from our general  account.  Subject to a  specified  limit
(Exchange Credit Limit)  discussed  below,  Exchange Credits equal the surrender
charge paid, if any, to the other insurance company or the charges and penalties
paid,  if any,  to the other  financial  institution.  The  Exchange  Program is
subject to the following rules:

1.   London Pacific does not add Exchange  Credits unless we receive in writing,
     not  later  than  30  days  after  the  issue  of  the  Contract,  evidence
     satisfactory to us:

     a.   of the surrender  charge or other charges and penalties,  if any, paid
          by you to surrender the Exchange Investment and the amount of any such
          charge; and

     b.   you acknowledge that you are aware that the contingent  deferred sales
          charge  under  the  Contract  will  be  assessed  in  full  against  a
          subsequent withdrawal; to the extent applicable.

2.   London Pacific allocates the Exchange Credits to the Contract 30 days after
     a Contract is issued (40 days after a Contract is issued in  California  if
     the  purchaser is 60 years of age or  older).The  Exchange  Credits will be
     allocated  prorata among the  Investment  Options based on the ratio of the
     values in the  Investment  Option at the time we add the Exchange  Credits.
     Exchange  Credits are added to the Fixed Account based on the allocation to
     the Fixed Account on the date the Contract is issued.

3.   The value of the Exchange  Credits as of the date of the  allocation to the
     Investment  Options is equal to the lesser of the Exchange  Credit Limit or
     the surrender  charge paid or other charges and penalties paid to surrender
     the Exchange  Investment.  The Exchange Credit Limit currently is 5% of the
     amount  payable upon surrender of the Exchange  Investment.  We reserve the
     right at any  time  and  from  time to time to  increase  or  decrease  the
     Exchange Credit Limit.  However, the Exchange Credit Limit in effect at any
     time will apply to all purchases qualifying for the Exchange Program.

4.   The value of the Exchange  Credits we add to your Contract is not available
     as a free withdrawal.

5.   London  Pacific  does not  consider  additional  amounts  credited  to your
     Contract under the Exchange Program to be an increase in your investment in
     the Contract.

                                  PERFORMANCE

London  Pacific may advertise  performance  of the various  Investment  Options.
Performance  information  of an Investment  Option is based on past  performance
only and is no indication of future  performance.  London Pacific will calculate
performance by  determining  the  percentage  change in an Investment  Option by
dividing the increase  (decrease)  for the Option by the value of the Investment
Option at the beginning of the period.  The performance  number will reflect the
expenses of the Investment Option and the deduction of the mortality and expense
risk  charge,  the  administrative  charge,  the  distribution  charge  and  any
applicable contract  maintenance charge. This non-standard  performance will not
reflect the deduction of the contingent  deferred sales charge. The deduction of
any  applicable  contingent  deferred  sales charge would reduce the  percentage
increase  or make  greater  any  percentage  decrease.  London  Pacific may also
advertise  performance  information  which is computed on a different  basis. In
that case,  any  advertisement  will also  include  average  annual total return
figures which reflect the deduction of all fees and charges.

Future  performance  will  vary  and the  results  which  may be  shown  are not
necessarily representative of future results.

                                    EXPENSES

There are charges and other  expenses  associated  with the Contract that reduce
the return on your investment in the Contract. These charges and expenses are:

Mortality and Expense Risk Charge.  This charge is equal, on an annual basis, to
1.25% of the daily value of the Contract invested in an Investment Option, after
fund expenses have been deducted.  This charge is for all the insurance benefits
e.g., guarantee of annuity rates, the death benefit, for certain expenses of the
Contract, and for assuming the risk (expense risk) that the current charges will
be insufficient in the future to cover the cost of  administering  the Contract.
London  Pacific  may use any  profits it makes  from this  charge to pay for the
costs of distributing the Contract.

Administrative  Charge. This charge is equal, on an annual basis, to .15% of the
daily  value of the  Contract  invested  in an  Investment  Option,  after  fund
expenses have been deducted. This charge, together with the contract maintenance
charge (see below),  is for the expenses  associated with the  administration of
the  Contract.  Some  of  these  expenses  are:  preparation  of  the  Contract,
confirmations,  annual reports and statements,  maintenance of Contract records,
personnel  costs,  legal and  accounting  fees,  filing  fees,  and computer and
systems costs.

Distribution  Charge.  This charge is equal,  on an annual basis, to .10% of the
daily  value of the  Contract  invested  in an  Investment  Option,  after  fund
expenses have been  deducted.  This charge  compensates  London  Pacific for the
costs associated with the distribution of the Contract.

Contract  Maintenance Charge. On each anniversary of the date when your Contract
was issued,  London Pacific  deducts $36 ($30 in the state of North Dakota) from
your   Contract  as  a  contract   maintenance   charge.   This  charge  is  for
administrative expenses. This charge cannot be increased.

London  Pacific will not deduct this charge during the  Accumulation  Period if,
when the deduction is to be made, the value of your Contract is $50,000 or more.
If you make a complete withdrawal from your Contract,  the contract  maintenance
charge  will also be  deducted.  The  contract  maintenance  charge is  deducted
prorata  from the  Investment  Options  and the Fixed  Account  (except in South
Carolina, Texas and Washington,  the charge is only deducted from the Investment
Options)

After the Annuity Date, the charge will be collected monthly out of each Annuity
Payment regardless of the size of the Contract.

Contingent Deferred Sales Charge.  During the Accumulation  Period, you can make
withdrawals from your Contract. However, if all or a portion of the unliquidated
Contribution is withdrawn within the first 7 Contract years, London Pacific will
access a contingent  deferred  sales charge  (unliquidated  Contributions  means
Contributions that you have not previously surrendered or withdrawn). The Charge
is based on the Contract year in which you make a withdrawal and is applied only
to a  withdrawal  of  Contribution.  The  charge  is  as  follows:

                                              Charge  as a
                                              Percentage of
                                               Unliquidated
      Contract Year                            Contribution
      --------------                          ---------------
         1 year                                     7%
         2 years                                    7%
         3 years                                    6%
         4 years                                    5%
         5 years                                    4%
         6 years                                    3%
         7 years                                    2%
         8 years or more                            0%



Free Withdrawals.  Once a year on a non-cumulative basis, you can withdraw up to
10% of your  unliquidated  Contributions  without the contingent  deferred sales
charge (free withdrawal amount).  For purposes of the free withdrawal amount and
the contingent deferred sales charge,  amounts you withdraw as a free withdrawal
are not  considered  a  liquidation  of  Contributions.  If you  choose  to make
withdrawals under our Systematic  Withdrawal  Option, the once a year limitation
on withdrawals for the free withdrawal amount is waived if you have not made any
other free withdrawals during that Contract year.

In addition, in certain states, if you have been confined to a convalescent care
facility for any continuous  ninety day period or if you are first  diagnosed as
having a terminal illness and it is at least 90 days after the day your contract
was issued,  you can make a one time  withdrawal of a certain  amount and London
Pacific will not access the contingent  deferred sales charge. We will call this
the Convalescent Care Facility/Terminal Illness Benefit. This benefit may not be
available in all states.

INCOME TAXES AND TAX PENALTIES MAY APPLY TO ANY WITHDRAWAL YOU MAKE.

NOTE:  For tax purposes,  withdrawals  are considered to have come from the last
money into the Contract. Thus, for tax purposes, earnings are considered to come
out first.

See  Appendix B for  examples of how the  contingent  deferred  sales  charge is
calculated.

Reduction or Elimination of the Contingent Deferred Sales Charge. London Pacific
will reduce or eliminate the amount of the contingent deferred sales charge when
the Contract is sold under  circumstances  which reduce its sales expense.  Some
examples are: if there is a large group of  individuals  that will be purchasing
the Contract or a prospective  purchaser  already had a relationship with London
Pacific. London Pacific will not deduct a contingent deferred sales charge under
a Contract  issued to an officer,  director or employee of London Pacific or any
of its affiliates.

Transfer Fee. You can make 12 free transfers  every year. We measure a year from
the day we issue your  Contract.  If you make more than 12 transfers a year,  we
will  deduct a transfer  fee of $20 for each  transfer  thereafter  or 2% of the
amount  transferred  (whichever is less). The transfer fee will be deducted from
the  Investment  Option or the Fixed Account from which the transfer is made. If
your  entire  interest  in the  Investment  Option  or  Fixed  Account  is being
transferred,  the  transfer  fee  will be  deducted  from  the  amount  which is
transferred. If the transfer is made from more than one Investment Option or the
Fixed Account,  the transfer fee will be deducted  pro-rata from each Investment
Option or the Fixed Account from which a transfer is made.

Any transfers made pursuant to the Dollar Cost Averaging or Rebalancing Programs
will not count in  determining  the  transfer  fee. A transfer at the end of the
free-look period will also not count in determining the transfer fee.

Premium   Taxes.   Some   states   and  other   governmental   entities   (e.g.,
municipalities)  charge  premium  taxes or  similar  taxes.  London  Pacific  is
responsible  for the payment of these  taxes and will make a deduction  from the
value of the Contract for them. Some of these taxes are due when the Contract is
issued,  others are due when  Annuity  Payments  begin.  It is London  Pacific's
current practice to pay premium taxes when they are incurred and deduct for them
from your  Contract  when you make a partial or full  withdrawal,  when we pay a
death  benefit  or when you start  receiving  Annuity  Payments.  Premium  taxes
generally range from 0% to 4%, depending on the state.

Income Taxes.  London Pacific will deduct from the Contract for any income taxes
which it incurs because of the Contract.  At the present time, we are not making
any such deductions.

Investment  Option Expenses.  There are deductions from and expenses paid out of
the assets of the various  Investment  Options,  which are described in the fund
prospectuses.


TAXES

Note:  London  Pacific has  prepared  the  following  information  on taxes as a
general  discussion  of the  subject.  It is not  intended  as tax advice to any
individual.   You  should   consult   your  own  tax  adviser   about  your  own
circumstances.  London Pacific has included an additional  discussion  regarding
taxes in the Statement of Additional Information.

Annuity Contracts In General

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code(Code) for annuities.

Simply  stated these rules provide that you will not be taxed on the earnings on
the money held in your annuity  contract  until you take the money out.  This is
referred to as tax  deferral.  There are  different  rules as to how you will be
taxed  depending  on how you  take the  money  out and the  type of  contract  -
qualified or non-qualified (see following sections).

You, as the owner,  will not be taxed on increases in the value of your Contract
until a  distribution  occurs - either as a withdrawal  or as Annuity  Payments.
When you make a withdrawal you are taxed on the amount of the withdrawal that is
earnings. For Annuity Payments, different rules apply. A portion of each Annuity
Payment  is  treated as a partial  return of your  Contribution  and will not be
taxed. The remaining  portion of the Annuity Payment will be treated as ordinary
income.  How the Annuity  Payment is divided  between  taxable  and  non-taxable
portions depends upon the period over which the Annuity Payments are expected to
be  made.  Annuity  Payments  received  after  you  have  received  all of  your
Contributions are fully includible in income.

When  a  non-qualified   contract  is  owned  by  a  non-natural  person  (e.g.,
corporation or certain other entities other than a trust holding the Contract as
an agent for a natural person), the Contract will generally not be treated as an
annuity for tax purposes.

Qualified And Non-Qualified Contracts

If you  purchase  the  Contract  as an  individual  and not under an  individual
retirement annuity, your Contract is referred to as a Non-Qualified Contract.

If you purchase the Contract as an individual  retirement annuity, your Contract
is referred to as a Qualified Contract.

Withdrawals-Non-Qualified Contracts

If you make a withdrawal  from your Contract,  the Code treats such a withdrawal
as first coming from earnings and then from your  Contribution.  Such  withdrawn
earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty. They include any amounts:

(1)  paid on or after the taxpayer reaches age 59 1/2;

(2)  paid after you die;

(3)  paid if the taxpayer  becomes totally  disabled (as that term is defined in
     the Code);

(4)  paid in a series of  substantially  equal  payments  made annually (or more
     frequently) for life or a period not exceeding life expectancy;

(5)  paid under an immediate annuity: or

(6)  which come from purchases payments made prior to August 14, 1982.

Withdrawals - Qualified Contracts

The above  information  describing the taxation of Non-Qualified  Contracts does
not apply to  Qualified  Contracts.  There are  special  rules that  govern with
respect to Qualified  Contracts.  We have provided a more complete discussion in
the Statement of Additional Information.

Diversification

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity contract.  London Pacific believes that the Investment Options are being
managed so as to comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying investments,  and not London Pacific
would be considered  the owner of the shares of the Investment  Options.  If you
are  considered  the  owner of the  shares,  it will  result  in the loss of the
favorable tax  treatment  for the Contract.  It is unknown to what extent Owners
are  permitted  to  select  Investment  Options,  to make  transfers  among  the
Investment  Options  or the  number and type of  Investment  Options  Owners may
select from without being considered the owner of the shares. If any guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
Owner of the Contract, could be treated as the Owner of the Investment Options.

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

                                  WITHDRAWALS

At any time  during  the  Accumulation  Period,  you may make a partial or total
withdrawal  from your Contract by Written  Request (in the state of  Washington,
you can  also  make a  withdrawal  on the  Annuity  Date).  Unless  you  tell us
otherwise,  withdrawals will be made from the Investment Options. The withdrawal
will  be  made  pro-rata  from  the  Investment  Options  (unless  you  tell  us
otherwise).  A  partial  withdrawal  is taken  from the value for which the free
withdrawal  amount  applies  and then  from the  value  which  is  subject  to a
contingent deferred sales charge.

Each  partial  withdrawal  must be for at least  $500 (this  requirement  may be
waived to meet the minimum distribution  requirements for Qualified  Contracts).
London Pacific requires that after you make a partial withdrawal,  $2,000 or 15%
of the applicable  contingent deferred sales charge must remain in your Contract
(this  requirement may be waived to meet the minimum  distribution  requirements
for Qualified  Contracts).  We also require that after a partial withdrawal,  at
least $500 must remain in an Investment Option or the Fixed Account.

When you make a withdrawal,  you will receive the value of your  Contract,  less
any premium tax and less any contract  maintenance  charge.  London Pacific will
pay the  amount  of any  withdrawal  within 7 days of your  request  unless  the
suspension of payments or transfer provision is in effect (see below).

INCOME TAXES AND TAX PENALTIES MAY APPLY TO ANY WITHDRAWAL YOU MAKE.

Systematic Withdrawal Option

You  may  use  the  Systematic  Withdrawal  Option  to  pre-authorize  automatic
withdrawals. You may participate in this option if the value of your Contract is
at least  $20,000 on the day you request  this option.  Withdrawals  can be made
monthly, quarterly or semi-annually. The minimum amount you can withdraw is $100
each  payment.  The standard date of the month for  withdrawals  is the date you
request to enroll in this option. You can specify a different date. You can stop
withdrawals with 30 days' written notice to us.

Under  the  systematic  withdrawal  option,  you can  withdraw  up to 10% of the
unliquidated  Contributions as of the immediately preceding Contract anniversary
or, if during the first  Contract  year, as of the date your Contract is issued.
If you use the Systematic  Withdrawal Option, it replaces the free withdrawal in
the same Contract year. Any amount you withdraw in excess of the free withdrawal
amount may be subject to the contingent deferred sales charge.

We do not currently charge for systematic  withdrawals.  We reserve the right to
charge for this option in the future.

INCOME TAXES AND TAX PENALTIES MAY APPLY TO ANY WITHDRAWAL YOU MAKE.

Suspension of Payments or Transfers

London Pacific may be required to suspend or postpone payments for surrenders or
transfers for any period when:

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

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

3.   an  emergency  exists  as a  result  of which  disposal  of  shares  of the
     Investment  Options is not reasonably  practicable or London Pacific cannot
     reasonably value the shares of the Investment Options; or

4.   during any other  period when the  Securities  and Exchange  Commission  by
     order, so permits for the protection of Owners.

London  Pacific  reserves  the right to  postpone  payment for a  withdrawal  or
transfer from the Fixed Account for a period of up to 6 months.

                                 DEATH BENEFIT

Upon Your Death

If you or any Joint Owner die before the Annuity Date,  London  Pacific will pay
your  Beneficiary  a death  benefit.  Upon the  death of the  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. The amount of the death benefit depends on how old the
Owner or Joint Owner is.

Prior to the Owner or oldest Joint Owner reaching age 75, the death benefit will
be the greater of:

1.   the adjusted Contributions (which means your initial Contribution, plus any
     subsequent  contributions  less any subsequent  partial  withdrawals in the
     same  proportion  that the  Contract  value was  reduced on the date of the
     withdrawal); or

2.   the value of your  Contract  as of the day London  Pacific  receives at its
     Annuity  Service Center both proof of death and a payment method  election;
     or

3.   the  value  of your  Contract  on the most  recent  seventh  year  Contract
     anniversary  or the adjusted  Contributions  as of the most recent  seventh
     year Contract  anniversary,  whichever is greater. This amount is increased
     for  subsequent   Contributions  and  is  reduced  for  subsequent  partial
     withdrawals in the same  proportion  that the Contract value was reduced on
     the date of the withdrawal.

After the Owner or the oldest Joint Owner reaches age 75 but before reaching age
85, the death benefit will be  determined in accordance  with the above and will
be subject to any applicable  contingent deferred sales charge determined at the
time the death benefit is paid.

After the Owner or the oldest Joint Owner reaches age 85, the death benefit will
be the value of the Contract as of the day we receive both proof of death and an
election of the payment method,  less any applicable  contingent  deferred sales
charge determined at the time the death benefit is paid.

In certain  states,  the death  benefit will be the value of your Contract as of
the day London  Pacific  receives  proof of death and an election of the payment
method,  less any applicable  contingent deferred sales charge determined at the
time the death benefit is paid.

See Appendix B for examples of how the death benefit is calculated.

The entire death benefit must be paid within 5 years of the date of death unless
the  Beneficiary  elects  to have the death  benefit  payable  under an  Annuity
Option.  The death benefit payable under an Annuity Option must be paid over the
Beneficiary's  lifetime or for a period not extending  beyond the  Beneficiary's
life expectancy. Payment must begin within one year of the date of death. In the
event of the death of the Owner who is not an Annuitant,  if the  Beneficiary is
the spouse of the Owner, he or she may elect to continue the Contract in his/her
own name at the then current Contract value.  Payment to the Beneficiary,  other
than a single lump sum, can only be elected  during the 60 day period  beginning
with the date of receipt of proof of death.

If you or a Joint  Owner  (who is not the  Annuitant)  die  during  the  Annuity
Period,  any  remaining  Annuity  Payments  will continue at least as rapidly as
under the method of distribution in effect at the 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, you may designate a new Annuitant subject to our underwriting rules then
in effect.  If you do not designate a new Annuitant  within 30 days of the death
of the Annuitant,  you will become the Annuitant.  If the Owner is a non-natural
person, the death or change of the Annuitant will be treated as the death of the
Owner and a new Annuitant may not be designated.

                                OTHER INFORMATION

London Pacific

London Pacific Life & Annuity Company (London  Pacific) was organized in 1927 in
North  Carolina as a stock life insurance  company.  London Pacific was acquired
from Liberty Life in 1989.  London  Pacific is authorized to sell life insurance
and  annuities  in 40 states and the  District  of  Columbia.  London  Pacific's
ultimate  parent  is  London  Pacific  Group  Limited,   an  international  fund
management firm chartered in Jersey, Channel Islands.

London Pacific's financial statements appear in the SAI and should be considered
only as bearing upon London Pacific's  ability to meet its obligations under the
Contracts.

Year 2000

London  Pacific's  computer systems related to variable annuity products is Year
2000 compliant.  Like other variable annuity companies,  London Pacific would be
adversely affected if the computer systems used by the adviser, the sub-advisers
and other service  providers to the Investment  Options do not properly  process
and calculate data-related information and data as of and after January 1, 2000.
London  Pacific  believes the adviser,  sub-advisers  and service  providers are
taking steps that they believe are reasonably  designed to address the Year 2000
issue. At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact.

The Separate Account

London Pacific established a separate account known as LPLA Separate Account One
(Separate Account) to hold the assets that underlie the Contracts.  The Board of
Directors  of London  Pacific  adopted a resolution  to  establish  the Separate
Account  under North  Carolina  insurance  law on  November  21,  1994.  We have
registered the Separate  Account with the SEC as a unit  investment  trust under
the Investment Company Act of 1940.

The assets of the Separate  Account are held in London  Pacific's name on behalf
of the Separate  Account and legally belong to London  Pacific.  However,  those
assets that underlie the Contracts,  are not chargeable with liabilities arising
out of any other business London Pacific may conduct.  All the income, gains and
losses  (realized or unrealized)  resulting from these assets are credited to or
charged against the Contracts without regard to income, gains or losses from any
other contracts we may issue.

Distribution

London  Pacific  Financial and Insurance  Services,  1755  Creekside Oaks Drive,
Sacramento, California 96833 acts as the principal underwriter of the Contracts.
London Pacific Financial and Insurance Services is registered as a broker-dealer
with the SEC and is a member of the National  Association of Securities Dealers,
Inc. London Pacific  Financial and Insurance  Services is an affiliate of London
Pacific.  Commissions  will  paid to  broker-dealers  who  sell  the  Contracts.
Broker-dealers will be paid a commission,  up to an amount currently equal to 7%
of Contributions for promotional or distribution expenses.

          Table Of Contents Of The Statement Of Additional Information

Company............................................................3

Experts........................................................... 3

Legal Opinions.................................................... 3

Distribution...................................................... 3

Reduction or Elimination of Contingent Deferred Sales Charge.....  3

Yield Calculation for the Federated Prime Money Fund II
   Sub-Account...................................................  4

Calculation of Performance Information...........................  4

Federal Tax Status...............................................  7

Annuity Provisions...............................................  12

Financial Statements.............................................. 13


                                  APPENDIX A

                         CONDENSED FINANCIAL INFORMATION

The financial statements of London Pacific and the Separate Account may be found
in  the  Statement  of  Additional  Information.   The  table  below  gives  per
accumulation unit information about the financial history of each sub-account of
the Separate Account for the periods  indicated.  There are no accumulation unit
values for the  Federated  Prime Money Fund II and the  Federated  Fund for U.S.
Government  Securities  II because they were first offered under the Contract on
January  25,  1999.  There are no  accumulation  unit  values for the SAI Global
Leaders  Sub-Account  because it was offered  under the Contract on May 1, 1999.
This information should be read in conjunction with the financial statements and
related  notes of the Separate  Account  included in the Statement of Additional
Information.


                                                                  Period From
                                                                 Commencement
                                                 Year Ended      Of Operations
Sub-Account                                12-31-98     12-31-97  To 12-31-96
- -----------                                --------     --------  -----------

Harris Associates Value
Unit Value at beginning of period           $15.08       $12.12         $10.00
Unit value at end of period                 $15.50       $15.08         $12.12
No. of units outstanding at end of period  458,166      225,262         50,583

MFS Total Return
Unit value at beginning of period           $13.20       $11.03         $10.00
Unit value at end of period                 $14.56       $13.20         $11.03
No. of units outstanding at end of period  798,518      443,010         82,279

Berkeley U.S. Quality Bond
Unit value at beginning of period           $10.99       $10.15         $10.00
Unit value at end of period                 $11.68       $10.99         $10.15
No. of units outstanding at end of period  158,002       87,032         78,700

Berkeley Money Market
Unit value at beginning of period           $10.76       $10.36         $10.00
Unit value at end of period                 $11.08       $10.76         $10.36
No. of units outstanding at end of period  117,712        7,652         27,763

Strong Growth
Unit value at beginning of period           $15.72       $12.62         $10.00
Unit value at end of period                 $20.16       $15.72         $12.62
No. of units outstanding at end of period  324,168      169,389         44,555

Robertson Stephens Diversified Growth
Unit value at beginning of period           $12.21       $10.35         $10.00
Unit value at end of period                 $14.13       $12.21         $10.35
No. of units outstanding at end of period  431,784      236,983         52,516

Lexington Corporate Leaders
Unit value at beginning of period           $14.25       $11.51         $10.00
Unit value at end of period                 $15.72       $14.25         $11.51
No. of units outstanding at end of period  508,938      233,629         29,933


                                                                  Period From
                                                                 Commencement
                                                 Year Ended      Of Operations
Sub-Account                                12-31-98     12-31-97  To 12-31-96
- -----------                                --------     --------  -----------
Morgan Stanley Dean Witter U.F. High Yield
Unit value at beginning of period (5/4/98)  $10.00         N/A           N/A
Unit value at end of period                  $9.95         N/A           N/A
No. of units outstanding at end of period   39,568         N/A           N/A

Morgan Stanley Dean Witter U.F.
International Magnum
Unit value at beginning of period (5/4/98)  $10.60         N/A           N/A
Unit value at end of period                  $9.10         N/A           N/A
No. of units outstanding at end of period  233,470         N/A           N/A

Morgan Stanley Dean Witter U.F. Emerging
Markets Equity
Unit value at beginning of period (5/4/98)  $10.00         N/A           N/A
Unit value at end of period                  $6.99         N/A           N/A
No. of units outstanding at end of period    7,980         N/A           N/A

BT Equity 500 Index
Unit value at beginning of period (5/4/98)  $10.00         N/A           N/A
Unit value at end of period                 $10.94         N/A           N/A
No. of units outstanding at end of period  155,738         N/A           N/A


                                   APPENDIX B

The purpose of the examples  below is to help you  understand how the contingent
deferred  sales charge is  calculated  and to show you how the death  benefit is
calculated.  These are just examples and may not represent your particular facts
and  circumstances.  The death benefit  amounts in the examples below are purely
hypothetical.

I.   Withdrawals and Contingent Deferred Sales Charges

EXAMPLE A - TOTAL WITHDRAWAL IN CONTRACT YEAR TWO

Example A assumes the following:

     (1)  Your initial  Contribution was $10,000 and you selected one Investment
          Option.

     (2)  You make a total withdrawal during the second Contract year.

     (3)  The  value of your  Contract  at the time of the total  withdrawal  is
          $10,950.

     (4)  You did not make any other Contributions or previous withdrawals.


The following applies to this Example:

     (a)  Earnings in the  Contract are not subject to the  contingent  deferred
          sales charge (CDSC). Therefore, $950 ($10,950 - $10,000 = $950) is not
          subject to the CDSC.

     (b)  The balance of the total  withdrawal of $10,000 is subject to the CDSC
          applied during the second year, since the free withdrawal  amount does
          not apply to total withdrawals.

     (c)  The amount of the applicable CDSC is .07 x 10,000 = $700.

     (d)  The amount of the total withdrawal is $10,950 - $700 = $10,250.*

*    If you make a total withdrawal on other than a Contract anniversary and the
     Contract  value when you make the total  withdrawal  is less than  $50,000,
     then London Pacific will deduct the full contract maintenance charge of $36
     at the time of the total withdrawal.

EXAMPLE B - PARTIAL WITHDRAWAL IN THE AMOUNT OF $3,000 IN CONTRACT YEAR TWO

We have used the same assumptions in this Example as we used in Example A except
that in this Example we assume that you made a partial  withdrawal for $3,000 in
Contract year two.

     (a)  In a partial withdrawal,  10% of the unliquidated Contributions may be
          withdrawn as a free  withdrawal  without the  imposition  of the CDSC.
          (10,000  x  .10=  $1,000).  Therefore  $1,000  of the  $3,000  partial
          withdrawal is not subject to the CDSC.

     (b)  For  purposes  of  determining  the  amount of the CDSC,  unliquidated
          Contributions  are  deemed  to be  withdrawn  before  earnings  in the
          Contract.

     (c)  The amount of the CDSC is $140 ($2,000 x .07 = $140).

     (d)  In this  Example,  from the  partial  withdrawal  of  $3,000  you will
          receive $2,860.

EXAMPLE C - PARTIAL WITHDRAWAL IMMEDIATELY FOLLOWED BY A TOTAL WITHDRAWAL

Example C assumes the following:

     (1)  Your initial  Contribution was $10,000 and you selected one Investment
          Option.

     (2)  You make withdrawals during the second Contract year.

     (3)  The value of your Contract at the time of the withdrawals is $10,950.

     (4)  You make a partial withdrawal of $1,000.

The following applies to the Example:

     (a)  As noted in Example B, the partial withdrawal of $1,000 is not subject
          to the CDSC because of the 10% free withdrawal  amount of $1,000.  The
          remaining Contract value is $9,950.

     (b)  For purposes of the total  withdrawal you make  immediately  following
          the partial withdrawal,  your original Contribution of $10,000 is used
          for calculating the CDSC because free withdrawal amounts do not reduce
          the Contributions for purposes of calculating the CDSC.

     (c)  The amount of the CDSC is $700 (.07 x $10,000).

     (d)  The amount of the total withdrawal is 9,250 ($9,950 - $700).

Note:  Withdrawals of income may be subject to a ten percent  federal income tax
penalty if you are younger than 59 1/2 at the time you make the withdrawal.

II.  Death Benefit Calculations

EXAMPLE A - OWNER AGE 65 AT DEATH; DIES DURING CONTRACT YEAR TWO

Example A assumes the following:

     (1)  You make a Contribution of $10,000.
     (2)  You die at age 65 during the second Contract year.
     (3)  The value of your Contract at the time of your death was $12,000.
     (4)  You have not made any withdrawals.

The following applies to this Example:

     (a)  Adjusted  Contributions  equal $10,000,  because you have not make any
          withdrawals.

     (b)  No seventh year  stepped-up  death benefit is available  because death
          occurred prior to the seventh year Contract anniversary.

     (c)  The Contract  value is $12,000 and  therefore  greater  than  Adjusted
          Contributions

     (d)  The death benefit is $12,000.

EXAMPLE B - OWNER AGE 65 AT DEATH; DIES DURING CONTRACT YEAR TWO

This Example is based on the same  assumptions  as Example A except that in this
Example the Contract value at death is $9,500.

The following applies to this Example:

     (a)  The Adjusted Contributions are greater than the Contract Value.

     (b)  The death benefit is $10,000.

EXAMPLE C - OWNER AGE 65 AT DEATH; DIES DURING CONTRACT YEAR TEN

Example C assumes the following:

     (1)  You made a single Contribution of $10,000.

     (2)  You die at age 65 during the tenth Contract year.

     (3)  The value of your  Contract on the seventh  Contract  anniversary  was
          $18,000.

     (4)  The value of your Contract at death was $17,000.

     (5)  You made a withdrawal  of $1,500 in the sixth  Contract  year at which
          time the  value  of your  Contract  was  $15,000  before  you made the
          withdrawal.

The following applies to this Example:

     (a)  Adjusted  Contributions are equal to $9,000. (At the time you made the
          withdrawal   the  value  of  your   Contract   was   reduced   by  10%
          ($1,500/$15,000 = .10). Therefore,  Adjusted Contributions are reduced
          by 10% ($10,000 -($10,000 x .10)= $9,000).

     (b)  The  value  of  your  Contract  on the  seventh  Contract  anniversary
          ($18,000)  was greater  than that at the time of your death  ($17,000)
          and greater than Adjusted Contributions ($9,000).

     (c)  The death benefit is $18,000.

EXAMPLE D - OWNER AGE 77 AT DEATH; DIES DURING CONTRACT YEAR TWO

This Example is based on the same  assumptions  as Example A except that in this
Example you die at age 77.

The following applies to this Example:

     (a)  The death  benefit is $12,000 less any CDSC which  applies at the time
          the death benefit or any portion is withdrawn.

     (b)  Any applicable  CDSC will be calculated as set forth under Examples of
          Withdrawals and Contingent Deferred Sales Charges above.

EXAMPLE E - OWNER AGE 87 AT DEATH; DIES DURING CONTRACT YEAR TWO

This  Example  is based on the same  assumptions  as  Example  A except  in this
Example you are 87 at the time you die.

The following applies to this Example:

     (a)  Since you were beyond age 85, the death benefit will be limited to the
          value of your Contract, less any CDSC applicable at the time the death
          benefit or any portion is withdrawn.

     (b)  Any applicable  CDSC will be calculated as set forth under Examples of
          Withdrawals and Contingent Deferred Sales Charges above.


                                   [BACK COVER]

                                   Distributed by:

                    London Pacific Financial & Insurance Services
                            1755 Creekside Oaks Drive
                           Sacramento, California 95833

                                    Issued by:

                       London Pacific Life & Annuity Company

                                    Home Office:
                              3109 Poplarwood Court
                            Raleigh, North Carolina 27604
                                  (919) 790-2243

                               Annuity Service Center:
                                  P.O. Box 29564
                            Raleigh, North Carolina 27626
                                  (800) 852-3152




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