SECURITY EQUITY LIFE INSURANCE CO SEPARATE ACCOUNT 13
497, 1996-08-12
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<PAGE> 1
Prospectus

Flexible Premium Variable Life Insurance Contract
Issued by Security Equity Life Insurance Company



Security Equity's Separate Account 13

   
Prospectus dated August 12, 1996
    






                 Security Equity Life Insurance Company
                        84 Business Park Drive
                              Suite 303
                          Armonk, NY  10504


   
    


<PAGE> 2

         Flexible Premium Variable Life Insurance Contract

                          Issued by

            Security Equity Life Insurance Company
                   84 Business Park Drive
                         Suite 303
                     Armonk, NY  10504
                     Tel:(914) 273-1290

This Prospectus describes the Individual Flexible Premium Variable Life
Insurance Contract (the "Contract") offered by Security Equity Life
Insurance Company ("SELIC" or the "Company"). The Contract is designed to
provide lifetime insurance protection to age 100 and at the same time
provide maximum flexibility to vary premium payments and change the level of
death benefits payable under the Contract. This flexibility allows a
Contract Holder to provide for changing insurance needs under a single
insurance Contract. A Contract Holder also has the opportunity to allocate
Net Premiums among several investment portfolios with different investment
objectives.

The Contract provides for: (1) a Net Cash Value that can be obtained by
surrendering the Contract; (2) Contract loans; and (3) a Death Benefit
payable at the Insured's death.  Contract Holders may also attach a rider
that amends the Contract to instead provide insurance coverage on the lives
of two Insureds, with proceeds payable upon the death of the last surviving
Insured. As long as a Contract remains in force, the Death Benefit will not
be less than the current Face Amount of the Contract. A Contract will remain
in force so long as its Net Cash Value is sufficient to pay certain monthly
charges imposed in connection with the Contract.

During the "Free Look" period, Net Premiums are allocated to the Money
Market Division as specified in Appendix A.  After the end of the "Free
Look" period, Net Premiums may be allocated to one or more of the Available
Divisions of the Separate Account or to the Fixed Fund.  If Net Premiums are
allocated to the Separate Account, the duration of the Contract and the
amount of the Insurance Account Value will vary to reflect the investment
performance of the Available Divisions selected by the Contract Holder, and
depending on the Death Benefit option elected, the amount of the Death
Benefit above the minimum may also vary with that investment performance.
The Contract Holder bears the entire investment risk for all amounts
allocated to the Separate Account; there is no minimum guaranteed Insurance
Account Value.

Each Available Division of the Separate Account 13 will invest in one of the
Underlying Portfolios shown in Appendix A.  The accompanying Prospectuses
for these portfolios describe the investment objectives and policies, and
the risks of the portfolios.

This Prospectus generally describes only the portion of the Contracts involving
the Available

<PAGE> 3

Divisions of the Separate Account.  For a brief summary of the Fixed Fund,
see "The Fixed Fund".

It may not be advantageous to purchase a Contract as a replacement for
another type of life insurance or as a means to obtain additional insurance
protection if the purchaser already owns another Flexible Premium Variable
Life Insurance Contract.  Within certain limits, a Contract Holder may
return the Contract, or convert it to a Contract that provides benefits that
do not vary with the investment results of Available Divisions by exercising
the Conversion Right.

This Prospectus must be accompanied or preceded by the current prospectuses
for the Underlying Portfolios listed in Appendix A.

THE CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK OR DEPOSITORY INSTITUTION, AND THE CONTRACT IS NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND INVOLVES INVESTMENT RISK, INCLUDING POSSIBLE
LOSS OF PRINCIPAL AMOUNT INVESTED.

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

The Contracts are not available in all states.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON.

Please read this Prospectus carefully and retain it for future reference.
   
The date of this Prospectus is August 12, 1996
    

                                    -2-
<PAGE> 4

<TABLE>

      TABLE OF CONTENTS
<CAPTION>
                                                                          Page
<S>                                                                       <C>
Definitions                                                                 6

Summary of Contract                                                        10
      Explanation of a Case                                                10
      Purpose of the Contract                                              11
      The Contract Holder and Beneficiary                                  11
      Availability of the Contract                                         12
      Joint Insureds                                                       12
      Contract Values                                                      12
      The Separate Account                                                 12
      Death Benefit                                                        13
      Premiums                                                             13
      Charges and Deductions                                               14
      Contract Loans                                                       15
      Surrender and Partial Withdrawals                                    16
      Termination                                                          16
      Illustrations                                                        16
      Replacement of Existing Coverage                                     16
      Tax Considerations                                                   16
      Free Look and Conversion Rights                                      17

Information About SELIC                                                    17

The Separate Account                                                       18

The Contract                                                               19
      Availability of Insurance Coverage                                   20
      Evidence of Insurability                                             21
      Premiums                                                             21
      Contract Values                                                      23
      Transfers                                                            26
      Contract Loan Privilege                                              27
      Surrender and Partial Withdrawals                                    30
      Death Benefits Under the Contract                                    31

Charges and Deductions                                                     36
      Premium Load                                                         36
      Daily Charges                                                        38
      Monthly Charges                                                      39

                                    -3-
<PAGE> 5

      Underwriting Charges                                                 41
      Annual Charges                                                       42
      Other Charges                                                        42

Termination                                                                43
      Maturity Date                                                        43
      Termination for Insufficient Net Cash Value                          43
      Reinstatement of a Contract Terminated for Insufficient Value        44

The Fixed Fund                                                             44
      General Description                                                  44
      Allocation of Amounts to the Fixed Fund                              45
      Fixed Fund Benefits                                                  45
      Fixed Fund Insurance Account Value                                   45
      Fixed Fund Transfers, Surrenders, Partial Withdrawals and
       Contract Loans                                                      47

Federal Income Tax Considerations                                          47

Additional Provisions of the Contract                                      53
      Addition, Deletion, or Substitution of Investments                   53
      Incontestability                                                     54
      Conversion Rights                                                    55
      Misstatement of Age or Sex                                           55
      Suicide                                                              55
      Availability of Funds                                                55
      Entire Contract                                                      56
      Representations in Application                                       56
      Contract Application and Contract Schedules                          56
      Right to Amend Contract                                              57
      Computation of Contract Values                                       57
      Claims of Creditors                                                  57
      Notice                                                               57
      Assignments                                                          57
      Construction                                                         58
      Severability                                                         58
      State Variations                                                     58

Unisex Requirements Under Montana Law                                      58

Records and Reports                                                        58

Sale of the Contract                                                       58

                                    -4-
<PAGE> 6

Voting Rights                                                              59

State Regulation of the Company                                            60

Management of the Company                                                61-63

Legal Matters                                                              64

Legal Proceedings                                                          64

Experts                                                                    64

Additional Information                                                     64

Financial Statements                                                     64-89

Appendix A - Underlying Portfolios                                       A1-A8

Appendix B - Contract Riders                                             B1-B7

Appendix C - Illustrations of Death Benefits and
 Insurance Account Value                                                 C1-C11
</TABLE>


                                    -5-
<PAGE> 7

                               DEFINITIONS

See Appendix B for modifications to Definitions in the event that riders are
added to the Contract.

Attained Age:  The Insured's Issue Age under the Contract plus the number of
completed Contract Years.

Application:  The application form that must be completed by any purchaser
of the Contract, before the Contract can be issued.

Available Division:  A Division of the Separate Account to which Net
Premiums may be allocated or Separate Account Value or Fixed Fund Insurance
Account Value may be transferred under the Contracts.  Each Available
Division invests exclusively in the shares of a corresponding Underlying
Portfolio listed in Appendix A.

Beneficiary:  The person(s), entity or entities named on SELIC's records to
receive the insurance proceeds payable under the Contract after the Insured
dies.

Borrowed Fund:  An account established in SELIC's General Account for any
amounts transferred from the Available Divisions and the Fixed Fund and held
as collateral for Contract Loans.  (See "Contract Loan Privilege")

Case:  A grouping of one or more Contracts connected by a non-arbitrary
factor, presented to SELIC as a group. (An example of such a factor is a
common employer for the Insureds under each Contract in the grouping.)  (See
"Explanation of a Case")

Contract:  The Flexible Premium Variable Life Insurance Contract offered by
SELIC that is described in this Prospectus.

Contract Anniversary:  An anniversary of the Contract Date.  It marks the
start of a new Contract Year.

Contract Date:  The date used to begin calculating Monthly Charges and
Annual Charges under the Contract.  It will be shown in the Contract.

Contract Holder:  The owner of the Contract, as shown in the records of
SELIC.  All of the rights and benefits of the Contract belong to the
Contract Holder, unless otherwise stated in the Contract.

Contract Loan:  An amount borrowed by the Contract Holder from the Insurance
Account Value of the Contract.

                                    -6-
<PAGE> 8
Contract Month:  Each one month period commencing on the Contract Date and
on each Monthiversary thereafter.

Contract Year:  Each successive twelve month period starting on the Contract
Date and on each Contract Anniversary thereafter.

Death Benefit:  The benefit payable to the Beneficiary when the Insured
dies.

Death Benefit Option Accumulation Rate:  The rate at which Premiums are
accumulated for purposes of calculating Death Benefit Option 3.

Division:  A sub-account of the Separate Account.  Only Available Divisions
(described in this Prospectus) are available for investment under the
Contracts.

Employer:  A corporation, partnership, sole proprietorship, association,
trust, and other similar or related entity.  Affiliated Employers are
considered one Employer.

Excess Premium:  Any amount of Premium paid in a Contract Year over and
above the Target Premium.

Face Amount:  The amount of insurance under the contract, excluding any
Supplemental Term Insurance Amount.  The Initial Face Amount on the Issue
Date is shown in the Contract.  Thereafter, it may change in accordance with
the terms of the Contract.

Fixed Fund:  The portion of the Insurance Account Value allocated to the
Company's General Account (excluding the Borrowed Fund).

Governing Jurisdiction:  The state or jurisdiction in which the Contract is
delivered and whose laws govern its terms.  The Governing Jurisdiction is
set forth in the Contract.

Home Office:  The principal administrative office of SELIC, which is located
at 84 Business Park Drive, Suite 303, Armonk, NY 10504.

Initial Net Premium:  The Initial Premium paid under the Contract less the
applicable Premium Load.

Initial Premium:  The first Premium paid under the Contract.

Insurance Account Value:  The total amount that a Contract provides for
investment at any time.  It is equal to the total of the amounts credited to
the Contract Holder in the Separate Account, the Fixed Fund, and the
Borrowed Fund.

                                    -7-
<PAGE> 9
Insured:  The person whose life is insured under the terms of the Contract.
The Insured is shown in the Contract.

Issue Age:  The Insured's age at his/her nearest birthday as of the Contract
Date.

Issue Date:  The day the Initial Premium is received and accepted by SELIC.
This is also the date that insurance coverage becomes effective.  All
Contract values based on the Separate Account are determined beginning on
the Issue Date.  The Issue Date is shown in the Contract.

Maturity Date:  The date on which the Contract will mature.  The Maturity
Date is shown in the Contract.

Maximum Loan Amount:  The maximum amount of Insurance Account Value that can
be borrowed by the Contract Holder under the Contract.

Minimum Insurance Coverage:  The minimum amount of Total Insurance Coverage,
which includes any Supplemental Term Insurance Amount, under the Contract.
It is currently $25,000.

Minimum Premium:  The Minimum Premium is equal to the Minimum Net Premium
plus any applicable Premium Load.

Minimum Net Premium:  The Minimum Net Premium at any time is equal to twelve
(12) times the Monthly Charges for the first month in the then current
Contract Year.

Monthiversary:  The first day of each Contract Month.  It is the day as of
which Monthly Charges are deducted from the Insurance Account Value. The
Monthiversary and the Contract Date coincide, except in months in which the
Monthiversary falls on a day which is not a Valuation Day.  In such months,
the Valuation Day is deemed to fall on the next Valuation Day.  If any
Monthiversary would fall on the 29th, 30th, or 31st of a month that does not
have that number of days, then the Monthiversary is deemed to be the last
day of that month.

Monthly Charges:  The Contract charges that are deducted monthly from
Insurance Account Value.  Monthly Charges include the Administration Charge,
the Cost of Insurance Charge, any Monthly Charges for benefits provided by
Contract rider, and any charges for special insurance class rating. (See
"Charges and Deductions").


                                    -8-
<PAGE> 10
Net Amount At Risk:  The Net Amount at Risk for the Insured is calculated on
any Monthiversary by subtracting the Insurance Account Value from the Death
Benefit, discounted one month at a 4% assumed annual effective interest
rate.

Net Cash Value:  The Contract's Insurance Account Value minus any Contract
Loan balance and interest accrued thereon and unpaid.

Net Premium:  The amount of a Premium less applicable Premium Load.

Planned Renewal Premium:   An amount of Premium, specified in the
Application, which the Contract Holder anticipates will be paid in each
Contract Year after the first.

Premium:  Premiums are the payments made to SELIC under the Contract by the
Contract Holder to purchase insurance on the life of the Insured and to
contribute to the Insurance Account Value of the Contract.  Each Premium
amount may consist of Target Premium, Excess Premium, or both.

Premium Load:  An amount deducted from each Premium prior to allocation of
the Premium to the Separate Account and/or the Fixed Fund.  Premium Load
includes the Distribution Charge (comprised of a Premium Expense Load and a
Commission Charge), a Premium Tax Charge and a DAC Tax Charge.

SELIC:  Security Equity Life Insurance Company, the issuer of the Contract.

Separate Account:  A separate investment account established by the Board of
Directors of SELIC to support the benefits payable under the Contract.  Each
Available Division of the Separate Account invests in a single corresponding
Underlying Portfolio.

Separate Account Value:  The portion of the Contract's Insurance Account
Value invested in the Separate Account.  It will be equal to the Contract's
Insurance Account Value, less the total of amounts in the Borrowed Fund and
amounts in the Fixed Fund.

Supplemental Term Insurance Amount:  The amount of insurance provided by the
Supplemental Term Insurance Rider, if any.  This amount is shown in the
Contract.  The Supplemental Term Insurance Rider is described in Appendix B.

Target Premium:  An amount of Premium used to determine Premium Loads under
the Contract.  The annual Target Premium is based upon the Face Amount and
is  shown in the Contract.  For Contracts with a Face Amount equal to the
Minimum Face Amount, the Target Premium will be zero (0).

                                    -9-
<PAGE> 11
Total Insurance Coverage:  Total amount of insurance, including coverage
provided by any Supplemental Term Insurance Rider under the Contract.

Underlying Portfolio:  An investment portfolio, managed by one or more
investment managers, the shares or units of which comprise the investment of
an Available Division of the Separate Account.

Valuation Day:  A day that is a regular business day of SELIC and that the
New York Stock Exchange (or its successor) is open for trading.  Each
Valuation Day ends at the Valuation Time.

Valuation Time:  The close of trading on the New York Stock Exchange (or any
successor exchange), which is generally 4 p.m. Eastern Time.

Valuation Period:  The period of time between Valuation Days. A Valuation
Period begins immediately after the Valuation Time on the previous Valuation
Day and ends as of the Valuation Time on the next succeeding Valuation Day.

                     SUMMARY OF THE CONTRACT

This summary provides a brief overview of the more significant aspects of
the Contract and should be read in conjunction with the detailed information
appearing elsewhere in this Prospectus.  Further detail is provided in the
Contract, the Application, and the prospectuses for the Underlying
Portfolios.  See Appendix B for modifications to this section in the event
that riders are added to the Contract.

Explanation of a Case

Every Contract issued by SELIC will be part of a Case.  A Case is a grouping
of one or more Contracts linked together by a non-arbitrary factor such as a
common Employer of each Insured under the Contracts.   SELIC in its sole
discretion will determine what constitutes a Case.  A Case may have one
Contract Holder (i.e., a single entity owns all the Contracts in the Case)
or as many Contract Holders as there are Contracts in the Case. The Premium
Load, Minimum Initial Premiums, and underwriting standards for an individual
Contract are determined based on the characteristics of the Case to which
the Contract belongs (see "Charges and Deductions").

A Contract is the agreement between SELIC and the Contract Holder to provide
benefits on the life of an Insured.  Every Contract will belong to a Case.
Each Contract will be treated as an individual Contract, yet will also be
linked to the Case it belongs for purposes of determining certain Contract
features and charges.

                                    -10-
<PAGE> 12
Purpose of the Contract

The Contract offers a means to obtain insurance protection relating to the
life of a person in whom the Contract Holder has an insurable interest.  A
Death Benefit is payable to the applicable Beneficiary upon the death of the
Insured so long as the Contract remains in force.  The accumulated values
and benefits under the Contract may be used by Contract Holders for any
valid purpose.  Unlike traditional life insurance, which provides a
guaranteed Insurance Account Value, a Contract's Insurance Account Value
will vary to reflect investment results of the Available Divisions and
interest credited to the Fixed Fund.

Life insurance is not a short-term investment.  Prospective Contract Holders
should evaluate the need for insurance and the Contract's long-term
investment potential and risks before purchasing a Contract.

The Contract is a long-term investment designed to provide a Death Benefit,
and should only be purchased for purposes consistent with these features.
The Death Benefit and Net Cash Value under Contracts in a Case may be used
to provide proceeds for various planning purposes.  However, the Contracts
are not liquid investments: partial withdrawals may be currently taxable;
and Contract Loans and partial withdrawals may significantly affect current
and future Death Benefit proceeds and Net Cash Value, and cause Contracts to
lapse.  In addition, if the performance of the Available Divisions to which
Insurance Account Value is allocated is not sufficient to provide proceeds
for the specific planning purpose contemplated, or if insufficient premiums
are paid or Contract values maintained, then Contracts may not achieve the
purpose for which they were purchased, or may lapse.  Because the Contracts
are designed to provide benefits on a long-term basis, before purchasing
Contracts for a specialized purpose, a purchaser should consider whether the
long-term nature of the Contract, and the potential impact of any
contemplated Contract Loans and partial withdrawals, are consistent with the
purpose for which the Contracts are being considered.  Using the Contracts
for a specialized purpose may have tax consequences.  (See generally
"Federal Income Tax Considerations," and in particular, "Other Tax
Consequences."

The Contract Holder and Beneficiary

The Contract Holder is the individual or entity set forth in the
Application, unless subsequently changed on the records of SELIC.  The
Contract Holder retains all rights and responsibilities of ownership
pertaining to its interest in the Contract, including but not limited to,
investment allocation, payment of Premiums, borrowing, taking partial
withdrawals, and surrendering the Contract.

                                    -11-
<PAGE> 13
The Beneficiary is also named in the Application.  The Contract Holder has
the right to change a revocable Beneficiary with prior written notice to
SELIC.  The Beneficiary will receive all insurance benefits payable upon the
death of the Insured.  Unless the Insured is named as Contract Holder, or
                       --------------------------------------------------
the Contract Holder assigns the right to designate the Beneficiary to the
- -------------------------------------------------------------------------
Insured, or unless otherwise agreed, the Insured has no direct or indirect
- --------------------------------------------------------------------------
interest in the Contract.
- -------------------------

Availability of the Contract

The Contract is offered only to individuals, corporations, partnerships,
sole  proprietorships, associations, trusts, and other similar or related
entities, which satisfy certain suitability standards.  The Contract may be
purchased to acquire insurance on the life of a person in whom the Contract
Holder has an appropriate insurable interest.  Failure to establish an
insurable interest may result in adverse financial and tax consequences to
the Contract Holder.

Joint Insureds

A rider may be added to the Contract to provide coverage on the lives of two
Insureds, with the Death Benefit payable on the death of the last surviving
Insured.  Most of the discussions in this Prospectus referencing a single
Insured may also be read as though the single Insured were the two Insureds
under a joint Contract.  Certain discussions in the Prospectus are modified
if a Joint and Last Survivor Rider is added to the Contract.  (See Appendix
B -- "Joint and Last Survivor Rider").

Contract Values

Net Premiums are allocated to one or more Available Divisions and/or the
Fixed Fund.  To the extent Net Premiums are allocated to the Available
Divisions, the Insurance Account Value will, and the Death Benefit may, vary
with the investment performance of the chosen Available Divisions.  To the
extent Net Premiums are allocated to the Fixed Fund, the Insurance Account
Value will accrue interest at a guaranteed minimum rate (see "The Fixed
Fund").  To the extent that Net Premiums are allocated to the Available
Divisions of the Separate Account, the Contract Holder bears the entire
investment risk associated with the investments of the selected Available
Divisions, and there is no guaranteed minimum Insurance Account Value.

The Separate Account

Several Divisions of the Separate Account are available for allocation of
Net Premiums paid under the Contract, subject to certain limitations set
forth in the Contract.  (See "The Contract -- Premiums")  A description of
each Available Division --a Division of the

                                    -12-
<PAGE> 14
Separate Account currently available under the Contract for allocation of Net
Premiums and transfers -- is set forth in this Prospectus.

Each Available Division of the Separate Account invests its assets in shares
or units of an Underlying Portfolio managed by one or more investment
managers.  Each Available Division, and the Underlying Portfolio in which it
invests, are described at Appendix A.  Each Underlying Portfolio has a
different investment objective, and is described more fully in the
prospectus for the Underlying Portfolio which accompanies this Prospectus.

In the future, Available Divisions may be added, and existing Available
Divisions may be deleted.  The Contract Holder will be notified in writing
of any such change.  (See "The Separate Account")

Death Benefit

Death Benefit proceeds are payable to the named Beneficiary when the Insured
under the Contract dies.  The Death Benefit payable under the Contract will
depend upon the Death Benefit Option in effect for the Contract.  So long as
the Contract remains in force, the minimum death benefit under each Death
Benefit Option will be at least equal to the current Face Amount of the
Contract.  (See "The Contract -- Death Benefits Under the Contract")

Premiums

A Contract Holder will have considerable flexibility under a Contract as to
both the timing and amount of Premiums.  SELIC will not issue a Contract
unless it receives a Premium payment at least equal to the initial Minimum
Premium amount, which is equal to twelve (12) times the Monthly Charges due
under that Contract in the first Contract Month, plus any applicable Premium
Load. SELIC may, in its sole discretion, require a reduced initial Minimum
Premium in connection with the purchase of certain Contracts.  Each
subsequent Premium must be at least $50 per Contract.  Subsequent Premiums
may be paid at any time and in any frequency, subject to certain
restrictions (See "The Contract--Premiums")  If the Initial Premium and
subsequent Premiums prove to be too low, insurance coverage under the
Contract may cease.

The initial Net Premium will be allocated during the Free Look period to the
Money Market Division specified in Appendix A.  After the Free Look period,
Separate Account Value will be allocated among the Available Divisions of
the Separate Account and the Fixed Fund according to the Contract Holder's
instructions as specified in the Application or as subsequently changed
prior to the end of the Free Look period.

Insurance Account Value may be transferred among the Available Divisions of
the Separate Account and the Fixed Fund by written request, subject to
certain restrictions.

                                    -13-
<PAGE> 15
Amounts may be transferred by dollar amounts or by percentages.  (See "The
Contract -- Transfers")

Charges and Deductions

Certain charges are deducted from Premiums and from Insurance Account Value
under the Contract.  For a more detailed discussion of the charges deducted
under the Contract, see "Charges and Deductions".  For additional
information regarding the investment advisory fees and operating expenses of
the Underlying Portfolios, see the accompanying prospectuses for these
portfolios.

A Premium Load is deducted from the Initial Premium and from each subsequent
Premium paid by a Contract Holder, prior to allocation to the Separate
Account or the Fixed Fund.  The Premium Load includes a Distribution Charge
(which consists of a Premium Expense Load and a Commission Charge), a
Premium Tax Charge, which will be made for any applicable state premium
taxes, and the DAC Tax Charge.

The Distribution Charge is equal to a maximum of 30% of Premiums paid during
the first Contract Year up to one Target Premium (and 2% of first year
Premiums thereafter), and declines as a percentage of Premiums paid in
Contract Years 2-10 (to a maximum of 10% of Premiums paid during each
Contract Year up to a Target Premium; and 2% of Premiums thereafter);
Contract Years 11-15 (to a maximum of 8% of Premiums paid during each
Contract Year up to a Target Premium and 2% of Premiums thereafter), and
Contract Years 16 on (a maximum of 4% of Premiums paid during each Contract
Year up to a Target and 2% of Premiums thereafter).

The Premium Tax Charge reflects the state premium taxes imposed under the
Contract.  The DAC Tax Charge is equal to 1% of all Premiums paid in all
Contract Years.

A Daily Charge for mortality and expense risks assumed by SELIC under the
Contract is calculated and deducted daily as a percentage of the Insurance
Account Value attributable to each Division of the Separate Account.
Currently, this Daily Charge is equal to 0.35% on an annual basis; it is
guaranteed not to exceed 0.50% on an annual basis.

Monthly Charges, including the Cost of Insurance Charge and the
Administration Charge, are deducted directly from the Insurance Account
Value  as of the Contract Date and on each Monthiversary thereafter.
Monthly Charges include an Administration Charge of $4.50 per month
(guaranteed not to exceed $8.00 per month).  Monthly Charges also include a
charge for the cost of insurance provided under the Contract.   Monthly
Charges also include any charges for additional benefits provided by
Contract rider, and charges for a special class rating, if applicable.

                                    -14-
<PAGE> 16
SELIC will deduct an Underwriting Charge, not to exceed $100, on the Issue
Date for Contracts issued on a medically underwritten basis, and on any
Monthiversary following any medical underwriting in connection with certain
Contract changes.  This charge changes if a Joint and Last Survivor Rider is
added to the Contract.  See Appendix B.  SELIC may reduce or waive the
Underwriting Charge under certain circumstances.

On each Contract Anniversary, (i) the Insurance Account Value attributable
to the Separate Account and Fixed Fund is reduced by Contract Loan interest
due and unpaid for the previous Contract Year; and (ii) the Insurance
Account Value attributable to the Separate Account and Fixed Fund is
increased by the interest credited to the Borrowed Fund during the previous
Contract Year.  The net result is that if Contract Loan interest is not paid
when due, then on the Contract Anniversary, the Insurance Account Value
attributable to the Separate Account and Fixed Fund will be reduced by the
difference between the Contract Loan interest due and unpaid for the
previous Contract Year, and the interest credited to the Borrowed Fund
during the previous Contract Year.

No charges are currently made to the Separate Account for federal, state or
local taxes that SELIC incurs which may be attributable to the Separate
Account.  However, SELIC may impose such a charge in the future to provide
for any tax liability of the Separate Account.

Investment advisory fees and operating expenses of each Underlying Portfolio
are paid by such portfolio, and are reflected in the Separate Account Value
of a Contract.

At the Contract Holder's request, SELIC will provide an illustrative report
in addition to the reports it customarily provides.  Depending upon the
type and complexity of the requested report, SELIC may charge a reasonable
fee not to exceed $50.

Contract Loans

The Contract Holder may obtain a Contract Loan under the Contract on any
Monthiversary.  There is a maximum amount that may be borrowed, and interest
will be charged for any amount borrowed in accordance with the Contract Loan
interest rate option selected by the Contract Holder in the Application or
as subsequently changed.  (See "Contract Loan Privilege")

Contract Loans are deducted from the amount payable on surrender of the
Contract and are also deducted from any Death Benefit proceeds.  Contract
Loan interest accrues daily, and if it is not repaid each year, it is
capitalized and added to the Contract Loan.  Depending upon the investment
performance of the Available Divisions and the amounts borrowed, Contract
Loans may cause a Contract to lapse.  If the Contract lapses with a Contract
Loan outstanding, adverse tax consequences may result.  A Contract Loan may

                                    -15-
<PAGE> 17
also have other Federal income tax consequences.  (See "Federal Income Tax
Considerations")

Surrender and Partial Withdrawals

While the Insured is alive, the Contract may be surrendered at any time for
its Net Cash Value upon written request to SELIC's Home Office.  To the
extent that the Insurance Account Value is allocated to the Available
Divisions of the Separate Account, SELIC does not guarantee any minimum Net
Cash Value.  Partial withdrawals of Net Cash Value are permitted, subject to
certain restrictions.  (See "The Contract - Surrender and Partial
Withdrawals")

A surrender or partial withdrawal may have Federal income tax consequences.
(See "Federal Income Tax Considerations")

Termination

The Contract does not automatically terminate for failure to pay subsequent
Premiums.  However, the Contract may terminate prior to its Maturity Date if
there is insufficient Net Cash Value to pay Monthly Charges.  (See
"Termination")

Illustrations

Illustrations in this prospectus or used in connection with the purchase of
a Contract are based on hypothetical rates of return.  These rates are not
guaranteed.  They are illustrative only, and should not be deemed to be a
representation of past or potential investment performance.  Actual rates of
return may be more or less than those in the illustrations and, therefore,
actual values will be different than those illustrated.

Replacement of Existing Coverage

Before purchasing a Contract, a prospective Contract Holder should consider
whether changing, or adding to, current insurance coverage would be
advantageous.  Generally, it is not advisable to purchase another insurance
contract as a replacement for existing coverage.  In particular, replacement
should be carefully considered if the decision to replace the coverage is
based solely on a comparison of contract illustrations.

Tax Considerations

SELIC intends for the Contract to satisfy the definition of life insurance
contract under section 7702 of the Internal Revenue Code.  Under certain
circumstances, a Contract may be a "modified endowment contract" under federal
tax law, depending upon the amount of payments made in relation to the death
benefit provided under the Contract.  SELIC

                                    -16-
<PAGE> 18
will monitor Contracts and will attempt to notify a Contract Holder on a
timely basis if his or her Contract is in jeopardy of becoming a
modified endowment contract.  The status under the Internal Revenue Code of
Contracts issued with a Supplemental Term Insurance Rider, or a Joint and Last
Survivor Rider, is less clear.  For further discussion of the tax status of a
Contract and the tax consequences of being treated as a life insurance contract
or a modified endowment contract, see "Federal Income Tax Considerations".

Free Look and Conversion Rights

In most states, the Contract may be canceled at any time within ten (10)
days after it is received by the Contract Holder, ten (10) days after SELIC
mails or personally delivers the Notice of Withdrawal Right to the Contract
Holder, or within forty-five (45) days after the date of the Application,
whichever is later.  The Contract must be returned to SELIC at its Home
Office along with written notice of cancellation.  If the Contract is
canceled, it will be as though the Contract had never been issued.  A refund
will be paid if the Contract is canceled.  The refund will equal any
Premium(s) paid, minus any partial withdrawals taken and any Contract Loans
together with accrued but unpaid Contract Loan interest.

Once issued and as long as the Contract is in force, a Contract Holder may
during the first 24 months, transfer all of the Insurance Account Value out
of the Separate Account and into the Fixed Fund, and receive fixed and
guaranteed benefits under the Contract.  Once this right is exercised no
transfers out of the Fixed Fund will be allowed and all Net Premiums paid
after the election will be allocated to the Fixed Fund.  (See "Additional
Provisions of The Contract - Conversion Rights").


                      INFORMATION ABOUT SELIC

SELIC is a stock life insurance company domiciled in New York.  It is a
wholly-owned subsidiary of General American Life Insurance Company ("General
American"), a mutual life insurance company domiciled in Missouri.

SELIC was established in 1983 as a wholly-owned subsidiary of Security
Mutual Life Insurance Company of New York.  It was purchased by General
American on December 31, 1993.

General American commenced operations in 1933 as a stock company and was
converted to a mutual company in a process that ended in 1946.  General
American is principally engaged in issuing individual and group life and
health insurance contracts and annuity products. It is admitted to do business
in forty-nine states, the District of Columbia, and ten Canadian provinces.
The principal offices of General American are located in St. Louis, Missouri.

                                    -17-
<PAGE> 19
SELIC  is admitted to sell life insurance and annuities in  forty states and
the District of Columbia.  SELIC concentrates on sales of corporate owned
life insurance products in all of these jurisdictions and sales of
individual products to residents of New York.


                        THE SEPARATE ACCOUNT

Security Equity Life Insurance Company Separate Account 13 (the "Separate
Account") was established by SELIC as a Separate Investment Account on
December 30,1994.  The Separate Account will receive and invest the Net
Premiums paid under this Contract and allocated to it. In addition, the
Separate Account may receive and invest Net Premiums for other flexible
premium variable life insurance contracts that might be issued by SELIC.

The Separate Account is currently divided into a number of Divisions. Not
all Divisions are available for allocation of Net Premiums and transfers
under the Contract.  Each Available Division invests exclusively in shares
of an Underlying Portfolio listed in Appendix A. Both realized and
unrealized gains or losses and income from the assets of each Division of
the Separate Account are credited to or charged against that Division
without regard to income, gains, or losses from any other Division of the
Separate Account or from any other business SELIC may conduct.

Obligations to Contract Holders and Beneficiaries that arise under the
Contract are obligations of SELIC.  SELIC owns the assets of the Separate
Account.  Those assets will only be used to support variable life insurance
contracts and for any other purposes permitted by applicable laws and
regulations.  The portion of the assets of the Separate Account equal to the
reserves and other contract liabilities with respect to the Separate Account
will not be charged with liabilities that arise from any other business
SELIC may conduct.  SELIC may, however, transfer from the Separate Account
to its General Account assets that exceed the reserves and other contract
liabilities in respect of the Separate Account.

The Separate Account has been registered with the Securities and Exchange
Commission ("SEC" or "Commission") as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act"). The Separate Account meets
the definition of a "separate account" under the federal securities laws.
Registration with the SEC does not involve supervision of the management or
investment practices of the Separate Account, the Contracts, or SELIC by the
Commission.

There is no assurance that the stated objectives of any Underlying Portfolio
will be achieved.

                                    -18-
<PAGE> 20
More detailed information concerning the investment objectives, techniques
and restrictions pertaining to each Underlying Portfolio, and the expenses,
investment advisory services, and risks attendant to allocating Insurance
Account Value to each Underlying Portfolio, can be found in the current
prospectus with respect to each Underlying Portfolio, which accompanies this
Prospectus, and the current Statement of Additional Information for each
Underlying Portfolio. Such information has been prepared by the Underlying
Portfolio or the investment company of which it is a part, and SELIC is not
responsible for preparing this information. The Underlying Portfolio
prospectuses should be read carefully before any decision is made concerning
the allocation of Premium payments or transfers among the Available
Divisions.

Not all of the investment portfolios described in the accompanying
prospectuses are necessarily available under the Contract. Moreover, SELIC
cannot guarantee that each Underlying Portfolio will always be available for
the Contract.  In the unlikely event that an Underlying Portfolio becomes
unavailable, SELIC will attempt to secure the availability of a comparable
Underlying Portfolio.  Shares and units of each Underlying Portfolio are
purchased and redeemed at Net Asset Value, without a sales charge.

One or more of the Underlying Portfolios are available for investment by
both variable life insurance and variable annuity separate accounts.  It is
conceivable that in the future it may be disadvantageous for both variable
life and variable annuity separate accounts to invest simultaneously in an
Underlying Portfolio that sells its shares to both types of separate
accounts.  The Board of Directors or Trustees of such Underlying Portfolios,
the respective investment advisers of each Underlying Portfolio, and SELIC
are required to monitor events to identify any material irreconcilable
conflicts that may possibly arise, and to determine what action, if any,
should be taken in response to those events of conflicts.  Material
conflicts could arise from such things as changes in state insurance laws,
changes in federal income tax laws, changes in the investment management of
an Underlying Portfolio, or differences in the voting instructions given by
variable annuity contract owners and variable life insurance contract
owners.  In the event of a material irreconcilable conflict, SELIC will take
steps necessary to protect our Contract Holders.  This could include
discontinuance of investment in an Underlying Portfolio.

                           THE CONTRACT

The Contract is a flexible premium variable life insurance contract that
provides insurance on the life of an Insured.  A Contract may be sold
together with other related Contracts forming a Case.  See Appendix B for
modifications to this Section in the event that a Joint and Last Survivor
Rider and/or a Supplemental Term Insurance Rider is added to the Contract.

                                    -19-
<PAGE> 21

Availability of Insurance Coverage

To be eligible for insurance under the Contract, a prospective Insured must
on the Contract Date:

(1)   be at least 20 years of age and no more than 85 years of age;

(2)   have elected or consented to be an Insured (if required by SELIC or
      the Governing Jurisdiction);

(3)   have satisfied any necessary underwriting requirements of SELIC (see
       "Charges and Deductions -- Monthly Charges -- Cost of Insurance
      Charge").

A Contract can be issued if the Contract Holder:

(1)   provides SELIC with the data it requires including, but not limited to
      the prospective Insured's name, address, social security number,
      sex, date of birth, smoker/nonsmoker status, and citizenship
      (SELIC may also require submission of related documents that have
      been completed by the prospective Insured);

(2)   requests Total Insurance Coverage at least equal to the Minimum
      Insurance Coverage for an Insured;

(3)   designates the Beneficiary under the Contract; and

(4)   pays the initial Minimum Premium  for the first Contract Year.

Insurance coverage generally begins on the Issue Date for the Contract.
Temporary life insurance coverage may be provided under the terms of a
temporary insurance agreement. In accordance with SELIC's underwriting
rules, temporary life insurance coverage may not exceed the greater of
$100,000 or two times the Premium paid, and may not be in effect for more
than 90 days.  This temporary insurance coverage will be issued on a
conditional receipt basis, which means that any Death Benefit under such
temporary coverage will only be paid if the Insured meets SELIC's usual and
customary underwriting standards for the applied-for coverage under the
Contract (see "Charges and Deductions-- Monthly Charges -- Cost of Insurance
Charge").

As provided for under state insurance law, a Contract Holder, to preserve
insurance age of the Insured, may be permitted to backdate the Contract.  In
no case may the Contract Date be more than six months prior to the date that
the Application was completed.  If any Contract in a Case is backdated, then
all Contracts in the Case must be backdated to the same date.  Monthly
Charges for the backdated period will be deducted as of the Contract Date,
and each Monthiversary thereafter.


                                    -20-
<PAGE> 22
For modifications to this Section for Joint Insureds, see Appendix B --
"Joint and Last Survivor Rider."

Evidence of Insurability

SELIC may require medical evidence of insurability for any Contract that
does not meet SELIC's guaranteed issue or simplified issue standards when
the Contract is issued. (see "Charges and Deductions -- Monthly Charges --
Cost of Insurance Charge"). Medical evidence of insurability may also be
required for any transaction that increases the Net Amount at Risk for the
Contract.  Transactions that increase the Net Amount at Risk may include but
are not limited to: payment of subsequent Premiums, change of Death Benefit
Option, change of Face Amount, partial withdrawals, and reinstatement of a
Contract.

For modifications to this section for Joint Insureds, see Appendix B -- Last
Survivor Rider.

Premiums

Premiums are the payments made to SELIC under the Contract by the Contract
Holder to purchase insurance on the life of the Insured and to contribute to
the Insurance Account Value of the Contract.  All Premiums are payable to
SELIC at its Home Office.  A Premium Load is deducted from any Premium
received by SELIC prior to its allocation to the Separate Account or to the
Fixed Fund.  The resulting amount is the Net Premium.  The applicable
Premium Load percentage depends upon the Case to which the Contract belongs,
whether the Premium consists of Target Premium or Excess Premium, and the
Contract Year in which the Premium is paid. (See "Charges and Deductions --
Premium Load)

Premiums may consist of Target Premium, Excess Premium or both.  The Target
Premium is determined by the Initial Face Amount selected by the Contract
Holder, and will never exceed a "guideline annual premium" as defined in
applicable SEC regulations.  SELIC has the right to refund promptly any amount
of Premium paid if necessary to keep the Contract in compliance with state and
federal laws, including federal income tax laws.  In particular, if a Contract
Holder pays Premium amounts during the first Contract Year significantly in
excess of the Planned Renewal Premium, SELIC reserves the right to refund
promptly part or all of such excess if applicable state insurance law
restricts the amount of commissions that would otherwise be payable to the
writing agent in connection with part or all of such Premium amounts.

SELIC will not issue the Contract unless it receives a Premium payment at
least equal to the initial Minimum Premium amount.  The initial Minimum
Premium under the Contract is equal to twelve times the Monthly Charges due
under the Contract in the first Contract

                                    -21-
<PAGE> 23
Month, plus any applicable Premium Load. SELIC may, in its sole discretion,
require a reduced initial Minimum Premium in connection with the purchase of
Contracts sold by licensed agents of SELIC that are also registered
representatives of Walnut Street Securities, Inc. ("Walnut Street"), the
distributor of the Contracts, or selected broker-dealers or through banks that
have entered into written sales agreements with Walnut Street.  A SELIC agent
can provide prospective purchasers with information regarding the availability
of a reduced initial Minimum Premium requirement.

After the Initial Premium has been received and accepted by SELIC, the
Contract Holder may pay subsequent Premiums on any Valuation Day provided
that each subsequent Premium is at least $50 per Contract.  All payments
received by SELIC from the Contract Holder will be credited to the Contract
as Premiums, unless the Contract Holder specifies that such payments are
Contract Loan repayments.  Subsequent Premiums may cause a Contract that was
not classified as a "modified endowment contract" to become classified as
such a contract.  SELIC will take steps to monitor subsequent Premiums, and
will notify a Contract Holder if a subsequent Premium, or a portion thereof,
would cause a Contract to become a modified endowment contract.  (See
"Federal Income Tax Considerations -- Modified Endowment Contracts")

Allocation of Net Premiums:  Generally, the initial Net Premium will be
credited to the Separate Account and the Insurance Account Value will begin
to vary with investment experience on the Valuation Day next following
receipt of the initial payment at the Home Office.  However, in situations
where SELIC receives the initial payment with the application and
underwriting is required, then the payment will be held on deposit in
SELIC's General Account until underwriting is completed and the Contract is
issued (the Issue Date).  Any Net Premiums received during the Free Look
period will be allocated to the Money Market Division.  At the end of such
period, Separate Account Value will be allocated to or among any of the
Available Divisions and the Fixed Fund, in accordance with the Contract
Holder's allocation instructions set forth in the Application, or as
subsequently changed prior to the end of the Free Look period.  No allocation
or transfer instructions received from the Contract Holder in the Application
or during the Free Look period will be acted upon until the Free Look period
has expired.  The duration of the Free Look period depends upon the law of a
Contract's Governing Jurisdiction.  The Free Look period under a Contract will
expire after the number of days provided for in the applicable Governing
Jurisdiction's Free Look period has elapsed following the date the Contract is
delivered to the Contract Holder, as evidenced by a signed delivery receipt
or certified mail return receipt, or if later, ten (10) days after SELIC mails
or personally delivers the Notice of Withdrawal Right to the Contract Holder,
or 45 days after the Application is signed. Transfer of money  to the
Available Divisions specified by the Contract Holder will occur at the
expiration of the Free Look period.

Net Premiums received after the Free Look period expires will be allocated
among the Available Divisions and the Fixed Fund in accordance with the
Contract Holder's

                                    -22-
<PAGE> 24
instructions.  Net Premiums that are received prior to the Valuation Time on
any Valuation Day will be allocated as of the date they are received.  Net
Premiums received after such time will be allocated on the next Valuation Day.

The maximum number of Available Divisions to which the Contract's Separate
Account Value may be allocated at any one time is five (5); amounts can also
be allocated to the Fixed Fund. If no instructions accompany a Premium, the
resulting Net Premium will be allocated to the Available Divisions and the
Fixed Fund in the same proportions as stated in the most recently recorded
Premium allocation instructions SELIC received from the Contract Holder.

The allocation of subsequent Premiums may be changed at any time upon
SELIC's receipt of written notice from the Contract Holder.

Premiums to Prevent Lapse:  If the Contract is in danger of lapsing because
the Net Cash Value is insufficient to pay the Monthly Charges for the
Contract on a Monthiversary, the amount of Premium that must be paid to
prevent lapse will be equal to three (3) times the Monthly Charges then due
plus any applicable Premium Load. (See "Termination -- Termination for
Insufficient Cash Value").  SELIC will send a notice to a Contract Holder
when such Premiums are required to keep the Contract in force.

Premiums to Reinstate a Contract:  When a Contract has lapsed due to
insufficient Net Cash Value, the amount of Premium that must be paid to
reinstate insurance coverage will be equal to the Monthly Charges due and
unpaid  at the time of lapse, plus three (3) times the Monthly Charges due
at the time of reinstatement, plus any applicable Premium Load. (See
"Termination -- Reinstatement of a Contract Terminated for Insufficient
Value on).

When the Contract has terminated, SELIC will send a notice specifying the
Premiums that are required to be paid to reinstate the Contract.

Contract Values

The Insurance Account Value of the Contract is equal to the total amounts of
the Insurance Account Value in each Available Division of the Separate
Account, the Insurance Account Value in the Fixed Fund, and the Insurance
Account Value in the Borrowed Fund.

The Insurance Account Value allocated to each Available Division is measured
in "Accumulation Units."  The value of an Accumulation Unit is determined as
of the Valuation Time on each Valuation Day.  The value of any unit will
vary from Valuation Day to Valuation Day to reflect the investment
performance of the Available Division applicable to that Accumulation Unit.

                                    -23-
<PAGE> 25
The value of an Accumulation Unit in each Available Division is arbitrarily
set at $1.00 on the first Valuation Day for that Available Division.  The
value of any Accumulation Unit on any subsequent Valuation Day is equal to
its value on the preceding Valuation Day multiplied by that Available
Division's Net Investment Factor for the Valuation Period.  The Net
Investment Factor for an Available Division for a Valuation Period equals
the "gross investment rate" for such period plus one and minus the Mortality
and Expense Risk Charge for that Valuation Period.

The "gross investment rate" of an Available Division for any Valuation
Period is equal to the net earnings of that Available Division during the
Valuation Period, divided by the value of the total assets of that Available
Division at the beginning of the Valuation Period.  The net earnings of each
Available Division during a Valuation Period are equal to the accrued
investment income and capital gains and losses (realized and unrealized) of
that Available Division, reduced by any amount charged against that
Available Division for premium taxes or other governmental charges paid or
reserved by SELIC during that Valuation Period.

The "gross investment rate" and net earnings of each Available Division will
be determined by SELIC in accordance with generally accepted accounting
principles and applicable laws, rules and regulations.

Transactions which require the crediting and canceling of Accumulation Units
will be processed as of the Valuation Time on the Valuation Day in which the
transaction is effected.  Premium payments, and requests for Contract Loans,
withdrawals, transfers, or any other transaction, received in proper form
before the Valuation Time on a Valuation Day will be effected as of the
Valuation Time on the day that the Premium payment, or transaction request,
is received.  Premium payments, and transaction requests, received in
proper form after the Valuation Time on a Valuation Day, will be effected as
of the Valuation Time of the following Valuation Day.

The Insurance Account Value in the Money Market Division on the Issue Date
is equal to the Premium paid on that date, less any applicable Premium Load
less:

(1)   Cost of Insurance Charges; and

(2)   Administration Charges; and

(3)   any charges that are deducted from the Insurance Account Value for
      benefits provided by Contract riders; and

(4)   Underwriting Charges, if any; and

(5)   charges for Special Insurance Class Rating, if any.


                                    -24-
<PAGE> 26
The Insurance Account Value in each Available Division as of the Valuation
Time on any subsequent Valuation Day is equal to the Insurance Account Value
in that Available Division on the prior Valuation Day plus:

(1)   any new Net Premium allocated to that Available Division; and

(2)   any amounts transferred to that Available Division from another
      Available Division, the Fixed Fund or the Borrowed Fund.

(3)   any increase in value of the Available Division's investments due to
      investment results net of Daily Charges.

and less:

(1)   any amounts transferred from that Available Division to another
      Available Division, the Fixed Fund or the Borrowed Fund.

(2)   any decrease in the value of the Available Division's investments due
      to investment results net of Daily Charges; and

(3)   the Cost of Insurance Charges allocated to that Available Division
      (deducted only on a Monthiversary); and

(4)   the Administration Charges allocated to that Available Division
      (deducted only on a Monthiversary); and

(5)   any partial withdrawals taken from such Contract and allocated to that
      Available Division; and

(6)   any charges allocated to that Available Division that are deducted
      from the Insurance Account Value for benefits provided by
      Contract riders; and

(7)   any Underwriting Charges allocated to that Available Division; and

(8)   any charges for Special Insurance Class Rating allocated to that
      Available Division (deducted only on a Monthiversary); and

(9)   any other charges allocated to that Available Division as stated in
      the Contract.

For more information regarding the charges and expenses deducted under the
Contract, see "Charges and Deduction".  For more information regarding the
impact that Contract

                                    -25-
<PAGE> 27

Loans can have on Insurance Account Value and Net Cash Value, see "Contract
Loan Privilege".

For description of the Insurance Account Value in the Fixed Fund and the
Borrowed Fund, see "The Fixed Fund"and "Contract Loan Privilege".

Transfers

The Contract provides that all or part of the Insurance Account Value
(except amounts in the Borrowed Fund) may be transferred between or among
Available Divisions and the Fixed Fund on any Valuation Day subject to the
following limitations:

(a)   The Insurance Account Value cannot be allocated to more than five (5)
      Available Divisions and the Fixed Fund at any one time;

(b)   Transfer requests must be in writing and in a form acceptable to
      SELIC;

(c)   Except as described below, only one (1) transfer is permitted in each
      Contract Year;

(d)   SELIC reserves the right to limit the amount of any transfer.
      Transfers from or among the Available Divisions must be in
      amounts of at least $500, or if smaller, the Insurance Account
      Value in an Available Division; and

(e)   Transfers to the Fixed Fund may be limited.  Insurance Account Value
      in the Fixed Fund after any transfer to the Fixed Fund may be
      no greater than the amount  specified in the Contract. (See "The
      Fixed Fund -- Allocation of Amounts to the Fixed Fund")

Transfers from the Fixed Fund are also subject to the following limitations:

(a)   The transfer must be made in the 30 day period following a Contract
      Anniversary; and

(b)   The amount transferred  may be no larger than 25% of the Insurance
      Account Value in the Fixed Fund on the date of the transfer.

Transfers may be requested by dollar amount or percentage.  Written
confirmation of each transfer will be sent to the Contract Holder.  SELIC
will generally effect transfers and determine all values in connection with
transfers as of the Valuation Time at the end of the Valuation Day on which
a proper transfer request is received.

Notwithstanding the above limitations, which are set forth in the Contract,
SELIC will, as a matter of administrative practice, allow up to twelve (12)
transfers per year between or

                                    -26-
<PAGE> 28

among Available Divisions.  Contract Holders will be notified in advance if
this administrative practice is changed or eliminated.  For purposes of
calculating the number of transfers requested in any Contract Year, all
transfer requests received on the same Valuation Day will be counted as one
transfer request.  Transfers effected in connection with Contract Loans will
not be counted for purposes of the limitations on the amount or frequency of
transfers permitted in each Contract Year.

Contract Loan Privilege

The Contract Holder may request a loan against the Contract.  The Contract
must be assigned to the Company as the sole security for the Contract Loan.
A Contract Loan may take place on any Valuation Day.  An amount equal to the
amount borrowed will be transferred from the Separate Account and the Fixed
Fund to the Borrowed Fund.  The Borrowed Fund is a portion of SELIC's
General Account reserved for amounts held as collateral for Contract Loans.
A Contract Loan from, or secured by, the Contract may have federal income
tax consequences.  In particular, if the Contract is a "modified endowment
contract" loans may be currently taxable and subject to a 10% penalty tax.
(See "Federal Income Tax Considerations")

Source of Contract Loan:  Insurance Account Value equal to each Contract
Loan will be transferred to the Borrowed Fund, reducing the Insurance
Account Value in the Separate Account and the Fixed Fund. Unless other
specific instructions are received from the Contract Holder, the Contract
Loan will be taken from the Available Divisions of the Separate Account and
the Fixed Fund in proportion to the amount of the Contract Holder's then
current Insurance Account Value in each Available Division of the Separate
Account and Fixed Fund.

The maximum total of Contract Loans for each Contract is equal to the
Insurance Account Value less the sum of the following:

(1)   the outstanding Contract Loan amount together with interest accrued
      but unpaid;

(2)   the Minimum Net Premium for the current Contract Year; and

(3)   Contract Loan interest charges until the next Contract Anniversary.

If a Contract Loan is requested that would cause this maximum to be
exceeded, SELIC will not process the request.

Contract Loan Interest:  Contract Loan interest accrues daily and is due on
each Contract Anniversary.  If it is not paid when due, the Contract Loan
interest will be added to the Contract Loan and, as part of the Contract
Loan, will bear the same interest rate.  Any Contract Loan interest
capitalized on a Contract Anniversary will be treated as if it

                                    -27-
<PAGE> 29
was a new Contract Loan and will be transferred from the Available Division of
the Separate Account and Fixed Fund in proportion to the Insurance Account
Value therein.

A fixed Contract Loan interest rate option or a variable Contract Loan
interest rate option may be elected.  This option may be changed by the
Contract Holder on any Contract Anniversary.  Written notice of the change
must be received at SELIC's Home Office no more than ninety (90) days nor
less than thirty (30) days prior to such Contract Anniversary.  The Contract
Loan interest rate options are as follows:

Fixed Contract Loan Interest Rate.  If a Fixed Contract Loan Interest Rate
- ---------------------------------
option is selected and a Contract Loan is outstanding, a fixed Contract Loan
interest rate of 6.00% will be assessed annually in arrears and added to the
Contract Loan principal on the Contract Anniversary.

Variable Contract Loan Interest Rate.  On each Contract Anniversary, SELIC
- ------------------------------------
will declare the Variable Contract Loan Interest Rate that will apply to
outstanding Contract Loans for the next Contract Year.  This rate will equal
the higher of a) or b), where a) is the Monthly Average of the Composite
Yield on Corporate Bonds as published by Moody's Investor Service, Inc. (or,
if it is no longer published, a substantially similar average) for the
calendar month ending two months before the Contract Year begins, and b) is
4.5%.  If the rate calculated according to this formula is not at least .50%
higher than the rate in effect for the previous year, SELIC will not
increase the rate.  If the maximum limit is at least .50% lower than the rate
in effect for the previous year, SELIC will decrease the rate.

If the Variable Contract Loan Interest Rate option is selected, SELIC will
inform the Contract Holder of the current Variable Contract Loan Interest
Rate at the time a Contract Loan is made.  The current Variable Contract
Loan Interest Rate can be changed by SELIC on any Contract Anniversary, but
the rate will never exceed the maximum Contract Loan interest rate permitted
by the law of the Governing Jurisdiction.

Interest on Borrowed Fund:  Interest will be credited to amounts held in the
Borrowed Fund as collateral for Contract Loans.  This rate of interest
credited on the Borrowed Fund will be at least equal to an annual effective
rate of four percent (4%).

For the Fixed Contract Loan Interest Rate option, the rate of interest
credited on the Borrowed Fund is currently set equal to 5.65%.  If a
Variable Contract Loan Interest Rate option is chosen, SELIC currently
anticipates that the rate of interest credited on the Borrowed Fund will
equal the Variable Contract Loan Interest Rate less a "loan interest spread"
of .35%.  This "loan interest spread" is guaranteed never to exceed .50%.
The Borrowed Fund crediting rate may not be changed more frequently than
annually.  Any change in the Borrowed Fund crediting rate for the Contract
will be effective on a

                                    -28-
<PAGE> 30
Contract Anniversary.  The Contract Holder will be notified in advance of any
such change.

Interest credited to the Borrowed Fund will be transferred to the Available
Divisions of the Separate Account and Fixed Fund on each Contract
Anniversary.  The amount so transferred will be allocated among the
Available Divisions of the Separate Accounts and Fixed Fund in proportion to
the Insurance Account Value in each Available Division of the Separate
Account and Fixed Fund.

If Contract Loan interest due for the previous Contract Year has not been
paid when due, then on the Contract Anniversary, the Insurance Account Value
attributable to the Separate Account and Fixed Fund will be reduced by the
difference between the Contract Loan interest due and unpaid for the
previous Contract Year, and the interest credited to the Borrowed Fund
during the previous Contract Year.

On any given day the Insurance Account Value in the Borrowed Fund will be
equal to the Insurance Account Value in the Borrowed Fund on the previous
day plus:

(1)   Any new amounts transferred to the Borrowed Fund from the Separate
      Account and Fixed Fund due to new Contract Loans and/or
      capitalized Contract Loan Interest; and

(2)   Any interest credited to the Borrowed Fund.

and less

(1)   Any amounts transferred from the Borrowed Fund to the Separate Account
      and/or Fixed Fund due to Contract Loan repayments or the transfer of
      interest credited to the Borrowed Fund on a Contract Anniversary.

Repayment:  All funds received by SELIC will be credited to the Contract as
Premiums unless clearly designated as a Contract Loan repayment by the
Contract Holder.

All or part of the Contract Loan plus accrued Contract Loan interest may be
repaid at any time while the Contract is in force.

Any repayment of a Contract Loan will result in the transfer of values equal
to the repayment out of the Borrowed Fund and the application of those
values to the Available Divisions of the Separate Account and Fixed Fund.
Unless other specific instructions are received from the Contract Holder,
these values will be applied to the Separate Account's Available Divisions
and the Fixed Fund in proportion to the amount of the Contract Holder's then
current Insurance Account Value in each Available Division of the Separate
Account and Fixed Fund.

                                    -29-
<PAGE> 31

Surrender and Partial Withdrawal

At any time during the lifetime of the Insured and while the Contract is in
force, the Contract may be surrendered for its Net Cash Value on any
Valuation Date.  The Contract Holder must request a surrender in writing and
in a form acceptable to SELIC.  On surrender, SELIC will pay to the Contract
Holder in a single sum the Contract's Net Cash Value as of the Valuation Day
during which a proper surrender request is received.  A Contract's Net Cash
Value is the Insurance Account Value less any outstanding Contract Loan and
accrued and unpaid Contract Loan interest.  If a proper surrender request is
received on a Monthiversary, then Monthly Charges will not be deducted on
that Monthiversary. A surrender may have Federal income tax consequences.
(See "Federal Income Tax Considerations")  Once the Contract is surrendered,
SELIC's obligations under the Contract will cease.  (See "Termination").

The Contract Holder may also request partial withdrawals of Net Cash Value
from one or more Available Divisions and the Fixed Fund.  The withdrawal
must be requested by the Contract Holder in writing on a form acceptable to
SELIC.  Unless other specific instructions are received from the Contract
Holder, the withdrawal will be taken from each Available Division and the
Fixed Fund in proportion to the Contract Holder's then current Insurance
Account Value in each Available Division and the Fixed Fund.  See "The Fixed
Fund".

Surrender and partial withdrawal proceeds will generally be paid to the
Contract Holder within seven days.  See "Additional Provisions of the
Contract -- Availability of Funds" and "The Fixed Fund".

The Contract Holder may withdraw any amount of at least $1,000 per
withdrawal and up to the Contract's maximum withdrawal amount.  The maximum
withdrawal amount for the Contract is equal to the Insurance Account Value
less the sum of the following:

(1)   the outstanding Contract Loan amount together with the unpaid accrued
      Contract Loan interest on the Contract Loan amount;

(2)   the Minimum Net Premium for the current Contract Year; and

(3)   Contract Loan interest on the Contract Loan amount until the next
      Contract Anniversary.

Partial withdrawals may increase the Net Amount at Risk, resulting in higher
Cost of Insurance Charges under the Contract.

                                    -30-
<PAGE> 32

The Death Benefit and Face Amount may be adjusted at the time a partial
withdrawal is taken, based on the amount withdrawn, the Death Benefit Option
then in effect for the Contract, and the Insurance Account Value.  If the
Face Amount is reduced, the reduction in Face Amount for Death Benefit
Option 1 or Death Benefit Option 3 will be equal to the amount of the
withdrawal.  The Total Insurance Coverage remaining after the partial
withdrawal may not be less than the Minimum Insurance Coverage.  A partial
withdrawal request that would reduce the Total Insurance Coverage below this
minimum will not be effected.  If the Face Amount reflects previous Face
Amount increases at the time of a partial withdrawal which causes a
reduction in Face Amount, then partial withdrawals will be applied first to
reduce the Initial Face Amount, and then to each Face Amount increase in
order, starting with the first increase.

A partial withdrawal that decreases the Face Amount of the Contract will
result in a recalculation of the Target Premium, and generally will decrease
the Target Premium for future Contract Years.

A partial withdrawal may have Federal income tax consequences.  (See
"Federal Income Tax Considerations".)

Death Benefits Under the Contract

If the Insured dies while the Contract is in force, a Death Benefit is
payable to the Beneficiary when SELIC receives due proof of death and any
other requirements are satisfied.  The amount of the Death Benefit payable
depends on the Death Benefit Option selected for the Contract by the Contract
Holder and in effect on the date of death of the Insured, and is adjusted for
outstanding Contract Loans and unpaid charges.  (See "Payment for Death
Benefits")  The amount of the Death Benefit will be determined at the end of
the Valuation Period during which the Insured's death occurred. The Death
Benefit will be paid to the surviving Beneficiary or Beneficiaries specified
in the Application or as subsequently changed.  The Death Benefit under each
Death Benefit Option will never be less than the Contract's Face Amount as
long as the Contract remains in force.  For modifications to this Section for
Joint Insureds, see Appendix B -- "Joint and Last Survivor Rider."

Death Benefit Options:  The Contract Holder may select one of the following
Death Benefit Options:

Option 1:   the Face Amount in effect at the date of death

Option 2:   the Face Amount plus the Insurance Account Value in effect at
            the date of death.

                                    -31-
<PAGE> 33

Option 3:   the Face Amount in effect at the date of death, plus the
            accumulated Premiums paid under the Contract up to the date
            of death.  In calculating the Death Benefit under this option,
            the Premiums are accumulated from the date such Premiums were
            credited to the Insurance Account Value to the date of death,
            at a rate equal to the Death Benefit Option Accumulation Rate
            shown in the Contract.  This rate, which is selected by the
            Contract Holder and subject to approval by SELIC, may be as
            low as 0%, and does not have a maximum cap.  A higher Death
            Benefit Option Accumulation Rate will result in higher Cost of
            Insurance Charges under a Contract.

To ensure that the Contract will qualify as life insurance under the
Internal Revenue Code, the Total Insurance Coverage will never be less than
the Minimum Death Benefit.  The Minimum Death Benefit is equal to the
Insurance Account Value on the date of death multiplied by the appropriate
Minimum Death Benefit Factor as set forth in the Contract.  Currently SELIC
calculates the Minimum Death Benefit Factor in accordance with Section
7702(a)(1) of the Internal Revenue Code ("The Cash Value Accumulation
Test").  In the future SELIC may offer Contracts that will use Minimum Death
Benefit Factors and Premium limitations calculated in accordance with
Section 7702(a)(2) of the Internal Revenue Code ("The Guideline Premium
Test").  Once a Contract is issued complying with either "The Cash Value
Accumulation Test" or "The Guideline Premium Test" that test and the Minimum
Death Benefit Factors will be employed throughout the life of the Contract.

A table of representative Minimum Death Benefit Factors follows:

<TABLE>
===========================================================================
                        MINIMUM DEATH BENEFIT FACTORS
- ---------------------------------------------------------------------------
<CAPTION>
                                                   Unisex
                   Age                            Unismoke
===========================================================================
<S>                                               <C>
                    25                              5.79
                    30                              4.93
                    35                              4.18
                    40                              3.55
                    45                              3.03
                    50                              2.60
                    55                              2.25
                    60                              1.97
                    65                              1.74
                    70                              1.56
===========================================================================
</TABLE>

                                    -32-
<PAGE> 34

Under Death Benefit Option 1 and Death Benefit Option 3, positive investment
performance (if any) will be reflected in Insurance Account Value, but not
in the Death Benefit, unless the Death Benefit equals the Minimum Death
Benefit.  Under Death Benefit Option 2, the amount of Death Benefit will
always vary as the Insurance Account Value varies, but will never be less
than the Face Amount. In general, if Death Benefit Option 2 is selected,
positive investment performance (if any) will be reflected in the Death
Benefit.

Subject to certain limitations, the Contract Holder may change the Death
Benefit Option for the Contract while the Contract is in effect by notifying
SELIC in writing.  If SELIC approves the change, it will take effect on the
next Contract Anniversary that is at least thirty (30) days after all the
required information has been provided to SELIC.  The Cost of Insurance
Charges for the Contract will be adjusted to provide for the change.  No
such change will be effective if the Insured dies before the effective date
of the change.

Changing the Contract's Death Benefit Option may result in either an
increase or decrease in the Face Amount.  If the Face Amount increases,
SELIC may require satisfactory evidence of insurability.  If the Face Amount
decreases, and the Contract's Face Amount before the change in the Death
Benefit Option reflects previous Face Amount increases, then the change in
Death Benefit Option will result first in a reduction in the Initial Face
Amount, and then to each Face Amount increase in order, starting with the
first increase.  Any change in the Death Benefit Option will not be effected
if it would result in Total Insurance Coverage that is less than the Minimum
Insurance Coverage of the Contract.  SELIC also reserves the right not to
effect a requested change in Face Amount if the change would result in the
Contract not satisfying the requirements of the Internal Revenue Code of 1986,
as amended.

A change in the Death Benefit Option will not result in an immediate change
in the amount of a Contract's Death Benefit or Insurance Account Value.  If
a Contract is changed from Death Benefit Option 1 or Death Benefit Option 3
to Death Benefit Option 2,  then the Face Amount will equal the Face Amount
prior to the change less the Insurance Account Value on the effective date
of the change.  If a Contract is changed from Option 2 or Option 3 to Option
1, then the Face Amount will equal the Death Benefit on the effective date
of the change.  SELIC may require satisfactory evidence of insurability if
the Contract is changed from Option 2 or Option 3 to Option 1.  If a
Contract is changed from Option 1 to Option 3, then the Face Amount will
equal the Face Amount prior to the change less the accumulated Premiums on
the effective date of change.  If a Contract is changed from Option 2 to
Option 3, then the Face Amount will equal the Death Benefit less the
accumulated Premiums on the effective date of the change.

A change in Death Benefit Option may affect monthly Cost of Insurance
Charges, because the amount of this charge varies with a Contract's Net
Amount at Risk.  Assuming the Death Benefit is not equal to the Minimum
Death Benefit, changing from Option 2 or

                                    -33-
<PAGE> 35
Option 3 to Option 1 will generally decrease Net Amount at Risk, and therefore
decrease Cost of Insurance Charges, on Monthiversaries following the effective
date of the change. Changing from Option 1 or Option 3 to Option 2 will
generally result in a Net Amount at Risk that remains level; however, under
Option 2, Cost of Insurance Charges will increase over time, because cost of
insurance rates generally increase with the age of the Insured.  Finally a
change from Option 1 or Option 2 to Option 3 will result in a Net Amount at
Risk that will vary based upon the frequency and amount of Premium payments,
as well as the rate at which the Premiums are accumulated.  Under Option 3,
more frequent and higher premium payments as well as a higher Death Benefit
Option Accumulation Rate generally will result in a higher Net Amount at
Risk, and therefore higher Cost of Insurance Charges.

Face Amount:  The Minimum Face Amount under a Contract is $10,000.  The
minimum Total Insurance Coverage is $25,000. The Initial Face Amount and
Supplemental Term Insurance Amount will be set forth in the Application. The
Contract Holder may, subject to approval of SELIC, change the Face Amount.
The Contract Holder must request the change by notifying SELIC in writing,
and SELIC reserves the right to require satisfactory evidence of
insurability, which may include a medical examination.  If SELIC approves
the change, it will take effect on the next Contract Anniversary which is at
least 30 days after all the required information has been provided to SELIC.
A partial withdrawal may also reduce the Face Amount under a Contract. (see
"The Contract -- Surrender and Partial Withdrawal")  Decreases in Face
Amount cannot reduce the Total Insurance Coverage to less than the Minimum
Insurance Coverage.  No such change will be effective if the Insured dies
before the date of such change.  SELIC reserves the right not to effect a
requested change in Face Amount if the change would result in the Contract not
satisfying the requirements of the Internal Revenue Code of 1986, as amended.
The Net Cash Value immediately following the increase in Face Amount must be
sufficient to cover Monthly Charges to be deducted on the next Monthiversary.
If Net Cash Value will not be sufficient, an additional Premium will be
necessary before the increase in Face Amount will be effected.

If the Face Amount is decreased, and the Contract's Face Amount before the
change in Death Benefit Option reflects previous Face Amount increases, then
the Face Amount reduction will result first in the reduction in the Initial
Face Amount, and then to each Face Amount increase in order, starting with
the first increase.

A decrease in the Face Amount of the Contract will also result in a
recalculation of the Target Premium, and generally will decrease the Target
Premium for future Contract Years.

Additional insurance coverage may be available under one or more riders to
the Contract, including a Supplemental Term Insurance Rider.  (See Appendix
B - "Supplemental Term Insurance Rider".)  Under certain circumstances,
SELIC may offer Contracts through

                                    -34-
<PAGE> 36
which insurance coverage is provided primarily through the Supplemental Term
Insurance Rider.  Because insurance coverage under such riders may be
purchased through deductions from Available Divisions and/or the Fixed Fund
that are not taken into account in determining Target Premium, there may not
be additional Premium Load associated with this coverage.  There may be
circumstances in which it will be to the Contract Holder's economic advantage
to include a significant portion or percentage of coverage under the
Supplemental Term Insurance Rider.  These circumstances depend on many
factors, including the Premium levels and amount and duration of coverage, as
well as the age (and, where applicable, sex, smoker status, and/or risk
classification) of the Insured. As discussed above, SELIC reserves the right
to refund promptly certain Premium amounts paid during the first Contract Year
in excess of Planned Renewal Premium amounts.  (See "Premiums")  In such
cases, SELIC will generally agree to accept such Premium amounts provided that
the Contract Holder elects to convert a portion of the Face Amount, as
determined by SELIC, to coverage under a Supplemental Term Insurance Rider.
Contract Holders should contact their agent for additional information.

A change in Face Amount may have Federal income tax consequences.  (See
"Federal Income Tax Considerations").

Payment of Death Benefit:  The amount of any Death Benefit payable is
adjusted as follows:

(1)   by deducting the amount of any unpaid Monthly Charges against the
      Insurance Account  Value to the date of death (See "Charges and
      Deductions");

(2)   by deducting the amount of any Contract Loans outstanding against the
      Insurance Account Value on the date of death plus accrued but
      unpaid interest on such Contract Loans on the date of death (See
      "Contract Loan Privileges"); and

(3)   by deducting the amount of any unpaid charges provided by rider.

The Death Benefit will usually be paid in a lump sum within seven (7) days
of the date due proof of the Insured's death is received by SELIC at its
Home Office and any other requirements are satisfied.  Payment of any amount
of Death Benefit based upon the Separate Account may be delayed, however,
during any period that:

(1)   The New York Stock Exchange (or its successor) is closed, except for
      normal weekend or holiday closings, or trading is restricted; or

(2)   The SEC determines that a state of emergency exists.

Settlement of any amounts not based upon the Separate Account will be made
not more than six (6) months after due proof of death is received.  Interest
on Death Benefits will be

                                    -35-
<PAGE> 37
credited as prescribed by law.  Payment of a Death Benefit may be deferred by
a separate written agreement between SELIC and the Contract Holder or
Beneficiary, subject to SELIC's approval.  In such cases, the interest that
will be credited will be at least one percent (1%) per annum.

Beneficiary:  The Contract Holder may name or change the Beneficiary by
sending written notice to SELIC.  A Beneficiary may be revocable or
irrevocable.  An irrevocable Beneficiary may not be changed without his or
her consent, and consent is also required prior to the Contract Holder's
exercise of certain other rights.  There may be different classes of
Beneficiaries, such as primary and secondary.  These classes set the order
of payments.  There may be more than one Beneficiary in a class.  The
Beneficiary designation in effect on the Issue Date is stated in the
Contract Application and in any related documents which are attached to and
made a part of the Contract.


CHARGES AND DEDUCTIONS

Certain charges will be deducted by SELIC from Premiums and from Insurance
Account Value as compensation for providing the insurance benefits under the
Contract, for administering the Contract, for assuming certain risks, and
for incurring certain expenses in distributing the Contract.  A prospective
purchaser may request personalized hypothetical illustrations of the
Contract's Insurance Account Value and Death Benefits.  Such hypothetical
illustrations will reflect the effect of the charges and deductions under the
Contract and may assist a prospective purchaser in understanding the operation
of the Contract.

Premium Load

Before crediting a Premium to the Available Divisions and/or the Fixed Fund,
a Premium Load, consisting of a Distribution Charge, a DAC Tax charge and a
Premium Tax Charge, is deducted from that Premium.  Premium Load is
expressed as a percentage of Premium; the percentage depends upon whether
the Premium is Target Premium or Excess Premium, on the Contract Year during
which the Premium is paid, and on the Issue Age of the Insured.

Distribution Charge:  The Distribution Charge, which is a sales load, is
comprised of a Premium Expense Load and a Commission Charge.

The Premium Expense Load will be deducted from each Premium and will equal a
percentage of the Premium.  The percentage will be determined based on the
sum of the Initial Premiums for all Contracts in a Case, in accordance with
the following table:

                                    -36-
<PAGE> 38

<TABLE>
<CAPTION>
      Sum of the Initial Premiums
      of All Contracts in the Case            Premium Expense Load
      ----------------------------            --------------------

<S>                                                <C>
      Less than $250,000                              2.00%
      $250,000 - $999,999                             1.50%
      $1,000,000 and more                             1.25%
</TABLE>

A Commission Charge will be deducted from Premiums paid in each Contract
Year up to the Target Premium amount.  There is no Commission Charge on any
Excess Premium amount paid during a Contract Year.  The Commission Charge on
Premiums paid in a Contract Year up to the Target Premium amount is  based
upon the Issue Age of the Insured and the Contract Year as follows:

<TABLE>
                       Commission Charges During Contract Year
                       ---------------------------------------

<CAPTION>
                                        Commission Charge
               -------------------------------------------------------------------
   For            Contract Year          Contract Years          Contract Years
Issue Ages              1                     2-10                    11-15
- ----------              -                     ----                    -----
<S>                <C>                      <C>                     <C>
 20 - 51             28.00%                   8.00%                   6.00%
 52 - 59             28.00%                   6.33%                   4.00%
 60 - 67             28.00%                   4.66%                   4.00%
 68 - 80             19.00%                   4.00%                   4.00%
 81 - 85             13.00%                   4.00%                   4.00%
</TABLE>

For all Issue Ages the Commission Charge will be 2% for Year 16+.

For Single Premium Payments, the maximum Commission Charge will be 6% of
Premium paid.  Single Premium Payments are the excess of the Premium
received in the first Contract Year over Planned Renewal Premium.  Failure
to pay Planned Renewal Premium will not automatically result in lapse of the
Contract.

The Distribution Charge is intended to compensate SELIC for its expenses in
the distribution of the Contracts, including sales commissions, printing
prospectuses, preparing sales literature and paying for other promotional
activities; to the extent that those expenses are not recovered from the
Distribution Charge, those expenses may be recovered from other sources,
including profit, if any, from the mortality and expense risk charge and
mortality gains.  In accordance with applicable SEC regulations,
Distribution Charge amounts will not exceed nine percent of the sum of the
"guideline annual premiums" that would be paid during the period equal to
the lesser of 20 years or the anticipated life expectancy of the Insured
based on the 1980 Commissioners Standard Ordinary Mortality Table, as
defined in such regulations.

                                    -37-
<PAGE> 39

For modifications to this section for Joint Insureds, see Appendix B --
"Joint and Last Survivor Rider."  For modifications to this section with the
addition of a Term Rider, see Appendix B -- "Supplemental Term Rider
Insurance."

Premium Tax Charge:  SELIC also deducts from each Premium a Premium Tax
Charge approximately equal to the taxes that are based on such Premium
received under the Contract and that are imposed on SELIC by the state in
which the Contract Holder resides or by the state in which the Insured
resides.  In general, for Cases with one Contract Holder and with less than
500 Contracts, this charge will be determined as to any Contract in
accordance with the law of the state in which the Contract Holder resides.
For Cases with a greater number of Insureds and one Contract Holder, the
amount of the charge as to any Contract will be determined in accordance
with the law of the state in which the Insured resides.  State premium tax
rates currently range from .75% to 5.00%.

DAC Tax Charge: SELIC also deducts from each Premium a charge for federal
income taxes, equal to 1%, which compensates SELIC for an increased federal
tax burden resulting from the receipt of Premiums under Section 848 of the
Internal Revenue Code as enacted by the Omnibus Budget Reconciliation Act of
1990.  This charge for federal income taxes is reasonable in relation to
SELIC's increased federal tax burden under Section 848 resulting from the
receipt of Premiums under the Contracts.

Daily Charges

Mortality and Expense Risk Charge:  Each Division of the Separate Account is
assessed a Mortality and Expense Risk Charge, which will never exceed an
annual effective rate of 0.50% of the Contract's Separate Account Value
attributable to that Division. Currently, the amount of this charge is an
annual effective rate of 0.35% of the Separate Account Value, which is
equivalent to 0.000957233% of the Separate Account Value attributable to the
Division on a daily basis.

The charge, which is designed to compensate SELIC for the mortality and
expense risks it assumes under the Contract, is deducted on a daily basis
from the Separate Account's assets.

The mortality risk assumed by SELIC under the Contract is that Insureds may,
on average, live for shorter periods of time than estimated and therefore
that the Cost of Insurance Charges specified in the Contract will be
insufficient to meet actual claims.  The expense risk assumed by SELIC under
the Contract is the risk that other expenses of issuing and administering
the Contract and operating the Separate Account will be greater than the
charges imposed under the Contract to cover such expenses.  If the money
collected from the Mortality and Expense Risk Charge is not needed to cover
these risks, it will be SELIC's gain and will be used for any proper
purpose.  Conversely, if the money collected is insufficient to cover these
risks, SELIC will absorb any loss.

                                    -38-
<PAGE> 40

Monthly Charges

As of the Contract Date and on each Monthiversary thereafter, Monthly
Charges will be deducted from each Available Division and the Fixed Fund.
Monthly Charges consist of the Administration Charge, the Cost of Insurance
Charge, charges for additional benefits provided by Contract rider, and
charges for Special Insurance Class Rating, if any.   These charges will be
deducted from each Available Division and the Fixed Fund in proportion to
the Insurance Account Value attributable to each Available Division and the
Fixed Fund.

Administration Charge:  On each Monthiversary, a charge is deducted to
compensate SELIC for administrative expenses.  The current amount of this
charge is $4.50 per month per Contract.  This charge may change, but is
guaranteed not to exceed $8.00 per month per Contract.  The Administration
Charge is assessed to reimburse SELIC for the expenses associated with the
administration and maintenance of the Contract and the Separate Account. SELIC
does not expect to profit from this charge.

Cost of Insurance Charge:  A deduction for SELIC's cost of insurance
protection is made on each Monthiversary and, unless otherwise specified by
the Contract Holder, will be based on unisex and unismoke rates. The cost of
insurance rates generally increase as the Insured's Attained Age increases.
SELIC also offers rates, upon a Contract Holder's request, that vary based
on the sex  (except Contracts sold in Montana; See "Unisex Requirements
Under Montana Law") and smoker class of the Insured. However, any variation
by sex and/or smoker class must be applied on a consistent basis for all
Contracts in the applicable Case.

The Cost of Insurance Charge is determined by multiplying the applicable
cost of insurance rate by the Net Amount at Risk each Contract Month. Any
change in the Net Amount at Risk will affect the total Cost of Insurance
Charges deducted from the applicable Insurance Account Value. Since the Net
Amount at Risk may not be constant, the charge could vary monthly.

The guaranteed cost of insurance rates will not be greater than the
guaranteed maximum cost of insurance rates set forth in the Contract.  Those
rates, as well as the rates used for Federal income tax purposes, are based
on the 1980 Commissioners Standard Ordinary (CSO) Mortality Tables, Age
Nearest Birthday that correspond to the applicable sex and smoker blend
under the Contract.  Current Cost of Insurance Charges may be lower and may
be changed.  The current Cost of Insurance Charges for the Contract Year are
shown in the Contract Holder's annual statement.

SELIC may offer insurance coverage up to $1 million on a guaranteed issue or
simplified issue basis under Contracts that meet all the following
requirements:

1)    The Case to which the Contract belongs has at least 25 Insureds;

                                    -39-
<PAGE> 41

2)    Each Insured under the Contracts in the applicable Case must at the
      time of issue be actively at work for a common Employer for a
      minimum of 1,000 hours annually;

3)    100% of "eligible persons", defined in a manner acceptable to SELIC,
      must be named as an Insured under the applicable Case;

4)    The Face Amount, and any Supplemental Term Insurance Amount, for each
      Contract in the applicable Case must be determined in all years by
      a formula acceptable to SELIC;

5)    The Face Amount increases, including any increases in Supplemental
      Term Insurance Amount, in any given year for any Contract in the
      applicable Case cannot exceed 10% and the cumulative increase in any
      Face Amount cannot exceed the smaller of the initial Total Insurance
      Coverage or $1,000,000;

6)    The Contract Holder, Insured and Beneficiary of each Contract in the
      applicable Case must be either an entity domiciled in the United
      States or a United States citizen; and

7)    The Insured under each Contract in the applicable Case must be between
      the ages of 20 and 65.

For Simplified Issue Contracts, SELIC requires that certain medical
information regarding the prospective Insured be provided in the
Application.

SELIC will also offer Contracts on a medically underwritten basis.  In these
situations, the rating of an Insured will affect the cost of insurance
rates.  SELIC will offer medically underwritten Contracts on a standard and
substandard rating basis.  Standard rates will, in general, be less than
substandard rates.
   
For Cases with applications dated prior to April 29, 1996 and issued on
a guaranteed issue or simplified issue basis the Cost of Insurance Charges
will vary only by the Attained Age of the Insured. For Cases with
applications dated on or after April 29, 1996 and issued on a guaranteed
issue basis the Cost of Insurance Charges will vary only by the Attained Age
of the Insured but for Cases issued on a simplified issue basis the Cost
of Insurance Charges will vary by the Issue Age and the number of completed
Contract Years under the Contract. For all Cases issued on a medically
underwritten basis the Cost of Insurance Charges will vary by the Issue Age
and the number of Completed Contract Years under the Contract.  In general
cost of insurance rates under Contracts that are issued on a guaranteed
issue basis will be greater than cost of insurance rates on Contracts issued
on a simplified issue basis, which will be greater than cost of insurance
rates on Contracts that are issued on a standard medically underwritten
basis.
    
                                    -40-
<PAGE> 42
SELIC may require medical underwriting for any transaction that increases
its Net Amount at Risk.  If any medical underwriting has taken place, an
Insured's rate class may affect the guaranteed and current cost of insurance
rate applicable to that Insured, but not the cost of insurance rate
applicable for Federal income tax purposes which for all Contracts will be
equal to 100% of the applicable 1980 CSO table.

Each Insured is placed in a rate class when SELIC issues a Contract, based
on the Case to which the Contract belongs and underwriting information,
including medical underwriting, if any.  When an increase in Face Amount is
requested, SELIC reserves the right (i) to accept or reject the request,
with or without obtaining additional underwriting information; and (ii) to
obtain additional underwriting information, including medical underwriting,
before approving the increase to determine whether a different rate class
would apply to the increase.  If the Insured's rate class at the time of the
increase has declined since the last change in coverage, and SELIC approves
the change in coverage, then the lower rate class will be applied to the Face
Amount increase only.  If the Insured's rate class at the time of the increase
has improved since the last change in coverage, then the improved rate class
will be applied to the Total Insurance Coverage provided under the Policy.

Additional Insurance Benefits and Special Insurance Class Ratings:  Subject
to certain requirements, one or more riders may be added to a Contract.
These riders and the charges associated therewith are described in Appendix
B to this Prospectus.  (See "Additional Provisions of the Contract -- Entire
Contract"). Deductions will be made on each Monthiversary for applicable
charges for any additional benefits provided by Contract rider.

Deductions will also be made on each Monthiversary for any applicable
Special Insurance Class Rating Charges, which are imposed under the Contract
if a Contract is issued on a substandard basis.  These charges are set forth
in the Contract.

Underwriting Charges

An Underwriting Charge of up to $100 will be deducted from the Insurance
Account Value on the Issue Date if the Contract is issued on a medically
underwritten basis.  Medically underwritten Contracts, for purposes of
deducting this charge, are all Contracts  other than those issued on a
guaranteed issue or simplified issue basis (see "Charges and Deductions --
Monthly Charges -- Cost of Insurance Charges").  SELIC also reserves the
right to deduct an Underwriting Charge of up to $100 from the Contract's
Insurance Account Value on any Monthiversary following a Contract Month in
which medical underwriting has taken place due to an increase in SELIC's Net
Amount at Risk with respect to the Contract. The Underwriting Charge is
assessed to reimburse SELIC for the expenses associated with the
underwriting of the Contract.  SELIC does not expect to profit from this
charge.

SELIC may, in its sole discretion, reduce or waive the Underwriting Charge
in connection with the purchase of Contracts sold by licensed agents of
SELIC that are also registered

                                    -41-
<PAGE> 43
representatives of selected broker-dealers or through banks that have entered
into written sales agreements with Walnut Street.  Any reduction in or waiver
of the Underwriting Charge is reflected in the Contract.

The Underwriting Charge will be deducted from the Available Divisions and
the Fixed Fund in proportion to Insurance Account Value attributable to each
Division and the Fixed Fund.

For modifications to this Section for Joint Insureds see Appendix B -- Joint
and Last Survivor Rider.

Annual Charges

On each Contract Anniversary, (i) the Insurance Account Value attributable
to the Separate Account and Fixed Fund is reduced by Contract Loan interest
due and unpaid for the previous Contract Year; and (ii) the Insurance
Account Value attributable to the Separate Account and Fixed Fund is
increased by the interest credited to the Borrowed Fund during the previous
Contract Year.  The net result is that if Contract Loan interest is not paid
when due, then on the Contract Anniversary, the Insurance Account Value
attributable to the Separate Account and Fixed Fund will be reduced by the
difference between the Contract Loan interest due and unpaid for the
previous Contract Year, and the interest credited to the Borrowed Fund
during the previous Contract Year.

Other Charges

Taxes and Other Governmental Charges:  SELIC does not currently make any
charges against the Divisions of the Separate Account for Federal, state or
local taxes attributable to them.  However, SELIC may in the future impose
such a charge to provide for any tax liability of the Separate Account.

Fees and Expenses of Underlying Portfolios:  The value of an Accumulation
Unit of each Separate Account Division that invests in shares or interests
of an Underlying Portfolio will reflect the expenses incurred by that
Underlying Portfolio.  The Underlying Portfolio's expenses will include its
investment management fee and its operating expenses.  The management fees
and operating expenses of each Underlying Portfolio are set forth in the
accompanying prospectus for such underlying Portfolio.

Illustrative Report Fee:  At the Contract Holder's request, SELIC will
provide an illustrative report in addition to the reports it customarily
provides.  Depending upon the type and complexity of the requested report,
SELIC may charge a reasonable fee not to exceed $50.00 per report.  (See
"Records and Reports")  This fee must be paid by the Contract Holder
separately, and will not be considered a Premium payment.

                                    -42-
<PAGE> 44
                             TERMINATION

The Contract terminates on the earliest to occur of the following:

(1)   the end of the Grace Period following any Monthiversary in which the
      Net Cash Value for the Contract is insufficient to pay the Monthly
      Charges (See "Termination for Insufficient Net Cash Value", below);
      or

(2)   the surrender of the Contract by the Contract Holder; or

(3)   the Maturity Date of the Contract; or

(4)   the fulfillment of all of SELIC's obligations under the Contract.

Maturity Date

No insurance coverage will be effective on or after the Maturity Date, which
is the Contract Anniversary on which the Insured reaches Attained Age 100.
If the Insured is living and the Contract is in force on the Maturity Date,
the Net Cash Value will be paid to the Contract Holder, the Contract will
terminate, and the liability of SELIC under the Contract will cease.

For modifications to this Section for Joint Insureds see Appendix B -- Joint
and Last Survivor Rider.

Termination for Insufficient Net Cash Value

A Contract will not terminate automatically for failure to pay a subsequent
Premium.  However, if the Net Cash Value is not sufficient to cover the
Monthly Charges due with respect to a Contract on any Monthiversary, then
the Grace Period begins.  This Grace Period begins on the Monthiversary on
which the Monthly Charges are due.  The Grace Period ends 61 days from that
Monthiversary or, if later, 61 days after the date SELIC mails a written
notice to the Contract Holder at the last known address shown on SELIC's
records.  This notice will state the Premium amount needed to keep the
Contract in force.  During the Grace Period, the insurance coverage under
the Contract will continue in effect.

To continue the Contract's insurance coverage in force, the Contract Holder
must make a Premium payment before the Grace Period ends at least equal to
three (3) times the Monthly Charges due when the Grace Period began, plus
Premium Load.

The Contract will terminate without value (and therefore the insurance
coverage will cease) at the end of the Grace Period if such amounts are not
paid.

                                    -43-
<PAGE> 45
Reinstatement of a Contract Terminated for Insufficient Value

A Contract that has terminated for insufficient Net Cash Value may be
reinstated within five (5) years from the date of Contract termination.  The
Contract Holder must request the reinstatement in a form acceptable to SELIC
and pay the reinstatement Premium, which must be at least equal to the
Monthly Charges due and unpaid at the time of lapse, plus three (3) times
the Monthly Charges due at the time of reinstatement, plus any applicable
Premium Load.  Medical evidence of insurability will be required for
reinstatement, and the Insured must be living on the date the reinstatement
becomes effective.

For Modification to this Section for Joint Insureds see Appendix B -- Joint
and Last Survivor Rider.


                              THE FIXED FUND

Amounts invested in the Fixed Fund become part of the general assets of
SELIC held in SELIC's General Account.  SELIC invests the assets of the
General Account in accordance with applicable state insurance laws.  Because
of exemptive and exclusionary provisions, interests in the General Account
have not been registered under the Securities Act of 1933, and the General
Account has not been registered as an investment company under the 1940 Act.
Accordingly, neither the General Account nor any interests therein are
subject to the provisions of these Acts and, as a result, the staff of the
Securities and Exchange Commission has not reviewed the disclosure in this
Prospectus relating to the General Account. The disclosure regarding the
General Account may, however, be subject to certain generally applicable
provisions of the Federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

This Prospectus describes a flexible premium variable life insurance
contract. This Prospectus, together with the accompanying prospectuses for
the Underlying Portfolios, is generally intended to serve as a disclosure
document only for the aspects of the Contract relating to the Separate
Account.  For complete details regarding the Fixed Fund, see the Contract
itself.

General Description

The General Account consists of all assets owned by SELIC, other than those
in the Separate Account and other separate accounts. Subject to applicable
law, SELIC has sole discretion over the investment of the assets of the
General Account.

The allocation of amounts to the Fixed Fund does not entitle a Contract
Holder to share in the investment experience of the General Account.
Instead, SELIC guarantees that the Insurance Account Value in the Fixed Fund
will accrue interest at a rate of at least 4%, compounded annually,
independent of the actual investment experience of the General Account.

                                    -44-
<PAGE> 46

The Borrowed Fund is also part of the General Account.  (See "The Contract
- -- Contract Loan Privilege")

Allocation of Amounts to the Fixed Fund

At Contract issue, SELIC will determine the maximum percentage of the non-
borrowed Insurance Account Value that may allocated, either initially or by
transfer, to the Fixed Fund.  This maximum percentage is set forth in the
Contract (the "maximum allocation percentage").  The ability to allocate Net
Premiums or to transfer Insurance Account Value to the Fixed Fund may not be
made available or may be limited in accordance with the terms of the Contract.
The Company may, from time to time, adjust the maximum allocation percentage.
Such adjustments may not be uniform to all Contracts.  Subject to this maximum,
a Contract Holder may elect to allocate Net Premiums to the Fixed Fund, the
Separate Account, or both. Subject to this maximum, the Contract Holder may
also transfer the Insurance Account Value from the Available Divisions of the
Separate Account to the Fixed Fund.

Fixed Fund Benefits

If the Contract Holder allocates all Net Premiums only to the Fixed Fund and
makes no transfers, partial withdrawals, or Contract Loans, the entire
investment risk under the Contract will be borne by SELIC.

Fixed Fund Insurance Account Value

Net Premiums allocated to the Fixed Fund are credited to the Insurance
Account Value. SELIC bears the full investment risk for these amounts and
guarantees that interest credited to each Contract Holder's Insurance
Account Value in the Fixed Fund will not be less than a rate of at least 4%
per year, compounded annually.  SELIC may, in its sole discretion, credit a
higher rate of interest, although it is not obligated to credit interest in
excess of 4% per year, and might not do so.  Any interest credited on the
Contract's Insurance Account Value in the Fixed Fund in excess of the
guaranteed minimum rate of 4% per year will be determined in the sole
discretion of SELIC.  The Contract Holder assumes the risk that interest
credited may not exceed the guaranteed minimum rate of 4% per year. If
excess interest is credited, a different rate of interest may be applied to
the value in the Borrowed Fund. The value in the Fixed Fund will be
calculated on each Monthiversary of the Contract.

SELIC guarantees that, on each Valuation Date, the Insurance Account Value
in the Fixed Fund will be the amount of the Net Premiums allocated or
Insurance Account Value transferred to the Fixed Fund, plus interest at the
rate of 4% per year, plus any excess interest which SELIC credits and any
amounts transferred into the Fixed Fund, less the sum of all Contract charges
allocable to the Fixed Fund and any amounts deducted from the Fixed Fund in
connection with partial withdrawals, surrender charges or transfers to the
Separate Account.

                                    -45-
<PAGE> 47

On any given day the Insurance Account Value in the Fixed Fund will be equal
to the Insurance Account Value in the Fixed Fund on the prior Valuation Day
plus:

(1)   any new Net Premium allocated to the Fixed Fund; and

(2)   any amount transferred to the Fixed Fund from an Available Division or
      the Borrowed Fund; and

(3)   any interest credited to the Fixed Fund

and less:

(1)   any amount transferred from the Fixed Fund to an Available Division or
      the Borrowed Fund; and

(2)   the Cost of Insurance Charges allocated to the Fixed Fund (deducted
      only on a Monthiversary); and

(3)   the Administration Charges allocated to the Fixed Fund (deducted only
      on a Monthiversary); and

(4)   any partial withdrawals taken from such Contract and allocated to the
      Fixed Fund; and

(5)   any charges allocated to the Fixed Fund that are deducted from the
      Insurance Account Value for benefits provided by Contract riders; and

(6)   any Underwriting Charges allocated to the Fixed Fund; and

(7)   any charges for Special Insurance Class Rating allocated to the Fixed
      Fund (deducted only on a Monthiversary); and

(8)   any other charges allocated to the Fixed Fund as stated in the
      Contract.

For more information regarding the charges and expenses deducted under the
Contract, see "Charges and Deduction".  For more information regarding the
impact that Contract Loans can have on Insurance Account Value and Net Cash
Value, see "The Contract -- Contract Loan Privilege".

                                    -46-
<PAGE> 48
Fixed Fund Transfers, Surrenders, Partial Withdrawals and Contract Loans

Prior to the Maturity Date, amounts may be transferred from the Fixed Fund
to the Available Divisions or partially withdrawn from the Fixed Fund.
Transfers from the Fixed Fund are subject to the following restrictions:

      (a)   The transfer must be made in the 30-day period following a
            Contract Anniversary; and

      (b)   The amount transferred in any Contract Year may be no larger
            than 25% of the Insurance Account Value in the Fixed Fund on
            the date of the transfer or withdrawal.

Contract Loans and partial withdrawals may also be made from the Contract's
Insurance Account Value in the Fixed Fund, subject to the conditions and
restrictions on Contract Loans and partial withdrawals described above. (See
"The Contract -- Contract Loan Privilege" and "The Contract -- Surrender and
Partial Withdrawal").

Transfers, surrenders, and partial withdrawals payable from the Fixed Fund
and the payment of Contract Loans allocated to the Fixed Fund may be delayed
for up to six months. However, if payment is deferred for 30 days or more,
SELIC will pay interest at the rate of 2.5% per year for the period of the
deferment. Amounts from the Fixed Fund used to pay Premiums on Contracts
with SELIC will not be delayed.

                    FEDERAL INCOME TAX CONSIDERATIONS

The following summary provides a general description of the Federal income
tax considerations associated with the Contracts and does not purport to be
complete or to cover all situations.  This discussion is not intended as tax
advice.  Counsel or other competent tax advisers should be consulted for
more complete information.  This discussion is based upon SELIC's
understanding of the present Federal income tax laws as they are currently
interpreted by the Internal Revenue Service ("Service").  No representation
is made as to the likelihood of continuation of the present Federal income
tax laws or of the current interpretations by the Service.

1.    Tax Status of the Contract:  Section 7702 of the Internal Revenue Code
      of 1986, as amended (the "Code") sets forth a definition of a life
      insurance contract for Federal tax purposes.  The Section 7702
      definition can be met if a life insurance contract satisfies either
      one of two tests set forth in that section.  The manner in which
      these tests should be applied to certain features of the Contract
      is not directly addressed by Section 7702 or proposed regulations
      issued under that section.  The presence of these Contract
      features, the absence of final regulations, and lack of other
      pertinent interpretations of

                                    -47-
<PAGE> 49
      Section 7702, thus creates some uncertainty about the application of
      Section 7702 to the Contract.

      Nevertheless, SELIC believes that the Contract generally qualifies as
      a life insurance contract for federal tax purposes.  Because of
      the absence of final regulations or any other pertinent
      interpretations, it, however, is unclear whether a Contract with a
      joint and last survivor or a term rider added will, in all cases,
      meet the statutory life insurance contract definition.  If a
      Contract were determined not to be a life insurance contract for
      purposes of Section 7702, such contract would not provide most of
      the tax advantages normally provided by a life insurance contract.

      If it is subsequently determined that a Contract does not satisfy
      Section 7702, SELIC will take whatever steps it deems are
      appropriate and reasonable to cause a Contract to comply with
      Section 7702.  For these reasons, SELIC reserves the right to
      modify the Contract as necessary to attempt to qualify a Contract
      as a life insurance contract under Section 7702.

      Section 817(h) of the Code requires the investments of the Separate
      Accounts to be "adequately diversified" in accordance with
      Treasury Regulations for the Contract to qualify as a life
      insurance contract under Section 7702 of the Code.  Failure to
      comply with the diversification requirements may result in not
      treating the Contract as life insurance.  If the Contract does not
      qualify as life insurance you may be subject to immediate taxation
      on the incremental increases in Insurance Account Value of the
      Contract.  Regulations specifying the diversification requirements
      have been issued by the Department of Treasury, and SELIC believes
      it complies fully with such requirements.  In connection with the
      issuance of the diversification regulations, the Treasury
      Department stated that it anticipates the issuance of regulations
      or rulings prescribing the circumstances in which an owner's
      control of the investments of a separate account may cause the
      contract owner rather than the insurance company, to be treated as
      the owner of the assets in the separate account. If a Contract
      Holder is considered the owner of the assets of the Separate
      Account, income and gains from the Account would be included in the
      Holder's gross income.

      Though no Regulations on the subject of an owner's control of the
      investments of a separate account have been issued since the
      Regulations specifying the diversification requirements were
      issued, informal guidance is available from certain private letter
      rulings issued by the Internal Revenue Service to individual
      taxpayers.  The ownership rights under the Contract are different
      in certain respects from, those described by the Internal Revenue
      Service in rulings in which it determined the owners were not
      owners of separate account assets.  For example, a Contract Holder
      has additional flexibility in allocating premium payments and cash
      values.  These differences could result in the Contract Holder
      being treated as the owner of a pro rata share of the assets of the
      Separate Accounts.  In addition, SELIC does not know what standards will
      be set forth

                                    -48-
<PAGE> 50
      in any regulations or additional rulings which the Treasury might issue.
      SELIC therefore reserves the right to modify the Contract as necessary
      to attempt to prevent the Contract Holder from being considered the
      owner of a pro rata portion of the assets of the Separate Accounts or to
      otherwise qualify the Contract for favorable tax treatment.

      The following discussion assumes that each Contract will qualify as a
      life insurance contract for Federal income tax purposes.

2.    Tax Treatment of Contract Benefits:  SELIC believes the death benefit
      under the Contract should generally be excludable from the gross
      income of the Beneficiaries under Section 101(a)(1) of the Code.

      Many changes or transactions involving a Contract  may have tax
      consequences, depending on the circumstances.  Such changes
      include but are not limited to the exchange of the Contract, a
      change in a Contract's Face Amount, a change of ownership, the
      payment of a subsequent premium, a partial withdrawal from a
      Contract, a complete surrender of a Contract, an assignment, a
      Contract Loan, or a Contract lapse with an outstanding Contract
      Loan.  In addition, Federal estate and state and local estate,
      inheritance, and other tax consequences of ownership or receipt of
      Contract proceeds depend on the circumstance of each Contract
      Holder or Beneficiary.  A competent tax adviser should be consulted
      for further information.

      Generally, the Contract Holder will not be deemed to be in
      constructive receipt of the Insurance Account Value including
      increments thereof, under the Contract until there is a
      distribution.  The tax consequences of distributions from, and
      loans taken from or secured by, the Contract(s) should generally
      be determined on a Contract by Contract basis.  (See "Multiple
      Contracts," below.)

      Such tax consequences further depend on whether the Contract from
      which the distribution is made or Contract Loan is taken is
      classified as a "modified endowment contract" under Section 7702A.
      However, upon a complete surrender or lapse of any Contract, if the
      amount received plus the amount of Indebtedness exceeds the total
      investment in the Contract, the excess will generally be treated as
      ordinary income subject to tax.

3.    Modified Endowment Contracts:  A Contract may be treated as a modified
      endowment contract depending upon the amount of premiums paid in
      relation to the death benefit provided in respect of such Contract.
      The premium limitation rules for determining whether a Contract is
      a modified endowment contract are complex.  In general, a Contract
      will be a modified endowment contract if the accumulated premiums
      paid at any time during the first seven years after the Contract is
      established exceeds the sum of the net level premiums which would have
      been paid on or before

                                    -49-
<PAGE> 51
      such time if the future benefits provided in respect of the
      Contract were deemed to be paid-up after the payment of seven level
      annual premiums.

      In addition, if the benefits or rights associated with a Contract are
      "materially changed," it may cause such Contract to be treated as
      a modified endowment contract.  The material change rules for
      determining whether a Contract is a modified endowment contract are
      also complex.  In general, however, the determination of whether a
      Contract will be a modified endowment contract after a material
      change generally depends upon the relationship among the death
      benefit associated with the Contract at the time of such change,
      the Insurance Account Value at the time of the change and the
      additional premiums paid in respect of the Contract during the
      seven years starting with the date on which the material change
      occurs.  Moreover, a life insurance contract received in exchange
      for a life insurance contract classified as a modified endowment
      contract will also be treated as a modified endowment contract.

      (a)   Distributions from Contracts Classified as Modified Endowment
            Contracts:  Contracts classified as modified endowment contracts
            will be subject to the following tax rules:  First, all
            distributions, including distributions upon lapse or surrender,
            from such a Contract are treated as ordinary income subject to tax
            up to the amount equal to the excess (if any) of the Insurance
            Account Value of the Contract immediately before the distribution
            over the investment in the Contract (described below) at such time.
            Second, loans taken from or secured by, the Insurance Account Value
            of such a Contract, as well as due but unpaid interest thereon, are
            treated as distributions from such Contract and taxed accordingly.
            Third, a 10 percent additional income tax is imposed on the portion
            of any distribution from, or loan taken from or secured by, such a
            Contract that is included in income except where the distribution
            or loan is made on or after the taxpayer attains age 59 1/2, is
            attributable to the taxpayer's becoming disabled, or is part of a
            series of substantially equal periodic payments for the life (or
            life expectancy) of the taxpayer or the joint lives (or joint life
            expectancies) of the taxpayer and the taxpayer's Beneficiary.
            Contract Holders that are not natural persons are unlikely to meet
            these exceptions.

            If a Contract becomes a modified endowment Contract after it is
            issued, distributions made during the Contract year in which it
            becomes a modified endowment Contract, distributions in any
            subsequent Contract year and distributions within two years before
            the Contract becomes a modified endowment Contract will be subject
            to the tax treatment described above.  This means that a
            distribution from a Contract that is not a modified endowment
            Contract could later become taxable as a distribution from a
            modified endowment Contract.

                                    -50-
<PAGE> 52

      (b)   Distributions From Contracts Not Classified as Modified
            Endowment Contracts: Distributions from a Contract that is not a
            modified endowment contract are generally treated as first
            recovering the investment in the Contract (described below) and
            then, only after the return of all such investment in the Contract,
            as distributing taxable income. An exception to this general rule
            may occur in the case of a decrease in the death benefit provided
            in respect of a Contract (possibly resulting from a partial
            withdrawal) or any other change that reduces benefits associated
            with the Contract in the first 15 years after the Contract is
            established and that results in a cash distribution to the Contract
            Holder in order for the Contract to continue complying with the
            Section 7702 definitional limits. Such a cash distribution will be
            taxed in whole or in part as ordinary income (to the extent of any
            gain in the Contract) under rules prescribed in Section 7702.

            Loans from, or secured by, a Contract that is not a modified
            endowment contract are generally not treated as distributions.
            Instead, such loans are generally treated as indebtedness of the
            Contract Holder. However, if the Service or a court were to deem
            the loan not 'bona fide', it is possible that the loans from the
            Contract may be treated as taxable distributions.

            Neither distributions (including distributions upon surrender or
            lapse) nor loans from, or secured by, a Contract that is not a
            modified endowment contract are subject to the 10 percent
            additional income tax.  If a Contract which is not a modified
            endowment contract subsequently becomes a modified endowment
            contract, then any distribution made from the Contract within two
            years prior to the date of such change in status may become taxable
            and subject to the 10 percent additional income tax.

      (c)   Classification of Contract:  Due to the Contract's flexibility,
            classification of a Contract as a modified endowment contract will
            depend upon the circumstances of each Contract.  SELIC has adopted
            administrative steps designed to protect a Contract Holder against
            the possibility that a Contract might become a modified endowment
            contract.  SELIC believes the safeguards are adequate for most
            situations, but it cannot provide complete assurance that a
            Contract will not be classified as a modified endowment contract.
            At the time a Net Premium is credited which (according to SELIC's
            calculations) would cause a Contract to become a modified endowment
            contract, SELIC will notify the Contract Holder that unless a
            refund of the excess Premium is requested by the Contract Holder,
            the Contract will be a modified endowment contract.  The Contract
            Holder will have 30 days after receiving such notification to
            request the refund. The excess Premium paid with 4% required annual
            interest or gain, whichever is greater, will be returned to the
            Contract Holder upon receipt by SELIC of the refund request.  The
            amount to be

                                    -51-
<PAGE> 53
            refunded will be deducted from the Insurance Account Value in the
            Available Divisions and in the Fixed Fund in the same proportion
            as the payment was allocated.

      A Contract Holder should contact a competent tax adviser before
      purchasing a Contract to determine the circumstances under which a
      Contract would be a modified endowment contract.  In addition, a
      Contract Holder should contact a competent tax adviser before
      paying any additional premiums; making any other change to,
      including an exchange of, a Contract; or making a change to the
      benefits provided under a Contract to determine whether such
      premium or change would cause the Contract (or the new contract in
      the case of an exchange) to be treated as a modified endowment
      contract.

4.    Loan Interest:  Generally, interest paid on any loan under a life
      insurance contract which is owned by an individual is not
      deductible. In addition, interest on any loan under a life insurance
      contract owned by a taxpayer and covering the life of any individual
      who is an officer of or is financially interested in the business
      carried on by that taxpayer, will not be tax deductible to the extent
      the aggregate amount of such loans with respect to contracts covering
      such individual exceeds $50,000.  No amount of contract loan interest
      is, however, deductible if the life insurance contract is deemed for
      Federal tax purposes to be a single premium life insurance contract.
      There are other limitations on the deductibility of loan interest
      including that generally no amount of loan interest can be deducted
      in respect of amounts paid or accrued on indebtedness incurred or
      continued to purchase or carry a life insurance contract pursuant to
      a plan of purchase which contemplates the direct or indirect
      borrowing of all or part of the increases in Insurance Account Value
      of the contract.  There are certain exceptions to this rule.  A
      Contract Holder should consult a competent tax adviser before
      deducting any loan interest.

5.    Investment in a Contract:  Investment in a Contract means (i) the
      aggregate amount of any premiums or other consideration paid in
      respect of a Contract, minus (ii) the aggregate amount received
      under the Contract which is excluded from gross income of the
      Contract Holder (except that the amount of any loan from, or
      secured by, a Contract that is a modified endowment contract, to
      the extent such amount is excluded from gross income, will be
      disregarded), plus (iii) the amount of any loan from or secured by
      a Contract that is a modified endowment contract to the extent
      that such amount is included in the gross income of the Contract
      Holder.

6.    Multiple Contracts:  All modified endowment contracts that are issued
      by SELIC (or its affiliates) to the same Contract Holder during
      any calendar year are treated as one modified endowment contract
      for purposes of determining the amount includible in gross income
      under section 72(e) of the Code.  In view of this rule, in the
      event that a number of Contracts are established at the same time
      or during the same calendar year, it is important to determine how
      many, if any, of the Contracts will be treated as

                                    -52-
<PAGE> 54
      modified endowment contracts.  A competent tax adviser should be
      consulted for further information.

7.    Alternative Minimum Tax:  There may also be an indirect tax upon the
      inside build-up of the Contract under the corporate alternative
      minimum tax.

8.    Other Tax Consequences.  The Contract may be used in various
      arrangements, including nonqualified deferred compensation or
      salary continuance plans, split dollar insurance plans, executive
      bonus plans, tax exempt and nonexempt welfare benefit plans,
      retiree medical benefit plans and others.  The tax consequences of
      such plans may vary depending on the facts and circumstances of
      each individual arrangement.  Therefore, if you are contemplating
      the use of the Contract in any arrangement the value of which
      depends in part on its tax consequences, you should be sure to
      consult a qualified tax advisor regarding the tax attributes of the
      particular arrangement and the suitability of this product for the
      arrangement.

9.    Possible Charge for Taxes:  SELIC is presently taxed as a life
      insurance company and does not incur federal income tax
      liability, or state or local tax liability, attributable to
      investment income or capital gains of the Separate Account.  Based
      on these assumptions, no charge is currently being made to the
      Separate Account for federal income taxes, or state or local
      taxes.  However, SELIC may in the future impose such a charge if
      (i) the tax treatment of SELIC is ultimately determined to be
      other than what SELIC believes it to be, (ii) there are changes
      made in the income tax treatment, or state or local tax treatment,
      of variable life insurance at the company level, or of the
      separate accounts, or (iii) there is a change in SELIC's status.
      Any such charge would be designed to cover the taxes attributable to the
      investment results of the Separate Accounts.


                 ADDITIONAL PROVISIONS OF THE CONTRACT

Addition, Deletion, or Substitution of Investments

SELIC reserves the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares that are held
by the Separate Account or that the Separate Account may purchase.  SELIC
reserves the right to eliminate the shares of any of the Underlying
Portfolios and to substitute the shares of another registered open-end
investment company if the shares of an Underlying Portfolio are no longer
available for investment or if, in SELIC's judgment, further investment in
any Underlying Portfolio becomes inappropriate in view of the purposes of
the Separate Account.  SELIC will not substitute any shares attributable to
a Contract Holder's interest in a Division of a Separate Account without
notice to the Contract Holder and prior approval of the SEC, to the extent
required by the 1940 Act or other applicable law.  Nothing contained in this
Prospectus shall prevent the Separate

                                    -53-
<PAGE> 55
Account from purchasing other securities for other series or classes of
contracts, or from permitting a conversion between series or classes of
contracts on the basis of requests made by Contract Holders.

The participation agreements pursuant to which Underlying Portfolios sell
shares to the Separate Account can be terminated by the Underlying Portfolio
or by SELIC under a variety of circumstances, with or without cause.

SELIC also reserves the right to establish additional Divisions of the
Separate Account, each of which would invest in a new investment company,
with a specified investment objective.  New Divisions may be established
when, in the sole discretion of SELIC, marketing needs or investment
conditions warrant, and any new Division will be made available to existing
Contract Holders on a basis to be determined by SELIC.  SELIC may also
eliminate or combine one or more Divisions, substitute one Division for
another Division, or transfer assets between Divisions, if, in its sole
discretion, marketing, tax, or investment conditions warrant; such changes
will not occur without notice to the Contract Holder and prior approval of
the SEC, to the extent required by the 1940 Act or other applicable law.

In the event of a substitution or change, SELIC may, if it considers it
necessary, make changes in the Contract by appropriate endorsement.  SELIC
will notify Contract Holders of any such changes.

If deemed by SELIC to be in the best interests of persons having voting
rights under the Contracts, and to the extent any necessary SEC approvals or
Contract Holder votes are obtained, the Separate Account may be: (a)
operated as a management company under the 1940 Act; (b) de-registered under
that Act in the event such registration is no longer required; or (c) combined
with other separate accounts of SELIC.  To the extent permitted by applicable
law, SELIC may also transfer the assets of the Separate Account associated
with the Contract to another separate account.

Also, subject to the approval of the New York Superintendent of Insurance,
SELIC has the right to change the investment policy of any Separate Account
Division.  If required, the process for obtaining approval of a material
change from the New York Superintendent of Insurance will be filed with the
insurance supervisory official of the Governing Jurisdiction.  SELIC will
notify the Contract Holder if any material change of investment policy is
approved.

Incontestability

SELIC must bring any legal action to contest the validity of any insurance
coverage under the Contract within two years from the applicable Issue Date
of the Contract, or from the effective date of any change in coverage
requiring medical evidence of insurability, as applicable.

                                    -54-
<PAGE> 56

Conversion Rights

Once the Contract is issued and as long as the Contract is in force, a
Contract Holder may during the first 24 months, transfer all of the
Insurance Account Value into the Separate Account and receive fixed and
guaranteed benefits under the Contract.  Once this right is exercised, no
transfers out of the Fixed Fund will be allowed and all Net Premiums paid
after the election will be allocated to the Fixed Fund.  This request must
be in writing and must specifically indicate that the transfer is being made
pursuant to the Conversion Right.  This transfer will not be subject to any
transfer limitations or charges.  At the time of such transfer, there will
not be any effect on this Contract's Death Benefit, Contract Loans, Face
Amount, Net Amount at Risk, Issue Age or insurance class.  All benefits
after this conversion will be based upon the Fixed Fund.

Misstatement of Age or Sex

If the age or sex of the Insured has been misstated in the Application and
the misstatement is discovered after the Insured's death, the amount of
death benefit payable by SELIC will be that which the most recent mortality
charges would have purchased for the correct age and sex.  If the Insured is
still living at the time of discovery, future amounts payable will be
adjusted based upon the correct facts.

Suicide

Subject to the insurance laws of the Governing Jurisdiction, if the Insured
commits suicide, while sane or insane, within two years from the date
coverage becomes effective with respect to such person under the Contract,
only a limited Death Benefit will be payable.  In such case, the amount of
the Death Benefit will be equal to the amount of the Net Premiums paid, less
any partial withdrawals, and less any Contract Loans and any Contract Loan
interest accrued but unpaid.

If, after the expiration of the two year period described above, the Insured
commits suicide within two years from the date of receipt of any subsequent
Premium that increases the amount of the Death Benefit, the amount of the
Death benefit attributable to such increase will be limited to a refund of
the Cost of Insurance Charges made for such increase.

Availability of Funds

Cash payments from the Contract for partial withdrawals, Contract Loans, and
surrenders will usually be made within seven days after a written request is
received at the Home Office of SELIC.  Transfers between or among Separate
Account Divisions will usually be effected on the date the transfer request
is received in good order. Payment or transfers may be delayed, however,
during any period that:

                                    -55-
<PAGE> 57


(1)   The New York Stock Exchange (or its successor) is closed for trading; or

(2)   The SEC determines that a state of emergency exists.

Payment of the portion of any amount payable from the Fixed Fund for
Contract Loans, partial withdrawals or surrender, and transfers to the
Separate Account Divisions may be delayed for not more than 6 months.  If
payment is deferred for 30 days or more, SELIC will pay interest on such
amounts at the rate of 2.5% per year for the period of deferment.

Entire Contract

The Contract is issued in consideration of the Application and the Initial
Premium.  The Contract and Application, a copy of which is attached to the
Contract, together with any Contract Schedules, any riders, and any other
related documents constitute the entire Contract.  Any waiver or change of
any provision in the Contract must be in writing and signed by an officer of
SELIC.  Additional insurance benefits may be made available under the
Contract by rider.  Any such riders selected by the Contract Holder and
agreed to by SELIC will be attached to and made a part of the Contract.

The failure of SELIC to enforce any provision of the Contract does not
constitute and cannot be construed as a waiver of such provision or of the
right to enforce it at a later time, nor does the waiver of any provision by
SELIC on one or more occasions constitute nor can it be construed as a waiver
for all occasions, and SELIC cannot be stopped from enforcing any provision of
the Contract except as may be otherwise agreed to in writing by an officer of
SELIC.

Representations in Application

SELIC deems all statements in the Application to be representations and not
warranties, and SELIC will not use any statement, in the absence of fraud,
to void the Contract or to defend a claim for the insurance benefits under
the Contract unless it is contained in the Application and a copy of the
Application is attached to the Contract on the Issue Date, or unless it is
contained in a related document and signed either by the Contract Holder or
by the proposed Insured, and a copy of such completed document is provided
to the Contract Holder on the Issue Date or on the effective date of any
change requiring evidence of insurability.

Contract Application and Contract Schedules

If any information contained in the Contract, Application, Contract
Schedules, or any other related documents for the Contract is inaccurate or
untrue on the date the Contract is issued, the Contract Holder is required
under the Contract to promptly notify SELIC and provide corrected
information.

                                    -56-
<PAGE> 58

Right to Amend Contract

If any provision in the Contract is in conflict with the laws of the
Governing Jurisdiction, the provision will be deemed to be amended to
conform with such laws.  SELIC may amend the Contract from time to time as
may be required to meet the definition of "life insurance" under the
Internal Revenue Code of 1986, as amended, or its regulations or published
rulings.

Computation of Contract Values

A detailed statement of the method used to compute the Contract's benefits
and values is filed with the insurance regulatory authority of the Governing
Jurisdiction.  These benefits and values are not less than those required by
the laws of the Governing Jurisdiction.

Claims of Creditors

The proceeds of the Contract will be free from creditors' claims to the
extent allowed by law.

Notice

Any written notice required by the Contract to be given by SELIC to the
Contract Holder will be effective five (5) days after it is mailed by first
class mail or fifteen (15) days after it is mailed by third class mail (or
when received, if sent by any other means) to the Contract Holder at the
Contract Holder's current address as noted on the records of SELIC.

Any written notice required by the Contract to be given by the Contract
Holder to SELIC will be effective when received in a form acceptable to
SELIC at its Home Office.  To be acceptable, a notice must be in written
form, in the English  language (except where applicable law requires
otherwise), must include all pertinent information, and must be signed by
the Contract Holder or an individual authorized to act for the Contract
Holder and so designated on the records of SELIC.

Assignments

Neither the Contract nor any of the rights of the Contract Holder or
Beneficiary under it may be assigned or transferred without the written
permission of SELIC.

                                    -57-
<PAGE> 59

Construction

In the event of a conflict between the Contract provisions and the
information contained in any Contract Schedule, the provisions of the
Contract will be controlling.

Severability

In the event any provision of the Contract is declared illegal or otherwise
unenforceable, it will be severed from the Contract and the remainder of the
Contract will be valid and enforceable.

State Variations

Certain Contract features, including the "Free Look" provision, are subject
to state variations.  The Contract Holder should read his or her Contract
carefully to determine whether any variations apply in the state in which
the Contract is issued.


                UNISEX REQUIREMENTS UNDER MONTANA LAW

The state of Montana generally prohibits the use of actuarial tables that
distinguish between men and women in determining premiums and policy
benefits for policies issued on the lives of its residents.  Therefore, all
Contracts offered by this Prospectus and issued for delivery in Montana will
have premiums and benefits which are based on actuarial tables that do not
differentiate on the basis of sex.

                            RECORDS AND REPORTS

All records and accounts relating to the Separate Account Divisions will be
maintained by SELIC.  Each year within 30 days after the Contract
Anniversary, SELIC will mail a report to the Contract Holder.  The report
will show the Insurance Account Value at the beginning of the previous
Contract Year and all Premiums paid since that time.  It will also show the
additions to, and deductions from, the Insurance Account Value during the
Contract Year, and the Insurance Account Value, Death Benefit, Net Cash
Value, any outstanding Contract Loan amount and accrued Contract Loan
interest as of the current Contract Anniversary.  The report will also
include any additional information required by applicable law or regulation.
SELIC also will mail the Contract Holder any other reports or documents
required by applicable law or regulation.

In addition to the periodic reports, the Contract Holder may request an
illustrative report showing projected Contract values.  There may be a
charge for providing an illustrative report. (See "Charges and Deductions")

                                    -58-
<PAGE> 60

                         SALE OF THE CONTRACT

The Contract will be sold by individuals who, in addition to being licensed
as life insurance agents for SELIC, are also registered representatives of
Walnut Street Securities, Inc. ("Walnut Street"), the distributors of the
Contract, or of broker-dealers or through banks who have entered into
written sales agreements with Walnut Street.  Walnut Street was incorporated
under the laws of Missouri in 1984 and is a wholly-owned subsidiary of
General American Holding Company, which, in turn, is a wholly-owned
subsidiary of General American Life Insurance Company.  Walnut Street is
registered with the SEC as a broker-dealer under the Securities Exchange Act
of 1934 and is a member of the National Association of Securities Dealers,
Inc.  No director or officer of Walnut Street owns any interest in the
Separate Account.

SELIC will pay writing agent compensation equal to the Commission Charge in
connection with the Contract Holder's purchase of the Contract plus a
maximum of 22% of Target Premium and a maximum of 5% of any Excess Premium.

                              VOTING RIGHTS

To the extent required by law, the Company will vote shares of the
Underlying Portfolios held in the Separate Account at regular or special
shareholder meetings of the Underlying Portfolios in accordance with
instructions received from persons having voting interests in the
corresponding Divisions of the Separate Account. If, however, the 1940 Act
or any regulation thereunder should be amended or if the present interpretation
thereof should change, and as a result the Company determines that it is
permitted to vote shares of the Underlying Portfolios in its own right, it may
elect to do so.

The number of votes that a Contract Holder has the right to instruct will be
calculated separately for each Division. Voting rights reflect the dollar
value of the total number of units of each Division of the Separate Account
credited to the Contract Holder at the record date rather than the number of
units alone. Fractional shares will be counted. The number of votes of an
Underlying Portfolio that the Contract Holder has the right to instruct will
be determined as of the date established by that Underlying Portfolio for
determining eligibility to vote at the meetings of the Underlying Portfolio.
Voting instructions will be solicited by written communications prior to
such meeting in accordance with procedures established by the Underlying
Portfolio.

The Company will vote shares as to which no timely instructions are received
in proportion to the voting instructions which are received with respect to
the contracts participating in that Underlying Portfolio. The Company will
also vote shares it owns that are not attributable to contracts in the same
proportion.

                                    -59-
<PAGE> 61

Each person having a voting interest in a Division will receive proxy
material, reports, and other materials relating to the appropriate
Underlying Portfolio.

Disregard of Voting Instructions:  The Company may, when required by state
insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
sub-classification, or investment objective of an Underlying Portfolio, or
one or more of its Series, or to approve or disapprove an investment
advisory contract for an Underlying Portfolio.  In addition, the Company
itself may disregard voting instructions in favor of changes proposed by a
Contract Holder in the investment advisory agreement or the investment
adviser of an Underlying Portfolio if the Company reasonably disapproves of
such changes. A proposed change would be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory
authorities, or the Company determines that the change would have an adverse
effect on its General Account in that the proposed investment advisory
contract for an Underlying Portfolio may result in overly speculative or
unsound investments. In the event the Company does disregard voting
instructions, a summary of that action and the reasons for such action will
be included in the next annual report to Contract Holders.

                    STATE REGULATION OF THE COMPANY

The Company, a stock life insurance company organized under the laws of New
York, is subject to regulation by the New York Department of Insurance. An
annual statement is filed with the Superintendent of Insurance on or before
March 1st of each year covering the operations and reporting on the financial
condition of the Company as of December 31 of the preceding year.
Periodically, the Superintendent of Insurance examines the liabilities and
reserves of the Company and the Separate Account and certifies their adequacy,
and a full examination of the Company's operations is conducted by the
National Association of Insurance Commissioners at least once every three
years.

In addition, the Company is subject to the insurance laws and regulations of
other states within which it is licensed or may become licensed to operate.
Generally, the insurance departments of other states apply the laws of the
state of domicile in determining permissible investments.

                                    -60-
<PAGE> 62

                         MANAGEMENT OF THE COMPANY


<TABLE>
                 BOARD OF DIRECTORS AND PRINCIPAL OFFICERS

<CAPTION>
Name                                             Principal Occupation(s) During Past Five Years
<S>                                              <C>
Willard N. Archie                                SELIC Director; Vice Chairman, Mitchell, Titus &
Vice Chairman                                    Company (CPA management consulting firm). Prior
Mitchell, Titus & Company                        to January 1996, Managing partner, Mitchell, Titus &
One Battery Park Plaza                           Company.
New York, NY  10004-1461

Carson E. Beadle,                                SELIC Director; Managing Director, William M.
Managing Director                                Mercer Inc. (actuarial, employee benefits,
William M. Mercer, Inc.                          compensation and human resources management
1166 Avenue of the Americas                      consulting firm).
New York, NY  10036

James R. Elsesser                                SELIC Director; Vice President and Chief Financial
Vice President & CFO                             Officer, Ralston Purina Company (pet food, batteries,
Ralston Purina Company                           and bread business).
Checkerboard Square
St. Louis, MO  63164

Stanley Goldstein                                SELIC Director; Partner, Goldstein, Golub, Kessler &
Goldstein, Golub, Kessler & Co.                  Company (accounting services).
1185 Sixth Avenue
New York, NY  10036

David D. Holbrook                                SELIC Director; Chairman, Marsh & McLennan,
Chairman                                         Inc. (insurance and reinsurance brokers, consulting and
Marsh & McLennan, Inc.                           investment management).
1166 Avenue of the Americas
New York, NY  10036

Richard A. Liddy                                 SELIC Director; Chairman of the Board; President and
Chairman, President and CEO                      Chief Executive Officer, General American Life
General American Life Insurance Co.              Insurance Co. (life insurance). Prior to May 1992,
700 Market Street                                President and Chief Operations Officer.
St. Louis, MO  63101


                                    -61-
<PAGE> 63
Timothy C. Nicholson                             SELIC Director; President, GenMark, Inc.
President & CEO                                  (distribution company). Prior to January, 1995, Senior
GenMark, Inc.                                    Vice President, General American Life Ins. Co.
670 Mason Ridge Center Dr., Suite 300
St. Louis, MO  63141-8557

Leonard M. Rubenstein,                           SELIC Director; Executive Vice President -
Executive Vice President - Investments           Investments, General American Life Insurance Co. (life
General American Life Insurance Co.              insurance).
700 Market Street
St. Louis, MO  63101

William C. Thater                                SELIC Director and President; Prior to June 1993,
President                                        Vice President - Individual Life, General American
Security Equity Life Insurance Co.               Life Insurance Co. (life insurance). Prior to September
84 Business Park Drive, Suite #303               1991, Adv. Sales Vice President, General American
Armonk, NY  10504                                Life Ins. Co.  Prior to January 1990, Vice President,
                                                 Marsh & McLennan (insurance and reinsurance
                                                 brokers, consulting and investment management).

H. Edwin Trusheim                                SELIC Director; Retired Chairman, General American
General American Life Insurance Co.              Life Insurance Co. (life insurance). Prior to May
700 Market Street                                1993, Chairman & CEO, General American Life Ins.
St. Louis, MO  63101                             Co.

Virginia V. Weldon, M.D.                         SELIC Director; Senior Vice President, Monsanto
Senior Vice President                            Company (chemicals diversified industry,
Monsanto Company                                 pharmaceuticals, life science products, and food
800 North Lindbergh Blvd.                        ingredients business).
St. Louis, MO  63167

Ted C. Wetterau                                  SELIC Director; Chairman and Chief Executive
Chairman and CEO                                 Officer, Wetterau & Associates, Inc. (retail and
Wetterau Associates                              wholesale grocery, manufacturing business).
1401 S. Brentwood, Suite 760
St. Louis, MO  63144

Ben H. Wolzenski,                                SELIC Director; Executive Vice President, General
Executive Vice President - Individual            American Life Insurance Co. (life insurance). Prior to
General American Life Insurance Co.              October 1991, Vice President - Individual Life
13045 Tesson Ferry Road                          Products, General American Life Ins. Co.
St. Louis, MO  63128


                                    -62-
<PAGE> 64

A. Greig Woodring                                SELIC Director; CEO & President, Reinsurance
CEO & President                                  Group of America Inc. (reinsurance). Prior
Reinsurance Group of America, Inc.               Executive Vice President - Reinsurance, General
660 Mason Ridge Center Dr., Suite 300            American Life Ins. Co.
St. Louis, MO  63141

Fabio Pieroni                                    SELIC Vice President, Treasurer & Controller; Prior
Vice President, Treasurer & Controller           to June 1993, 2nd Vice President of Finance and
Security Equity Life Insurance Co.               Administration, First UNUM Life Insurance Company.
</TABLE>

                                    -63-
<PAGE> 65

                             LEGAL MATTERS

Legal advice relating to certain matters under the federal securities laws
has been provided by Sutherland, Asbill & Brennan.

                           LEGAL PROCEEDINGS

Neither SELIC nor the Separate Account is involved in any material legal
proceedings.

                                 EXPERTS

The audited financial statements of Security Equity Life Insurance Company
and the Separate Account have been included in this Prospectus in reliance
on the reports of KPMG Peat Marwick LLP, independent certified public
accountants, and on the authority of said firm as experts in accounting and
auditing.


Actuarial matters included in this prospectus have been examined by Ralph A.
Gorter of Security Equity Life Insurance Company, whose opinion is filed as
an exhibit to the registration statement for the Contracts.

                          ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to
the Contracts.  This Prospectus does not contain all the information set
forth in the registration statement and the amendments and exhibits to the
registration statement, to all of which reference is made for further
information concerning the Separate Account, SELIC and the Contracts.
Statements contained in this Prospectus as to the contents of the Contract
and other legal instruments are summaries.  For a complete statement of the
terms thereof, reference is made to such instruments as filed.

                           FINANCIAL STATEMENTS

The financial statements of SELIC which are included in this Prospectus
should be distinguished from the financial statements of the Separate
Account, and should be considered only as bearing on the ability of SELIC to
meet its obligations under the Contract.  They should not be considered as
bearing on the investment performance of the assets held in the Separate
Account.  Financial information is not provided for thirteen of the sixteen
available Divisions of the Separate Account because no operating history
exist for those Divisions as of December 31, 1995.

                                    -64-
<PAGE> 66

                       Independent Auditors' Report
                       ----------------------------

The Board of Directors
Security Equity Life Insurance Company
   and Policyholders of Security Equity
   Life Insurance Company Separate Account 13:

We have audited the accompanying statements of net assets and liabilities,
including the schedule of investments, of the General American Money Market
Fund, Wells Fargo Nikko Asset Allocation Fund, and Fidelity Growth Fund
Divisions of Security Equity Life Insurance Company Separate Account 13 as
of December 31, 1995, and related statements of operations and changes in
net assets for the period September 1, 1995 (inception) to December 31,
1995.  These financial statements are the responsibility of Security Equity
Life Insurance Company Separate Account 13's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of investments owned at December 31,
1995 by correspondence with General American Capital Company, Wells Fargo
Nikko Investment Adviser, and Fidelity Investments.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the General American
Money Market Fund, Wells Fargo Nikko Asset Allocation Fund, and Fidelity
Growth Fund Divisions of Security Equity Life Insurance Company Separate
Account 13 as of December 31, 1995, and the results of their operations and
changes in their net assets for the period September 1, 1995 (inception) to
December 31, 1995, in conformity with generally accepted accounting
principles.





                                         KPMG Peat Marwick LLP
St. Louis, Missouri
March 22, 1996


                                    -65-
<PAGE> 67

<TABLE>
                                        SECURITY EQUITY LIFE INSURANCE COMPANY
                                                  SEPARATE ACCOUNT 13

                                       Statements of Net Assets and Liabilities

                                                   December 31, 1995

<CAPTION>

                                                                              Wells
                                                    General                   Fargo
                                                   American                   Nikko
                                                     Money                    Asset                  Fidelity
                                                    Market                  Allocation                Growth
                                                     Fund                      Fund                    Fund
                                                   Division                  Division                Division
                                                   --------                 ----------               --------

<S>                                             <C>                          <C>                     <C>
Investments, at market value                     $ 8,894,796                   4,137                   3,963
Receivable from general account                           37                     -                       -
Payable to general account                           (48,277)                    (42)                    (41)
                                                   ---------                   -----                   -----
      Total net assets                           $ 8,846,556                   4,095                   3,922
                                                   =========                   =====                   =====

Total net assets represented by -
   Variable Universal Life cash value
   invested in Separate Account                  $ 8,846,556                   4,095                   3,922
                                                   =========                   =====                   =====

Total units held in Separate Account               8,266,085                   3,253                   2,774
                                                   =========                   =====                   =====

Accumulation unit value                          $      1.07                    1.26                    1.41
                                                   =========                   =====                   =====

Cost of investments                              $ 8,877,464                   4,401                   4,104
                                                   =========                   =====                   =====


See accompanying notes to financial statements.
</TABLE>


                                    -66-
<PAGE> 68

<TABLE>
                                        SECURITY EQUITY LIFE INSURANCE COMPANY
                                                  SEPARATE ACCOUNT 13

                                               Statements of Operations

                                         Period from September 1 (inception)
                                                 to December 31, 1995

<CAPTION>

                                                                               Wells
                                                     General                   Fargo
                                                    American                   Nikko
                                                      Money                    Asset                  Fidelity
                                                     Market                  Allocation                Growth
                                                      Fund                      Fund                    Fund
                                                    Division                  Division                Division
                                                    --------                 ----------               --------

<S>                                              <C>                          <C>                     <C>
Dividend income                                     $    -                       270                      -
                                                      ------                     ---                     ---

Net realized gain on investments:
   Proceeds from sales                                 8,244                      -                       -
   Cost of investments sold                            8,217                      -                       -
                                                      ------                     ---                     ---
      Net realized gain on investments                    27                      -                       -
                                                      ------                     ---                     ---

Net unrealized gain (loss) on investments:
   Unrealized gain (loss) on investments,
     beginning of period                                 -                        -                       -
   Unrealized gain (loss) on investments,
     end of period                                    17,332                    (264)                   (141)
                                                      ------                     ---                     ---
      Net unrealized gain (loss)
         on investments                               17,332                    (264)                   (141)
                                                      ------                     ---                     ---
      Net gain (loss) on investments                  17,359                       6                    (141)

Mortality and expense charges                            910                       1                       1
                                                      ------                     ---                     ---
      Increase (decrease) in net
         assets resulting from
         operations                                 $ 16,449                       5                    (142)
                                                      ======                     ===                     ===

See accompanying notes to financial statements.
</TABLE>


                                    -67-
<PAGE> 69

<TABLE>
                                        SECURITY EQUITY LIFE INSURANCE COMPANY
                                                  SEPARATE ACCOUNT 13

                                         Statements of Changes in Net Assets

                                         Period from September 1 (inception)
                                                 to December 31, 1995

<CAPTION>

                                                                               Wells
                                                     General                   Fargo
                                                    American                   Nikko
                                                      Money                    Asset                  Fidelity
                                                     Market                  Allocation                Growth
                                                      Fund                      Fund                    Fund
                                                    Division                  Division                Division
                                                    --------                 ----------               --------

<S>                                             <C>                          <C>                     <C>
Decrease in net assets resulting
   from operations:
     Dividend income                             $     -                         270                    -
     Net realized gain on investments                     27                     -                      -
     Net unrealized gain (loss)
       on investments                                 17,332                    (264)                   (141)
                                                   ---------                   -----                   -----
      Net gain (loss) on investments                  17,359                       6                    (141)

Mortality and expense charges                            910                       1                       1
                                                   ---------                   -----                   -----
      Increase (decrease) in net
         assets resulting from
         operations                                   16,449                       5                    (142)
                                                   ---------                   -----                   -----

Capital transactions:
   Deposits in Separate Account                    9,362,425                     -                      -
   Transfers to/from Divisions                        (8,244)                  4,131                   4,104
   Policy charges                                   (524,074)                    (41)                    (40)
                                                   ---------                   -----                   -----
      Net deposits into Separate
         Account                                   8,830,107                   4,090                   4,064
                                                   ---------                   -----                   -----
      Increase in net assets                       8,846,556                   4,095                   3,922

Net assets, beginning of period                        -                         -                      -
                                                   ---------                   -----                   -----
Net assets, end of period                        $ 8,846,556                   4,095                   3,922
                                                   =========                   =====                   =====

See accompanying notes to financial statements.
</TABLE>


                                    -68-

<PAGE> 70

               SECURITY EQUITY LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT 13


                   Notes to Financial Statements

                         December 31, 1995


(1)   Organization
      ------------
      Security Equity Life Insurance Company Separate Account 13 (the
        Separate Account) commenced operations on November 15, 1994.  The
        Separate Account is registered under the Investment Company Act of
        1940 (1940 Act) as a unit investment trust. The Separate Account
        receives purchase payments from individual flexible variable life
        contracts issued by Security Equity Life Insurance Company
        (Security Equity).

      The Separate Account is divided into a number of Divisions.  Each
        Division invests in shares of an underlying portfolio available
        to policyholders as directed by the policyholders.  The portfolios
        available for investment through the Separate Account are the
        General American Money Market Fund, Fidelity Growth Fund, Fidelity
        Investment Grade Bond Fund, Fidelity Asset Manager Fund, Fidelity
        Index 500 Fund, Bankers Trust Emerging Market Fund, Bankers Trust
        Liquid Asset Fund, Bankers Trust Limited Maturity Bond Fund, Wells
        Fargo Nikko Asset Allocation Fund, and Wells Fargo Nikko U.S.
        Government Allocation Fund.  At December 31, 1995, only
        investments in the General American Money Market, Wells Fargo
        Nikko Asset Allocation, and Fidelity Growth Funds were held in the
        Separate Account for policyholders.

(2)   Significant Accounting Policies
      -------------------------------
      The following is a summary of significant accounting policies followed
        by the Separate Account in the preparation of its financial
        statements.  The policies are in conformity with generally
        accepted accounting principles.

       (a)   Investments
             -----------
             The Separate Account's investments are valued daily, based on
               the net asset value of the shares held.  The first-in, first-out
               method is used in determining the cost of shares sold on
               withdrawals by the Separate Account.  Share transactions are
               recorded on the trade date, which is the same as the settlement
               date.

       (b)   Federal Income Taxes
             --------------------
             Security Equity is taxed under federal law as a life insurance
               company.  The Separate Account is part of Security Equity's
               total operations and is not taxed separately.  Under current
               federal income tax law, no taxes are payable on investment
               income or realized capital gains from sales of investments of
               the Separate Account.  Therefore, no federal income tax expense
               has been provided.

       (c)   Dividend Reinvestment
             ---------------------
             Dividends are recorded on the ex-dividend date and immediately
               reinvested on the pay date.

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

                                                                 (Continued)

                                    -69-

<PAGE> 71

                                 2

               SECURITY EQUITY LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT 13


                   Notes to Financial Statements


 (3)  Policy Charges
      --------------
      Charges are deducted from premiums and paid to Security Equity for
        providing the insurance benefits set forth in the contracts and
        any additional benefits by rider, administering the policies,
        reimbursement of expenses incurred in distributing the policies,
        and assuming certain risks in connection with the policy.

      The premium payment, less the premium load charge, equals the net
        premium.  The premium load is deducted from the initial premium and
        from each subsequent premium paid by a policyholder, prior to
        allocation to the Separate Account.  The premium load includes a
        distribution charge, a premium tax charge, and the DAC tax charge.

        Distribution Charge:  The distribution charge is composed of a premium
        -------------------
          expense load and a commission charge.  The amount of the distribution
          charge will depend on the amount of initial premium and the sales
          commissions paid.

          Premium Expense Load:  The premium expense load will be deducted
          --------------------
            from each premium and will equal a percentage of the premium.
            The percentage will be determined based on the sum of the
            initial premiums for all policies in a case, in accordance
            with the following table:

<TABLE>
<CAPTION>
               Sum of the initial premiums
               of all contracts in the case            Premium expense load

<S>                                                         <C>
                   Less than $250,000                         2.00%
                   $250,000-$999,999                          1.50
                   $1,000,000 and more                        1.25
                                                              ====
</TABLE>

          Commission Charge:  A commission charge may be deducted from a
          -----------------
            premium.  The commission charge deducted from a premium will be
            equal to the full amount of commissions payable by Security
            Equity on the target premium.

        Premium Tax Charge:  Various states and subdivisions impose a tax on
        ------------------
          premiums received by insurance companies.  Premium taxes vary from
          state to state.  The percentage deducted from each premium varies
          based on the governing jurisdiction of the contract.

        DAC Tax Charge:  The DAC tax charge is equal to 1% of all premiums
        --------------
          paid in all contract years.

        Charges are deducted monthly from the cash value of each policy to
          compensate Security Equity for certain administrative costs, the cost
          of insurance, mortality and expense risk charge, and optional rider
          benefit charges.

          Administrative Costs:  Security Equity has responsibility for the
          --------------------
            administration of the policies and the Separate Account.  As
            reimbursement for administrative expenses related to the
            maintenance of each policy and the Separate Account, Security
            Equity assesses a monthly administrative charge against each
            policy.  This monthly charge is $4.50 per policy.  This cost
            may change, but is guaranteed not to exceed $8.00 per month per
            policy.

          Cost of Insurance:  The cost of insurance is deducted on each
          -----------------
            monthly anniversary for the following policy month.  Because
            the cost of insurance depends upon a number of variables, the
            cost varies for each policy month.  The cost of insurance is
            determined by multiplying the applicable cost of insurance rate
            by the net amount at risk each policy month.

          Mortality and Expense Risk Charge:  Each Division of the Separate
          ---------------------------------
            Account is assessed a mortality and expense risk charge
            which will never exceed an annual effective rate of .50% of
            the policy's Separate Account value attributable to that
            Division.  Currently, the amount of this charge is an annual
            effective rate of .35% of the Separate Account value, which
            is equivalent to .000957233% of the Separate Account value
            attributable to the
                                                                 (Continued)

                                    -70-

<PAGE> 72

                                 3

               SECURITY EQUITY LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT 13


                   Notes to Financial Statements



            Division on a daily basis.  The mortality
            risk assumed by Security Equity under the contract is that
            insureds may, on average, live for shorter periods of time
            than estimated.  The expense risk assumed by Security Equity
            under the contract is the risk that the cost of issuing and
            administering the contract may be more than estimated.

          Optional Rider Benefit Charges:  This monthly deduction includes
          ------------------------------
            charges for any additional benefits provided by rider.

(4)   Purchases and Sales of Shares
      -----------------------------
      During the period ended December 31, 1995, purchases and proceeds from
        the sales pertaining to the Separate Account were as follows:

<TABLE>
<CAPTION>
                                                          Purchases                    Sales
                                                          ---------                    -----

<S>                                                     <C>                           <C>
        General American Money Market Fund               $ 8,885,708                   8,244
        Wells Fargo Nikko Asset Allocation Fund                4,401                     -
        Fidelity Growth Fund                                   4,104                     -
                                                           =========                   =====
</TABLE>

      There were no purchases or sales for the  Fidelity Investment Grade
        Bond Fund, Fidelity Asset Manager Fund, Fidelity Index 500
        Fund, Bankers Trust Emerging Market Fund, Bankers Trust Liquid
        Asset Fund, Bankers Trust Limited Maturity Bond Fund, or Wells
        Fargo Nikko U.S. Government Allocation Fund.

                                                                 (Continued)
                                    -71-

<PAGE> 73

                                 4

               SECURITY EQUITY LIFE INSURANCE COMPANY
                         SEPARATE ACCOUNT 13


                   Notes to Financial Statements


(5)   Unit Activity
      -------------
      For the period ended December 31, 1995, transactions in accumulation
        units were as follows:
<TABLE>
<CAPTION>
                                    Units,                                        Transfers                 Units,
                                  beginning                                        between                  end of
                                  of period                Deposits               Divisions               of period
                                  ---------                --------               ---------               ---------
<S>                            <C>                       <C>                     <C>                     <C>
       General American
          Money Market Fund     $     -                   8,273,816                (7,731)                8,266,085
       Wells Fargo Nikko
          Asset Allocation
          Fund                        -                       -                     3,253                     3,253
       Fidelity Growth Fund           -                       -                     2,774                     2,774
                                 ===========              =========                 =====                 =========
</TABLE>

      There was no accumulation of units for the Fidelity Investment Grade
        Bond Fund, Fidelity Asset Manager Fund, Fidelity Index 500
        Fund, Bankers Trust Emerging Market Fund, Bankers Trust Liquid
        Asset Fund, Bankers Trust Limited Maturity Bond Fund, or Wells
        Fargo Nikko U.S. Government Allocation Fund.


                                    -72-

<PAGE> 74



                                                                   Schedule
                                                                   --------

                SECURITY EQUITY LIFE INSURANCE COMPANY
                          SEPARATE ACCOUNT 13

                        Schedule of Investments

                           December 31, 1995



<TABLE>
<CAPTION>
                                                   Number of                Market
                                                     shares                  value
                                                     ------                  -----

<S>                                                 <C>                 <C>
General American Money Market Fund                   544,259             $ 8,894,796

Wells Fargo Nikko Asset Allocation Fund                  367                   4,137

Fidelity Growth Fund                                     136                   3,963
                                                     =======               =========
</TABLE>

There were no investments in the Fidelity Investment Grade Bond Fund,
  Fidelity Asset Manager Fund, Fidelity Index 500 Fund, Bankers Trust Emerging
  Market Fund, Bankers Trust Liquid Asset Fund, Bankers Trust Limited Maturity
  Bond Fund, or Wells Fargo Nikko U.S. Government Allocation Fund.


                                    -73-

<PAGE> 75



                     Independent Auditors' Report

The Board of Directors
Security Equity Life Insurance Company:

We have audited the accompanying balance sheets of Security Equity Life
Insurance Company as of December 31, 1995 and 1994, and the related
statements of operations, stockholder's equity, and cash flows for the years
then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security Equity Life
Insurance Company as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.



                       KPMG Peat Marwick LLP


St. Louis, Missouri
March 22, 1996



                                    -74-

<PAGE> 76

                              SECURITY EQUITY LIFE INSURANCE COMPANY
<TABLE>
                                         Balance Sheets

                                   December 31, 1995 and 1994
<CAPTION>
====================================================================================================
                Assets                                            1995                  1994
- ----------------------------------------------------------------------------------------------------
<S>                                                            <C>                   <C>
Bonds, at fair value                                           $ 63,256,127           56,646,779
Policy loans                                                      4,524,903            3,631,396
Cash and cash equivalents                                         1,977,082           10,932,100
- ----------------------------------------------------------------------------------------------------
         Total cash and invested assets                          69,758,112           71,210,275
Reinsurance benefits recoverable:
   Future policy benefits                                         7,221,329            8,322,263
   Policy and contract claims                                     1,704,918            4,448,887
Accrued investment income                                         1,279,216            1,242,963
Other assets                                                      1,250,035              425,375
Goodwill                                                          1,428,369            1,507,725
Deferred policy acquisition costs                                 1,471,754                -
Value of business acquired                                        2,441,000            2,413,000
Deferred tax asset                                                2,251,570            5,574,273
Separate account assets                                          61,273,212           35,407,408
- ----------------------------------------------------------------------------------------------------
         Total assets                                          $150,079,515          130,552,169
====================================================================================================
      Liabilities and Stockholder's Equity
- ----------------------------------------------------------------------------------------------------
Reserve for future policy benefits                               55,520,856           56,866,579
Policy and contract claims                                        2,176,837            5,057,817
Other policyholders' funds                                           25,064               22,639
Advance premiums                                                  1,057,064              664,000
Other liabilities and accrued expenses                            2,290,147            2,099,414
Payable to affiliates                                                51,785               68,926
Due to separate account                                               -                8,795,904
Separate account liabilities                                     61,273,212           35,407,408
- ----------------------------------------------------------------------------------------------------
         Total liabilities                                      122,394,965          108,982,687
- ----------------------------------------------------------------------------------------------------
Commitments and contingencies
Stockholder's equity:
   Common stock, par value $25; 100,000 shares authorized,
      issued, and outstanding                                     2,500,000            2,500,000
   Additional paid-in capital                                    27,447,892           27,447,892
   Net unrealized gain (loss) on investments, net of taxes        1,990,132           (4,061,215)
   Retained deficit                                              (4,253,474)          (4,317,195)
- ----------------------------------------------------------------------------------------------------
         Total stockholder's equity                              27,684,550           21,569,482
- ----------------------------------------------------------------------------------------------------
         Total liabilities and stockholder's equity            $150,079,515          130,552,169
====================================================================================================

See accompanying notes to financial statements.
</TABLE>

                                    -75-

<PAGE> 77


                           SECURITY EQUITY LIFE INSURANCE COMPANY
<TABLE>
                                  Statements of Operations

                           Years ended December 31, 1995 and 1994
<CAPTION>
====================================================================================================
                                                                    1995                 1994
- ----------------------------------------------------------------------------------------------------
<S>                                                             <C>                   <C>
Revenues:
  Premiums and contract charges                                 $ 6,379,803            9,025,429
  Net investment income                                           4,699,713            4,095,545
  Commissions and expense allowances on reinsurance ceded             -                  843,891
  Realized investment losses                                       (179,830)            (515,975)
- ----------------------------------------------------------------------------------------------------
             Total revenues                                      10,899,958           13,448,890
- ----------------------------------------------------------------------------------------------------
Benefits and expenses:
  Policy benefits                                                 3,234,062            2,539,611
  Policy surrenders, net                                          1,016,535            1,786,502
  Change in reserve for future policy benefits                   (2,791,166)           1,296,603
  Interest credited                                               2,391,220            2,349,814
  Commissions, net of capitalized costs                           1,283,902            3,930,807
  General and administrative expenses                             4,966,525            5,531,872
  Amortization of goodwill                                           79,356               79,354
  Accretion of value of business acquired, net                      (28,000)             (50,000)
  Other expenses                                                    619,517            1,131,898
- ----------------------------------------------------------------------------------------------------
             Total benefits and expenses                         10,771,951           18,596,461
- ----------------------------------------------------------------------------------------------------
             Income (loss) from operations before
                federal income tax expense (benefit)                128,007           (5,147,571)

Federal income tax expense (benefit) - deferred                      64,286             (830,376)
- ----------------------------------------------------------------------------------------------------
             Net income (loss)                                  $    63,721           (4,317,195)
====================================================================================================

See accompanying notes to financial statements.
</TABLE>


                                    -76-

<PAGE> 78


                           SECURITY EQUITY LIFE INSURANCE COMPANY
<TABLE>
                             Statements of Stockholder's Equity

                           Years ended December 31, 1995 and 1994
<CAPTION>
================================================================================================================================
                                                                                    Net
                                                                                 unrealized
                                                                 Additional    gain (loss) on                          Total
                                                    Common        paid-in       investments,        Retained       stockholder's
                                                    stock         capital       net of taxes        deficit           equity
================================================================================================================================
<S>                                               <C>            <C>             <C>              <C>               <C>
Balance at December 31, 1993                      $2,500,000     17,447,892           -                -            19,947,892
Net loss                                               -              -               -           (4,317,195)       (4,317,195)
Contribution of capital from Parent                    -         10,000,000           -                -            10,000,000
Change in unrealized gain (loss) on
     investments                                      -              -           (4,061,215)           -            (4,061,215)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994                       2,500,000     27,447,892      (4,061,215)      (4,317,195)       21,569,482
Net income                                             -              -               -               63,721            63,721
Change in net unrealized gain (loss) on
      investments                                      -              -           6,051,347            -             6,051,347
- --------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995                      $2,500,000     27,447,892       1,990,132       (4,253,474)       27,684,550
================================================================================================================================

See accompanying notes to financial statements.
</TABLE>

                                    -77-

<PAGE> 79

                                 SECURITY EQUITY LIFE INSURANCE COMPANY
<TABLE>
                                       Statements of Cash Flows

                                Years ended December 31, 1995 and 1994
<CAPTION>
================================================================================================================
                                                                                 1995                1994
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>
Cash flows from operating activities:
   Net Income (loss)                                                         $    63,721          (4,317,195)
   Adjustments to reconcile net loss to net cash (used in)
      provided by operating activities:
      Change in:
        Reinsurance benefits ceded                                             3,844,903          (1,354,981)
        Accrued investment income                                                (36,253)           (279,331)
        Other assets                                                            (824,660)           (164,367)
        Deferred policy acquisition costs                                     (1,471,754)              -
        Policy liabilities                                                    (1,345,723)          2,392,502
        Policy and contract claims                                            (2,880,980)          2,268,697
        Other policyholders' funds                                                 2,425                 534
        Unearned premiums                                                        393,064             664,000
        Other liabilities and accrued expenses                                   190,733           1,295,393
        Payable to affiliates                                                    (17,141)           (224,158)
      Amortization of bond discounts                                             221,543             536,812
      Deferred tax expense (benefit)                                              64,286            (830,376)
      Net loss on sale of investments                                            179,830             515,975
      Amortization of goodwill                                                    79,356              79,354
      Change in value of business acquired                                       (28,000)            (50,000)
- ----------------------------------------------------------------------------------------------------------------
         Net cash (used in) provided by operating activities                  (1,564,650)            532,859
- ----------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
   Purchase of investments                                                   (17,056,300)        (26,813,376)
   Sale or maturity of investments                                            19,355,372          16,780,012
   Increase in policy loans, net                                                (893,507)           (747,167)
- ----------------------------------------------------------------------------------------------------------------
         Net cash provided by (used in) investing activities                   1,405,565         (10,780,531)
- ----------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
   Contribution of capital from Parent                                             -              10,000,000
   Policyholder account balances:
     Deposits on interest-sensitive life contracts                            18,382,186          35,046,849
     Transfers to separate account for interest-sensitive life contracts     (27,178,119)        (26,250,945)
- ----------------------------------------------------------------------------------------------------------------
         Net cash (used in) provided by financing activities                  (8,795,933)         18,795,904
- ----------------------------------------------------------------------------------------------------------------
         Net (decrease) increase in cash and cash equivalents                 (8,955,018)          8,548,232
Cash and cash equivalents at beginning of year                                10,932,100           2,383,868
- ----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                     $ 1,977,082          10,932,100
================================================================================================================

See accompanying notes to financial statements.
</TABLE>

                                    -78-

<PAGE> 80

                 SECURITY EQUITY LIFE INSURANCE COMPANY

                    Notes to Financial Statements

                     December 31, 1995 and 1994

================================================================================
(1)   Summary of Significant Accounting Policies

      Security Equity Life Insurance Company (SELIC or the Company) is a
      wholly owned subsidiary of General American Life Insurance Company
      (General American or the Parent).  On December 31, 1993, Security
      Mutual Life Insurance Company of New York (Security Mutual) sold 100%
      of the Company's stock to General American, as approved by the State
      of New York Department of Insurance.

      In 1986, the Company commenced direct writing of universal life and
      term business, and in 1987 began marketing a single premium whole
      life policy.  In 1984, the Company began assuming single premium
      deferred annuity (SPDA) and other insurance business through
      reinsurance agreements with Security Mutual.  The SPDA and ordinary
      life insurance blocks of business were recaptured by Security Mutual
      in 1992.

      SELIC is licensed in 39 states and the District of Columbia.  Insurance
      operations have generally been limited to the sale of individual
      life insurance products (term and universal life) made through the
      general agency system, including career agents and brokers.

      With the sale of SELIC by Security Mutual to General American, SELIC's
      activities have been redirected to serving the insurance needs of
      publicly held corporations and New York state residents.
      Additionally, SELIC focuses on accessing numerous and alternative
      distribution channels in addition to a general agency system.  SELIC
      markets Corporate Owned Life Insurance (COLI) primarily through
      specially designed variable products.  Products for the New York
      marketplace continue to be more traditional in nature.

      The acquisition of Security Equity by General American was accounted
      for as a purchase transaction, and accordingly, the purchase price
      was allocated to the assets and liabilities acquired based upon the
      fair market value of such assets and liabilities at the date of
      acquisition.  These allocations have been reflected, or "pushed
      down," in the financial statements of the Company.  The total
      purchase price of $19,947,892 was allocated among the fair value of
      tangible net assets of $15,997,813, value of business acquired of
      $2,363,000, and goodwill of $1,587,079 at the date of acquisition.

      The accompanying financial statements are prepared on the basis of
      generally accepted accounting principles.  The preparation of
      financial statements requires the use of estimates by management
      which affect the amounts reflected in the financial statements.
      Actual results could differ from those estimates.

      The significant accounting policies of the Company are as follows:

      (a)   Recognition of Policy Revenue and Related Expenses

            Policy revenue recognition varies depending upon the type of
            insurance product.  For traditional life products with fixed and
            guaranteed premiums and benefits, such as whole life and term
            insurance policies, premiums are recognized when due.  Benefits and
            other expenses of these
                                                                     (Continued)

                                    -79-

<PAGE> 81


                 SECURITY EQUITY LIFE INSURANCE COMPANY

                    Notes to Financial Statements

================================================================================
            products are associated with earned premiums and other sources of
            earnings so as to result in recognition of profits over the life of
            the contracts.  This association is accomplished by means of the
            provision for liabilities for future benefits and the deferral and
            amortization of policy acquisition costs.  Premiums collected on
            universal life-type policies are reported as deposits to the
            policyholder account balance and not as income to SELIC.  Income to
            SELIC on these policies consists of the assessments for mortality
            costs, surrenders, and expenses.

      (b)   Investment Securities

            Effective with the acquisition of the Company by General American,
            the Company adopted Financial Accounting Standards Board (FASB)
            Statement of Financial Accounting Standards (SFAS) No. 115,
            Accounting for Certain Investments in Debt and Equity Securities.
            SFAS No. 115 requires debt and equity securities to be classified
            into categories of available-for-sale, trading securities, or
            held-to-maturity depending on an entity's ability and intent to hold
            the security to maturity.  SFAS No. 115 expands the use of fair
            value accounting for investments in debt and equity securities, and
            allows debt securities to be classified as "held-to-maturity" and
            reported in the financial statements at amortized cost only if the
            reporting entity has the positive intent and ability to hold the
            securities to maturity.  Furthermore, SFAS No. 115 clarifies that
            securities that might be sold in response to changes in market
            interest rates, changes in the security's prepayment risk, or other
            similar factors must be classified as "available-for-sale" and
            carried at fair value.

            At December 31, 1995 and 1994, all long-term securities are carried
            at market value with the unrealized gain (loss), net of tax impact,
            being reflected as a separate component of stockholder's equity as
            the Company considers all long-term securities as available-for-
            sale. Short-term investments are carried at cost which approximates
            market value.  Policy loans are valued at aggregate unpaid balances.
            The fair value of policy loans is assumed to equal the carrying
            value because the loans have no fixed maturity date and, therefore,
            it is not practicable to determine a fair value.

            Realized gains or losses on the sale of securities are determined on
            the basis of specific identification and include the impact of any
            related amortization of premium or accretion of discount which is
            generally computed consistent with the interest method.

      (c)   Value of  Business Acquired

            Value of business acquired (VOBA) represents the present value of
            future profits resulting from the acquisition of insurance policies
            in a purchase transaction.  VOBA is amortized in proportion to the
            estimated premiums or gross profits, depending on the type of
            contract, with accretion of interest on the unamortized discounted
            balance.  In 1995 and 1994, amortization of VOBA was $112,000 and
            $89,000, and the accretion of interest on the unamortized balance
            was $140,000 and $139,000, respectively.  The carrying value of VOBA
            is periodically evaluated to ascertain recoverability from future
            operations.  Impairment would be recognized in current operations
            when determined.
                                                                     (Continued)

                                    -80-

<PAGE> 82


                   SECURITY EQUITY LIFE INSURANCE COMPANY

                      Notes to Financial Statements

================================================================================
      (d)   Goodwill

            Goodwill, representing the excess of purchase price over the fair
            value of assets acquired, is amortized on a straight-line basis over
            20 years.  The carrying value of goodwill is periodically evaluated
            to ascertain recoverability from future operations.  Impairment
            recognized in current operations when determined.

      (e)   Reserve for Future Policy Benefits

            Liabilities for future benefits on life policies are established in
            amounts adequate to meet the estimated future obligations on
            policies in force.  Liabilities for future policy benefits on
            certain life insurance policies are computed using the net level
            premium method and are based upon assumptions as to future
            investment yield, mortality, and withdrawals.  Mortality and
            withdrawal assumptions for all policies have been based on various
            actuarial tables which are consistent with the Company's own
            experience.  Liabilities for future benefits on certain
            long-duration life insurance contracts are carried at accumulated
            policyholder values.  The liability also includes provisions for the
            unearned portion of certain policy charges.

      (f)   Federal Income Taxes

            The Company is taxed as a life insurance company under the Deficit
            Reduction Act of 1984.  The Company establishes deferred taxes
            under the asset and liability method of SFAS No. 109, Accounting for
            Income Taxes, and deferred tax assets and liabilities are recognized
            for the future tax consequences attributable to differences between
            the financial statement carrying amounts of existing assets and
            liabilities and their respective tax bases.  Deferred tax assets and
            liabilities are measured using enacted tax rates expected to apply
            to taxable income in the years in which those temporary differences
            are expected to be recovered or settled.  Under SFAS No. 109, the
            effect on deferred tax assets and liabilities of a change in tax
            rates is recognized in income in the period that includes the
            enactment date.

            The Company filed its federal income tax return on a consolidated
            basis with Security Mutual prior to 1994.  The Company will file its
            federal income tax return as a separate entity for 1995, consistent
            with 1994.

      (g)   Reinsurance

            Reinsurance premiums, commissions, expense reimbursements, and
            reserves related to reinsured business are accounted for on a basis
            consistent with terms of the risk transfer reinsurance contracts.
            Premiums ceded to other companies have been reported as a reduction
            of premium income.  Amounts applicable to reinsurance ceded for
            future policy benefits and claim liabilities have been reported as
            assets for these items, and commissions and expense allowances
            received in connection with reinsurance ceded have been accounted
            for in income as earned over the anticipated reinsurance contract
            life.  Reinsurance does not relieve the Company from its primary
            responsibility to meet claim obligations.
                                                                     (Continued)


                                    -81-

<PAGE> 83


                       SECURITY EQUITY LIFE INSURANCE COMPANY

                          Notes to Financial Statements

================================================================================
      (h)   Deferred Policy Acquisition Costs

            The costs of acquiring new business, which vary with and are
            primarily related to the production of new business, have been
            deferred to the extent that such costs are deemed recoverable from
            future premiums.  Such costs may include commissions, as well as
            certain costs of policy issuance and underwriting.  In 1995, the
            Company deferred $1.5 million in acquisition costs related to
            interest sensitive products and recognized amortization of $75,000
            based on the estimated gross profits of the underlying business.
            The Company did not defer any acquisition costs in 1994 or have any
            deferred acquisition costs at December 31, 1994.  This was a result
            of the nature of the policies written through December 31, 1994 for
            which management determined that deferrable acquisition costs were
            insignificant.

      (i)   Separate Account Business

            The assets and liabilities of the separate account represent
            segregated funds administered and invested by the Company for
            purposes of funding variable life insurance contracts for the
            exclusive benefit of variable life insurance contract holders.  The
            Company receives administrative fees from the separate account and
            retains varying amounts of withdrawal charges to cover expenses in
            the event of early withdrawals by contract holders.  The assets and
            liabilities of the separate account are carried at market value.

      (j)   Fair Market Disclosures

            Fair value disclosures are required under SFAS No. 107,
            Disclosures About Fair Value of Financial Instruments.  Such fair
            value estimates are made at a specific point in time, based on
            relevant market information and information about the financial
            instrument.  These estimates do not reflect any premium or discount
            that could result from offering for sale at one time the Company's
            entire holdings of a particular financial instrument.  Although fair
            value estimates are calculated using assumptions that management
            believes are appropriate, changes in assumptions could significantly
            affect the estimates and such estimates should be used with care.
            The following assumptions were used to estimate the fair market
            value of each class of financial instrument for which it was
            practicable to estimate fair value:

            Invested assets - Fixed maturities are valued using quoted market
            ---------------
            prices, if available.  If quoted market prices are not available,
            fair value is estimated using quoted market prices of similar
            securities.  The carrying value of policy loans approximates fair
            value.

            Policyholder account balances - The fair value of policyholder
            -----------------------------
            account balances is equal to the discounted estimated future cash
            flows using discounted cash flow calculations, based on interest
            rates currently being offered for similar contracts with maturities
            consistent with those remaining for the contracts being valued.
            The carrying value approximates fair value at December 31, 1995 and
            1994, respectively.

            Cash and short-term investments - The carrying amount is a
            -------------------------------
            reasonable estimate of fair value.
                                                                 (Continued)


                                    -82-

<PAGE> 84


                       SECURITY EQUITY LIFE INSURANCE COMPANY

                          Notes to Financial Statements

================================================================================

      (k)   Cash and Cash Equivalents

            For purposes of reporting cash flows, cash and cash equivalents
            represent demand deposits and highly liquid short-term
            investments, which include U.S. Treasury bills, commercial paper,
            and repurchase agreements with original or remaining maturities of
            90 days or less when purchased.

      (l)   Reclassification

            Certain amounts in the 1994 financial statements have been
            reclassified to conform to the 1995 presentation.

(2)   Investments

      The sources of net investment income (principally interest) follow:

<TABLE>
<CAPTION>
      ================================================================================
                                               1995                    1994
      --------------------------------------------------------------------------------
      <S>                                  <C>                       <C>
      Bonds                                $ 4,458,159               3,840,763
      Short-term investments                    43,781                 133,755
      Policy loans and other                   294,298                 216,942
      --------------------------------------------------------------------------------
                                             4,796,238               4,191,460
      Investment expenses                       96,525                  95,915
      --------------------------------------------------------------------------------
            Net investment income          $ 4,699,713               4,095,545
      ================================================================================
</TABLE>
      The amortized cost and estimated market value of bonds at December 31,
      1995 and 1994 are shown below.  Market value is based upon market prices
      obtained from independent pricing services which approximate fair value.

<TABLE>
<CAPTION>
      ============================================================================================================================
                                                                                       1995
      ----------------------------------------------------------------------------------------------------------------------------
                                                                            Gross                 Gross           Estimated
                                                        Amortized         unrealized           unrealized           market
                                                          cost              gains                losses             value
      ----------------------------------------------------------------------------------------------------------------------------
      <S>                                              <C>                 <C>                  <C>              <C>
      Government obligations (including
         obligations guaranteed by the
         U.S. government)                              $ 9,299,846           287,844            (273,583)         9,314,107
      Corporate securities                              40,799,139         3,013,425            (388,584)        43,423,980
      Mortgage-backed securities                        10,095,402           432,140              (9,502)        10,518,040
      ----------------------------------------------------------------------------------------------------------------------------
                                                       $60,194,387         3,733,409            (671,669)        63,256,127
      ============================================================================================================================
                                                                                                                (Continued)
</TABLE>

                                    -83-

<PAGE> 85


<TABLE>

                                           SECURITY EQUITY LIFE INSURANCE COMPANY
                                               Notes to Financial Statement
<CAPTION>
==================================================================================================================================
                                                                                    1994
      ----------------------------------------------------------------------------------------------------------------------------
                                                                          Gross                Gross           Estimated
                                                     Amortized         unrealized           unrealized           market
                                                        cost              gains               losses             value
      ----------------------------------------------------------------------------------------------------------------------------
      <S>                                           <C>                    <C>             <C>                <C>
      Government obligations (including
         obligations guaranteed by the
         U.S. government)                           $ 9,139,278               -              (586,288)         8,552,990
      Corporate securities                           44,318,248            15,896          (4,736,372)        39,597,772
      Mortgage-backed securities                      9,437,276               332            (941,591)         8,496,017
      ----------------------------------------------------------------------------------------------------------------------------
                                                    $62,894,802            16,228          (6,264,251)        56,646,779
      ============================================================================================================================
</TABLE>
      The amortized cost and estimated market value of bonds at December 31,
      1995, by contractual maturity, are shown below.  Expected maturities
      may differ from contractual maturities because borrowers may have the
      right to call or prepay obligations with or without call or
      prepayment penalties.
<TABLE>
<CAPTION>
      ===========================================================================================================================
                                                                                                              Estimated
                                                                                           Amortized           market
                                                                                             cost               value
      ---------------------------------------------------------------------------------------------------------------------------
      <S>                                                                                 <C>                <C>
      Due in one year or less                                                             $ 1,371,569         1,367,612
      Due after one year through five years                                                 3,353,833         4,098,436
      Due after five years through ten years                                               11,595,734         8,359,789
      Due after ten years                                                                  29,190,691        34,593,969
      Mortgage-backed securities                                                           14,682,560        14,836,323
      ---------------------------------------------------------------------------------------------------------------------------
                                                                                          $60,194,387        63,256,127
      ===========================================================================================================================
</TABLE>
      Proceeds from the sale, call, and maturity of investments in bonds
      during 1995 and 1994 were $19,355,372 and $16,780,012, respectively.
      Gross gains of $428,522 and $119,699 and gross losses of $608,352 and
      $635,674 were realized on those sales in 1995 and 1994, respectively.

      The Company has bonds on deposit with various state insurance
      departments with an amortized cost of approximately $2,421,000 and
      $1,313,000 at December 31, 1995 and 1994, respectively.

(3)   Reinsurance

      The Company reinsures certain risks with other insurance companies as
      the Company sets a maximum retention amount (currently $125,000) to help
      reduce the loss on any single policy.
                                                                     (Continued)

                                    -84-

<PAGE> 86


                         SECURITY EQUITY LIFE INSURANCE COMPANY

                            Notes to Financial Statements

===============================================================================
      Premiums and related reinsurance amounts for the years ended December
      31, 1995 and 1994 as they relate to transactions with affiliates are
      summarized as follows:
<TABLE>
<CAPTION>
      ========================================================================================
                                                                 1995              1994
      ----------------------------------------------------------------------------------------
      <S>                                                     <C>                <C>
      Reinsurance transactions with affiliates:
          Reinsurance premiums ceded                          $1,956,568         2,391,067
          Policy benefits ceded                                  305,947         2,340,522
          Commissions and expenses ceded                          -                169,453
      ========================================================================================
</TABLE>
            Premiums and related reinsurance amounts for the years ended
      December 31, 1995 and 1994 as they relate to transactions with
      nonaffiliates are summarized as follows:
<TABLE>
<CAPTION>
      ========================================================================================
                                                                 1995              1994
      ----------------------------------------------------------------------------------------
      <S>                                                     <C>                <C>
      Reinsurance transactions with nonaffiliates:
          Reinsurance premiums ceded                          $5,489,407         6,299,344
          Policy benefits ceded                                2,682,132         3,050,824
          Commissions and expenses ceded                          -                674,438
      ========================================================================================
</TABLE>
      The Company remains contingently liable with respect to any reinsurance
      ceded and would become actually liable if the assuming company was unable
      to meet its obligations under the reinsurance treaty.

(4)   Federal Income Taxes

      A reconciliation of the Company's "expected" federal income tax expense
      (benefit), computed by applying the federal U.S. corporate tax rate
      of 35% to income (loss) from operations before federal income tax
      expense (benefit), is as follows (in thousands of dollars):
<TABLE>
<CAPTION>
      ========================================================================================
                                                                     1995            1994
      ----------------------------------------------------------------------------------------
      <S>                                                            <C>            <C>
      Computed "expected" tax expense (benefit)                      $45            (1,802)
      Amortization of intangibles, net                                18                10
      Other, net                                                       1               962
      ----------------------------------------------------------------------------------------
          Federal income tax expense (benefit)                       $64              (830)
      ========================================================================================
</TABLE>
                                                                     (Continued)


                                    -85-

<PAGE> 87


                       SECURITY EQUITY LIFE INSURANCE COMPANY

                            Notes to Financial Statements

===============================================================================
      The tax effects of temporary differences that give rise to significant
      portions of deferred tax assets and liabilities at December 31, 1995
      and 1994 are presented below (in thousands of dollars):
<TABLE>
<CAPTION>
      ========================================================================================
                                                                   1995              1994
      ----------------------------------------------------------------------------------------
      <S>                                                         <C>                <C>
      Deferred tax assets:
          Investments                                             $  -               2,187
          Policy acquisition costs                                 1,157             1,116
          Reserves                                                 2,072             2,661
          Capital loss carryforward                                  243               -
          Net operating loss carryforward                            323                70
          Other, net                                                 410               262
      ----------------------------------------------------------------------------------------
             Total gross deferred tax assets                       4,205             6,296
      Less valuation allowance                                       -                 -
      ----------------------------------------------------------------------------------------
             Net deferred tax assets                               4,205             6,296
      ----------------------------------------------------------------------------------------
      Deferred tax liabilities:
          Investments                                              1,097               -
          Other, net                                                 856               722
      ----------------------------------------------------------------------------------------
             Total gross deferred tax liabilities                  1,953               722
      ----------------------------------------------------------------------------------------
             Net deferred tax asset                               $2,252             5,574
      ========================================================================================
</TABLE>
      On December 31, 1994, General American purchased 100% of the Company.
      Pursuant to the acquisition, the election was made under Internal
      Revenue Code Section 338(h)(10) to treat the purchase of stock as a
      purchase of assets for tax purposes.  As a result, a revaluation of
      the tax bases of the Company's assets and liabilities was made in
      connection with the acquisition.

      The Company believes that a valuation allowance with respect to the
      realization of the total gross deferred tax asset is not necessary.
      In assessing the realization of deferred tax assets, the Company
      considers whether it is more likely than not that the deferred tax
      assets will be realized.  The ultimate realization of deferred tax
      assets is dependent upon the generation of future taxable income
      during the periods in which those temporary differences become
      deductible.  Although the Company has a limited history of earnings,
      its Parent does have a long history of earnings.  Pursuant to
      Internal Revenue Service regulations, the Company cannot file a
      consolidated tax return with its Parent until five years following
      the acquisition.  However, after five years, the Company will be able
      to file a consolidated tax return with its Parent, and realization of
      the gross tax asset will not be dependent solely on the Company's
      ability to generate its own taxable income.  General American has a
      proven history of earnings and it appears more likely than not that
      the Company's gross deferred tax asset will ultimately be fully
      realized.

      The Company filed its federal income tax return on a consolidated basis
      with Security Mutual prior to 1994.   In connection with the
      Company's transfer of stock ownership, Security Mutual agreed to
      assume all unpaid tax liability incurred prior to the date of sale.

                                                                    (Continued)

                                    -86-

<PAGE> 88



                  SECURITY EQUITY LIFE INSURANCE COMPANY

                      Notes to Financial Statements

================================================================================
(5)   Related-Party Transactions

      In 1995 and 1994, the Company purchased certain administrative services
      from General American.  Charges for services performed are based
      upon personnel and other costs involved in providing such services.
      The net expenses incurred for these services were $463,200 and
      $407,000 for 1995 and 1994, respectively.

      Effective January 1, 1994, the Company entered into an administrative
      service agreement with Security Mutual with respect to the provision
      of routine services for policies issued through December 31, 1993.
      The net expense incurred for these services was $1,842,320 and
      $1,980,812 for 1995 and 1994, respectively.

(6)   Pension, Incentive, and Health and Life Insurance Benefit Plans

      Associates of SELIC participate in a noncontributory multi-employer
      defined benefit pension plan jointly sponsored by SELIC and
      General American.  The benefits are based on years of service and
      compensation level.  No pension expense was recognized in 1995 or
      1994 due to overfunding of the plan.

      In addition, SELIC has adopted in 1995 an associate bonus plan
      applicable to full-time exempt associates.  Bonuses are based on an
      economic value-added model prepared annually by the Company.  Total
      bonuses accrued to Company employees for 1995 were $59,500.  In
      1994, the Company accrued bonuses of $150,000 under a nonrelated
      associate bonus plan.

      SELIC provides for certain health care and life insurance benefits for
      retired employees in accordance with SFAS No. 106, Employer's
      Accounting for Postretirement Benefits Other Than Pensions.  SFAS
      No. 106 requires the Company to accrue the estimated cost of retiree
      benefit payments during the years the employee provides services.

      SFAS No. 106 allows recognition of the cumulative effect of the
      liability in the year of the adoption or the amortization of the
      transition obligation over a period of up to 20 years.  The Company
      has elected to recognize the initial post-retirement benefit
      obligation of approximately $16,427 over a period of 20 years.  The
      unrecognized initial post-retirement benefit obligation was
      approximately $14,784 and $15,606 at December 31, 1995 and 1994,
      respectively.  Net periodic post-retirement benefit cost for the
      years ended December 31, 1995 and 1994 were approximately $6,711 and
      $6,232, respectively.  This includes expected costs of benefits for
      newly eligible or vested employees, interest costs, gains and losses
      from differences between actuarial and actual experience, and
      amortization of the initial post-retirement benefit obligation.  The
      accumulated post-retirement benefit obligation was approximately
      $17,089 and $16,427 at December 31, 1995 and 1994, respectively.
      The discount rate used in determining the accumulated post-retirement
      benefit obligation was 8.25%.  The health care cost trend rates were 10%
      for the Indemnity Plan, 9% for the HMO Plan, and 10% for the Dental Plan.
      These rates were graded to 6% over the next 14 years.  A one percentage
      point increase in the assumed health care cost 3 trend rates would
      increase the December 31, 1995 accumulated post-retirement obligation by
      11%, and the estimated service cost and interest cost components of the
      net periodic post-retirement benefit cost for 1995 by 14%.

(7)   Statutory Financial Information

      The Company is subject to financial statement filing requirements of
      the State of New York Department of Insurance, its state of domicile, as
      well as the states in which it transacts business. Such financial
      statements, generally referred to as statutory financial statements, are
      prepared on a basis of accounting

                                                                     (Continued)

                                    -87-

<PAGE> 89


                SECURITY EQUITY LIFE INSURANCE COMPANY

                   Notes to Financial Statements

================================================================================
      which varies in some respects from generally accepted accounting
      principles (GAAP).  Statutory accounting principles include:  (1)
      charging of policy acquisition costs to income as incurred; (2)
      establishment of a liability for future policy benefits computed using
      required valuation standards which may vary in methodology utilized; (3)
      nonprovision of deferred federal income taxes resulting from temporary
      differences between financial reporting and tax bases of assets and
      liabilities; (4) recognition of statutory liabilities for asset
      impairments and yield stabilization on fixed maturity dispositions prior
      to maturity with asset valuation reserves based on statutorily
      determined formulae and interest stabilization reserves designed to
      level yields over their original purchase maturities; (5) deferred
      premiums provided for statutory mean reserves; (6) annuity contract
      deposits represent funds deposited by policyholders and are
      included in premiums or contract charges; and (7) non-recognition of
      certain assets as nonadmitted through a direct charge to surplus.

      A reconciliation of stockholder's equity of the Company at December 31,
      1995 and 1994, as determined using statutory accounting practices,
      to that reflected in the accompanying financial statements is as
      follows:
<TABLE>
<CAPTION>
      ===========================================================================================================
                                                                             1995                   1994
      -----------------------------------------------------------------------------------------------------------
      <S>                                                                <C>                     <C>
      Reconciliation of stockholder's equity:
          Statutory surplus as reported to regulatory authorities        $15,125,968             17,264,148
          Asset valuation reserve                                            583,391                568,742
          Interest maintenance reserve                                     1,227,492              1,049,290
          Unrealized gain (loss) on investments                            1,990,132             (4,061,215)
          Goodwill                                                         1,428,369              1,507,725
          Value of business acquired                                       2,441,000              2,413,000
          Deferred tax asset                                               3,349,179              3,387,465
          Differences between statutory and GAAP insurance reserves
             and other, net                                                1,539,019               (559,673)
      -----------------------------------------------------------------------------------------------------------
          Stockholder's equity as reported herein                        $27,684,550             21,569,482
      ===========================================================================================================
</TABLE>
      A reconciliation of net gain (loss) of the Company at December 31, 1995
      and 1994, as determined using statutory accounting practices, to
      that reflected in the accompanying financial statements is as follows:
<TABLE>
<CAPTION>
      ===========================================================================================================
                                                                            1995                   1994
      -----------------------------------------------------------------------------------------------------------
      <S>                                                               <C>                     <C>
      Reconciliation of net loss:
          Net loss as reported to regulatory authorities                $ (1,465,539)            (3,779,205)
          Premium and annuity considerations                             (18,336,148)           (34,935,560)
          Insurance reserves                                              19,119,961             35,752,650
          Interest maintenance reserve, net                                  (72,752)              (118,754)
          Investment income and capital gains and losses                    (491,428)            (1,131,731)
          Deferred policy acquisition costs                                1,471,754                  -
          Goodwill amortization                                              (79,356)               (79,354)
          Value of business acquired accretion, net                           28,000                 50,000
          Other, net                                                        (110,771)               (75,241)
      -----------------------------------------------------------------------------------------------------------
          Net gain (loss) as reported herein                            $     63,721             (4,317,195)
      ===========================================================================================================
</TABLE>
                                                                   (Continued)


                                    -88-

<PAGE> 90


                   SECURITY EQUITY LIFE INSURANCE COMPANY

                      Notes to Financial Statements

================================================================================

(8)   Dividend Restrictions

      Dividend payments by the Company are restricted by state insurance laws
      as to the amount that may be paid as well as the prior notice and
      approval of the State of New York Department of Insurance.  The
      Company did not pay a dividend in 1995, 1994, or 1993.

(9)   Risk-Based Capital

      The insurance departments of various states, including the Company's
      domiciliary state of New York, impose risk-based capital (RBC)
      requirements on insurance enterprises.  The RBC calculation serves
      as a benchmark for the regulation of life insurance companies by
      state insurance regulators.  The requirements apply various weighted
      factors to financial balances or activity levels based on their
      perceived degree of risk.

      The RBC guidelines define specific capital levels where action by the
      Company or regulatory authorities is required based on the ratio of
      a company's actual total adjusted capital (sum of capital and
      surplus and asset valuation reserve) to control levels determined
      by the RBC formula.  At December 31, 1995, the Company's actual
      total adjusted capital was in excess of minimum levels which would
      require action by the Company or regulatory authorities under the
      RBC formula.

(10)  Commitments and contingencies

      The Company leases certain of its facilities under noncancellable
      leases which expire in August 1998.  The future minimum lease
      obligations under the terms of the leases are summarized as follows:
<TABLE>
<CAPTION>
      ==========================================================================
      <S>                                     <C>
      Year ended December 31:
          1996                                $ 81,300
          1997                                  84,600
          1998                                  58,600
      --------------------------------------------------------------------------
                                              $224,500
      ==========================================================================
      Rent expense totaled $83,900 and $50,700 in 1995 and 1994, respectively.
</TABLE>


                                    -89-

<PAGE> 91


                   APPENDIX A -- UNDERLYING PORTFOLIOS

Each Available Division of the Separate Account invests in shares or units
of an Underlying Portfolio managed by either General American Capital
Company, Bankers Trust Company, Wells Fargo Bank,  Fidelity Management &
Research Company, or Evergreen Asset Management Corp.   Each Underlying
Portfolio has investment objectives which are different from those of  other
Underlying Portfolios.  Each Underlying Portfolio operates as a separate
investment vehicle, and the income or losses of one Underlying Portfolio has
no effect on the investment performance of any other Underlying Portfolio.

The investment objectives, strategies and managers of each Underlying
Portfolio are summarized below.

These descriptions must be read in conjunction with the accompanying
prospectuses for each Underlying Portfolio.  The prospectus for each
Underlying Portfolio includes information regarding the investment advisory
fee and operating expenses of the Underlying Portfolio, which are reflected
in the value of the Accumulation Units of the Division of the Separate
Account that invests in such Underlying Portfolio.

Money Market Portfolio

The Fund:  The Money Market Portfolio is one portfolio of General American
Capital Company (the "Capital Company"), an open-end management investment
company organized as a Maryland corporation registered with the Securities
and Exchange Commission under the Investment Company Act of 1940.

Objective:  The highest level of current income which is consistent with
preservation of capital and maintenance of liquidity.

Strategy:  Investing primarily in high-quality, short-term money market
instruments.

   
Investment Adviser:  Conning Asset Management Company, formerly
known as General American Investment Management Company, is the investment
adviser.  Conning Asset Management Company is an affiliate of SELIC.
The investment adviser is registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940.
    

Emerging Markets Portfolio

   
The Fund:  The Emerging Markets Portfolio is one portfolio of The GCG Trust
(the "Trust"), an open-end management investment company organized as a
Massachusetts
                                    A-1

<PAGE> 92
business trust and registered with the Securities and Exchange Commission under
the Investment Company Act of 1940.
    

Objective:  Long-term growth of capital.

Strategy:  Investing primarily in equity securities of companies that are
considered to be in emerging market countries.

Investment Adviser:  The investment adviser to the portfolio is Bankers
Trust Company.  SELIC has been advised that Bankers Trust Company is a
commercial bank, exempt from registration under Section 202(a)(2) of the
Investment Advisers Act of 1940.

Limited Maturity Bond Portfolio

   
The Fund:  The Limited Maturity Bond Portfolio is one portfolio of The GCG
Trust (the "Trust"), an open-end management investment company organized as
a Massachusetts business trust and registered with the Securities and
Exchange Commission under the Investment Company Act of 1940.
    

Objective:  The highest current income consistent with low risk to principal
and liquidity.

Strategy:  Investing primarily in a diversified portfolio of limited
maturity debt securities.

Investment Adviser:  The investment adviser to the portfolio is Bankers
Trust Company.  SELIC has been advised that Bankers Trust Company is a
commercial bank, exempt from registration under Section 202(a)(2) of the
Investment Advisers Act of 1940.

Liquid Asset Portfolio

The Fund:  The Liquid Asset Portfolio is one portfolio of The GCG Trust (the
"Trust"), an open-end management investment company organized as an
Massachusetts business trust and registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.

Objective:  A high level of current income consistent with preservation of
capital and liquidity.

Strategy:  Investing in obligations of the U.S. Government and its agencies
and instrumentalities, bank obligations, commercial paper and short-term
corporate debt securities.  All issues maturing in less than one year.

                                    A-2
<PAGE> 93
Investment Adviser:  The investment adviser to the portfolio is Bankers
Trust Company.  SELIC has been advised that Bankers Trust Company is a
commercial bank, exempt from registration under Section 202(a)(2) of the
Investment Advisers Act of 1940.

Asset Allocation Portfolio

The Fund:  Asset Allocation Fund is one portfolio of Life & Annuity Trust,
an open-end management  company organized as a Delaware Business Trust and
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940.

Objective:  To achieve over the long term a high level of total return,
including net realized and unrealized capital gains and net investment
income, consistent with reasonable risk.

Strategy:  Acting upon the premises that certain asset classes are, from
time to time, undervalued or overvalued by the market relative to each other
and represent relatively better long-term risk adjusted investment values
and that timely low cost shifts among common stocks, U.S. Treasury bonds,
and money market instruments can produce superior investment returns than
investment in only one such class, the Fund will allocate and reallocate its
investments among common stocks, U.S. Treasury bonds, and money market
instruments.

Investment Adviser:  The Portfolio is advised by Wells Fargo Bank, N.A., and
BZW Barclays Global Advisors ("BGFA") (prior to January 1, 1996 known as
Wells Fargo Nikko Investment Advisors ("WFNIA")) serves as sub-adviser for
the Portfolio.  BGFA is a registered investment adviser under the Investment
Advisers Act of 1940.  BZW Barclays Global Investors, N.A. (BGI) (prior to
January 1, 1996 known as Wells Fargo Institutional Trust Company, N.A.) an
affiliate of the Portfolio's adviser and sub-adviser, serves as the
custodian for the Portfolio.

U.S. Government Allocation Fund

The Fund:  U.S. Government Allocation Fund is one portfolio of Life &
Annuity Trust, an open-end management investment company, organized as a
Delaware business trust and registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.

Objective:  To achieve over the long term a high level of total return,
including net realized and unrealized capital gains and net investment
income, consistent with reasonable risk.

                                    A-3
<PAGE> 94

Strategy:  Using an investment model which is presently used as a basis for
managing several large employee benefit trust funds and other institutional
accounts, the Portfolio will allocate and reallocate its investments among
the following three maturity classes of U.S. Treasury debt securities:
Long-term U.S. Treasury bonds, intermediate-term U.S. Treasury notes, and
short-term money market instruments.  The Portfolio will use the model to
recognize overvalued or undervalued maturities of debt securities relative
to each other and will use low transaction costs.  At least 65% of the
Portfolio's investments will be obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

Investment Adviser:  The Portfolio is advised by Wells Fargo Bank, N.A., and
BZW Barclays Global Advisors ("BGFA") (prior to January 1, 1996 known as
Wells Fargo Nikko Investment Advisors ("WFNIA")) serves as sub-adviser for
the Portfolio.  BGFA is a registered investment adviser under the Investment
Advisers Act of 1940.  BZW Barclays Global Investors, N.A. (BGI) (prior to
January 1, 1996 known as Wells Fargo Institutional Trust Company, N.A.) an
affiliate of the Portfolio's adviser and sub-adviser, serves as the
custodian for the Portfolio.

Growth Portfolio

The Fund:  Growth Portfolio is one portfolio of Variable Insurance Products
Fund, an open-end  management investment company organized as a Massachusetts
business trust and registered with the Securities and Exchange Commission,
under the Investment Company Act of 1940.

Objective:  To achieve capital appreciation.

Strategy:  Normally purchases common stocks, although its investments are
not restricted to any one type of security.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under  the
Investment Advisers Act of 1940.

Investment Grade Bond Portfolio

The Fund:  Investment Grade Bond Portfolio is one portfolio of Variable
Insurance Products Fund II, an open-end  management investment company
organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.

                                    A-4

<PAGE> 95

Objective:  Seeks as high a level of current income as is consistent with
the preservation of capital.

Strategy:  Invests in abroad range of investment-grade, fixed-income
securities.  The Portfolio will maintain a dollar-weighted average portfolio
maturity of ten years or less.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under  the
Investment Advisers Act of 1940.

Asset Manager Portfolio

The Fund:  Asset Manager Portfolio is one portfolio of Variable Insurance
Products Fund II, an open-end management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.

Objective:  Seeks high total return with reduced risk over the long-term.

Strategy:  Allocates assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under  the
Investment Advisers Act of 1940.

Index 500 Portfolio

The Fund:  Index 500 Portfolio is one portfolio of Variable Insurance
Products Fund II, an open-end, diversified investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission, under the Investment Company Act of 1940.

Objective:  Seeks to provide investment results that correspond to the total
return (i.e., the combination of capital changes and income) of common
stocks publicly traded in the United States.

Strategy:  Attempts to duplicate the composition and total return of the
Standard & Poor's 500 Composite Stock Price Index while keeping transaction
costs and other expenses low.

                                    A-5
<PAGE> 96

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under  the
Investment Advisers Act of 1940.

Equity-Income Portfolio

The Fund:  The Equity-Income Portfolio is one portfolio of Variable
Insurance Products Fund, an open-end management investment company organized
as a Massachusetts business trust and registered with the Securities and
Exchange Commission, under the Investment Company Act of 1940.

Objective:  To seek reasonable income.  The Fund also considers the
potential for capital appreciation.

Strategy:  Invests mainly in income-producing equity securities.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under the
Investment Advisers Act of 1940.

Overseas Portfolio

The Fund: The Overseas Portfolio is one portfolio of Variable Insurance
Products Fund, an open-end management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission, under the Investment Company Act of 1940.

Objective:  Seeks long-term growth of capital.

Strategy:  Invests mainly in equity securities outside of the United States.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under the
Investment Advisers Act of 1940.

High Income Portfolio

The Fund: The High Income Portfolio is one portfolio of Variable Insurance
Products Fund, an open-end management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission, under the Investment Company Act of 1940.

                                    A-6

<PAGE> 97
Objective:  To seek high current income.

Strategy:  Invests mainly in high-yielding debt securities, with an emphasis
on lower-quality securities.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under the
Investment Advisers Act of 1940.

Evergreen VA Portfolio

The Fund:  The Evergreen VA Portfolio is one portfolio of the Evergreen
Variable Trust (the "Trust"), an open-end management investment company
organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission, under the Investment Company Act of
1940.

Objective:  Seeks to achieve capital appreciation.

Strategy:  Invests in the securities of little known or relatively small
companies undergoing changes which the Adviser believes will have favorable
consequences.  Income will not be a factor in the selection of portfolio
investments.

Investment Adviser:  The Portfolio is advised by Evergreen Asset Management
Corp.  (Evergreen Asset) and Lieber & Company serves as sub-adviser. Both
Evergreen Asset and Lieber & Company are registered investment advisers
under the Investment Advisers Act of 1940.

Evergreen VA Growth and Income Portfolio

The Fund:  The Evergreen VA Growth and Income Portfolio is one portfolio of
the Evergreen Variable Trust (the "Trust"), an open-end management
investment company organized as a Massachusetts business trust and
registered with the Securities and Exchange Commission, under the Investment
Company Act of 1940.

Objective:  Seeks to achieve a return composed of capital appreciation in
the value of its shares and current income.

Strategy:  The Fund will attempt to meet its objectives by investing in the
securities of companies which are undervalued in the marketplace relative to
those companies' assets, breakup value, earnings, or potential earnings
growth.

                                    A-7

<PAGE> 98
Investment Adviser:  The Portfolio is advised by Evergreen Asset Management
Corp.  (Evergreen Asset) and Lieber & Company serves as sub-adviser. Both
Evergreen Asset and Lieber & Company are registered investment advisers
under the Investment Advisers Act of 1940.

Evergreen VA Foundation Portfolio

The Fund:  The Evergreen VA Foundation Portfolio is one portfolio of the
Evergreen Variable Trust (the "Trust"), an open-end management investment
company organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission, under the Investment Company Act of
1940.

Objective:  Seeks, in order of priority, reasonable income, conservation of
capital and capital appreciation.

Strategy:  Invests principally in income-producing common and preferred
stocks, securities convertibles into or exchangeable for common stocks and
fixed income securities.

Investment Adviser:  The Portfolio is advised by Evergreen Asset Management
Corp.  (Evergreen Asset) and Lieber & Company serves as sub-adviser.  Both
Evergreen Asset and Lieber & Company are registered investment advisers
under the Investment Advisers Act of 1940.



                                    A-8
<PAGE> 99

                        APPENDIX B -- CONTRACT RIDERS

Joint and Last Survivor Rider
- -----------------------------

The Joint and Last Survivor Rider modifies the Contract to provide insurance
coverage on the lives of two Insureds.  The rider will be subject to all
terms in the Contract, and the addition of the rider will not change any
mechanics of the Contract, except as modified in the Contract and
highlighted below.  Some of the discussions in the Prospectus applicable to
the Contract apply differently to a Contract to which a Joint and Last
Survivor Rider has been added.  Set out below are the modifications to
designated sections of the Prospectus in the event that a Joint and Last
Survivor Rider is added to the Contract.  Except as noted below, the
discussions in the Prospectus referencing a single Insured can be read as
though the single Insured was two Insureds under a Contract with a Joint and
Last Survivor Rider.

Definitions
- -----------

The following definitions apply to a Contract with a Joint and Last Survivor
Rider:

First Insured:  The first person of the two Insureds to die.

Insured:  A person whose life is insured under the terms of the Contract.
There are two Insureds under the Contract.  Both Insureds are shown in the
Contract.

Joint and Last Survivor Rider: A rider added attached to the Contract
described in this Prospectus, which will amend the Contract to pay a Death
Benefit after the death of two Insureds.

Last Insured:  The last person of the two Insureds to die.

The following are the major differences between a Contract with a Joint and
Last Survivor Rider added, and a Contract without this rider.

      1.    All conditions of eligibility of a prospective Insured will be
            applied to both Insureds in order for a Contract with a
            Joint and Last Survivor Rider to be issued. (See "The
            Contract -- Availability of Insurance Coverage")

      2.    Death Benefits will be paid on a Temporary Insurance Coverage
            basis only if both Insureds meet SELIC's usual and customary
            underwriting standards for the applied for coverage  (See "The
            Contract -- Availability of Insurance Coverage")

                                    B-1
<PAGE> 100
      3.    All Contracts that are issued with a Joint and Last Survivor Rider
            attached will require medical evidence of insurability.  (See "The
            Contract -- Evidence of Insurability")

      4.    All Contracts that are issued with a Joint and Last Survivor
            Rider attached will pay a Death Benefit only on the death of
            the Last Insured.  No Death Benefit will be paid on the death
            of the First Insured.  (See "The Contract -- Death Benefits
            Under the Contract").

      5.    No change in Death Benefit Option or Face Amount will be
            effective if the Last Insured dies before the change is
            effective.  (See "The Contract -- Death Benefit Options" and
            "The Contract -- Death Benefits under the Contract")

      6.    In general, a Contract with a Joint and Last Survivor Rider will
            have  a lower Target Premium than a Contract issued on a
            single Insured with the same Total Insurance Coverage.  This
            will result in lower Commission Charges for a Contract with
            the same Total Insurance Coverage.  (See "Charges and
            Deductions -- Premium Load")

      7.    A deduction for SELIC's cost of insurance protection is made on
            each Monthiversary and in general will be based upon the sex
            and smoker status of the two Insureds.  The Joint and Last
            Survivor cost of insurance rates will be blended rates based
            upon the Issue Ages of the Insureds, the number of completed
            Contract Years, as well as the sex and smoker status of the
            Insureds.  The cost of insurance rates may also vary by any
            special insurance class charges.

            The guaranteed cost of insurance rates will not be greater than
            the guaranteed maximum cost of insurance rates set forth in
            the Contract.  These rates, as well as the rates used to
            calculate the Minimum Death Benefit and limitations on
            Premiums payable under the Contract, are based on the 1980
            Commissioners Standard Ordinary Tables, Age Nearest Birthday,
            that correspond to the applicable ages, sex and smoker status
            of the Insureds.  Current cost of insurance rates may be
            lower.

            Since a benefit is paid only in the event that both Insureds
            have died, Cost of Insurance Charges for Contracts with a
            Joint and Last Survivor Rider attached will generally be
            lower than the charges for a comparable single life Contract.
            (See "The Contract -- Charges and Deductions -- Cost of
            Insurance Charges")

                                    B-2
<PAGE> 101
      8.    The calculation of the Minimum Death Benefit and any limitations
            on Premiums will reflect the fact that no Death Benefit will
            be paid until the death of the Last Insured.  Assuming the
            same amount of requested Insurance Coverage, any limitations
            on Premiums payable under the Contract will be lower than
            those based upon a single life, while the Minimum Death
            Benefits will be higher than those based upon a single life.
            (See "The Contract -- Death Benefits Under the Contract").

      9.    The Underwriting Charge for Contracts issued with a Joint and
            Last Survivor Rider attached will be equal to the sum of a
            flat fee and a charge per $1,000 of Total Insurance Coverage,
            subject to a maximum charge.  This charge is determined
            separately for each Insured.  The charges for each Insured
            are added together to obtain the total charge for the
            Contact.  This charge is deducted on each Monthiversary for
            the first twelve (12) Contract Months.  The flat fee, charge
            per $1,000, and maximum charge are shown in the table below.

<TABLE>
<CAPTION>
                                            Per $1,000 of            Maximum Total
                        Flat Fee           Total Insurance        Underwriting Charge
Issue Age              Per Month          Coverage Per Month     Per Insured Per Month
<S>                      <C>                   <C>                      <C>
20 - 45                  $4.17                 $.00833                  $37.50
46 - 60                  $4.17                 $.01250                  $54.17
61 - 85                  $4.17                 $.01667                  $54.17
</TABLE>

            If there is a Contract change after issue which requires medical
            underwriting, SELIC will deduct on the Monthiversary following the
            underwriting an amount per Insured equal to $100, plus the per
            thousand charge above multiplied by twelve (12), multiplied by the
            increase in the Net Amount at Risk to which the underwriting
            relates, subject to the maximum charge shown above.  (See "Charges
            and Deductions -- Underwriting Charges")

            SELIC may, in its sole discretion, reduce or waive the
            Underwriting Charge in connection with the purchase of
            Contracts sold by licensed agents of SELIC that are also
            registered representatives of selected broker-dealers or
            through banks that have entered into written sales agreements
            with Walnut Street.  Any reduction in or waiver of the
            Underwriting Charge will be reflected in the Contract.

      10.   The Maturity Date of Contracts issued with a Joint and Last
            Survivor Rider attached will be when the younger of the two
            Insureds reaches the attained age of 100.  (See
            "Termination -- Maturity Date")

                                    B-3

<PAGE> 102
      11.   For a Contract issued with a Joint and Last Survivor Rider
            attached to be reinstated, both Insureds must be alive on the
            date of reinstatement.  (See "Termination -- Reinstatement of
            a Contract Terminated for Insufficient Value")

      12.   A limited Death Benefit will be paid on a Contract issued with a
            Joint and Last Survivor Rider if either Insured commits
            suicide within two years from the date coverage becomes
            effective or within two years from the date of receipt of a
            Subsequent Premium payment which increases the Death Benefit.
            (See "The Contract -- Additional Provisions of the Contract --
            Suicide.")

Supplemental Term Insurance Rider
- ---------------------------------

A Contract Holder may elect to add a Supplemental Term Insurance Rider to
the Contract at the time of the Application.  The Supplemental Term
Insurance Rider increases the Total Insurance Amount under the Contract.
The addition of this Rider will allow SELIC to deduct additional monthly
charges from the Insurance Account Value of the Contract.

This rider may be added a single life Contract, or a Contract to which a
Joint and Last Insured Rider has been attached.

Set out below are  additional definitions and other modifications applicable
when a Supplemental Term Rider is added to a Contract.

Definitions
- -----------

The following definitions apply to a Contract with a Supplemental Term
Insurance Rider:

Date of Death Upon Which Death Benefit becomes Payable: The date of death of
the Insured, for a single life Contract, or the Last Insured for a Contract
to which a Joint and Last Survivor Rider has been added.

Rider Death Benefit:  Is the amount of Supplemental Term Insurance Coverage
under the Rider.

Supplemental Term Insurance Benefit

The Supplemental Term Insurance Rider  provides term insurance coverage (the
Rider Death Benefit) that is in addition to insurance coverage provided
under the Contract.  SELIC will pay the Rider Death Benefit to the beneficiary
if the Date of Death Upon Which Death Benefit becomes Payable occurs while the
rider is in force.  SELIC must receive proof that such death

                                    B-4
<PAGE> 103
occurred before the Rider Expiry Date in the Contract, or the termination of
the coverage provided by the Supplemental Term Insurance Rider, if earlier, as
specified in the Rider and the Contract.

The Contract Holder may, subject to the approval of the Company, change the
Supplemental Term Insurance Amount.  The Contract Holder must request any
change not specified in the Contract by notifying SELIC in writing.
Evidence of Insurability will be required for any change that increases the
Supplemental Term Insurance Amount.  If SELIC approves the change, it will
take effect on the next Monthiversary which is at least thirty (30) days
after all the required information has been provided to SELIC.  The Contract
will be amended to reflect any such change in the Supplemental Term
Insurance Amount.  No change will be effective if the Date Upon Which Death
Benefit Becomes Payable is before the date of the change.

Monthly Charges For Supplemental Term Insurance Amounts - Cost of Insurance
Charges

Charges for the Supplemental Term Insurance Rider, which consist of monthly
Cost of Insurance Charges for the Rider Death Benefit, are deducted from the
Insurance Account Value on each Monthiversary.  The charges are determined
by multiplying the Rider Net Amount At Risk by the current monthly Cost of
Insurance Rate for the Rider.

The Rider Net Amount at Risk on any Monthiversary is equal to:

      (a)   the Supplemental Term Insurance Amount discounted to such
            Monthiversary at the rate specified in the Basis of
            Computation Specified in the Contract; less

      (b)   the excess, if any, of the Insurance Account Value on such
            Monthiversary over the Death Benefit for the Contract
            discounted to such Monthiversary at the rate specified in the
            Basis of Computations Specified in the Contract.

The cost of insurance rates for the Supplemental Term Insurance Rider will
be equal to the current cost of insurance rates for the Face Amount under
Contract.  On each Monthiversary on which the Supplemental Term Insurance
Rider is in force, the Cost of Insurance for the Supplemental Term Insurance
Rider will be added to the Monthly Charges deducted from the Insurance Account
Value.

Termination of the Supplemental Term Insurance Rider

The Supplemental Term Insurance Rider may be terminated as of any
Monthiversary following a written request to the Company.  The Supplemental
Term Insurance Rider will terminate automatically when any of the following
events occur:

                                    B-5

<PAGE> 104
      (a) the lapse of the Contract,

      (b) the surrender of the Contract,

      (c) the Maturity Date of the Contract,

      (d) the Date of Death Upon Which Death Benefits become Payable, or

      (e) the Rider Expiry Date.

Reinstatement of Supplemental Term Insurance Rider

If the Supplemental Term Insurance Rider terminates, it may be reinstated
within five years of the earlier of the Contact termination or rider
termination provided that:

      (a) if the Contract has terminated, it is also being reinstated,

      (b) satisfactory evidence of insurability is provided to SELIC, and

      (c) any charges due under the rider are paid as of the date of the
          Reinstatement.

The charges due will be equal to the amount of the charges for the rider due
and unpaid at the time that the rider terminated, plus three (3) times the
charges for the rider due at the time of Reinstatement.

In order for the rider to be reinstated, the same number of Insureds under
the Contract must be alive as were alive when the rider terminated.

Additional Provisions of the Rider - Incontestability

In order for SELIC to contest the validity of any coverage provided by the
Supplemental Term Insurance Rider, legal action must be commenced within two
years from the rider effective date or from the effective date of any change
in rider coverage requiring evidence of insurability, including
Reinstatement of Coverage.

                                    B-6

<PAGE> 105
Additional Provisions of the Rider - Suicide

If the Supplemental Term Insurance Rider is attached to a single life
Contract and the Insured dies by suicide, while sane or insane, within two
years from the Rider Effective Date, the death benefit payable will be
limited to the sum of the Cost of Insurance Charges for the Rider.

If this rider is attached to a Contract, to which a Joint and Last Survivor
Rider has been added, and either Insured dies by suicide, while sane or
insane, within two years from the Rider Effective Date, the death benefit
payable will be limited to the sum of the Cost of Insurance Charges for the
Rider.

The following are major modifications to a Contract when a Supplemental Term
Insurance Rider is added:

      1.    Coverage provided by the Supplemental Term Insurance Rider is
            not taken into account in determining the amount of Target
            Premium: accordingly there may be no additional Premium
            Load associated with this coverage.  (See "The Contracts --
            Premiums")

      2.    In the event that a partial withdrawal results in a decrease in
            the Face Amount, which would cause the Face Amount to be
            less than the Minimum Face Amount  of a Contract, the
            Supplemental Term Insurance Amount will be decreased by the
            amount of the excess of the withdrawal over the decreased
            Face Amount.  (See "The Contract -- Surrender and Partial
            Withdrawal")

      3.    The Supplemental Term Insurance Amount will be included in Total
            Insurance Coverage in determining whether the Minimum Death
            Benefit applies, and is not included in Death Benefit
            proceeds when the Death Benefit payable under the Contract is
            equal to the Minimum Death Benefit.

                                    B-7
<PAGE> 106
             APPENDIX  C -- ILLUSTRATIONS OF DEATH BENEFITS
                     AND NET INSURANCE ACCOUNT VALUE

The following illustrations show hypothetically how the Insurance Account
Value and Death Benefit of a Contract change with the investment experience
of the Available Divisions of the Separate Account.  The illustrations show
how the Insurance Account Value and Death Benefit of a Contract issued to an
Insured of a given Issue Age and at a given Premium would vary over time if
the investment return on the assets held in each Available Division of the
Separate Account were an assumed uniform, gross, after-tax annual rate of
0%, 6% or 12%.  The hypothetical rates of return are illustrative only and
should not be deemed a representation of past or future investment
performance.  The illustrations on pages C---- through C---- illustrate a
Contract issued to a Male, Issue Age 45 in a nonsmoker rate class assuming
Medical Underwriting.  The values would be different from those shown if the
gross annual investment rates of return averaged 0%, 6% or 12% over a period
of years, but fluctuated above and below those averages for individual
Contract Years.  The actual values will depend upon various factors,
including age, sex, smoking status, and underwriting status of the Insured.

The Insurance Account Value column under the "Guaranteed" heading shows the
accumulated value of the Net Premiums paid at the assumed rate of return,
reflecting deduction of the maximum mortality and expense risk charge, the
maximum monthly administrative charges, and monthly charges for the cost of
insurance based on the maximum values allowed under the 1980 Commissioners
Standard Ordinary Mortality Table.  The Insurance Account Value column under
the "Current" heading shows the accumulated value of the Net Premiums at the
assumed rate of return, reflecting deduction of the current mortality and
expense risk charge, the current monthly administrative charges, and monthly
charges for the cost of insurance at their current level, which is less than
or equal to that allowed by the 1980 Commissioners Standard Ordinary
Mortality Table.  The illustrations of Death Benefits reflect the above
assumptions.  The Death Benefits also vary between illustrations depending
upon whether Death Benefit Option 1, Option 2, or Option 3 is illustrated.

The amounts shown for the Insurance Account Value and Death Benefit reflect
the fact that the investment rate of return is lower than the gross after-tax
return on the assets held in a Division due to the advisory fee (.60% of
aggregate average daily net assets is assumed) and operating expenses of the
Underlying Portfolio (which are assumed to be .20%).  After deduction for
these amounts and the mortality and expense basis the illustrated gross
annual investment rates of return of 0%, 6% and 12% correspond to approximate
net annual rates of  -1.15%,  4.85%, and  10.85%, respectively, on a current
basis, and  -1.30%,  4.70%, and  10.70%, respectively, on a guaranteed basis.
The average advisory fee and fund expense reflects any voluntary expense
reimbursement arrangements between the various underlying funds and their
investment advisors.  The investment advisors could terminate these
arrangements at any time.  If any of these arrangements are terminated, the
above net annual rates of return would be reduced.  The actual investment
advisory fee applicable to each Division is shown in the respective
prospectuses for

                                    C-1
<PAGE> 107
each Underlying Portfolio.  These Prospectuses for the Funds should also be
consulted for details about the nature and extent of expenses for each
Underlying Portfolio.

The hypothetical values shown in the illustrations do not reflect any
charges for federal income taxes against the Separate Account, since
Security Equity Life Insurance Company is not currently making any such
charges.  However, such charges may be made in the future and, in that
event, the gross annual investment rate of return of the Available Divisions
would have to exceed 0%, 6% and 12% by an amount sufficient to cover the
charges in order to produce the Death Benefit and Insurance Account Value
illustration.  (See "Federal Tax Matters").

The illustrations illustrate the Contract values that would result based
upon the investment rates of return if Premiums are paid as indicated, if
all Net Premiums are allocated evenly among Available Divisions, and if no
Contract Loans have been made.  The illustrations are also based on the
assumptions that the Contract Holder has not requested an increase or
decrease in the Face Amount, that no partial withdrawals have been made,
that no transfer charges were incurred, and that no optional riders have
been requested.

Upon request, Security Equity Life Insurance Company will provide a
comparable illustration based upon the proposed Insured's Issue Age, sex and
rate class, the Face Amount and Premium pattern requested, and any available
riders requested.


                                    C-2
<PAGE> 108

<TABLE>
                                 SECURITY EQUITY LIFE INSURANCE COMPANY
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                Male Nonsmoker Age 45

Death Benefit Option: Option 1. Level                                        Annual Premium: $1,948

<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 0%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (-1.15% Net)<F*>                (-1.30% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>    <C>          <C>       <C>        <C>         <C>         <C>        <C>         <C>
    1      46       2,045      1,948      1,071      1,071      100,000        768        768      100,000
- ------------------------------------------------------------------------------------------------------------
    2      47       4,193      1,948      2,583      2,583      100,000      1,988      1,988      100,000
- ------------------------------------------------------------------------------------------------------------
    3      48       6,448      1,948      4,046      4,046      100,000      3,168      3,168      100,000
- ------------------------------------------------------------------------------------------------------------
    4      49       8,816      1,948      5,470      5,470      100,000      4,308      4,308      100,000
- ------------------------------------------------------------------------------------------------------------
    5      50      11,302      1,948      6,860      6,860      100,000      5,405      5,405      100,000
- ------------------------------------------------------------------------------------------------------------
    6      51      13,913      1,948      8,218      8,218      100,000      6,458      6,458      100,000
- ------------------------------------------------------------------------------------------------------------
    7      52      16,654      1,948      9,544      9,544      100,000      7,463      7,463      100,000
- ------------------------------------------------------------------------------------------------------------
    8      53      19,532      1,948     10,841     10,841      100,000      8,413      8,413      100,000
- ------------------------------------------------------------------------------------------------------------
    9      54      22,554      1,948     12,113     12,113      100,000      9,305      9,305      100,000
- ------------------------------------------------------------------------------------------------------------
   10      55      25,727      1,948     13,343     13,343      100,000     10,132     10,132      100,000
- ------------------------------------------------------------------------------------------------------------
   11      56      29,059      1,948     14,593     14,593      100,000     10,929     10,929      100,000
- ------------------------------------------------------------------------------------------------------------
   12      57      32,557      1,948     15,804     15,804      100,000     11,650     11,650      100,000
- ------------------------------------------------------------------------------------------------------------
   13      58      36,230      1,948     16,977     16,977      100,000     12,293     12,293      100,000
- ------------------------------------------------------------------------------------------------------------
   14      59      40,087      1,948     18,098     18,098      100,000     12,853     12,853      100,000
- ------------------------------------------------------------------------------------------------------------
   15      60      44,137      1,948     19,164     19,164      100,000     13,320     13,320      100,000
- ------------------------------------------------------------------------------------------------------------
   16      61      48,389      1,948     20,240     20,240      100,000     13,765     13,765      100,000
- ------------------------------------------------------------------------------------------------------------
   17      62      52,854      1,948     21,249     21,249      100,000     14,097     14,097      100,000
- ------------------------------------------------------------------------------------------------------------
   18      63      57,542      1,948     22,194     22,194      100,000     14,304     14,304      100,000
- ------------------------------------------------------------------------------------------------------------
   19      64      62,464      1,948     23,075     23,075      100,000     14,366     14,366      100,000
- ------------------------------------------------------------------------------------------------------------
   20      65      67,633      1,948     23,895     23,895      100,000     14,264     14,264      100,000
- ------------------------------------------------------------------------------------------------------------
   25      70      97,621      1,948     26,802     26,802      100,000     10,616     10,616      100,000
- ------------------------------------------------------------------------------------------------------------
   30      75     135,894      1,948     26,950     26,950      100,000     <F***>     <F***>      <F***>
============================================================================================================
<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly administrative
       charges, and cost of insurance rates for the exact combination of premiums and benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly administrative
       charges, and cost of insurance rates for the exact combination of premiums and benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the Contract in force.
</TABLE>

The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results.  Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Contract
Holder, and the investment results for the Underlying Portfolios.  The
Insurance Account Value, Net Cash Value and Death Benefit for a Contract
would be different from those shown if the actual rates of return averaged
the rate shown over a period of years, but also fluctuated above or below that
average for individual Contract Years.  No representation can be made by
SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical
rate of return can be achieved for any one year, or sustained over any
period of time.

Illustrated values shown above are as of the end of the Contract Years
indicated and assume any additional premiums shown are received on the
Contract Anniversaries.


                                    C-3
<PAGE> 109

<TABLE>
                                 SECURITY EQUITY LIFE INSURANCE COMPANY
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                Male Nonsmoker Age 45

Death Benefit Option: Option 1. Level                                        Annual Premium: $1,948

<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 6%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (4.85% Net)<F*>                 (4.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>    <C>          <C>       <C>        <C>         <C>         <C>        <C>         <C>
    1      46       2,045      1,948      1,139      1,139      100,000        827        827      100,000
- ------------------------------------------------------------------------------------------------------------
    2      47       4,193      1,948      2,816      2,816      100,000      2,183      2,183      100,000
- ------------------------------------------------------------------------------------------------------------
    3      48       6,448      1,948      4,541      4,541      100,000      3,579      3,579      100,000
- ------------------------------------------------------------------------------------------------------------
    4      49       8,816      1,948      6,328      6,328      100,000      5,017      5,017      100,000
- ------------------------------------------------------------------------------------------------------------
    5      50      11,302      1,948      8,185      8,185      100,000      6,494      6,494      100,000
- ------------------------------------------------------------------------------------------------------------
    6      51      13,913      1,948     10,115     10,115      100,000      8,014      8,014      100,000
- ------------------------------------------------------------------------------------------------------------
    7      52      16,654      1,948     12,126     12,126      100,000      9,571      9,571      100,000
- ------------------------------------------------------------------------------------------------------------
    8      53      19,532      1,948     14,220     14,220      100,000     11,164     11,164      100,000
- ------------------------------------------------------------------------------------------------------------
    9      54      22,554      1,948     16,409     16,409      100,000     12,791     12,791      100,000
- ------------------------------------------------------------------------------------------------------------
   10      55      25,727      1,948     18,681     18,681      100,000     14,446     14,446      100,000
- ------------------------------------------------------------------------------------------------------------
   11      56      29,059      1,948     21,102     21,102      100,000     16,170     16,170      100,000
- ------------------------------------------------------------------------------------------------------------
   12      57      32,557      1,948     23,623     23,623      100,000     17,920     17,920      100,000
- ------------------------------------------------------------------------------------------------------------
   13      58      36,230      1,948     26,248     26,248      100,000     19,698     19,698      100,000
- ------------------------------------------------------------------------------------------------------------
   14      59      40,087      1,948     28,972     28,972      100,000     21,500     21,500      100,000
- ------------------------------------------------------------------------------------------------------------
   15      60      44,137      1,948     31,799     31,799      100,000     23,324     23,324      100,000
- ------------------------------------------------------------------------------------------------------------
   16      61      48,389      1,948     34,808     34,808      100,000     25,248     25,248      100,000
- ------------------------------------------------------------------------------------------------------------
   17      62      52,854      1,948     37,931     37,931      100,000     27,189     27,189      100,000
- ------------------------------------------------------------------------------------------------------------
   18      63      57,542      1,948     41,179     41,179      100,000     29,141     29,141      100,000
- ------------------------------------------------------------------------------------------------------------
   19      64      62,464      1,948     44,564     44,564      100,000     31,095     31,095      100,000
- ------------------------------------------------------------------------------------------------------------
   20      65      67,633      1,948     48,100     48,100      100,000     33,042     33,042      100,000
- ------------------------------------------------------------------------------------------------------------
   25      70      97,621      1,948     68,298     68,298      107,911     42,508     42,508      100,000
- ------------------------------------------------------------------------------------------------------------
   30      75     135,894      1,948     92,466     92,466      132,226     50,586     50,586      100,000
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly administrative
       charges, and cost of insurance rates for the exact combination of premiums and benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly administrative
       charges, and cost of insurance rates for the exact combination of premiums and benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the Contract in force.
</TABLE>

The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results.  Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Contract
Holder, and the investment results for the Underlying Portfolios.  The
Insurance Account Value, Net Cash Value and Death Benefit for a Contract
would be different from those shown if the actual rates of return averaged
the rate shown over a period of years, but also fluctuated above or below that
average for individual Contract Years.  No representation can be made by
SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical
rate of return can be achieved for any one year, or sustained over any
period of time.

Illustrated values shown above are as of the end of the Contract Years
indicated and assume any additional premiums shown are received on the
Contract Anniversaries.


                                    C-4
<PAGE> 110

<TABLE>
                                 SECURITY EQUITY LIFE INSURANCE COMPANY
                                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                Male Nonsmoker Age 45

Death Benefit Option: Option 1. Level                                        Annual Premium: $1,948

<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 12%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (10.85% Net)<F*>                 (10.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>    <C>          <C>       <C>        <C>         <C>         <C>        <C>         <C>
    1      46       2,045      1,948      1,208      1,208      100,000        886        886      100,000
- ------------------------------------------------------------------------------------------------------------
    2      47       4,193      1,948      3,057      3,057      100,000      2,386      2,386      100,000
- ------------------------------------------------------------------------------------------------------------
    3      48       6,448      1,948      5,074      5,074      100,000      4,023      4,023      100,000
- ------------------------------------------------------------------------------------------------------------
    4      49       8,816      1,948      7,288      7,288      100,000      5,811      5,811      100,000
- ------------------------------------------------------------------------------------------------------------
    5      50      11,302      1,948      9,725      9,725      100,000      7,765      7,765      100,000
- ------------------------------------------------------------------------------------------------------------
    6      51      13,913      1,948     12,412     12,412      100,000      9,902      9,902      100,000
- ------------------------------------------------------------------------------------------------------------
    7      52      16,654      1,948     15,379     15,379      100,000     12,239     12,239      100,000
- ------------------------------------------------------------------------------------------------------------
    8      53      19,532      1,948     18,657     18,657      100,000     14,793     14,793      100,000
- ------------------------------------------------------------------------------------------------------------
    9      54      22,554      1,948     22,288     22,288      100,000     17,586     17,586      100,000
- ------------------------------------------------------------------------------------------------------------
   10      55      25,727      1,948     26,295     26,295      100,000     20,642     20,642      100,000
- ------------------------------------------------------------------------------------------------------------
   11      56      29,059      1,948     30,785     30,785      100,000     24,034     24,034      100,000
- ------------------------------------------------------------------------------------------------------------
   12      57      32,557      1,948     35,755     35,755      100,000     27,754     27,754      100,000
- ------------------------------------------------------------------------------------------------------------
   13      58      36,230      1,948     41,260     41,260      100,000     31,845     31,845      100,000
- ------------------------------------------------------------------------------------------------------------
   14      59      40,087      1,948     47,355     47,355      100,000     36,352     36,352      100,000
- ------------------------------------------------------------------------------------------------------------
   15      60      44,137      1,948     54,086     54,086      110,335     41,326     41,326      100,000
- ------------------------------------------------------------------------------------------------------------
   16      61      48,389      1,948     61,564     61,564      122,513     46,914     46,914      100,000
- ------------------------------------------------------------------------------------------------------------
   17      62      52,854      1,948     69,782     69,782      134,679     53,107     53,107      102,497
- ------------------------------------------------------------------------------------------------------------
   18      63      57,542      1,948     78,809     78,809      148,161     59,875     59,875      112,564
- ------------------------------------------------------------------------------------------------------------
   19      64      62,464      1,948     88,728     88,728      162,372     67,222     67,222      123,016
- ------------------------------------------------------------------------------------------------------------
   20      65      67,633      1,948     99,263     99,263      178,324     75,178     75,178      134,568
- ------------------------------------------------------------------------------------------------------------
   25      70      97,621      1,948    172,247    172,247      272,150    125,897    125,897      198,918
- ------------------------------------------------------------------------------------------------------------
   30      75     135,894      1,948    286,898    286,898      410,265    199,437    199,437      285,195
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly administrative
       charges, and cost of insurance rates for the exact combination of premiums and benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly administrative
       charges, and cost of insurance rates for the exact combination of premiums and benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the Contract in force.
</TABLE>

The hypothetical investment rate of return shown above is illustrative only,
and should not be deemed a representation of past or future results.  Actual
investment results may be more or less than those shown and will depend on a
number of factors, including the investment allocation made by the Contract
Holder, and the investment results for the Underlying Portfolios.  The
Insurance Account Value, Net Cash Value and Death Benefit for a Contract
would be different from those shown if the actual rates of return averaged
the rate shown over a period of years, but also fluctuated above or below that
average for individual Contract Years.  No representation can be made by
SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical
rate of return can be achieved for any one year, or sustained over any
period of time.

Illustrated values shown above are as of the end of the Contract Years
indicated and assume any additional premiums shown are received on the
Contract Anniversaries.


                                    C-5
<PAGE> 111

<TABLE>
                              SECURITY EQUITY LIFE INSURANCE COMPANY
                             FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 2. Return of Account Value                        Annual Premium: $5,612

<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 0%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (-1.15% Net)<F*>                (-1.30% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>       <C>         <C>         <C>          <C>         <C>        <C>
1         46      5,893       5,612       3,497       3,497     103,497       3,188       3,188     103,188
- ------------------------------------------------------------------------------------------------------------
2         47     12,080       5,612       8,129       8,129     108,129       7,514       7,514     107,514
- ------------------------------------------------------------------------------------------------------------
3         48     18,576       5,612      12,674      12,674     112,674      11,756      11,756     111,756
- ------------------------------------------------------------------------------------------------------------
4         49     25,398       5,612      17,141      17,141     117,141      15,911      15,911     115,911
- ------------------------------------------------------------------------------------------------------------
5         50     32,560       5,612      21,535      21,535     121,535      19,978      19,978     119,978
- ------------------------------------------------------------------------------------------------------------
6         51     40,081       5,612      25,858      25,858     125,858      23,956      23,956     123,956
- ------------------------------------------------------------------------------------------------------------
7         52     47,978       5,612      30,111      30,111     130,111      27,837      27,837     127,837
- ------------------------------------------------------------------------------------------------------------
8         53     56,269       5,612      34,296      34,296     134,296      31,618      31,618     131,618
- ------------------------------------------------------------------------------------------------------------
9         54     64,975       5,612      38,418      38,418     138,418      35,293      35,293     135,293
- ------------------------------------------------------------------------------------------------------------
10        55     74,116       5,612      42,457      42,457     142,457      38,855      38,855     138,855
- ------------------------------------------------------------------------------------------------------------
11        56     83,715       5,612      46,551      46,551     146,551      42,409      42,409     142,409
- ------------------------------------------------------------------------------------------------------------
12        57     93,793       5,612      50,565      50,565     150,565      45,836      45,836     145,836
- ------------------------------------------------------------------------------------------------------------
13        58    104,376       5,612      54,498      54,498     154,498      49,133      49,133     149,133
- ------------------------------------------------------------------------------------------------------------
14        59    115,487       5,612      58,334      58,334     158,334      52,294      52,294     152,294
- ------------------------------------------------------------------------------------------------------------
15        60    127,154       5,612      62,068      62,068     162,068      55,309      55,309     155,309
- ------------------------------------------------------------------------------------------------------------
16        61    139,404       5,612      65,905      65,905     165,905      58,390      58,390     158,390
- ------------------------------------------------------------------------------------------------------------
17        62    152,267       5,612      69,621      69,621     169,621      61,302      61,302     161,302
- ------------------------------------------------------------------------------------------------------------
18        63    165,773       5,612      73,218      73,218     173,218      64,027      64,027     164,027
- ------------------------------------------------------------------------------------------------------------
19        64    179,954       5,612      76,697      76,697     176,697      66,548      66,548     166,548
- ------------------------------------------------------------------------------------------------------------
20        65    194,844       5,612      80,059      80,059     180,059      68,844      68,844     168,844
- ------------------------------------------------------------------------------------------------------------
25        70    281,237       5,612      94,743      94,743     194,743      76,396      76,396     176,396
- ------------------------------------------------------------------------------------------------------------
30        75    391,498       5,612     104,876     104,876     204,876      74,876      74,876     174,876
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any
additional premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-6
<PAGE> 112
<TABLE>
                               SECURITY EQUITY LIFE INSURANCE COMPANY
                              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 2. Return of Account Value                        Annual Premium: $5,612

<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 6%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (4.85% Net)<F*>                 (4.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>       <C>         <C>         <C>         <C>         <C>         <C>
1         46      5,893       5,612       3,713       3,713     103,713       3,394       3,394     103,394
- ------------------------------------------------------------------------------------------------------------
2         47     12,080       5,612       8,853       8,853     108,853       8,199       8,199     108,199
- ------------------------------------------------------------------------------------------------------------
3         48     18,576       5,612      14,207      14,207     114,207      13,201      13,201     113,201
- ------------------------------------------------------------------------------------------------------------
4         49     25,398       5,612      19,795      19,795     119,795      18,407      18,407     118,407
- ------------------------------------------------------------------------------------------------------------
5         50     32,560       5,612      25,632      25,632     125,632      23,821      23,821     123,821
- ------------------------------------------------------------------------------------------------------------
6         51     40,081       5,612      31,731      31,731     131,731      29,451      29,451     129,451
- ------------------------------------------------------------------------------------------------------------
7         52     47,978       5,612      38,104      38,104     138,104      35,301      35,301     135,301
- ------------------------------------------------------------------------------------------------------------
8         53     56,269       5,612      44,767      44,767     144,767      41,374      41,374     141,374
- ------------------------------------------------------------------------------------------------------------
9         54     64,975       5,612      51,737      51,737     151,737      47,674      47,674     147,674
- ------------------------------------------------------------------------------------------------------------
10        55     74,116       5,612      59,009      59,009     159,009      54,203      54,203     154,203
- ------------------------------------------------------------------------------------------------------------
11        56     83,715       5,612      66,741      66,741     166,741      61,081      61,081     161,081
- ------------------------------------------------------------------------------------------------------------
12        57     93,793       5,612      74,815      74,815     174,815      68,199      68,199     168,199
- ------------------------------------------------------------------------------------------------------------
13        58    104,376       5,612      83,244      83,244     183,244      75,564      75,564     175,564
- ------------------------------------------------------------------------------------------------------------
14        59    115,487       5,612      92,028      92,028     193,259      83,179      83,179     183,179
- ------------------------------------------------------------------------------------------------------------
15        60    127,154       5,612     101,165     101,165     206,377      91,045      91,045     191,045
- ------------------------------------------------------------------------------------------------------------
16        61    139,404       5,612     110,875     110,875     220,640      99,395      99,395     199,395
- ------------------------------------------------------------------------------------------------------------
17        62    152,267       5,612     120,953     120,953     233,439     108,004     108,004     208,447
- ------------------------------------------------------------------------------------------------------------
18        63    165,773       5,612     131,410     131,410     247,051     116,847     116,847     219,673
- ------------------------------------------------------------------------------------------------------------
19        64    179,954       5,612     142,266     142,266     260,347     125,901     125,901     230,399
- ------------------------------------------------------------------------------------------------------------
20        65    194,844       5,612     153,530     153,530     274,818     135,134     135,134     241,890
- ------------------------------------------------------------------------------------------------------------
25        70    281,237       5,612     216,318     216,318     341,782     184,037     184,037     290,779
- ------------------------------------------------------------------------------------------------------------
30        75    391,498       5,612     290,597     290,597     415,554     236,033     236,033     337,527
============================================================================================================
<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-7
<PAGE> 113
<TABLE>
                               SECURITY EQUITY LIFE INSURANCE COMPANY
                              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 2. Return of Account Value                        Annual Premium: $5,612
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 12%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (10.85% Net)<F*>                (10.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>       <C>         <C>       <C>           <C>         <C>         <C>
1         46      5,893       5,612       3,928       3,928     103,928       3,600       3,600     103,600
- ------------------------------------------------------------------------------------------------------------
2         47     12,080       5,612       9,603       9,603     109,603       8,910       8,910     108,910
- ------------------------------------------------------------------------------------------------------------
3         48     18,576       5,612      15,857      15,857     115,857      14,757      14,757     114,757
- ------------------------------------------------------------------------------------------------------------
4         49     25,398       5,612      22,762      22,762     122,762      21,197      21,197     121,197
- ------------------------------------------------------------------------------------------------------------
5         50     32,560       5,612      30,394      30,394     130,394      28,290      28,290     128,290
- ------------------------------------------------------------------------------------------------------------
6         51     40,081       5,612      38,832      38,832     138,832      36,103      36,103     136,103
- ------------------------------------------------------------------------------------------------------------
7         52     47,978       5,612      48,164      48,164     148,164      44,705      44,705     144,705
- ------------------------------------------------------------------------------------------------------------
8         53     56,269       5,612      58,488      58,488     158,488      54,173      54,173     154,173
- ------------------------------------------------------------------------------------------------------------
9         54     64,975       5,612      69,916      69,916     170,595      64,595      64,595     164,595
- ------------------------------------------------------------------------------------------------------------
10        55     74,116       5,612      82,528      82,528     194,765      76,059      76,059     179,499
- ------------------------------------------------------------------------------------------------------------
11        56     83,715       5,612      96,582      96,582     221,173      88,727      88,727     203,184
- ------------------------------------------------------------------------------------------------------------
12        57     93,793       5,612     112,077     112,077     249,932     102,555     102,555     228,697
- ------------------------------------------------------------------------------------------------------------
13        58    104,376       5,612     129,159     129,159     278,984     117,655     117,655     254,134
- ------------------------------------------------------------------------------------------------------------
14        59    115,487       5,612     147,962     147,962     310,720     134,126     134,126     281,665
- ------------------------------------------------------------------------------------------------------------
15        60    127,154       5,612     168,649     168,649     344,044     152,081     152,081     310,245
- ------------------------------------------------------------------------------------------------------------
16        61    139,404       5,612     191,614     191,614     381,312     171,865     171,865     342,012
- ------------------------------------------------------------------------------------------------------------
17        62    152,267       5,612     216,849     216,849     418,518     193,406     193,406     373,274
- ------------------------------------------------------------------------------------------------------------
18        63    165,773       5,612     244,569     244,569     459,789     216,812     216,812     407,607
- ------------------------------------------------------------------------------------------------------------
19        64    179,954       5,612     275,027     275,027     503,299     242,218     242,218     443,258
- ------------------------------------------------------------------------------------------------------------
20        65    194,844       5,612     308,480     308,480     552,179     269,719     269,719     482,797
- ------------------------------------------------------------------------------------------------------------
25        70    281,237       5,612     531,465     531,465     839,714     444,937     444,937     703,001
- ------------------------------------------------------------------------------------------------------------
30        75    391,498       5,612     883,468     883,468   1,263,359     698,764     698,764     999,233
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-8
<PAGE> 114
<TABLE>
                            SECURITY EQUITY LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 3. Return of Premium @0.00%                       Annual Premium: $1,948
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 0%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (-1.15% Net)<F*>                (-1.30% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>        <C>         <C>        <C>          <C>         <C>        <C>
1         46      2,045       1,948       1,070       1,070     101,948         762         762     101,948
- ------------------------------------------------------------------------------------------------------------
2         47      4,193       1,948       2,578       2,578     103,896       1,968       1,968     103,896
- ------------------------------------------------------------------------------------------------------------
3         48      6,448       1,948       4,033       4,033     105,844       3,125       3,125     105,844
- ------------------------------------------------------------------------------------------------------------
4         49      8,816       1,948       5,445       5,445     107,792       4,233       4,233     107,792
- ------------------------------------------------------------------------------------------------------------
5         50     11,302       1,948       6,817       6,817     109,740       5,287       5,287     109,740
- ------------------------------------------------------------------------------------------------------------
6         51     13,913       1,948       8,152       8,152     111,688       6,284       6,284     111,688
- ------------------------------------------------------------------------------------------------------------
7         52     16,654       1,948       9,449       9,449     113,636       7,217       7,217     113,636
- ------------------------------------------------------------------------------------------------------------
8         53     19,532       1,948      10,708      10,708     115,584       8,078       8,078     115,584
- ------------------------------------------------------------------------------------------------------------
9         54     22,554       1,948      11,936      11,936     117,532       8,860       8,860     117,532
- ------------------------------------------------------------------------------------------------------------
10        55     25,727       1,948      13,111      13,111     119,480       9,553       9,553     119,480
- ------------------------------------------------------------------------------------------------------------
11        56     29,059       1,948      14,298      14,298     121,428      10,185      10,185     121,428
- ------------------------------------------------------------------------------------------------------------
12        57     32,557       1,948      15,434      15,434     123,376      10,708      10,708     123,376
- ------------------------------------------------------------------------------------------------------------
13        58     36,230       1,948      16,515      16,515     125,324      11,115      11,115     125,324
- ------------------------------------------------------------------------------------------------------------
14        59     40,087       1,948      17,524      17,524     127,272      11,394      11,394     127,272
- ------------------------------------------------------------------------------------------------------------
15        60     44,137       1,948      18,454      18,454     129,220      11,529      11,529     129,220
- ------------------------------------------------------------------------------------------------------------
16        61     48,389       1,948      19,360      19,360     131,168      11,579      11,579     131,168
- ------------------------------------------------------------------------------------------------------------
17        62     52,854       1,948      20,164      20,164     133,116      11,447      11,447     133,116
- ------------------------------------------------------------------------------------------------------------
18        63     57,542       1,948      20,863      20,863     135,064      11,104      11,104     135,064
- ------------------------------------------------------------------------------------------------------------
19        64     62,464       1,948      21,458      21,458     137,012      10,516      10,516     137,012
- ------------------------------------------------------------------------------------------------------------
20        65     67,633       1,948      21,945      21,945     138,960       9,645       9,645     138,960
- ------------------------------------------------------------------------------------------------------------
25        70     97,621       1,948      22,158      22,158     148,700       <F***>      <F***>     <F***>
- ------------------------------------------------------------------------------------------------------------
30        75    135,894       1,948      16,631      16,631     158,440       <F***>      <F***>     <F***>
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-9
<PAGE> 115
<TABLE>
                             SECURITY EQUITY LIFE INSURANCE COMPANY
                            FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 3. Return of Premium @0.00%                       Annual Premium: $1,948
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 6%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (4.85% Net)<F*>                 (4.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>        <C>         <C>        <C>          <C>         <C>        <C>
1         46      2,045       1,948       1,138       1,138     101,948         820         820     101,948
- ------------------------------------------------------------------------------------------------------------
2         47      4,193       1,948       2,810       2,810     103,896       2,162       2,162     103,896
- ------------------------------------------------------------------------------------------------------------
3         48      6,448       1,948       4,527       4,527     105,844       3,534       3,534     105,844
- ------------------------------------------------------------------------------------------------------------
4         49      8,816       1,948       6,301       6,301     107,792       4,935       4,935     107,792
- ------------------------------------------------------------------------------------------------------------
5         50     11,302       1,948       8,138       8,138     109,740       6,363       6,363     109,740
- ------------------------------------------------------------------------------------------------------------
6         51     13,913       1,948      10,041      10,041     111,688       7,817       7,817     111,688
- ------------------------------------------------------------------------------------------------------------
7         52     16,654       1,948      12,017      12,017     113,636       9,289       9,289     113,636
- ------------------------------------------------------------------------------------------------------------
8         53     19,532       1,948      14,067      14,067     115,584      10,773      10,773     115,584
- ------------------------------------------------------------------------------------------------------------
9         54     22,554       1,948      16,202      16,202     117,532      12,263      12,263     117,532
- ------------------------------------------------------------------------------------------------------------
10        55     25,727       1,948      18,404      18,404     119,480      13,748      13,748     119,480
- ------------------------------------------------------------------------------------------------------------
11        56     29,059       1,948      20,744      20,744     121,428      15,260      15,260     121,428
- ------------------------------------------------------------------------------------------------------------
12        57     32,557       1,948      23,165      23,165     123,376      16,752      16,752     123,376
- ------------------------------------------------------------------------------------------------------------
13        58     36,230       1,948      25,669      25,669     125,324      18,215      18,215     125,324
- ------------------------------------------------------------------------------------------------------------
14        59     40,087       1,948      28,243      28,243     127,272      19,638      19,638     127,272
- ------------------------------------------------------------------------------------------------------------
15        60     44,137       1,948      30,886      30,886     129,220      21,006      21,006     129,220
- ------------------------------------------------------------------------------------------------------------
16        61     48,389       1,948      33,666      33,666     131,168      22,382      22,382     131,168
- ------------------------------------------------------------------------------------------------------------
17        62     52,854       1,948      36,509      36,509     133,116      23,668      23,668     133,116
- ------------------------------------------------------------------------------------------------------------
18        63     57,542       1,948      39,419      39,419     135,064      24,837      24,837     135,064
- ------------------------------------------------------------------------------------------------------------
19        64     62,464       1,948      42,403      42,403     137,012      25,852      25,852     137,012
- ------------------------------------------------------------------------------------------------------------
20        65     67,633       1,948      45,465      45,465     138,960      26,676      26,676     138,960
- ------------------------------------------------------------------------------------------------------------
25        70     97,621       1,948      61,776      61,776     148,700      26,318      26,318     148,700
- ------------------------------------------------------------------------------------------------------------
30        75    135,894       1,948      79,362      79,362     158,440      10,145      10,145     158,440
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-10
<PAGE> 116
<TABLE>
                             SECURITY EQUITY LIFE INSURANCE COMPANY
                            FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 3. Return of Premium @0.00%                       Annual Premium: $1,948
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 12%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (10.85% Net)<F*>                (10.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>       <C>         <C>         <C>         <C>         <C>         <C>
1         46      2,045       1,948       1,207       1,207     101,948         879         879     101,948
- ------------------------------------------------------------------------------------------------------------
2         47      4,193       1,948       3,051       3,051     103,896       2,364       2,364     103,896
- ------------------------------------------------------------------------------------------------------------
3         48      6,448       1,948       5,059       5,059     105,844       3,974       3,974     105,844
- ------------------------------------------------------------------------------------------------------------
4         49      8,816       1,948       7,258       7,258     107,792       5,723       5,723     107,792
- ------------------------------------------------------------------------------------------------------------
5         50     11,302       1,948       9,673       9,673     109,740       7,619       7,619     109,740
- ------------------------------------------------------------------------------------------------------------
6         51     13,913       1,948      12,329      12,329     111,688       9,680       9,680     111,688
- ------------------------------------------------------------------------------------------------------------
7         52     16,654       1,948      15,255      15,255     113,636      11,914      11,914     113,636
- ------------------------------------------------------------------------------------------------------------
8         53     19,532       1,948      18,479      18,479     115,584      14,334      14,334     115,584
- ------------------------------------------------------------------------------------------------------------
9         54     22,554       1,948      22,042      22,042     117,532      16,956      16,956     117,532
- ------------------------------------------------------------------------------------------------------------
10        55     25,727       1,948      25,961      25,961     119,480      19,793      19,793     119,480
- ------------------------------------------------------------------------------------------------------------
11        56     29,059       1,948      30,345      30,345     121,428      22,908      22,908     121,428
- ------------------------------------------------------------------------------------------------------------
12        57     32,557       1,948      35,182      35,182     123,376      26,283      26,283     123,376
- ------------------------------------------------------------------------------------------------------------
13        58     36,230       1,948      40,522      40,522     125,324      29,945      29,945     125,324
- ------------------------------------------------------------------------------------------------------------
14        59     40,087       1,948      46,411      46,411     127,272      33,924      33,924     127,272
- ------------------------------------------------------------------------------------------------------------
15        60     44,137       1,948      52,909      52,909     129,220      38,251      38,251     129,220
- ------------------------------------------------------------------------------------------------------------
16        61     48,389       1,948      60,163      60,163     131,168      43,046      43,046     131,168
- ------------------------------------------------------------------------------------------------------------
17        62     52,854       1,948      68,183      68,183     133,116      48,276      48,276     133,116
- ------------------------------------------------------------------------------------------------------------
18        63     57,542       1,948      77,042      77,042     144,840      53,986      53,986     135,064
- ------------------------------------------------------------------------------------------------------------
19        64     62,464       1,948      86,783      86,783     158,812      60,230      60,230     137,012
- ------------------------------------------------------------------------------------------------------------
20        65     67,633       1,948      97,481      97,481     174,491      67,072      67,072     138,960
- ------------------------------------------------------------------------------------------------------------
25        70     97,621       1,948     168,797     168,797     266,700     112,714     112,714     178,088
- ------------------------------------------------------------------------------------------------------------
30        75    135,894       1,948     281,389     281,389     402,386     179,705     179,705     256,979
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-11

<PAGE> 117


Prospectus

Flexible Premium Variable Life Insurance Contract
Issued by Security Equity Life Insurance Company



Security Equity's Separate Account 13


   
Prospectus dated August 12, 1996
    






            Security Equity Life Insurance Company
                   84 Business Park Drive
                         Suite 303
                     Armonk, NY  10504



   
    

<PAGE> 118
              Flexible Premium Variable Life Insurance Contract

                                 Issued by

                  Security Equity Life Insurance Company
                          84 Business Park Drive
                                 Suite 303
                             Armonk, NY  10504
                            Tel:(914) 273-1290

This Prospectus describes the Individual Flexible Premium Variable Life
Insurance Contract (the "Contract") offered by Security Equity Life
Insurance Company ("SELIC" or the "Company"). The Contract is designed to
provide lifetime insurance protection to age 100 and at the same time
provide maximum flexibility to vary premium payments and change the level of
death benefits payable under the Contract. This flexibility allows a
Contract Holder to provide for changing insurance needs under a single
insurance Contract. A Contract Holder also has the opportunity to allocate
Net Premiums among several investment portfolios with different investment
objectives.

The Contract provides for: (1) a Net Cash Value that can be obtained by
surrendering the Contract; (2) Contract loans; and (3) a Death Benefit
payable at the Insured's death.  Contract Holders may also attach a rider
that amends the Contract to instead provide insurance coverage on the lives
of two Insureds, with proceeds payable upon the death of the last surviving
Insured. As long as a Contract remains in force, the Death Benefit will not
be less than the current Face Amount of the Contract. A Contract will remain
in force so long as its Net Cash Value is sufficient to pay certain monthly
charges imposed in connection with the Contract.

During the "Free Look" period, Net Premiums are allocated to the Money
Market Division of  specified in Appendix A.  After the end of the "Free
Look" period, Net Premiums may be allocated to one or more of the Available
Divisions of the Separate Account or to the Fixed Fund.  If Net Premiums are
allocated to the Separate Account, the duration of the Contract and the
amount of the Insurance Account Value will vary to reflect the investment
performance of the Available Divisions selected by the Contract Holder, and
depending on the Death Benefit option elected, the amount of the Death
Benefit above the minimum may also vary with that investment performance.
The Contract Holder bears the entire investment risk for all amounts
allocated to the Separate Account; there is no minimum guaranteed Insurance
Account Value.

Each Available Division of the Separate Account 13 will invest in one of the
Underlying Portfolios shown in Appendix A.  The accompanying Prospectuses
for these portfolios describe the investment objectives and policies, and
the risks of the portfolios.  This Prospectus generally describes only the
portion of the Contracts involving the Available Divisions of the Separate
Account.  For a brief summary of the Fixed Fund, see "The Fixed Fund".

It may not be advantageous to purchase a Contract as a replacement for
another type of life insurance or as a means to obtain additional insurance
protection if the purchaser already owns

<PAGE> 119
another Flexible Premium Variable Life Insurance Contract.  Within certain
limits, a Contract Holder may return the Contract, or convert it to a Contract
that provides benefits that do not vary with the investment results of
Available Divisions by exercising the Conversion Right.

This Prospectus must be accompanied or preceded by the current prospectuses
for the Underlying Portfolios listed in Appendix A.

THE CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK OR DEPOSITORY INSTITUTION, AND THE CONTRACT IS NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND INVOLVES INVESTMENT RISK, INCLUDING POSSIBLE
LOSS OF PRINCIPAL AMOUNT INVESTED.

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

The Contracts are not available in all states.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON.

Please read this Prospectus carefully and retain it for future reference.

   
The date of this Prospectus is August 12, 1996.
    

                                    - 2 -
<PAGE> 120

<TABLE>

                                  TABLE OF CONTENTS
<CAPTION>
                                                                          Page
<S>                                                                       <C>
Definitions                                                                 6

Summary of Contract                                                        10
      Explanation of a Case                                                10
      Purpose of the Contract                                              11
      The Contract Holder and Beneficiary                                  11
      Availability of the Contract                                         12
      Joint Insureds                                                       12
      Contract Values                                                      12
      The Separate Account                                                 12
      Death Benefit                                                        13
      Premiums                                                             13
      Charges and Deductions                                               14
      Contract Loans                                                       15
      Surrender and Partial Withdrawals                                    16
      Termination                                                          16
      Illustrations                                                        16
      Replacement of Existing Coverage                                     16
      Tax Considerations                                                   16
      Free Look and Conversion Rights                                      17

Information About SELIC                                                    17

The Separate Account                                                       18

The Contract                                                               19
      Availability of Insurance Coverage                                   20
      Evidence of Insurability                                             21
      Premiums                                                             21
      Contract Values                                                      23
      Transfers                                                            26
      Contract Loan Privilege                                              27
      Surrender and Partial Withdrawals                                    30
      Death Benefits Under the Contract                                    31

                                    -3-

<PAGE> 121
Charges and Deductions                                                     36
      Premium Load                                                         36
      Daily Charges                                                        38
      Monthly Charges                                                      39

      Underwriting Charges                                                 41
      Annual Charges                                                       42
      Other Charges                                                        42

Termination                                                                43
      Maturity Date                                                        43
      Termination for Insufficient Net Cash Value                          43
      Reinstatement of a Contract Terminated for Insufficient Value        44

The Fixed Fund                                                             44
      General Description                                                  44
      Allocation of Amounts to the Fixed Fund                              45
      Fixed Fund Benefits                                                  45
      Fixed Fund Insurance Account Value                                   45
      Fixed Fund Transfers, Surrenders, Partial Withdrawals and
       Contract Loans                                                      47

Federal Income Tax Considerations                                          47

Additional Provisions of the Contract                                      53
      Addition, Deletion, or Substitution of Investments                   53
      Incontestability                                                     54
      Conversion Rights                                                    55
      Misstatement of Age or Sex                                           55
      Suicide                                                              55
      Availability of Funds                                                55
      Entire Contract                                                      56
      Representations in Application                                       56
      Contract Application and Contract Schedules                          56
      Right to Amend Contract                                              57
      Computation of Contract Values                                       57
      Claims of Creditors                                                  57
      Notice                                                               57
      Assignments                                                          57
      Construction                                                         58
      Severability                                                         58
      State Variations                                                     58

                                    -4-

<PAGE> 122
Unisex Requirements Under Montana Law                                      58

Records and Reports                                                        58

Sale of the Contract                                                       58

Voting Rights                                                              59

State Regulation of the Company                                            60

Management of the Company                                                61-63

Legal Matters                                                              64

Legal Proceedings                                                          64

Experts                                                                    64

Additional Information                                                     64

Financial Statements                                                     64-89

Appendix A - Underlying Portfolios                                       A1-A6

Appendix B - Contract Riders                                             B1-B7

Appendix C - Illustrations of Death Benefits and
 Insurance Account Value                                                 C1-C11
</TABLE>


                                    -5-

<PAGE> 123

                                DEFINITIONS

See Appendix B for modifications to Definitions in the event that riders are
added to the Contract.

Attained Age:  The Insured's Issue Age under the Contract plus the number of
completed Contract Years.

Application:  The application form that must be completed by any purchaser
of the Contract, before the Contract can be issued.

Available Division:  A Division of the Separate Account to which Net
Premiums may be allocated or Separate Account Value or Fixed Fund Insurance
Account Value may be transferred under the Contracts.  Each Available
Division invests exclusively in the shares of a corresponding Underlying
Portfolio listed in Appendix A.

Beneficiary:  The person(s), entity or entities named on SELIC's records to
receive the insurance proceeds payable under the Contract after the Insured
dies.

Borrowed Fund:  An account established in SELIC's General Account for any
amounts transferred from the Available Divisions and the Fixed Fund and held
as collateral for Contract Loans.  (See "Contract Loan Privilege").

Case:  A grouping of one or more Contracts connected by a non-arbitrary
factor, presented to SELIC as a group. (An example of such a factor is a
common employer for the Insureds under each Contract in the grouping.)  (See
"Explanation of a Case").

Contract:  The Flexible Premium Variable Life Insurance Contract offered by
SELIC that is described in this Prospectus.

Contract Anniversary:  An anniversary of the Contract Date.  It marks the
start of a new Contract Year.

Contract Date:  The date used to begin calculating Monthly Charges and
Annual Charges under the Contract. The Contract Date is shown in the
Contract.

Contract Holder:  The owner of the Contract, as shown in the records of
SELIC.  All of the rights and benefits of the Contract belong to the
Contract Holder, unless otherwise stated in the Contract.

Contract Loan:  An amount borrowed by the Contract Holder from the Insurance
Account Value of the Contract.

                                    - 6 -

<PAGE> 124
Contract Month:  Each one month period commencing on the Contract Date and
on each Monthiversary thereafter.

Contract Year:  Each successive twelve month period starting on the Contract
Date and on each Contract Anniversary thereafter.

Death Benefit:  The benefit payable to the Beneficiary when the Insured
dies.

Death Benefit Option Accumulation Rate:  The rate at which Premiums are
accumulated for purposes of calculating Death Benefit Option 3.

Division:  A sub-account of the Separate Account.  Only Available Divisions
(described in this Prospectus) are available for investment under the
Contracts.

Employer:  A corporation, partnership, sole proprietorship, association,
trust, and other similar or related entity.  Affiliated Employers are
considered one Employer.

Excess Premium:  Any amount of Premium paid in a Contract Year over and
above the Target Premium.

Face Amount:  The amount of insurance under the contract, excluding any
Supplemental Term Insurance Amount.  The Initial Face Amount on the Issue
Date is shown in the Contract.  Thereafter, it may change in accordance with
the terms of the Contract.

Fixed Fund:  The portion of the Insurance Account Value allocated to the
Company's General Account (excluding the Borrowed Fund).

Governing Jurisdiction:  The state or jurisdiction in which the Contract is
delivered and whose laws govern its terms.  The Governing Jurisdiction is
set forth in the Contract.

Home Office:  The principal administrative office of SELIC, which is located
at 84 Business Park Drive, Suite 303, Armonk, NY 10504.

Initial Net Premium:  The Initial Premium paid under the Contract less the
applicable Premium Load.

Initial Premium:  The first Premium paid under the Contract.

Insurance Account Value:  The total amount that a Contract provides for
investment at any time.  It is equal to the total of the amounts credited to
the Contract Holder in the Separate Account, the Fixed Fund, and the
Borrowed Fund.

                                    - 7 -
<PAGE> 125
Insured:  The person whose life is insured under the terms of the Contract.
The Insured is shown in the Contract.

Issue Age:  The Insured's age at his/her nearest birthday as of the Contract
Date.

Issue Date:  The day the Initial Premium is received and accepted by SELIC.
This is also the date that insurance coverage becomes effective.  All
Contract values based on the Separate Account are determined beginning on
the Issue Date.  The Issue Date is shown in the Contract.

Maturity Date:  The date on which the Contract will mature.  The Maturity
Date is shown in the Contract.

Maximum Loan Amount:  The maximum amount of Insurance Account Value that can
be borrowed by the Contract Holder under the Contract.

Minimum Insurance Coverage:  The minimum amount of Total Insurance Coverage,
which includes any Supplemental Term Insurance Amount, under the Contract.
It is currently $25,000.

Minimum Premium:  The Minimum Premium is equal to the Minimum Net Premium
plus any applicable Premium Load.

Minimum Net Premium:  The Minimum Net Premium at any time is equal to twelve
(12) times the Monthly Charges for the first month in the then current
Contract Year.

Monthiversary:  The first day of each Contract Month.  It is the day as of
which Monthly Charges are deducted from the Insurance Account Value. The
Monthiversary and the Contract Date coincide, except in months in which the
Monthiversary falls on a day which is not a Valuation Day.  In such months,
the Monthiversary is deemed to fall on the next Valuation Day.  If any
Monthiversary would fall on the 29th, 30th or 31st of a month that does not
have that number of days, then the Monthiversary is deemed to be the last
day of that month.

Monthly Charges:  The Contract charges that are deducted monthly from
Insurance Account Value.  Monthly Charges include the Administration Charge,
the Cost of Insurance Charge, any Monthly Charges for benefits provided by
Contract rider, and any charges for special insurance class rating. (See
"Charges and Deductions").

Net Amount At Risk:  The Net Amount at Risk for the Insured is calculated on
any Monthiversary by subtracting the Insurance Account Value from the Death
Benefit, discounted one month at a 4% assumed annual effective interest
rate.

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<PAGE> 126

Net Cash Value:  The Contract's Insurance Account Value minus any Contract
Loan balance and interest accrued thereon and unpaid.

Net Premium:  The amount of a Premium less applicable Premium Load.

Planned Renewal Premium:   An amount of Premium, specified in the
Application, which the Contract Holder anticipates will be paid in each
Contract Year after the first.

Premium:  Premiums are the payments made to SELIC under the Contract by the
Contract Holder to purchase insurance on the life of the Insured and to
contribute to the Insurance Account Value of the Contract.  Each Premium
amount may consist of Target Premium, Excess Premium, or both.

Premium Load:  An amount deducted from each Premium prior to allocation of
the Premium to the Separate Account and/or the Fixed Fund.  Premium Load
includes the Distribution Charge (comprised of a Premium Expense Load and a
Commission Charge), a Premium Tax Charge and a DAC Tax Charge.

SELIC:  Security Equity Life Insurance Company, the issuer of the Contract.

Separate Account:  A separate investment account established by the Board of
Directors of SELIC to support the benefits payable under the Contract.  Each
Available Division of the Separate Account invests in a single corresponding
Underlying Portfolio.

Separate Account Value:  The portion of the Contract's Insurance Account
Value invested in the Separate Account.  It will be equal to the Contract's
Insurance Account Value, less the total of amounts in the Borrowed Fund and
amounts in the Fixed Fund.

Supplemental Term Insurance Amount:  The amount of insurance is provided by
the Supplemental Term Insurance Rider, if any.  This amount is shown in the
Contract.  The Supplemental Term Insurance Rider is described in Appendix B.

Target Premium:  An amount of Premium used to determine Premium Loads under
the Contract.  The annual Target Premium is based upon the Face Amount and
is shown in the Contract.  For Contracts with a Face Amount equal to the
Minimum Face Amount, the Target Premium will be zero (0).

Total Insurance Coverage:  Total amount of insurance, including coverage
provided by any Supplemental Term Insurance Rider under the Contract.

Underlying Portfolio:  An investment portfolio, managed by one or more
investment managers, the shares or units of which comprise the investment of
an Available Division of the Separate Account.

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<PAGE> 127
Valuation Day:  A day that is a regular business day of SELIC and that the
New York Stock Exchange (or its successor) is open for trading.  Each
Valuation Day ends at the Valuation Time.

Valuation Time:  The close of trading on the New York Stock Exchange (or any
successor exchange), which is generally 4 p.m. Eastern Time.

Valuation Period:  The period of time between Valuation Days. A Valuation
Period begins immediately after the Valuation Time on the previous Valuation
Day and ends as of the Valuation Time on the next succeeding Valuation Day.

                         SUMMARY OF THE CONTRACT

This summary provides a brief overview of the more significant aspects of
the Contract and should be read in conjunction with the detailed information
appearing elsewhere in this Prospectus.  Further detail is provided in the
Contract, the Application, and the prospectuses for the Underlying
Portfolios.  See Appendix B for modifications to this section in the event
that riders are added to the Contract.

Explanation of a Case

Every Contract issued by SELIC will be part of a Case.  A Case is a grouping
of one or more Contracts linked together by a non-arbitrary factor such as a
common Employer of each Insured under the Contracts.   SELIC in its sole
discretion will determine what constitutes a Case.  A Case may have one
Contract Holder (i.e., a single entity owns all the Contracts in the Case)
                 ----
or as many Contract Holders as there are Contracts in the Case. The Premium
Load, Minimum Initial Premiums, and underwriting standards for an individual
Contract are determined based on the characteristics of the Case to which
the Contract belongs (see "The Contract -- Charges and Deductions").

A Contract is the agreement between SELIC and the Contract Holder to provide
benefits on the life of an Insured.  Every Contract will belong to a Case.
Each Contract will be treated as an individual Contract, yet will also be
linked to the Case it belongs for purposes of determining certain Contract
features and charges.

Purpose of the Contract

The Contract offers a means to obtain insurance protection relating to the
life of a person in whom the Contract Holder has an insurable interest.  A
Death Benefit is payable to the applicable Beneficiary upon the death of the
Insured so long as the Contract remains in force.  The accumulated values
and benefits under the Contract may be used by Contract

                                    - 10 -
<PAGE> 128
Holders for any valid purpose.  Unlike traditional life insurance, which
provides a guaranteed Insurance Account Value, a Contract's Insurance Account
Value will vary to reflect investment results of the Available Divisions and
interest credited to the Fixed Fund.

Life insurance is not a short-term investment.  Prospective Contract Holders
should evaluate the need for insurance and the Contract's long-term
investment potential and risks before purchasing a Contract.

The Contract Holder and Beneficiary

The Contract Holder is the individual or entity set forth in the
Application, unless subsequently changed on the records of SELIC.  The
Contract Holder retains all rights and responsibilities of ownership
pertaining to its interest in the Contract, including but not limited to,
investment allocation, payment of Premiums, borrowing, taking partial
withdrawals, and surrendering the Contract.

The Beneficiary is also named in the Application.  The Contract Holder has
the right to change a revocable Beneficiary with prior written notice to
SELIC.  The Beneficiary will receive all insurance benefits payable upon the
death of the Insured.  Unless the Insured is named as Contract Holder, or
                       --------------------------------------------------
the Contract Holder assigns the right to designate the Beneficiary to the
- -------------------------------------------------------------------------
Insured, or unless otherwise agreed, the Insured has no direct or indirect
- --------------------------------------------------------------------------
interest in the Contract.
- -------------------------

The Contract is a long-term investment designed to provide a Death Benefit,
and should only be purchased for purposes consistent with these features.
The Death Benefit and Net Cash Value under Contracts in a Case may be used
to provide proceeds for various planning purposes.  However, the Contracts
are not liquid investments: partial withdrawals may be currently taxable;
and Contract Loans and partial withdrawals may significantly affect current
and future Death Benefit proceeds and Net Cash Value, and cause Contracts to
lapse.  In addition, if the performance of the Available Divisions to which
Insurance Account Value is allocated is not sufficient to provide proceeds
for the specific planning purpose contemplated, or if insufficient premiums
are paid or Contract values maintained, then Contracts may not achieve the
purpose for which they were purchased, or may lapse.  Because the Contracts
are designed to provide benefits on a long-term basis, before purchasing
Contracts for a specialized purpose, a purchaser should consider whether the
long-term nature of the Contract, and the potential impact of any contemplated
Contract Loans and partial withdrawals, are consistent with the purpose for
which the Contracts are being considered.  Using the Contracts for a
specialized purpose may have tax consequences.  (See generally "Federal Income
Tax Considerations," and in particular, "Other Tax Consequences.")

                                    - 11 -
<PAGE> 129

Availability of the Contract

The Contract is offered only to individuals, corporations, partnerships,
sole proprietorships, associations, trusts, and other similar or related
entities, which satisfy certain suitability standards.  The Contract may be
purchased to acquire insurance on the life of a person in whom the Contract
Holder has an appropriate insurable interest.  Failure to establish an
insurable interest may result in adverse financial and tax consequences to
the Contract Holder.

Joint Insureds

A rider may be added to the Contract to provide coverage on the lives of two
Insureds, with the Death Benefit payable on the death of the last surviving
Insured.  Most of the discussions in this Prospectus referencing a single
Insured may also be read as though the single Insured were the two Insureds
under a joint Contract.  Certain discussions in the Prospectus are modified
if a Joint and Last Survivor Rider is added to the Contract.  (See Appendix
B -- "Joint and Last Survivor Rider").

Contract Values

Net Premiums are allocated to one or more Available Divisions and/or the
Fixed Fund.  To the extent Net Premiums are allocated to the Available
Divisions, the Insurance Account Value will, and the Death Benefit may, vary
with the investment performance of the chosen Available Divisions.  To the
extent Net Premiums are allocated to the Fixed Fund, the Insurance Account
Value will accrue interest at a guaranteed minimum rate (see "The Fixed
Fund").  To the extent that Net Premiums are allocated to the Available
Divisions of the Separate Account, the Contract Holder bears the entire
investment risk associated with the investments of the selected Available
Divisions, and there is no guaranteed minimum Insurance Account Value.

The Separate Account

Several Divisions of the Separate Account are available for allocation of
Net Premiums paid under the Contract, subject to certain limitations set
forth in the Contract.  (See "The Contract -- Premiums").  A description of
each Available Division --a Division of the Separate Account currently
available under the Contract for allocation of Net Premiums and transfers --
is set forth in this Prospectus.

Each Available Division of the Separate Account invests its assets in shares
or units of an Underlying Portfolio managed by one or more investment
managers.  Each Available Division, and the Underlying Portfolio in which it
invests, are described at Appendix A.  Each Underlying Portfolio has a
different investment objective, and is described more fully in the
prospectus for the Underlying Portfolio which accompanies this Prospectus.

                                    - 12 -
<PAGE> 130
In the future, Available Divisions may be added, and existing Available
Divisions may be deleted.  The Contract Holder will be notified in writing
of any such change.  (See "The Separate Account").

Death Benefit

Death Benefit proceeds are payable to the named Beneficiary when the Insured
under the Contract dies.  The Death Benefit payable under the Contract will
depend upon the Death Benefit Option in effect for the Contract.  So long as
the Contract remains in force, the minimum death benefit under each Death
Benefit Option will be at least equal to the current Face Amount of the
Contract.  (See "The Contract -- Death Benefits Under the Contract").

Premiums

A Contract Holder will have considerable flexibility under a Contract as to
both the timing and amount of Premiums.  SELIC will not issue a Contract
unless it receives a Premium payment at least equal to the initial Minimum
Premium amount, which is equal to twelve (12) times the Monthly Charges due
under that Contract in the first Contract Month, plus any applicable Premium
Load. SELIC may, in its sole discretion, require a reduced initial Minimum
Premium in connection with the purchase of certain Contracts.  Each
subsequent Premium must be at least $50 per Contract.  Subsequent Premiums
may be paid at any time and in any frequency, subject to certain
restrictions (See "The Contract--Premiums").  If the Initial Premium and
subsequent Premiums prove to be too low, insurance coverage under the
Contract may cease.

The initial Net Premium will be allocated during the Free Look period to the
Money Market Division specified in Appendix A.  After the Free Look period,
Separate Account Value will be allocated among the Available Divisions of
the Separate Account and the Fixed Fund according to the Contract Holder's
instructions as specified in the Application or as subsequently changed
prior to the end of the Free Look period.

Insurance Account Value may be transferred among the Available Divisions of
the Separate Account and the Fixed Fund by written request, subject to
certain restrictions.

Amounts may be transferred by dollar amounts or by percentages.  (See "The
Contract -- Transfers").

Charges and Deductions

Certain charges are deducted from Premiums and from Insurance Account Value
under the Contract.  For a more detailed discussion of the charges deducted
under the Contract, see "Charges and Deductions".  For additional
information regarding the investment

                                    - 13 -
<PAGE> 131
advisory fees and operating expenses of the Underlying Portfolios, see the
accompanying prospectuses for these portfolios.

A Premium Load is deducted from the Initial Premium and from each subsequent
Premium paid by a Contract Holder, prior to allocation to the Separate
Account or the Fixed Fund. The Premium Load includes a Distribution Charge
(which consists of a Premium Expense Load and a Commission Charge), a
Premium Tax Charge, which will be made for any applicable state premium
taxes, and the DAC Tax Charge.

The Distribution Charge is equal to a maximum of 30% of Premiums paid during
the first Contract Year up to one Target Premium (and 2% of first year
Premiums thereafter), and declines as a percentage of Premiums paid in
Contract Years 2-10 (to a maximum of 10% of Premiums paid during each
Contract Year up to a Target Premium; and 2% of Premiums thereafter);
Contract Years 11-15 (to a maximum of 8% of Premiums paid during each
Contract Year up to a Target Premium and 2% of Premiums thereafter), and
Contract Years 16 on (a maximum of 4% of Premiums paid during each Contract
Year up to a Target and 2% of Premiums thereafter).

The Premium Tax Charge reflects the state premium taxes imposed under the
Contract.  The DAC Tax Charge is equal to 1% of all Premiums paid in all
Contract Years.

A Daily Charge for mortality and expense risks assumed by SELIC under the
Contract is calculated and deducted daily as a percentage of the Insurance
Account Value attributable to each Division of the Separate Account.
Currently, this Daily Charge is equal to 0.35% on an annual basis; it is
guaranteed not to exceed 0.50% on an annual basis.

Monthly Charges, including the Cost of Insurance Charge and the
Administration Charge, are deducted directly from the Insurance Account
Value  as of the Contract Date and on each Monthiversary thereafter.
Monthly Charges include an Administration Charge of $4.50 per month
(guaranteed not to exceed $8.00 per month).  Monthly Charges also include a
charge for the cost of insurance provided under the Contract.   Monthly
Charges also include any charges for additional benefits provided by
Contract rider, and charges for a special class rating, if applicable.

SELIC will deduct an Underwriting Charge, not to exceed $100, on the Issue
Date for Contracts issued on a medically underwritten basis, and on any
Monthiversary following any medical underwriting in connection with certain
Contract changes.  This charge changes if a Joint and Last Survivor Rider is
added to the Contract.  See Appendix B.  SELIC may reduce or waive the
Underwriting Charge under certain circumstances.

On each Contract Anniversary, (i) the Insurance Account Value attributable
to the Separate Account and Fixed Fund is reduced by Contract Loan interest
due and unpaid for the previous Contract Year; and (ii) the Insurance
Account Value attributable to the

                                    - 14 -
<PAGE> 132
Separate Account and Fixed Fund is increased by the interest credited to the
Borrowed Fund during the previous Contract Year.  The net result is that if
Contract Loan interest is not paid when due, then on the Contract Anniversary,
the Insurance Account Value attributable to the Separate Account and Fixed
Fund will be reduced by the difference between the Contract Loan interest due
and unpaid for the previous Contract Year, and the interest credited to the
Borrowed Fund during the previous Contract Year.

No charges are currently made to the Separate Account for federal, state or
local taxes that SELIC incurs which may be attributable to the Separate
Account.  However, SELIC may impose such a charge in the future to provide
for any tax liability of the Separate Account.

Investment advisory fees and operating expenses of each Underlying Portfolio
are paid by such portfolio, and are reflected in the Separate Account Value
of a Contract.

At the Contract Holder's request, SELIC will provide an illustrative report
in addition to the reports it customarily provides.  Depending upon the
type and complexity of the requested report, SELIC may charge a reasonable
fee not to exceed $50.

Contract Loans

The Contract Holder may obtain a Contract Loan under the Contract on any
Monthiversary.  There is a maximum amount that may be borrowed, and interest
will be charged for any amount borrowed in accordance with the Contract Loan
interest rate option selected by the Contract Holder in the Application or
as subsequently changed.  (See "Contract Loan Privilege").

Contract Loans are deducted from the amount payable on surrender of the
Contract and are also deducted from any Death Benefit proceeds.  Contract
Loan interest accrues daily, and if it is not repaid each year, it is
capitalized and added to the Contract Loan.  Depending upon the investment
performance of the Available Divisions and the amounts borrowed, Contract
Loans may cause a Contract to lapse.  If the Contract lapses with a Contract
Loan outstanding, adverse tax consequences may result.  A Contract Loan may
also have other Federal income tax consequences.  (See "Federal Income Tax
Considerations").

Surrender and Partial Withdrawals

While the Insured is alive, the Contract may be surrendered at any time for
its Net Cash Value upon written request to SELIC's Home Office.  To the
extent that the Insurance Account Value is allocated to the Available
Divisions of the Separate Account, SELIC does not guarantee any minimum Net
Cash Value.  Partial withdrawals of Net Cash Value

                                    - 15 -
<PAGE> 133
are permitted, subject to certain restrictions.  (See "The Contract -
Surrender and Partial Withdrawals").

A surrender or partial withdrawal may have Federal income tax consequences.
(See "Federal Income Tax Considerations").

Termination

The Contract does not automatically terminate for failure to pay subsequent
Premiums.  However, the Contract may terminate prior to its Maturity Date if
there is insufficient Net Cash Value to pay Monthly Charges.  (See
"Termination").

Illustrations

Illustrations in this prospectus or used in connection with the purchase of
a Contract are based on hypothetical rates of return.  These rates are not
guaranteed.  They are illustrative only, and should not be deemed to be a
representation of past or potential investment performance.  Actual rates of
return may be more or less than those in the illustrations and, therefore,
actual values will be different than those illustrated.

Replacement of Existing Coverage

Before purchasing a Contract, a prospective Contract Holder should consider
whether changing, or adding to, current insurance coverage would be
advantageous.  Generally, it is not advisable to purchase another insurance
contract as a replacement for existing coverage.  In particular, replacement
should be carefully considered if the decision to replace the coverage is
based solely on a comparison of contract illustrations.

Tax Considerations

SELIC intends for the Contract to satisfy the definition of life insurance
contract under section 7702 of the Internal Revenue Code.  Under certain
circumstances, a Contract may be a "modified endowment contract" under
federal tax law, depending upon the amount of payments made in relation to
the death benefit provided under the Contract.  SELIC will monitor Contracts
and will attempt to notify a Contract Holder on a timely basis if his or her
Contract is in jeopardy of becoming a modified endowment contract.  The status
under the Internal Revenue Code of Contracts issued with a Supplemental Term
Insurance Rider, or a Joint and Last Survivor Rider, is less clear.  For
further discussion of the tax status of a Contract and the tax consequences of
being treated as a life insurance contract or a modified endowment contract,
see "Federal Income Tax Considerations".

                                    - 16 -
<PAGE> 134

Free Look and Conversion Rights

In most states, the Contract may be canceled at any time within ten (10)
days after it is received by the Contract Holder, ten (10) days after SELIC
mails or personally delivers the Notice of Withdrawal Right to the Contract
Holder, or within forty-five (45) days after the date of the Application,
whichever is later.  The Contract must be returned to SELIC at its Home
Office along with written notice of cancellation.  If the Contract is
canceled, it will be as though the Contract had never been issued.  A refund
will be paid if the Contract is canceled.  The refund will equal any
Premium(s) paid, minus any partial withdrawals taken and any Contract Loans
together with accrued but unpaid Contract Loan interest.

Once issued and as long as the Contract is in force, a Contract Holder may
during the first 24 months transfer all of the Insurance Account Value out
of the Separate Account and into the Fixed Fund, and receive fixed and
guaranteed benefits under the Contract.  Once this right is exercised, no
transfers out of the Fixed Fund will be allowed and all Net Premiums paid
after the election will be allocated to the Fixed Fund.  (See "Additional
Provisions of The Contract - Conversion Rights").

                         INFORMATION ABOUT SELIC

SELIC is a stock life insurance company domiciled in New York.  It is a
wholly-owned subsidiary of General American Life Insurance Company ("General
American"), a mutual life insurance company domiciled in Missouri.

SELIC was established in 1983 as a wholly-owned subsidiary of Security
Mutual Life Insurance Company of New York.  It was purchased by General
American on December 31, 1993.

General American commenced operations in 1933 as a stock company and was
converted to a mutual company in a process that ended in 1946.  General
American is principally engaged in issuing individual and group life and
health insurance contracts and annuity products. It is admitted to do
business in forty-nine states, the District of Columbia, and ten Canadian
provinces. The principal offices of General American are located in St. Louis,
Missouri.

SELIC  is admitted to sell life insurance and annuities in forty states and
the District of Columbia.  SELIC concentrates on sales of corporate owned
life insurance products in all of these jurisdictions and sales of
individual products to residents of New York.

                                    - 17 -
<PAGE> 135

                          THE SEPARATE ACCOUNT

Security Equity Life Insurance Company Separate Account 13 (the "Separate
Account") was established by SELIC as a Separate Investment Account on
December 30,1994.  The Separate Account will receive and invest the Net
Premiums paid under this Contract and allocated to it. In addition, the
Separate Account may receive and invest Net Premiums for other flexible
premium variable life insurance contracts that might be issued by SELIC.

The Separate Account is currently divided into a number of Divisions. Not
all Divisions are available for allocation of Net Premiums and transfers
under the Contract.  Each Available Division invests exclusively in shares
of an Underlying Portfolio listed in Appendix A. Both realized and
unrealized gains or losses and income from the assets of each Division of
the Separate Account are credited to or charged against that Division
without regard to income, gains, or losses from any other Division of the
Separate Account or from any other business SELIC may conduct.

Obligations to Contract Holders and Beneficiaries that arise under the
Contract are obligations of SELIC.  SELIC owns the assets of the Separate
Account.  Those assets will only be used to support variable life insurance
contracts and for any other purposes permitted by applicable laws and
regulations.  The portion of the assets of the Separate Account equal to the
reserves and other contract liabilities with respect to the Separate Account
will not be charged with liabilities that arise from any other business
SELIC may conduct.  SELIC may, however, transfer from the Separate Account
to its General Account assets that exceed the reserves and other contract
liabilities in respect of the Separate Account.

The Separate Account has been registered with the Securities and Exchange
Commission ("SEC" or "Commission") as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act"). The Separate Account meets
the definition of a "separate account" under the federal securities laws.
Registration with the SEC does not involve supervision of the management or
investment practices of the Separate Account, the Contracts, or SELIC by the
Commission.

There is no assurance that the stated objectives of any Underlying Portfolio
will be achieved.

More detailed information concerning the investment objectives, techniques
and restrictions pertaining to each Underlying Portfolio, and the expenses,
investment advisory services, and risks attendant to allocating Insurance
Account Value to each Underlying Portfolio, can be found in the current
prospectus with respect to each Underlying Portfolio, which accompanies this
Prospectus, and the current Statement of Additional Information for each
Underlying Portfolio. Such information has been prepared by the Underlying
Portfolio or the investment company of which it is a part,

                                    - 18 -
<PAGE> 136
and SELIC is not responsible for preparing this information. The Underlying
Portfolio prospectuses should be read carefully before any decision is made
concerning the allocation of Premium payments or transfers among the Available
Divisions.

Not all of the investment portfolios described in the accompanying
prospectuses are necessarily available under the Contract. Moreover, SELIC
cannot guarantee that each Underlying Portfolio will always be available for
the Contract.  In the unlikely event that an Underlying Portfolio becomes
unavailable, SELIC will attempt to secure the availability of a comparable
Underlying Portfolio.  Shares and units of each Underlying Portfolio are
purchased and redeemed at Net Asset Value, without a sales charge.

One or more of the Underlying Portfolios are available for investment by
both variable life insurance and variable annuity separate accounts.  It is
conceivable that in the future it may be disadvantageous for both variable
life and variable annuity separate accounts to invest simultaneously in an
Underlying Portfolio that sells its shares to both types of separate
accounts.  The Board of Directors or Trustees of such Underlying Portfolios,
the respective investment advisers of each Underlying Portfolio, and SELIC
are required to monitor events to identify any material irreconcilable
conflicts that may possibly arise, and to determine what action, if any,
should be taken in response to those events of conflicts.  Material
conflicts could arise from such things as changes in state insurance laws,
changes in federal income tax laws, changes in the investment management of
an Underlying Portfolio, or differences in the voting instructions given by
variable annuity contract owners and variable life insurance contract
owners.  In the event of a material irreconcilable conflict, SELIC will take
steps necessary to protect our Contract Holders.  This could include
discontinuance of investment in an Underlying Portfolio.

                             THE CONTRACT

The Contract is a flexible premium variable life insurance contract that
provides insurance on the life of an Insured.  A Contract may be sold
together with other related Contracts forming a Case.  See Appendix B for
modifications to this Section in the event that a Joint and Last Survivor
Rider and/or a Supplemental Term Insurance Rider is added to the Contract.

Availability of Insurance Coverage

To be eligible for insurance under the Contract, a prospective Insured must
on the Contract Date:

(1)   be at least 20 years of age and no more than 85 years of age;

                                    - 19 -
<PAGE> 137

(2)   have elected or consented to be an Insured (if required by SELIC or
      the Governing Jurisdiction);

(3)   have satisfied any necessary underwriting requirements of SELIC (see
      "Charges and Deductions -- Monthly Charges -- Cost of Insurance Charge").

A Contract can be issued if the Contract Holder:

(1)   provides SELIC with the data it requires including, but not limited to
      the prospective Insured's name, address, social security number,
      sex, date of birth, smoker/nonsmoker status, and citizenship (SELIC
      may also require submission of related documents that have been
      completed by the prospective Insured);

(2)   requests Total Insurance Coverage at least equal to the Minimum
      Insurance Coverage for an Insured;

(3)   designates the Beneficiary under the Contract; and

(4)   pays the initial Minimum Premium  for the first Contract Year.

Insurance coverage generally begins on the Issue Date for the Contract.
Temporary life insurance coverage may be provided under the terms of a
temporary insurance agreement.  In accordance with SELIC's underwriting
rules, temporary life insurance coverage may not exceed the greater of
$100,000 or two times the Premium paid, and may not be in effect for more
than 90 days.  This temporary insurance coverage will be issued on a
conditional receipt basis, which means that any Death Benefit under such
temporary coverage will only be paid if the Insured meets SELIC's usual and
customary underwriting standards for the applied-for coverage under the
Contract (see "Charges and Deductions-- Monthly Charges -- Cost of Insurance
Charge").

As provided for under state insurance law, a Contract Holder, to preserve
insurance age of the Insured, may be permitted to backdate the Contract.  In
no case may the Contract Date be more than six months prior to the date that
the Application was completed.  If any Contract in a Case is backdated, then
all Contracts in the Case must be backdated to the same date.  Monthly Charges
for the backdated period will be deducted as of the Contract Date, and each
Monthiversary thereafter.

For modifications to this Section for Joint Insureds, see Appendix B --
"Joint and Last Survivor Rider."

                                    - 20 -
<PAGE> 138

Evidence of Insurability

SELIC may require medical evidence of insurability for any Contract that
does not meet SELIC's guaranteed issue or simplified issue standards when
the Contract is issued. (see "Charges and Deductions -- Monthly Charges --
Cost of Insurance Charge"). Medical evidence of insurability may also be
required for any transaction that increases the Net Amount at Risk for the
Contract.  Transactions that increase the Net Amount at Risk may include but
are not limited to: payment of subsequent Premiums, change of Death Benefit
Option, change of Face Amount, partial withdrawals, and reinstatement of a
Contract.

For modifications to this section for Joint Insureds, see Appendix B -- Last
Survivor Rider.

Premiums

Premiums are the payments made to SELIC under the Contract by the Contract
Holder to purchase insurance on the life of the Insured and to contribute to
the Insurance Account Value of the Contract.  All Premiums are payable to
SELIC at its Home Office.  A Premium Load is deducted from any Premium
received by SELIC prior to its allocation to the Separate Account or to the
Fixed Fund.  The resulting amount is the Net Premium.  The applicable
Premium Load percentage depends upon the Case to which the Contract belongs,
whether the Premium consists of Target Premium or Excess Premium, and the
Contract Year in which the Premium is paid. (See "Charges and Deductions --
Premium Load).

Premiums may consist of Target Premium, Excess Premium or both.  The Target
Premium is determined by the Initial Face Amount selected by the Contract
Holder, and will never exceed a "guideline annual premium" as defined in
applicable SEC regulations.  SELIC has the right to refund promptly any
amount of Premium paid if necessary to keep the Contract in compliance with
state and federal laws, including federal income tax laws.  In particular,
if a Contract Holder pays Premium amounts during the first Contract Year
significantly in excess of the Planned Renewal Premium, SELIC reserves the
right to refund promptly part or all of such excess if applicable state
insurance law restricts the amount of commissions that would otherwise be
payable to the writing agent in connection with part or all of such Premium
amounts.

SELIC will not issue the Contract unless it receives a Premium payment at
least equal to the initial Minimum Premium amount.  The initial Minimum
Premium under the Contract is equal to twelve times the Monthly Charges due
under the Contract in the first Contract Month, plus any applicable Premium
Load. SELIC may, in its sole discretion, require a reduced initial Minimum
Premium in connection with the purchase of Contracts sold by licensed agents
of SELIC that are also registered representatives of Walnut Street
Securities, Inc. ("Walnut Street"), the distributor of the Contracts, or
selected broker-

                                    - 21 -
<PAGE> 139
dealers or through banks that have entered into written sales agreements with
Walnut Street.  A SELIC agent can provide prospective purchasers with
information regarding the availability of a reduced initial Minimum Premium
requirement.

After the Initial Premium has been received and accepted by SELIC, the
Contract Holder may pay subsequent Premiums on any Valuation Day provided
that each subsequent Premium is at least $50 per Contract.  All payments
received by SELIC from the Contract Holder will be credited to the Contract
as Premiums, unless the Contract Holder specifies that such payments are
Contract Loan repayments.  Subsequent Premiums may cause a Contract that was
not classified as a "modified endowment contract" to become classified as
such a contract.  SELIC will take steps to monitor subsequent Premiums, and
will notify a Contract Holder if a subsequent Premium, or a portion thereof,
would cause a Contract to become a modified endowment contract.  (See
"Federal Income Tax Considerations -- Modified Endowment Contracts").

Allocation of Net Premiums:  Generally, the initial Net Premium will be
credited to the Separate Account and the Insurance Account Value will begin
to vary with investment experience on the Valuation Day next following
receipt of the initial payment at the Home Office.  However, in situations
where SELIC receives the initial payment with the application and
underwriting is required, then the payment will be held on deposit in
SELIC's General Account until underwriting is completed and the Contract is
issued (the Issue Date).  Any Net Premiums received during the Free Look
period will be allocated to the Money Market Division.  At the end of such
period, Separate Account Value will be allocated to or among any of the
Available Divisions and the Fixed Fund, in accordance with the Contract
Holder's allocation instructions set forth in the Application, or as
subsequently changed prior to the end of the Free Look period.  No
allocation or transfer instructions received from the Contract Holder in the
Application or during the Free Look period will be acted upon until the Free
Look period has expired.  The duration of the Free Look period depends upon
the law of a Contract's Governing Jurisdiction.  The Free Look period under
a Contract will expire after the number of days provided for in the
applicable Governing Jurisdiction's Free Look period has elapsed following
the date the Contract is delivered to the Contract Holder, as evidenced by a
signed delivery receipt or certified mail return receipt, or if later, ten
(10) days after SELIC mails or personally delivers the Notice of Withdrawal
Right to the Contract Holder, or 45 days after the Application is signed.
Transfer of money to the Available Divisions specified by the Contract Holder
will occur at the expiration of the Free Look period.

Net Premiums received after the Free Look period expires will be allocated
among the Available Divisions and the Fixed Fund in accordance with the
Contract Holder's instructions.  Net Premiums that are received prior to the
Valuation Time on any Valuation Day will be allocated as of the date they
are received.  Net Premiums received after such time will be allocated on
the next Valuation Day.

                                    - 22 -
<PAGE> 140

The maximum number of Available Divisions to which the Contract's Separate
Account Value may be allocated at any one time is five (5); amounts can also
be allocated to the Fixed Fund. If no instructions accompany a Premium, the
resulting Net Premium will be allocated to the Available Divisions and the
Fixed Fund in the same proportions as stated in the most recently recorded
Premium allocation instructions SELIC received from the Contract Holder.

The allocation of subsequent Premiums may be changed at any time upon
SELIC's receipt of written notice from the Contract Holder.

Premiums to Prevent Lapse:  If the Contract is in danger of lapsing because
the Net Cash Value is insufficient to pay the Monthly Charges for the
Contract on a Monthiversary, the amount of Premium that must be paid to
prevent lapse will be equal to three (3) times the Monthly Charges then due
plus any applicable Premium Load. (See "Termination -- Termination for
Insufficient Cash Value").  SELIC will send a notice to a Contract Holder
when such Premiums are required to keep the Contract in force.

Premiums to Reinstate a Contract:  When a Contract has lapsed due to
insufficient Net Cash Value, the amount of Premium that must be paid to
reinstate insurance coverage will be equal to the Monthly Charges due and
unpaid  at the time of lapse, plus three (3) times the Monthly Charges due
at the time of reinstatement, plus any applicable Premium Load. (See
"Termination -- Reinstatement of a Contract Terminated for Insufficient
Value").  When the Contract has terminated, SELIC will send a notice
specifying the Premiums that are required to be paid to reinstate the
Contract.

Contract Values

The Insurance Account Value of the Contract is equal to the total amounts of
the Insurance Account Value in each Available Division of the Separate
Account, the Insurance Account Value in the Fixed Fund, and the Insurance
Account Value in the Borrowed Fund.

The Insurance Account Value allocated to each Available Division is measured
in "Accumulation Units."  The value of an Accumulation Unit is determined as
of the Valuation Time on each Valuation Day.  The value of any unit will
vary from Valuation Day to Valuation Day to reflect the investment
performance of the Available Division applicable to that Accumulation Unit.

The value of an Accumulation Unit in each Available Division is arbitrarily
set at $1.00 on the first Valuation Day for that Available Division.  The
value of any Accumulation Unit on any subsequent Valuation Day is equal to
its value on the preceding Valuation Day multiplied by that Available
Division's Net Investment Factor for the Valuation Period.  The Net
Investment Factor for an Available Division for a Valuation Period equals
the

                                    - 23 -
<PAGE> 141
"gross investment rate" for such period plus one and minus the Mortality
and Expense Risk Charge for that Valuation Period.

The "gross investment rate" of an Available Division for any Valuation
Period is equal to the net earnings of that Available Division during the
Valuation Period, divided by the value of the total assets of that Available
Division at the beginning of the Valuation Period.  The net earnings of each
Available Division during a Valuation Period are equal to the accrued
investment income and capital gains and losses (realized and unrealized) of
that Available Division, reduced by any amount charged against that
Available Division for premium taxes or other governmental charges paid or
reserved by SELIC during that Valuation Period.

The "gross investment rate" and net earnings of each Available Division will
be determined by SELIC in accordance with generally accepted accounting
principles and applicable laws, rules and regulations.

Transactions which require the crediting and canceling of Accumulation Units
will be processed as of the Valuation Time on the Valuation Day in which the
transaction is effected.  Premium payments, and requests for Contract Loans,
withdrawals, transfers, or any other transaction, received in proper form
before the Valuation Time on a Valuation Day will be effected as of the
Valuation Time on the day that the Premium payment, or transaction request,
is received.  Premium payments, and transaction requests, received in proper
form after the Valuation Time on a Valuation Day, will be effected as of the
Valuation Time of the following Valuation Day.

The Insurance Account Value in the Money Market Division on the Issue Date
is equal to the Premium paid on that date, less any applicable Premium Load
less:

(1)   Cost of Insurance Charges; and

(2)   Administration Charges; and

(3)   any charges that are deducted from the Insurance Account Value for
      benefits provided by Contract riders; and

(4)   Underwriting Charges, if any; and

(5)   charges for Special Insurance Class Rating, if any.

The Insurance Account Value in each Available Division as of the Valuation
Time on any subsequent Valuation Day is equal to the Insurance Account Value
in that Available Division on the prior Valuation Day plus:

                                    - 24 -
<PAGE> 142

(1)   any new Net Premium allocated to that Available Division; and

(2)   any amounts transferred to that Available Division from another
      Available Division, the Fixed Fund or the Borrowed Fund.

(3)   any increase in value of the Available Division's investments due to
      investment results (net of Daily Charges);

and less:

(1)   any amounts transferred from that Available Division to another
      Available Division, the Fixed Fund or the Borrowed Fund.

(2)   any decrease in the value of the Available Division's investments due
      to investment results net of Daily Charges; and

(3)   the Cost of Insurance Charges allocated to that Available Division
      (deducted only on a Monthiversary); and

(4)   the Administration Charges allocated to that Available Division
      (deducted only on a Monthiversary); and

(5)   any partial withdrawals taken from such Contract and allocated to that
      Available Division; and

(6)   any charges allocated to that Available Division that are deducted
      from the Insurance Account Value for benefits provided by Contract
      riders; and

(7)   any Underwriting Charges allocated to that Available Division; and

(8)   any charges for Special Insurance Class Rating allocated to that
      Available Division (deducted only on a Monthiversary); and

(9)   any other charges allocated to that Available Division as stated in
      the Contract.

For more information regarding the charges and expenses deducted under the
Contract, see "Charges and Deductions".  For more information regarding the
impact that Contract Loans can have on Insurance Account Value and Net Cash
Value, see "Contract Loan Privilege".

For description of the Insurance Account Value in the Fixed Fund and the
Borrowed Fund, see "The Fixed Fund" and "Contract Loan Privilege".

                                    - 25 -
<PAGE> 143

Transfers

The Contract provides that all or part of the Insurance Account Value
(except amounts in the Borrowed Fund) may be transferred between or among
Available Divisions and the Fixed Fund on any Valuation Day subject to the
following limitations:

(a)   The Insurance Account Value cannot be allocated to more than five (5)
      Available Divisions and the Fixed Fund at any one time;

(b)   Transfer requests must be in writing and in a form acceptable to
      SELIC;

(c)   Except as described below, only one (1) transfer is permitted in each
      Contract Year;

(d)   SELIC reserves the right to limit the amount of any transfer.
      Transfers from or among the Available Divisions must be in amounts
      of at least $500, or if smaller, the Insurance Account Value in an
      Available Division; and

(e)   Transfers to the Fixed Fund may be limited.  Insurance Account Value
      in the Fixed Fund after any transfer to the Fixed Fund may be no
      greater than the amount  specified in the Contract. (See "The Fixed
      Fund -- Allocation of Amounts to the Fixed Fund").

Transfers from the Fixed Fund are also subject to the following limitations:

(a)   The transfer must be made in the 30 day period following a Contract
      Anniversary; and

(b)   The amount transferred  may be no larger than 25% of the Insurance
      Account Value in the Fixed Fund on the date of the transfer.

Transfers may be requested by dollar amount or percentage.  Written
confirmation of each transfer will be sent to the Contract Holder.  SELIC
will generally effect transfers and determine all values in connection with
transfers as of the Valuation Time at the end of the Valuation Day on which
a proper transfer request is received.

Notwithstanding the above limitations, which are set forth in the Contract,
SELIC will, as a matter of administrative practice, allow up to twelve (12)
transfers per year between or among Available Divisions. Contract Holders
will be notified in advance if this administrative practice is changed or
eliminated.  For purposes of calculating the number of transfers requested
in any Contract Year, all transfer requests received on the same Valuation
Day will be counted as one transfer request.  Transfers effected in
connection with Contract Loans will not be counted for purposes of the
limitations on the amount or frequency of transfers permitted in each
Contract Year.

                                    - 26 -
<PAGE> 144

Contract Loan Privilege

The Contract Holder may request a loan against the Contract.  The Contract
must be assigned to the Company as the sole security for the Contract Loan.
A Contract Loan may take place on any Valuation Day.  An amount equal to the
amount borrowed will be transferred from the Separate Account and the Fixed
Fund to the Borrowed Fund.  The Borrowed Fund is a portion of SELIC's
General Account reserved for amounts held as collateral for Contract Loans.
A Contract Loan from, or secured by, the Contract may have federal income
tax consequences.  In particular, if the Contract is a "modified endowment
contract" loans may be currently taxable and subject to a 10% penalty tax.
(See "Federal Income Tax Considerations").

Source of Contract Loan:  Insurance Account Value equal to each Contract
Loan will be transferred to the Borrowed Fund, reducing the Insurance
Account Value in the Separate Account and the Fixed Fund. Unless other
specific instructions are received from the Contract Holder, the Contract
Loan will be taken from the Available Divisions of the Separate Account and
the Fixed Fund in proportion to the amount of the Contract Holder's then
current Insurance Account Value in each Available Division of the Separate
Account and Fixed Fund.

The maximum total of Contract Loans for each Contract is equal to the
Insurance Account Value less the sum of the following:

(1)   the outstanding Contract Loan amount together with interest accrued
      but unpaid;

(2)   the Minimum Net Premium for the current Contract Year; and

(3)   Contract Loan interest charges until the next Contract Anniversary.

If a Contract Loan is requested that would cause this maximum to be
exceeded, SELIC will not process the request.

Contract Loan Interest:  Contract Loan interest accrues daily and is due on
each Contract Anniversary.  If it is not paid when due, the Contract Loan
interest will be added to the Contract Loan and, as part of the Contract
Loan, will bear the same interest rate.  Any Contract Loan interest
capitalized on a Contract Anniversary will be treated as if it was a new
Contract Loan and will be transferred from the Available Division of the
Separate Account and Fixed Fund in proportion to the Insurance Account Value
therein.

A fixed Contract Loan interest rate option or a variable Contract Loan
interest rate option may be elected.  This option may be changed by the
Contract Holder on any Contract Anniversary.  Written notice of the change
must be received at SELIC's Home Office no

                                    - 27 -
<PAGE> 145
more than ninety (90) days nor less than thirty (30) days prior to such
Contract Anniversary.  The Contract Loan interest rate options are as follows:

Fixed Contract Loan Interest Rate.  If a Fixed Contract Loan Interest Rate
- ---------------------------------
option is selected and a Contract Loan is outstanding, a fixed Contract Loan
interest rate of 6.00% will be assessed annually in arrears and added to the
Contract Loan principal on the Contract Anniversary.

Variable Contract Loan Interest Rate.  On each Contract Anniversary, SELIC
- ------------------------------------
will declare the Variable Contract Loan Interest Rate that will apply to
outstanding Contract Loans for the next Contract Year.  This rate will equal
the higher of a) or b), where a) is the Monthly Average of the Composite
Yield on Corporate Bonds as published by Moody's Investor Service, Inc. (or,
if it is no longer published, a substantially similar average) for the
calendar month ending two months before the Contract Year begins, and b) is
4.5%.  If the rate calculated according to this formula is not at least .50%
higher than the rate in effect for the previous year, SELIC will not
increase the rate.  If the maximum limit is at least .50% lower than the
rate in effect for the previous year, SELIC will decrease the rate.

If the Variable Contract Loan Interest Rate option is selected, SELIC will
inform the Contract Holder of the current Variable Contract Loan Interest
Rate at the time a Contract Loan is made.  The current Variable Contract
Loan Interest Rate can be changed by SELIC on any Contract Anniversary, but
the rate will never exceed the maximum Contract Loan interest rate permitted
by the law of the Governing Jurisdiction.

Interest on Borrowed Fund:  Interest will be credited to amounts held in the
Borrowed Fund as collateral for Contract Loans.  This rate of interest
credited on the Borrowed Fund will be at least equal to an annual effective
rate of four percent (4%).

For the Fixed Contract Loan Interest Rate option, the rate of interest
credited on the Borrowed Fund is currently set equal to 5.65%.  If a
Variable Contract Loan Interest Rate option is chosen, SELIC currently
anticipates that the rate of interest credited on the Borrowed Fund will
equal the Variable Contract Loan Interest Rate less a "loan interest spread"
of .35%.  This "loan interest spread" is guaranteed never to exceed .50%.
The Borrowed Fund crediting rate may not be changed more frequently than
annually.  Any change in the Borrowed Fund crediting rate for the Contract
will be effective on a Contract Anniversary.  The Contract Holder will be
notified in advance of any such change.

Interest credited to the Borrowed Fund will be transferred to the Available
Divisions of the Separate Account and Fixed Fund on each Contract
Anniversary.  The amount so transferred will be allocated among the
Available Divisions of the Separate Accounts and

                                    - 28 -
<PAGE> 146
Fixed Fund in proportion to the Insurance Account Value in each Available
Division of the Separate Account and Fixed Fund.

If Contract Loan interest due for the previous Contract Year has not been
paid when due, then on the Contract Anniversary, the Insurance Account Value
attributable to the Separate Account and Fixed Fund will be reduced by the
difference between the Contract Loan interest due and unpaid for the
previous Contract Year, and the interest credited to the Borrowed Fund
during the previous Contract Year.

On any given day the Insurance Account Value in the Borrowed Fund will be
equal to the Insurance Account Value in the Borrowed Fund on the previous
day plus:

(1)   Any new amounts transferred to the Borrowed Fund from the Separate
      Account and Fixed Fund due to new Contract Loans and/or capitalized
      Contract Loan Interest; and

(2)   Any interest credited to the Borrowed Fund.

and less

(1)   Any amounts transferred from the Borrowed Fund to the Separate Account
      and/or Fixed Fund due to Contract Loan repayments or the transfer
      of interest credited to the Borrowed Fund on a Contract
      Anniversary.

Repayment:  All funds received by SELIC will be credited to the Contract as
Premiums unless clearly designated as a Contract Loan repayment by the
Contract Holder.

All or part of the Contract Loan plus accrued Contract Loan interest may be
repaid at any time while the Contract is in force.

Any repayment of a Contract Loan will result in the transfer of values equal
to the repayment out of the Borrowed Fund and the application of those
values to the Available Divisions of the Separate Account and Fixed Fund.
Unless other specific instructions are received from the Contract Holder,
these values will be applied to the Separate Account's Available Divisions
and the Fixed Fund in proportion to the amount of the Contract Holder's then
current Insurance Account Value in each Available Division of the Separate
Account and Fixed Fund.

Surrender and Partial Withdrawal

At any time during the lifetime of the Insured and while the Contract is in
force, the Contract may be surrendered for its Net Cash Value on any
Valuation Date.  The Contract Holder must request a surrender in writing and
in a form acceptable to SELIC.  On

                                    - 29 -
<PAGE> 147
surrender, SELIC will pay to the Contract Holder in a single sum the
Contract's Net Cash Value as of the Valuation Day during which a proper
surrender request is received.  A Contract's Net Cash Value is the Insurance
Account Value less any outstanding Contract Loan and accrued and unpaid
Contract Loan interest.  If a proper surrender request is received on a
Monthiversary, then Monthly Charges will not be deducted on that
Monthiversary. A surrender may have Federal income tax consequences.
(See "Federal Income Tax Considerations").  Once the Contract is
surrendered, SELIC's obligations under the Contract will cease.  (See
"Termination").

The Contract Holder may also request partial withdrawals of Net Cash Value
from one or more Available Divisions and the Fixed Fund.  The withdrawal
must be requested by the Contract Holder in writing on a form acceptable to
SELIC.  Unless other specific instructions are received from the Contract
Holder, the withdrawal will be taken from each Available Division and the
Fixed Fund in proportion to the Contract Holder's then current Insurance
Account Value in each Available Division and the Fixed Fund.  See "The Fixed
Fund".

Surrender and partial withdrawal proceeds will generally be paid to the
Contract Holder within seven days.  See "Additional Provisions of the
Contract -- Availability of Funds" and "The Fixed Fund".

The Contract Holder may withdraw any amount of at least $1,000 per
withdrawal and up to the Contract's maximum withdrawal amount.  The maximum
withdrawal amount for the Contract is equal to the Insurance Account Value
less the sum of the following:

(1)   the outstanding Contract Loan amount together with the unpaid accrued
      Contract Loan interest on the Contract Loan amount;

(2)   the Minimum Net Premium for the current Contract Year; and

(3)   Contract Loan interest on the Contract Loan amount until the next
      Contract Anniversary.

Partial withdrawals may increase the Net Amount at Risk, resulting in higher
Cost of Insurance Charges under the Contract.

The Death Benefit and Face Amount may be adjusted at the time a partial
withdrawal is taken, based on the amount withdrawn, the Death Benefit Option
then in effect for the Contract, and the Insurance Account Value.  If the
Face Amount is reduced, the reduction in Face Amount for Death Benefit
Option 1 or Death Benefit Option 3 will be equal to the amount of the
withdrawal.  The Total Insurance Coverage remaining after the partial
withdrawal may not be less than the Minimum Insurance Coverage.  A partial
withdrawal request that would reduce the Total Insurance Coverage below this
minimum will not be

                                    - 30 -
<PAGE> 148
effected.  If the Face Amount reflects previous Face Amount increases at the
time of a partial withdrawal which causes a reduction in Face Amount, then
partial withdrawals will be applied first to reduce the Initial Face Amount,
and then to each Face Amount increase in order, starting with the first
increase.

A partial withdrawal that decreases the Face Amount of the Contract will
result in a recalculation of the Target Premium, and generally will decrease
the Target Premium for future Contract Years.

A partial withdrawal may have Federal income tax consequences.  (See
"Federal Income Tax Considerations").

Death Benefits Under the Contract

If the Insured dies while the Contract is in force, a Death Benefit is
payable to the Beneficiary when SELIC receives due proof of death and any
other requirements are satisfied.  The amount of the Death Benefit payable
depends on the Death Benefit Option selected for the Contract by the
Contract Holder and in effect on the date of death of the Insured, and is
adjusted for outstanding Contract Loans and unpaid charges.  (See "Payment
for Death Benefits").  The amount of the Death Benefit will be determined at
the end of the Valuation Period during which the Insured's death occurred.
The Death Benefit will be paid to the surviving Beneficiary or Beneficiaries
specified in the Application or as subsequently changed.  The Death Benefit
under each Death Benefit Option will never be less than the Contract's Face
Amount as long as the Contract remains in force.  For modifications to this
Section for Joint Insureds, see Appendix B -- "Joint and Last Survivor Rider."

Death Benefit Options:  The Contract Holder may select one of the following
Death Benefit Options:

Option 1:   the Face Amount in effect at the date of death

Option 2:   the Face Amount plus the Insurance Account Value in effect at
            the date of death.

Option 3:   the Face Amount in effect at the date of death, plus the
            accumulated Premiums paid under the Contract up to the date of
            death.  In calculating the Death Benefit under this option, the
            Premiums are accumulated from the date such Premiums were
            credited to the Insurance Account Value to the date of death,
            at a rate equal to the Death Benefit Option Accumulation Rate
            shown in the Contract.  This rate, which is selected by the
            Contract Holder and subject to approval by SELIC, may be as low
            as 0%, and does not have a maximum cap.

                                    - 31 -
<PAGE> 149
            A higher Death Benefit Option Accumulation Rate will result in
            higher Cost of Insurance Charges under a Contract.

To ensure that the Contract will qualify as life insurance under the
Internal Revenue Code, the Total Insurance Coverage will never be less than
the Minimum Death Benefit.  The Minimum Death Benefit is equal to the
Insurance Account Value on the date of death multiplied by the appropriate
Minimum Death Benefit Factor as set forth in the Contract.  Currently SELIC
calculates the Minimum Death Benefit Factor in accordance with Section
7702(a)(1) of the Internal Revenue Code ("The Cash Value Accumulation
Test").  In the future SELIC may offer Contracts that will use Minimum Death
Benefit Factors and Premium limitations calculated in accordance with
Section 7702(a)(2) of the Internal Revenue Code ("The Guideline Premium
Test").  Once a Contract is issued complying with either "The Cash Value
Accumulation Test" or "The Guideline Premium Test" that test and the Minimum
Death Benefit Factors will be employed throughout the life of the Contract.

A table of representative Minimum Death Benefit Factors follows:

<TABLE>
==================================
  MINIMUM DEATH BENEFIT FACTORS
- ----------------------------------
<CAPTION>
                        Unisex
Age                    Unismoke
- ----------------------------------
<S>                     <C>
25                      5.79
- ----------------------------------
30                      4.93
- ----------------------------------
35                      4.18
- ----------------------------------
40                      3.55
- ----------------------------------
45                      3.03
- ----------------------------------
50                      2.60
- ----------------------------------
55                      2.25
- ----------------------------------
60                      1.97
- ----------------------------------
65                      1.74
- ----------------------------------
70                      1.56
==================================
</TABLE>

Under Death Benefit Option 1 and Death Benefit Option 3, positive investment
performance (if any) will be reflected in Insurance Account Value, but not
in the Death Benefit, unless the Death Benefit equals the Minimum Death
Benefit.  Under Death Benefit Option 2, the amount of Death Benefit will
always vary as the Insurance Account Value varies, but will never be less
than the Face Amount. In general, if Death Benefit Option 2 is selected,
positive investment performance (if any) will be reflected in the Death
Benefit.

                                    - 32 -
<PAGE> 150
Subject to certain limitations, the Contract Holder may change the Death
Benefit Option for the Contract while the Contract is in effect by notifying
SELIC in writing.  If SELIC approves the change, it will take effect on the
next Contract Anniversary that is at least thirty (30) days after all the
required information has been provided to SELIC.  The Cost of Insurance
Charges for the Contract will be adjusted to provide for the change.  No
such change will be effective if the Insured dies before the effective date
of the change.

Changing the Contract's Death Benefit Option may result in either an
increase or decrease in the Face Amount.  If the Face Amount increases,
SELIC may require satisfactory evidence of insurability.  If the Face Amount
decreases, and the Contract's Face Amount before the change in the Death
Benefit Option reflects previous Face Amount increases, then the change in
Death Benefit Option will result first in a reduction in the Initial Face
Amount, and then to each Face Amount increase in order, starting with the
first increase.  Any change in the Death Benefit Option will not be effected
if it would result in Total Insurance Coverage that is less than the Minimum
Insurance Coverage of the Contract.  SELIC also reserves the right not to
effect a requested change in Face Amount if the change would result in the
Contract not satisfying the requirements of the Internal Revenue Code of 1986,
as amended.

A change in the Death Benefit Option will not result in an immediate change
in the amount of a Contract's Death Benefit or Insurance Account Value.  If
a Contract is changed from Death Benefit Option 1 or Death Benefit Option 3
to Death Benefit Option 2,  then the Face Amount will equal the Face Amount
prior to the change less the Insurance Account Value on the effective date
of the change.  If a Contract is changed from Option 2 or Option 3 to Option
1, then the Face Amount will equal the Death Benefit on the effective date
of the change.  SELIC may require satisfactory evidence of insurability if
the Contract is changed from Option 2 or Option 3 to Option 1.  If a
Contract is changed from Option 1 to Option 3, then the Face Amount will
equal the Face Amount prior to the change less the accumulated Premiums on
the effective date of change.  If a Contract is changed from Option 2 to
Option 3, then the Face Amount will equal the Death Benefit less the
accumulated Premiums on the effective date of the change.

A change in Death Benefit Option may affect monthly Cost of Insurance
Charges, because the amount of this charge varies with a Contract's Net
Amount at Risk.  Assuming the Death Benefit is not equal to the Minimum
Death Benefit, changing from Option 2 or Option 3 to Option 1 will generally
decrease Net Amount at Risk, and therefore decrease Cost of Insurance
Charges, on Monthiversaries following the effective date of the change.
Changing from Option 1 or Option 3 to Option 2 will generally result in a
Net Amount at Risk that remains level; however, under Option 2, Cost of
Insurance Charges will increase over time, because cost of insurance rates
generally increase with the age of the Insured.  Finally a change from
Option 1 or Option 2 to Option 3 will result in a Net Amount at Risk that
will vary based upon the frequency and amount of Premium payments, as well
as the rate at which the Premiums are accumulated.  Under Option 3, more
frequent and

                                    - 33 -
<PAGE> 151
higher premium payments as well as a higher Death Benefit Option Accumulation
Rate generally will result in a higher Net Amount at Risk, and therefore
higher Cost of Insurance Charges.

Face Amount:  The Minimum Face Amount under a Contract is $10,000.  The
minimum Total Insurance Coverage is $25,000. The Initial Face Amount and
Supplemental Term Insurance Amount will be set forth in the Application. The
Contract Holder may, subject to approval of SELIC, change the Face Amount.
The Contract Holder must request the change by notifying SELIC in writing,
and SELIC reserves the right to require satisfactory evidence of
insurability, which may include a medical examination.  If SELIC approves
the change, it will take effect on the next Contract Anniversary which is at
least 30 days after all the required information has been provided to SELIC.
A partial withdrawal may also reduce the Face Amount under a Contract. (see
"The Contract -- Surrender and Partial Withdrawal").  Decreases in Face
Amount cannot reduce the Total Insurance Coverage to less than the Minimum
Insurance Coverage.  No such change will be effective if the Insured dies
before the date of such change.  SELIC reserves the right not to effect a
requested change in Face Amount if the change would result in the Contract not
satisfying the requirements of the Internal Revenue Code of 1986, as amended.
The Net Cash Value immediately following the increase in Face Amount must be
sufficient to cover Monthly Charges to be deducted on the next Monthiversary.
If Net Cash Value will not be sufficient, an additional Premium will be
necessary before the increase in Face Amount will be effected.

If the Face Amount is decreased, and the Contract's Face Amount before the
change in Death Benefit Option reflects previous Face Amount increases, then
the Face Amount reduction will result first in the reduction in the Initial
Face Amount, and then to each Face Amount increase in order, starting with
the first increase.

A decrease in the Face Amount of the Contract will also result in a
recalculation of the Target Premium, and generally will decrease the Target
Premium for future Contract Years.

Additional insurance coverage may be available under one or more riders to
the Contract, including a Supplemental Term Insurance Rider.  (See Appendix
B - "Supplemental Term Insurance Rider").  Under certain circumstances,
SELIC may offer Contracts through which insurance coverage is provided
primarily through the Supplemental Term Insurance Rider.  Because insurance
coverage under such riders may be purchased through deductions from
Available Divisions and/or the Fixed Fund that are not taken into account in
determining Target Premium, there may not be additional Premium Load
associated with this coverage.  There may be circumstances in which it will
be to the Contract Holder's economic advantage to include a significant
portion or percentage of coverage under the Supplemental Term Insurance
Rider.  These circumstances depend on many factors, including the Premium
levels and amount and duration of coverage, as well as the

                                    - 34 -
<PAGE> 152
age (and, where applicable, sex, smoker status, and/or risk classification) of
the Insured. As discussed above, SELIC reserves the right to refund promptly
certain Premium amounts paid during the first Contract Year in excess of
Planned Renewal Premium amounts.  (See "Premiums").  In such cases, SELIC will
generally agree to accept such Premium amounts provided that the Contract
Holder elects to convert a portion of the Face Amount, as determined by
SELIC, to coverage under a Supplemental Term Insurance Rider.  Contract
Holders should contact their agent for additional information.

A change in Face Amount may have Federal income tax consequences.  (See
"Federal Income Tax Considerations").

Payment of Death Benefit:  The amount of any Death Benefit payable is
adjusted as follows:

(1)   by deducting the amount of any unpaid Monthly Charges against the
      Insurance Account  Value to the date of death (See "Charges and
      Deductions");

(2)   by deducting the amount of any Contract Loans outstanding against the
      Insurance Account Value on the date of death plus accrued but unpaid
      interest on such Contract Loans on the date of death (See "Contract
      Loan Privileges"); and

(3)   by deducting the amount of any unpaid charges provided by rider.

The Death Benefit will usually be paid in a lump sum within seven (7) days
of the date due proof of the Insured's death is received by SELIC at its
Home Office and any other requirements are satisfied.  Payment of any amount
of Death Benefit based upon the Separate Account may be delayed, however,
during any period that:

(1)   The New York Stock Exchange (or its successor) is closed, except for
      normal weekend or holiday closings, or trading is restricted; or

(2)   The SEC determines that a state of emergency exists.

Settlement of any amounts not based upon the Separate Account will be made
not more than six (6) months after due proof of death is received.  Interest
on Death Benefits will be credited as prescribed by law.  Payment of a Death
Benefit may be deferred by a separate written agreement between SELIC and
the Contract Holder or Beneficiary, subject to SELIC's approval.  In such
cases, the interest that will be credited will be at least one percent (1%)
per annum.

Beneficiary:  The Contract Holder may name or change the Beneficiary by
sending written notice to SELIC.  A Beneficiary may be revocable or
irrevocable.  An irrevocable Beneficiary may not be changed without his or
her consent, and consent is also required

                                    - 35 -
<PAGE> 153
prior to the Contract Holder's exercise of certain other rights.  There may be
different classes of Beneficiaries, such as primary and secondary.  These
classes set the order of payments.  There may be more than one Beneficiary in
a class.  The Beneficiary designation in effect on the Issue Date is stated in
the Contract Application and in any related documents which are attached to
and made a part of the Contract.

                        CHARGES AND DEDUCTIONS

Certain charges will be deducted by SELIC from Premiums and from Insurance
Account Value as compensation for providing the insurance benefits under the
Contract, for administering the Contract, for assuming certain risks, and
for incurring certain expenses in distributing the Contract.  A prospective
purchaser may request personalized hypothetical illustrations of the
Contract's Insurance Account Value and Death Benefits.  Such hypothetical
illustrations will reflect the effect of the charges and deductions under the
Contract and may assist a prospective purchaser in understanding the operation
of the Contract.

Premium Load

Before crediting a Premium to the Available Divisions and/or the Fixed Fund,
a Premium Load, consisting of a Distribution Charge, a DAC Tax charge and a
Premium Tax Charge, is deducted from that Premium.  Premium Load is
expressed as a percentage of Premium; the percentage depends upon whether
the Premium is Target Premium or Excess Premium, on the Contract Year during
which the Premium is paid, and on the Issue Age of the Insured.

Distribution Charge:  The Distribution Charge, which is a sales load, is
comprised of a Premium Expense Load and a Commission Charge.

The Premium Expense Load will be deducted from each Premium and will equal a
percentage of the Premium.  The percentage will be determined based on the
sum of the Initial Premiums for all Contracts in a Case, in accordance with
the following table:

                                    - 36 -
<PAGE> 154

<TABLE>
<CAPTION>
      Sum of the Initial Premiums
      of All Contracts in the Case             Premium Expense Load
      ----------------------------             --------------------
          <S>                                          <C>
          Less than $250,000                           2.00%
          $250,000 - $999,999                          1.50%
          $1,000,000 and more                          1.25%
</TABLE>

A Commission Charge will be deducted from Premiums paid in each Contract
Year up to the Target Premium amount.  There is no Commission Charge on any
Excess Premium amount paid during a Contract Year.  The Commission Charge on
Premiums paid in a Contract Year up to the Target Premium amount is  based
upon the Issue Age of the Insured and the Contract Year as follows:

<TABLE>
                  Commission Charges During Contract Year
                  ---------------------------------------

<CAPTION>
                                        Commission Charge
                   --------------------------------------------------------------
   For               Contract Year       Contract Years          Contract Years
Issue Ages                 1                  2-10                    11-15
- ----------                 -                  ----                    -----
<S>                     <C>                   <C>                     <C>
20 - 51                 28.00%                8.00%                   6.00%
52 - 59                 28.00%                6.33%                   4.00%
60 - 67                 28.00%                4.66%                   4.00%
68 - 80                 19.00%                4.00%                   4.00%
81 - 85                 13.00%                4.00%                   4.00%
</TABLE>

For all Issue Ages the Commission Charge will be 2% for Year 16+.

For Single Premium Payments, the maximum Commission Charge will be 6% of
Premium paid.  Single Premium Payments are the excess of the Premium
received in the first Contract Year over Planned Renewal Premium.  Failure
to pay Planned Renewal Premium will not automatically result in lapse of the
Contract.

The Distribution Charge is intended to compensate SELIC for its expenses in
the distribution of the Contracts, including sales commissions, printing
prospectuses, preparing sales literature and paying for other promotional
activities;  to the extent that those expenses are not recovered from the
Distribution Charge, those expenses may be recovered from other sources,
including profit, if any, from the mortality and expense risk charge and
mortality gains.  In accordance with applicable SEC regulations,
Distribution Charge amounts will not exceed nine percent of the sum of the
"guideline annual premiums" that would be paid during the period equal to
the lesser of 20 years or the anticipated life expectancy of the Insured
based on the 1980 Commissioners Standard Ordinary Mortality Table, as
defined in such regulations.

                                    - 37 -
<PAGE> 155

For modifications to this section for Joint Insureds, see Appendix B --
"Joint and Last Survivor Rider."  For modifications to this section with the
addition of a Term Rider, see Appendix B -- Supplemental Term Rider
Insurance.

Premium Tax Charge:  SELIC also deducts from each Premium a Premium Tax
Charge approximately equal to the taxes that are based on such Premium
received under the Contract and that are imposed on SELIC by the state in
which the Contract Holder resides or by the state in which the Insured
resides.  In general, for Cases with one Contract Holder and with less than
500 Contracts, this charge will be determined as to any Contract in
accordance with the law of the state in which the Contract Holder resides.
For Cases with a greater number of Insureds and one Contract Holder, the
amount of the charge as to any Contract will be determined in accordance
with the law of the state in which the Insured resides.  State premium tax
rates currently range from .75% to 5.00%.

DAC Tax Charge: SELIC also deducts from each Premium a charge for federal
income taxes, equal to 1%, which compensates SELIC for an increased federal
tax burden resulting from the receipt of Premiums under Section 848 of the
Internal Revenue Code as enacted by the Omnibus Budget Reconciliation Act of
1990.  This charge for federal income taxes is reasonable in relation to
SELIC's increased federal tax burden under Section 848 resulting from the
receipt of Premiums under the Contracts.

Daily Charges

Mortality and Expense Risk Charge:  Each Division of the Separate Account is
assessed a Mortality and Expense Risk Charge, which will never exceed an
annual effective rate of 0.50% of the Contract's Separate Account Value
attributable to that Division. Currently, the amount of this charge is an
annual effective rate of 0.35% of the Separate Account Value, which is
equivalent to 0.000957233% of the Separate Account Value attributable to the
Division on a daily basis.

The charge, which is designed to compensate SELIC for the mortality and
expense risks it assumes under the Contract, is deducted on a daily basis
from the Separate Account's assets.

The mortality risk assumed by SELIC under the Contract is that Insureds may,
on average, live for shorter periods of time than estimated and therefore
that the Cost of Insurance Charges specified in the Contract will be
insufficient to meet actual claims.  The expense risk assumed by SELIC under
the Contract is the risk that other expenses of issuing and administering
the Contract and operating the Separate Account will be greater than the
charges imposed under the Contract to cover such expenses.  If the money
collected from the Mortality and Expense Risk Charge is not needed to cover
these risks, it will be SELIC's gain and will be used for any proper
purpose.  Conversely, if the money collected is insufficient to cover these
risks, SELIC will absorb any loss.

                                    - 38 -
<PAGE> 156

Monthly Charges

As of the Contract Date and on each Monthiversary thereafter, Monthly
Charges will be deducted from each Available Division and the Fixed Fund.
Monthly Charges consist of the Administration Charge, the Cost of Insurance
Charge, charges for additional benefits provided by Contract rider, and
charges for Special Insurance Class Rating, if any.   These charges will be
deducted from each Available Division and the Fixed Fund in proportion to
the Insurance Account Value attributable to each Available Division and the
Fixed Fund.

Administration Charge:  On each Monthiversary, a charge is deducted to
compensate SELIC for administrative expenses.  The current amount of this
charge is $4.50 per month per Contract.  This charge may change, but is
guaranteed not to exceed $8.00 per month per Contract.  The Administration
Charge is assessed to reimburse SELIC for the expenses associated with the
administration and maintenance of the Contract and the Separate Account. SELIC
does not expect to profit from this charge.

Cost of Insurance Charge:  A deduction for SELIC's cost of insurance
protection is made on each Monthiversary and, unless otherwise specified by
the Contract Holder, will be based on unisex and unismoke rates. The cost of
insurance rates generally increase as the Insured's Attained Age increases.
SELIC also offers rates, upon a Contract Holder's request, that vary based
on the sex (except Contracts sold in Montana; See "Unisex Requirements Under
Montana Law") and smoker class of the Insured. However, any variation by sex
and/or smoker class must be applied on a consistent basis for all Contracts
in the applicable Case.

The Cost of Insurance Charge is determined by multiplying the applicable
cost of insurance rate by the Net Amount at Risk each Contract Month. Any
change in the Net Amount at Risk will affect the total Cost of Insurance
Charges deducted from the applicable Insurance Account Value. Since the Net
Amount at Risk may not be constant, the charge could vary monthly.

The guaranteed cost of insurance rates will not be greater than the
guaranteed maximum cost of insurance rates set forth in the Contract.  Those
rates, as well as the rates used for Federal income tax purposes, are based
on the 1980 Commissioners Standard Ordinary (CSO) Mortality Tables, Age
Nearest Birthday that correspond to the applicable sex and smoker blend
under the Contract.  Current Cost of Insurance Charges may be lower and may
be changed.  The current Cost of Insurance Charges for the Contract Year are
shown in the Contract Holder's annual statement.

SELIC may offer insurance coverage up to $1 million on a guaranteed issue or
simplified issue basis under Contracts that meet all the following
requirements:

1)    The Case to which the Contract belongs has at least 25 Insureds;

                                    - 39 -
<PAGE> 157

2)    Each Insured under the Contracts in the applicable Case must at the
      time of issue be actively at work for a common Employer for a
      minimum of 1,000 hours annually;

3)    100% of "eligible persons", defined in a manner acceptable to SELIC,
      must be named as an Insured under the applicable Case;

4)    The Face Amount, and any Supplemental Term Insurance Amount, for each
      Contract in the applicable Case must be determined in all years by
      a formula acceptable to SELIC;

5)    The Face Amount increases, including any increases in Supplemental
      Term Insurance Amount, in any given year for any Contract in the
      applicable Case cannot exceed 10% and the cumulative increase in any
      Face Amount cannot exceed the smaller of the initial Total Insurance
      Coverage or $1,000,000;

6)    The Contract Holder, Insured and Beneficiary of each Contract in the
      applicable Case must be either an entity domiciled in the United
      States or a United States citizen; and

7)    The Insured under each Contract in the applicable Case must be between
      the ages of 20 and 65.

For Simplified Issue Contracts, SELIC requires that certain medical
information regarding the prospective Insured be provided in the
Application.

SELIC will also offer Contracts on a medically underwritten basis.  In these
situations, the rating of an Insured will affect the cost of insurance
rates.  SELIC will offer medically underwritten Contracts on a standard and
substandard rating basis.  Standard rates will, in general, be less than
substandard rates.

   
For Cases with applications dated prior to April 29, 1996 and issued on
a guaranteed issue or simplified issue basis the Cost of Insurance Charges
will vary only by the Attained Age of the Insured. For Cases with
applications dated on or after April 29, 1996 and issued on a guaranteed
issue basis the Cost of Insurance Charges will vary only by the Attained Age
of the Insured but for Cases issued on a simplified issue basis the Cost
of Insurance Charges will vary by the Issue Age and the number of completed
Contract Years under the Contract. For all Cases issued on a medically
underwritten basis the Cost of Insurance Charges will vary by the Issue Age
and the number of Completed Contract Years under the Contract.  In general
cost of insurance rates under Contracts that are issued on a guaranteed
issue basis will be greater than cost of insurance rates on Contracts issued
on a Simplified Issue basis, which will be greater than cost of insurance
rates on Contracts that are issued on a standard medically underwritten
basis.
    

                                    - 40 -
<PAGE> 158

SELIC may require medical underwriting for any transaction that increases
its Net Amount at Risk.  If any medical underwriting has taken place, an
Insured's rate class may affect the guaranteed and current cost of insurance
rate applicable to that Insured, but not the cost of insurance rate
applicable for Federal income tax purposes which for all Contracts will be
equal to 100% of the applicable 1980 CSO table.

Each Insured is placed in a rate class when SELIC issues a Contract, based
on the Case to which the Contract belongs and underwriting information,
including medical underwriting, if any.  When an increase in Face Amount is
requested, SELIC reserves the right (i) to accept or reject the request,
with or without obtaining additional underwriting information; and (ii) to
obtain additional underwriting information, including medical underwriting,
before approving the increase to determine whether a different rate class
would apply to the increase.  If the Insured's rate class at the time of the
increase has declined since the last change in coverage, and SELIC approves
the change in coverage, then the lower rate class will be applied to the Face
Amount increase only.  If the Insured's rate class at the time of the increase
has improved since the last change in coverage, then the improved rate class
will be applied to the Total Insurance Coverage provided under the Policy.

Additional Insurance Benefits and Special Insurance Class Ratings:  Subject
to certain requirements, one or more riders may be added to a Contract.
These riders and the charges associated therewith are described in Appendix
B to this Prospectus.  (See "Additional Provisions of the Contract -- Entire
Contract").  Deductions will be made on each Monthiversary for applicable
charges for any additional benefits provided by Contract rider.

Deductions will also be made on each Monthiversary for any applicable
Special Insurance Class Rating Charges, which are imposed under the Contract
if a Contract is issued on a substandard basis.  These charges are set forth
in the Contract.

Underwriting Charges

An Underwriting Charge of up to $100 will be deducted from the Insurance
Account Value on the Issue Date if the Contract is issued on a medically
underwritten basis.  Medically underwritten Contracts, for purposes of
deducting this charge, are all Contracts  other than those issued on a
guaranteed issue or simplified issue basis (see "Charges and Deductions --
Monthly Charges -- Cost of Insurance Charges").  SELIC also reserves the
right to deduct an Underwriting Charge of up to $100 from the Contract's
Insurance Account Value on any Monthiversary following a Contract Month in
which medical underwriting has taken place due to an increase in SELIC's Net
Amount at Risk with respect to the Contract. The Underwriting Charge is
assessed to reimburse SELIC for the expenses associated with the
underwriting of the Contract.  SELIC does not expect to profit from this
charge.

SELIC may, in its sole discretion, reduce or waive the Underwriting Charge
in connection with the purchase of Contracts sold by licensed agents of
SELIC that are also registered

                                    - 41 -
<PAGE> 159
representatives of selected broker-dealers or through banks that have entered
into written sales agreements with Walnut Street.  Any reduction in or waiver
of the Underwriting Charge is reflected in the Contract.

The Underwriting Charge will be deducted from the Available Divisions and
the Fixed Fund in proportion to Insurance Account Value attributable to each
Division and the Fixed Fund.

For modifications to this Section for Joint Insureds see Appendix B -- Joint
and Last Survivor Rider.

Annual Charges

On each Contract Anniversary, (i) the Insurance Account Value attributable
to the Separate Account and Fixed Fund is reduced by Contract Loan interest
due and unpaid for the previous Contract Year; and (ii) the Insurance
Account Value attributable to the Separate Account and Fixed Fund is
increased by the interest credited to the Borrowed Fund during the previous
Contract Year.  The net result is that if Contract Loan interest is not paid
when due, then on the Contract Anniversary, the Insurance Account Value
attributable to the Separate Account and Fixed Fund will be reduced by the
difference between the Contract Loan interest due and unpaid for the
previous Contract Year, and the interest credited to the Borrowed Fund
during the previous Contract Year.

Other Charges

Taxes and Other Governmental Charges:  SELIC does not currently make any
charges against the Divisions of the Separate Account for Federal, state or
local taxes attributable to them.  However, SELIC may in the future impose
such a charge to provide for any tax liability of the Separate Account.

Fees and Expenses of Underlying Portfolios:  The value of an Accumulation
Unit of each Separate Account Division that invests in shares or interests
of an Underlying Portfolio will reflect the expenses incurred by that
Underlying Portfolio.  The Underlying Portfolio's expenses will include its
investment management fee and its operating expenses.  The management fees
and operating expenses of each Underlying Portfolio are set forth in the
accompanying prospectus for such underlying Portfolio.

Illustrative Report Fee:  At the Contract Holder's request, SELIC will
provide an illustrative report in addition to the reports it customarily
provides.  Depending upon the type and complexity of the requested report,
SELIC may charge a reasonable fee not to exceed $50.00 per report.  (See
"Records and Reports").  This fee must be paid by the Contract Holder
separately and will not be considered a Premium payment.

                                    - 42 -
<PAGE> 160

                          TERMINATION

The Contract terminates on the earliest to occur of the following:

(1)   the end of the Grace Period following any Monthiversary in which the
      Net Cash Value for the Contract is insufficient to pay the Monthly
      Charges (See "Termination for Insufficient Net Cash Value", below);
      or

(2)   the surrender of the Contract by the Contract Holder; or

(3)   the Maturity Date of the Contract; or

(4)   the fulfillment of all of SELIC's obligations under the Contract.

Maturity Date

No insurance coverage will be effective on or after the Maturity Date, which
is the Contract Anniversary on which the Insured reaches Attained Age 100.
If the Insured is living and the Contract is in force on the Maturity Date,
the Net Cash Value will be paid to the Contract Holder, the Contract will
terminate, and the liability of SELIC under the Contract will cease.

For modifications to this Section for Joint Insureds see Appendix B -- Joint
and Last Survivor Rider.

Termination for Insufficient Net Cash Value

A Contract will not terminate automatically for failure to pay a subsequent
Premium.  However, if the Net Cash Value is not sufficient to cover the
Monthly Charges due with respect to a Contract on any Monthiversary, then
the Grace Period begins.  This Grace Period begins on the Monthiversary on
which the Monthly Charges are due.  The Grace Period ends 61 days from that
Monthiversary or, if later, 61 days after the date SELIC mails a written
notice to the Contract Holder at the last known address shown on SELIC's
records.  This notice will state the Premium amount needed to keep the
Contract in force.  During the Grace Period, the insurance coverage under
the Contract will continue in effect.

To continue the Contract's insurance coverage in force, the Contract Holder
must make a Premium payment before the Grace Period ends at least equal to
three (3) times the Monthly Charges due when the Grace Period began, plus
Premium Load.

The Contract will terminate without value (and therefore the insurance
coverage will cease) at the end of the Grace Period if such amounts are not
paid.

                                    - 43 -
<PAGE> 161
Reinstatement of a Contract Terminated for Insufficient Value

A Contract that has terminated for insufficient Net Cash Value may be
reinstated within five (5) years from the date of Contract termination.  The
Contract Holder must request the reinstatement in a form acceptable to SELIC
and pay the reinstatement Premium, which must be at least equal to the
Monthly Charges due and unpaid at the time of lapse, plus three (3) times
the Monthly Charges due at the time of reinstatement, plus any applicable
Premium Load.  Medical evidence of insurability will be required for
reinstatement, and the Insured must be living on the date the reinstatement
becomes effective.

For Modification to this Section for Joint Insureds see Appendix B -- Joint
and Last Survivor Rider.

                             THE FIXED FUND

Amounts invested in the Fixed Fund become part of the general assets of
SELIC held in SELIC's General Account.  SELIC invests the assets of the
General Account in accordance with applicable state insurance laws.  Because
of exemptive and exclusionary provisions, interests in the General Account
have not been registered under the Securities Act of 1933, and the General
Account has not been registered as an investment company under the 1940 Act.
Accordingly, neither the General Account nor any interests therein are
subject to the provisions of these Acts and, as a result, the staff of the
Securities and Exchange Commission has not reviewed the disclosure in this
Prospectus relating to the General Account. The disclosure regarding the
General Account may, however, be subject to certain generally applicable
provisions of the Federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

This Prospectus describes a flexible premium variable life insurance
contract. This Prospectus. together with the accompanying prospectuses for
the Underlying Portfolios, is generally intended to serve as a disclosure
document only for the aspects of the Contract relating to the Separate
Account.  For complete details regarding the Fixed Fund, see the Contract
itself.

General Description

The General Account consists of all assets owned by SELIC, other than those
in the Separate Account and other separate accounts. Subject to applicable
law, SELIC has sole discretion over the investment of the assets of the
General Account.

The allocation of amounts to the Fixed Fund does not entitle a Contract
Holder to share in the investment experience of the General Account.
Instead, SELIC guarantees that the Insurance Account Value in the Fixed Fund
will accrue interest at a rate of at least 4%, compounded annually,
independent of the actual investment experience of the General Account.

                                    - 44 -
<PAGE> 162
The Borrowed Fund is also part of the General Account.  (See "The Contract
- -- Contract Loan Privilege").

Allocation of Amounts to the Fixed Fund

At Contract issue, SELIC will determine the maximum percentage of the non-
borrowed Insurance Account Value that may allocated, either initially or by
transfer, to the Fixed Fund.  This maximum percentage is set forth in the
Contract (the "maximum allocation percentage").  The ability to allocate Net
Premiums or to transfer Insurance Account Value to the Fixed Fund may not be
made available or may be limited in accordance with the terms of the
Contract.  The Company may, from time to time, adjust the maximum allocation
percentage.  Such adjustments may not be uniform to all Contracts.  Subject
to this maximum, a Contract Holder may elect to allocate Net Premiums to the
Fixed Fund, the Separate Account, or both. Subject to this maximum, the
Contract Holder may also transfer the Insurance Account Value from the
Available Divisions of the Separate Account to the Fixed Fund.

Fixed Fund Benefits

If the Contract Holder allocates all Net Premiums only to the Fixed Fund and
makes no transfers, partial withdrawals, or Contract Loans, the entire
investment risk under the Contract will be borne by SELIC.

Fixed Fund Insurance Account Value

Net Premiums allocated to the Fixed Fund are credited to the Insurance
Account Value. SELIC bears the full investment risk for these amounts and
guarantees that interest credited to each Contract Holder's Insurance
Account Value in the Fixed Fund will not be less than a rate of at least 4%
per year, compounded annually.  SELIC may, in its sole discretion, credit a
higher rate of interest, although it is not obligated to credit interest in
excess of 4% per year, and might not do so.  Any interest credited on the
Contract's Insurance Account Value in the Fixed Fund in excess of the
guaranteed minimum rate of 4% per year will be determined in the sole
discretion of SELIC.  The Contract Holder assumes the risk that interest
credited may not exceed the guaranteed minimum rate of 4% per year. If
excess interest is credited, a different rate of interest may be applied to
the value in the Borrowed Fund. The value in the Fixed Fund will be
calculated on each Monthiversary of the Contract.

SELIC guarantees that, on each Valuation Date, the Insurance Account Value
in the Fixed Fund will be the amount of the Net Premiums allocated or
Insurance Account Value transferred to the Fixed Fund, plus interest at the
rate of 4% per year, plus any excess interest which SELIC credits and any
amounts transferred into the Fixed Fund, less the sum of all Contract charges
allocable to the Fixed Fund and any amounts deducted from the Fixed Fund in
connection with partial withdrawals, surrender charges or transfers to the
Separate Account.

                                    - 45 -
<PAGE> 163

On any given day the Insurance Account Value in the Fixed Fund will be equal
to the Insurance Account Value in the Fixed Fund on the prior Valuation Day
plus:

(1)   any new Net Premium allocated to the Fixed Fund; and

(2)   any amount transferred to the Fixed Fund from an Available Division or
      the Borrowed Fund; and

(3)   any interest credited to the Fixed Fund

and less:

(1)   any amount transferred from the Fixed Fund to an Available Division or
      the Borrowed Fund; and

(2)   the Cost of Insurance Charges allocated to the Fixed Fund (deducted
      only on a Monthiversary); and

(3)   the Administration Charges allocated to the Fixed Fund (deducted only
      on a Monthiversary); and

(4)   any partial withdrawals taken from such Contract and allocated to the
      Fixed Fund; and

(5)   any charges allocated to the Fixed Fund that are deducted from the
      Insurance Account Value for benefits provided by Contract riders; and

(6)   any Underwriting Charges allocated to the Fixed Fund; and

(7)   any charges for Special Insurance Class Rating allocated to the Fixed
      Fund (deducted only on a Monthiversary); and

(8)   any other charges allocated to the Fixed Fund as stated in the
      Contract.

For more information regarding the charges and expenses deducted under the
Contract, see "Charges and Deductions".  For more information regarding the
impact that Contract Loans can have on Insurance Account Value and Net Cash
Value, see "The Contract -- Contract Loan Privilege".

                                    - 46 -
<PAGE> 164
Fixed Fund Transfers, Surrenders, Partial Withdrawals and Contract Loans

Prior to the Maturity Date, amounts may be transferred from the Fixed Fund
to the Available Divisions or partially withdrawn from the Fixed Fund.
Transfers from the Fixed Fund are subject to the following restrictions:

      (a)   The transfer must be made in the 30-day period following a
            Contract Anniversary; and

      (b)   The amount transferred in any Contract Year may be no larger
            than 25% of the Insurance Account Value in the Fixed Fund on the
            date of the transfer or withdrawal.

Contract Loans and partial withdrawals may also be made from the Contract's
Insurance Account Value in the Fixed Fund, subject to the conditions and
restrictions on Contract Loans and partial withdrawals described above. (See
"The Contract -- Contract Loan Privilege" and "The Contract -- Surrender and
Partial Withdrawal").

Transfers, surrenders, and partial withdrawals payable from the Fixed Fund
and the payment of Contract Loans allocated to the Fixed Fund may be delayed
for up to six months. However, if payment is deferred for 30 days or more,
SELIC will pay interest at the rate of 2.5% per year for the period of the
deferment. Amounts from the Fixed Fund used to pay Premiums on Contracts
with SELIC will not be delayed.

                    FEDERAL INCOME TAX CONSIDERATIONS

The following summary provides a general description of the Federal income
tax considerations associated with the Contracts and does not purport to be
complete or to cover all situations.  This discussion is not intended as tax
advice.  Counsel or other competent tax advisers should be consulted for
more complete information.  This discussion is based upon SELIC's
understanding of the present Federal income tax laws as they are currently
interpreted by the Internal Revenue Service ("Service").  No representation
is made as to the likelihood of continuation of the present Federal income
tax laws or of the current interpretations by the Service.

      1.    Tax Status of the Contract:  Section 7702 of the Internal
            Revenue Code of 1986, as amended (the "Code") sets forth a
            definition of a life insurance contract for Federal tax
            purposes.  The Section 7702 definition can be met if a life
            insurance contract satisfies either one of two tests set forth
            in that section.  The manner in which these tests should be
            applied to certain features of the Contract is not directly
            addressed by Section 7702 or proposed regulations issued under
            that section.  The presence of these Contract features, the
            absence of final regulations, and lack of other pertinent
            interpretations of

                                    - 47 -
<PAGE> 165
            Section 7702, thus creates some uncertainty about the
            application of Section 7702 to the Contract.

      Nevertheless, SELIC believes that the Contract generally qualifies as
      a life insurance contract for federal tax purposes.  Because of the
      absence of final regulations or any other pertinent interpretations,
      it, however, is unclear whether a Contract with a joint and last
      survivor or a term rider added will, in all cases, meet the statutory
      life insurance contract definition.  If a Contract were determined
      not to be a life insurance contract for purposes of Section 7702,
      such contract would not provide most of the tax advantages normally
      provided by a life insurance contract.

      If it is subsequently determined that a Contract does not satisfy
      Section 7702, SELIC will take whatever steps it deems are
      appropriate and reasonable to cause a Contract to comply with Section
      7702.  For these reasons, SELIC reserves the right to modify the
      Contract as necessary to attempt to qualify a Contract as a life
      insurance contract under Section 7702.

      Section 817(h) of the Code requires the investments  of the Separate
      Accounts to be "adequately diversified" in accordance with Treasury
      Regulations for the Contract to qualify as a life insurance contract
      under Section 7702 of the Code.  Failure to comply with the
      diversification requirements may result in not treating the Contract
      as life insurance.  If the Contract does not qualify as life
      insurance you may be subject to immediate taxation on the incremental
      increases in Insurance Account Value of the Contract.  Regulations
      specifying the diversification requirements have been issued by the
      Department of Treasury, and SELIC believes it complies fully with
      such requirements.  In connection with the issuance of the
      diversification regulations, the Treasury Department stated that it
      anticipates the issuance of regulations or rulings prescribing the
      circumstances in which an owner's control of the investments of a
      separate account may cause the contract owner rather than the
      insurance company, to be treated as the owner of the assets in the
      separate account. If a Contract Holder is considered the owner of the
      assets of the Separate Account, income and gains from the Account
      would be included in the Holder's gross income.

      Though no Regulations on the subject of an owner's control of the
      investments of a separate account have been issued since the
      Regulations specifying the diversification requirements were
      issued, informal guidance is available from certain private letter
      rulings issued by the Internal Revenue Service to individual
      taxpayers.  The ownership rights under the Contract are different
      in certain respects from, those described by the Internal Revenue
      Service in rulings in which it determined the owners were not
      owners of separate account assets.  For example, a Contract Holder
      has additional flexibility in allocating premium payments and cash
      values.  These differences could result in the Contract Holder being
      treated as the owner of a pro rata share of the assets of the Separate
      Accounts.  In addition, SELIC does not know what standards will be set
      forth

                                    - 48 -
<PAGE> 166
      in any regulations or additional rulings which the Treasury might issue.
      SELIC therefore reserves the right to modify the Contract as necessary
      to attempt to prevent the Contract Holder from being considered the
      owner of a pro rata portion of the assets of the Separate Accounts or
      to otherwise qualify the Contract for favorable tax treatment.

      The following discussion assumes that each Contract will qualify as a
      life insurance contract for Federal income tax purposes.

      2.    Tax Treatment of Contract Benefits:  SELIC believes the death
            benefit under the Contract should generally be excludable from the
            gross income of the Beneficiaries under Section 101(a)(1) of the
            Code.

      Many changes or transactions involving a Contract  may have tax
      consequences, depending on the circumstances.  Such changes
      include but are not limited to the exchange of the Contract, a
      change in a Contract's Face Amount, a change of ownership, the
      payment of a subsequent premium, a partial withdrawal from a
      Contract, a complete surrender of a Contract, an assignment, a
      Contract Loan, or a Contract lapse with an outstanding Contract
      Loan.  In addition, Federal estate and state and local estate,
      inheritance, and other tax consequences of ownership or receipt of
      Contract proceeds depend on the circumstance of each Contract
      Holder or Beneficiary.  A competent tax adviser should be consulted
      for further information.

      Generally, the Contract Holder will not be deemed to be in
      constructive receipt of the Insurance Account Value including
      increments thereof, under the Contract until there is a
      distribution.  The tax consequences of distributions from, and
      loans taken from or secured by, the Contract(s)  should generally
      be determined on a Contract by Contract basis.  (See "Multiple
      Contracts," below).

      Such tax consequences further depend on whether the Contract from
      which the distribution is made or Contract Loan is taken is
      classified as a "modified endowment contract" under Section 7702A.
      However, upon a complete surrender or lapse of any Contract, if the
      amount received plus the amount of Indebtedness exceeds the total
      investment in the Contract, the excess will generally be treated as
      ordinary income subject to tax.

      3.    Modified Endowment Contracts:  A Contract may be treated as a
            modified endowment contract depending upon the amount of premiums
            paid in relation to the death benefit provided in respect of such
            Contract.  The premium limitation rules for determining whether a
            Contract is a modified endowment contract are complex.  In general,
            a Contract will be a modified endowment contract if the
            accumulated premiums paid at any time during the first seven years
            after the

                                    - 49 -
<PAGE> 167
            Contract is established exceeds the sum of the net level premiums
            which would have been paid on or before such time if the future
            benefits provided in respect of the Contract were deemed to be
            paid-up after the payment of seven level annual premiums.

      In addition, if the benefits or rights associated with a Contract are
      "materially changed," it may cause such Contract to be treated as a
      modified endowment contract.  The material change rules for
      determining whether a Contract is a modified endowment contract are
      also complex.  In general, however, the determination of whether a
      Contract will be a modified endowment contract after a material
      change generally depends upon the relationship among the death
      benefit associated with the Contract at the time of such change, the
      Insurance Account Value at the time of the change and the additional
      premiums paid in respect of the Contract during the seven years
      starting with the date on which the material change occurs.
      Moreover, a life insurance contract received in exchange for a life
      insurance contract classified as a modified endowment contract will
      also be treated as a modified endowment contract.

      (a)   Distributions from Contracts Classified as Modified Endowment
            Contracts:  Contracts classified as modified endowment
            contracts will be subject to the following tax rules:  First,
            all distributions, including distributions upon lapse or
            surrender, from such a Contract are treated as ordinary income
            subject to tax up to the amount equal to the excess (if any) of
            the Insurance Account Value of the Contract immediately before
            the distribution over the investment in the Contract (described
            below) at such time.  Second, loans taken from or secured by,
            the Insurance Account Value of such a Contract, as well as due
            but unpaid interest thereon, are treated as distributions from
            such Contract and taxed accordingly.  Third, a 10 percent
            additional income tax is imposed on the portion of any
            distribution from, or loan taken from or secured by, such a
            Contract that is included in income except where the
            distribution or loan is made on or after the taxpayer attains
            age 59 1/2, is attributable to the taxpayer's becoming
            disabled, or is part of a series of substantially equal
            periodic payments for the life (or life expectancy) of the
            taxpayer or the joint lives (or joint life expectancies) of the
            taxpayer and the taxpayer's Beneficiary.  Contract Holders that
            are not natural persons are unlikely to meet these exceptions.

            If a Contract becomes a modified endowment Contract after it is
            issued, distributions made during the Contract year in which it
            becomes a modified endowment Contract, distributions in any
            subsequent Contract year and distributions within two years before
            the Contract becomes a modified endowment Contract will be subject
            to the tax treatment described above.

                                    - 50 -
<PAGE> 168
            This means that a distribution from a Contract that is not a
            modified endowment Contract could later become taxable as a
            distribution from a modified endowment Contract.

      (b)   Distributions From Contracts Not Classified as Modified
            Endowment Contracts: Distributions from a Contract that is not
            a modified endowment contract are generally treated as first
            recovering the investment in the Contract (described below) and
            then, only after the return of all such investment in the
            Contract, as distributing taxable income. An exception to this
            general rule may occur in the case of a decrease in the death
            benefit provided in respect of a Contract (possibly resulting
            from a partial withdrawal) or any other change that reduces
            benefits associated with the Contract in the first 15 years
            after the Contract is established and that results in a cash
            distribution to the Contract Holder in order for the Contract
            to continue complying with the Section 7702 definitional
            limits. Such a cash distribution will be taxed in whole or in
            part as ordinary income (to the extent of any gain in the
            Contract) under rules prescribed in Section 7702.

            Loans from, or secured by, a Contract that is not a modified
            endowment contract are generally not treated as distributions.
            Instead, such loans are generally treated as indebtedness of
            the Contract Holder. However, if the Service or a court were
            to deem the loan not 'bona fide', it is possible that the
            loans from the Contract may be treated as taxable
            distributions.

            Neither distributions (including distributions upon surrender or
            lapse) nor loans from, or secured by, a Contract that is not a
            modified endowment contract are subject to the 10 percent
            additional income tax.  If a Contract which is not a modified
            endowment contract subsequently becomes a modified endowment
            contract, then any distribution made from the Contract within two
            years prior to the date of such change in status may become taxable
            and subject to the 10 percent additional income tax.

      (c)   Classification of Contract:  Due to the Contract's flexibility,
            classification of a Contract as a modified endowment contract
            will depend upon the circumstances of each Contract.  SELIC
            has adopted administrative steps designed to protect a
            Contract Holder against the possibility that a Contract might
            become a modified endowment contract.  SELIC believes the
            safeguards are adequate for most situations, but it cannot
            provide complete assurance that a Contract will not be
            classified as a modified endowment contract.  At the time a
            Net Premium is credited which (according to SELIC's
            calculations) would cause a Contract to become a modified
            endowment contract, SELIC will notify the Contract Holder that

                                    - 51 -
<PAGE> 169
            unless a refund of the excess Premium is requested by the
            Contract Holder, the Contract will be a modified endowment
            contract.  The Contract Holder will have 30 days after
            receiving such notification to request the refund. The excess
            Premium paid with 4% required annual interest or gain,
            whichever is greater, will be returned to the Contract Holder
            upon receipt by SELIC of the refund request.  The amount to be
            refunded will be deducted from the Insurance Account Value in
            the Available Divisions and in the Fixed Fund in the same
            proportion as the payment was allocated.

      A Contract Holder should contact a competent tax adviser before
      purchasing a Contract to determine the circumstances under which a
      Contract would be a modified endowment contract.  In addition, a Contract
      Holder should contact a competent tax adviser before paying any additional
      premiums; making any other change to, including an exchange of, a
      Contract; or making a change to the benefits provided under a Contract to
      determine whether such premium or change would cause the Contract (or the
      new contract in the case of an exchange) to be treated as a modified
      endowment contract.

      4.    Loan Interest:  Generally, interest paid on any loan under a
            life insurance contract which is owned by an individual is not
            deductible. In addition, interest on any loan under a life
            insurance contract owned by a taxpayer and covering the life of
            any individual who is an officer of or is financially
            interested in the business carried on by that taxpayer, will
            not be tax deductible to the extent the aggregate amount of
            such loans with respect to contracts covering such individual
            exceeds $50,000.  No amount of contract loan interest is,
            however, deductible if the life insurance contract is deemed
            for Federal tax purposes to be a single premium life insurance
            contract.  There are other limitations on the deductibility of
            loan interest including that generally no amount of loan
            interest can be deducted in respect of amounts paid or accrued
            on indebtedness incurred or continued to purchase or carry a
            life insurance contract pursuant to a plan of purchase which
            contemplates the direct or indirect borrowing of all or part of
            the increases in Insurance Account Value of the contract.
            There are certain exceptions to this rule.  A Contract Holder
            should consult a competent tax adviser before deducting any loan
            interest.

      5.    Investment in a Contract:  Investment in a Contract means (i)
            the aggregate amount of any premiums or other consideration
            paid in respect of a Contract, minus (ii) the aggregate amount
            received under the Contract which is excluded from gross income
            of the Contract Holder (except that the amount of any loan
            from, or secured by, a Contract that is a modified endowment
            contract, to the extent such amount is excluded from gross
            income, will be disregarded), plus (iii) the amount of any loan
            from or secured by a Contract that is a modified endowment
            contract to the extent that such amount is included in the
            gross income of the Contract Holder.

                                    - 52 -
<PAGE> 170

      6.    Multiple Contracts:  All modified endowment contracts that are
            issued by SELIC (or its affiliates) to the same Contract
            Holder during any calendar year are treated as one modified
            endowment contract for purposes of determining the amount
            includible in gross income under section 72(e) of the Code.  In
            view of this rule, in the event that a number of Contracts are
            established at the same time or during the same calendar year,
            it is important to determine how many, if any, of the Contracts
            will be treated as modified endowment contracts.  A competent
            tax adviser should be consulted for further information.

      7.    Alternative Minimum Tax:  There may also be an indirect tax upon
            the inside build-up of the Contract under the corporate alternative
            minimum tax.

      8.    Other Tax Consequences.  The Contract may be used in various
            arrangements, including nonqualified deferred compensation
            or salary continuance plans, split dollar insurance plans,
            executive bonus plans, tax exempt and nonexempt welfare
            benefit plans, retiree medical benefit plans and others.  The
            tax consequences of such plans may vary depending on the
            facts and circumstances of each individual arrangement.
            Therefore, if you are contemplating the use of the Contract
            in any arrangement the value of which depends in part on its
            tax consequences, you should be sure to consult a qualified
            tax advisor regarding the tax attributes of the particular
            arrangement and the suitability of this product for the
            arrangement.

      9.    Possible Charge for Taxes:  SELIC is presently taxed as a life
            insurance company and does not incur federal income tax
            liability, or state or local tax liability, attributable to
            investment income or capital gains of the Separate Account.
            Based on these assumptions, no charge is currently being made
            to the Separate Account for federal income taxes, or state or
            local taxes.  However, SELIC may in the future impose such a
            charge if (i) the tax treatment of SELIC is ultimately
            determined to be other than what SELIC believes it to be, (ii)
            there are changes made in the income tax treatment, or state or
            local tax treatment, of variable life insurance at the company
            level, or of the separate accounts, or (iii) there is a change in
            SELIC's status.  Any such charge would be designed to cover the
            taxes attributable to the investment results of the Separate
            Accounts.

                  ADDITIONAL PROVISIONS OF THE CONTRACT

Addition, Deletion, or Substitution of Investments

SELIC reserves the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares that are held
by the Separate Account or that the

                                    - 53 -
<PAGE> 171
Separate Account may purchase.  SELIC reserves the right to eliminate the
shares of any of the Underlying Portfolios and to substitute the shares of
another registered open-end investment company if the shares of an Underlying
Portfolio are no longer available for investment or if, in SELIC's judgment,
further investment in any Underlying Portfolio becomes inappropriate in view
of the purposes of the Separate Account.  SELIC will not substitute any shares
attributable to a Contract Holder's interest in a Division of a Separate
Account without notice to the Contract Holder and prior approval of the SEC,
to the extent required by the 1940 Act or other applicable law.  Nothing
contained in this Prospectus shall prevent the Separate Account from
purchasing other securities for other series or classes of contracts, or from
permitting a conversion between series or classes of contracts on the basis of
requests made by Contract Holders.

The participation agreements pursuant to which Underlying Portfolios sell
shares to the Separate Account can be terminated by the Underlying Portfolio
or by SELIC under a variety of circumstances, with or without cause.

SELIC also reserves the right to establish additional Divisions of the
Separate Account, each of which would invest in a new investment company,
with a specified investment objective.  New Divisions may be established
when, in the sole discretion of SELIC, marketing needs or investment
conditions warrant, and any new Division will be made available to existing
Contract Holders on a basis to be determined by SELIC.  SELIC may also
eliminate or combine one or more Divisions, substitute one Division for
another Division, or transfer assets between Divisions, if, in its sole
discretion, marketing, tax, or investment conditions warrant; such changes
will not occur without notice to the Contract Holder and prior approval of
the SEC, to the extent required by the 1940 Act or other applicable law.

In the event of a substitution or change, SELIC may, if it considers it
necessary, make changes in the Contract by appropriate endorsement.  SELIC
will notify Contract Holders of any such changes.

If deemed by SELIC to be in the best interests of persons having voting
rights under the Contracts, and to the extent any necessary SEC approvals or
Contract Holder votes are obtained, the Separate Account may be: (a)
operated as a management company under the 1940 Act; (b) de-registered under
that Act in the event such registration is no longer required; or (c)
combined with other separate accounts of SELIC.  To the extent permitted by
applicable law, SELIC may also transfer the assets of the Separate Account
associated with the Contract to another separate account.

Also, subject to the approval of the New York Superintendent of Insurance,
SELIC has the right to change the investment policy of any Separate Account
Division.  If required, the process for obtaining approval of a material
change from the New York Superintendent of Insurance will be filed with the
insurance supervisory official of the Governing Jurisdiction.  SELIC will
notify the Contract Holder if any material change of investment policy is
approved.

                                    - 54 -
<PAGE> 172

Incontestability

SELIC must bring any legal action to contest the validity of any insurance
coverage under the Contract within two years from the applicable Issue Date
of the Contract, or from the effective date of any change in coverage
requiring medical evidence of insurability, as applicable.

Conversion Rights

Once the Contract is issued and as long as the Contract is in force, a
Contract Holder may during the first 24 months transfer all of the Insurance
Account Value into the Separate Account and receive fixed and guaranteed
benefits under the Contract.  Once this right is exercised, no transfers out
of the Fixed Fund will be allowed and all Net Premiums paid after the
election will be allocated to the Fixed Fund.  This request must be in
writing and must specifically indicate that the transfer is being made
pursuant to the Conversion Right.  This transfer will not be subject to any
transfer limitations or charges.  At the time of such transfer, there will
not be any effect on this Contract's Death Benefit, Contract Loans, Face
Amount, Net Amount at Risk, Issue Age or insurance class.  All benefits
after this conversion will be based upon the Fixed Fund.

Misstatement of Age or Sex

If the age or sex of the Insured has been misstated in the Application and
the misstatement is discovered after the Insured's death, the amount of
death benefit payable by SELIC will be that which the most recent mortality
charges would have purchased for the correct age and sex.  If the Insured is
still living at the time of discovery, future amounts payable will be
adjusted based upon the correct facts.

Suicide

Subject to the insurance laws of the Governing Jurisdiction, if the Insured
commits suicide, while sane or insane, within two years from the date
coverage becomes effective with respect to such person under the Contract,
only a limited Death Benefit will be payable.  In such case, the amount of
the Death Benefit will be equal to the amount of the Net Premiums paid, less
any partial withdrawals, and less any Contract Loans and any Contract Loan
interest accrued but unpaid.

If, after the expiration of the two year period described above, the Insured
commits suicide within two years from the date of receipt of any subsequent
Premium that increases the amount of the Death Benefit, the amount of the
Death benefit attributable to such increase will be limited to a refund of
the Cost of Insurance Charges made for such increase.

                                    - 55 -
<PAGE> 173

Availability of Funds

Cash payments from the Contract for partial withdrawals, Contract Loans, and
surrenders will usually be made within seven days after a written request is
received at the Home Office of SELIC.  Transfers between or among Separate
Account Divisions will usually be effected on the date the transfer request
is received in good order. Payment or transfers may be delayed, however,
during any period that:

(1)   The New York Stock Exchange (or its successor) is closed for trading; or

(2)   The SEC determines that a state of emergency exists.

Payment of the portion of any amount payable from the Fixed Fund for
Contract Loans, partial withdrawals or surrender, and transfers to the
Separate Account Divisions may be delayed for not more than 6 months.  If
payment is deferred for 30 days or more, SELIC will pay interest on such
amounts at the rate of 2.5% per year for the period of deferment.

Entire Contract

The Contract is issued in consideration of the Application and the Initial
Premium.  The Contract and Application, a copy of which is attached to the
Contract, together with any Contract Schedules, any riders, and any other
related documents constitute the entire Contract.  Any waiver or change of
any provision in the Contract must be in writing and signed by an officer of
SELIC.  Additional insurance benefits may be made available under the
Contract by rider.  Any such riders selected by the Contract Holder and
agreed to by SELIC will be attached to and made a part of the Contract.

The failure of SELIC to enforce any provision of the Contract does not
constitute and cannot be construed as a waiver of such provision or of the
right to enforce it at a later time, nor does the waiver of any provision by
SELIC on one or more occasions constitute nor can it be construed as a waiver
for all occasions, and SELIC cannot be stopped from enforcing any provision of
the Contract except as may be otherwise agreed to in writing by an officer of
SELIC.

Representations in Application

SELIC deems all statements in the Application to be representations and not
warranties, and SELIC will not use any statement, in the absence of fraud,
to void the Contract or to defend a claim for the insurance benefits under
the Contract unless it is contained in the Application and a copy of the
Application is attached to the Contract on the Issue Date, or unless it is
contained in a related document and signed either by the Contract Holder or
by the proposed Insured,

                                    - 56 -
<PAGE> 174
and a copy of such completed document is provided to the Contract Holder on
the Issue Date or on the effective date of any change requiring evidence of
insurability.

Contract Application and Contract Schedules

If any information contained in the Contract, Application, Contract
Schedules, or any other related documents for the Contract is inaccurate or
untrue on the date the Contract is issued, the Contract Holder is required
under the Contract to promptly notify SELIC and provide corrected
information.

Right to Amend Contract

If any provision in the Contract is in conflict with the laws of the
Governing Jurisdiction, the provision will be deemed to be amended to
conform with such laws.  SELIC may amend the Contract from time to time as
may be required to meet the definition of "life insurance" under the
Internal Revenue Code of 1986, as amended, or its regulations or published
rulings.

Computation of Contract Values

A detailed statement of the method used to compute the Contract's benefits
and values is filed with the insurance regulatory authority of the Governing
Jurisdiction.  These benefits and values are not less than those required by
the laws of the Governing Jurisdiction.

Claims of Creditors

The proceeds of the Contract will be free from creditors' claims to the
extent allowed by law.

Notice

Any written notice required by the Contract to be given by SELIC to the
Contract Holder will be effective five (5) days after it is mailed by first
class mail or fifteen (15) days after it is mailed by third class mail (or
when received, if sent by any other means) to the Contract Holder at the
Contract Holder's current address as noted on the records of SELIC.

Any written notice required by the Contract to be given by the Contract
Holder to SELIC will be effective when received in a form acceptable to
SELIC at its Home Office.  To be acceptable, a notice must be in written
form, in the English  language (except where applicable law requires
otherwise), must include all pertinent information, and must be signed by
the Contract Holder or an individual authorized to act for the Contract
Holder and so designated on the records of SELIC.

                                    - 57 -
<PAGE> 175

Assignments

Neither the Contract nor any of the rights of the Contract Holder or
Beneficiary under it may be assigned or transferred without the written
permission of SELIC.

Construction

In the event of a conflict between the Contract provisions and the
information contained in any Contract Schedule, the provisions of the
Contract will be controlling.

Severability

In the event any provision of the Contract is declared illegal or otherwise
unenforceable, it will be severed from the Contract and the remainder of the
Contract will be valid and enforceable.

State Variations

Certain Contract features, including the "Free Look" provision, are subject
to state variations.  The Contract Holder should read his or her Contract
carefully to determine whether any variations apply in the state in which
the Contract is issued.

                  UNISEX REQUIREMENTS UNDER MONTANA LAW

The state of Montana generally prohibits the use of actuarial tables that
distinguish between men and women in determining premiums and policy
benefits for policies issued on the lives of its residents.  Therefore, all
Contracts offered by this Prospectus and issued for delivery in Montana will
have premiums and benefits which are based on actuarial tables that do not
differentiate on the basis of sex.

                          RECORDS AND REPORTS

All records and accounts relating to the Separate Account Divisions will be
maintained by SELIC.  Each year within 30 days after the Contract
Anniversary, SELIC will mail a report to the Contract Holder.  The report
will show the Insurance Account Value at the beginning of the previous
Contract Year and all Premiums paid since that time.  It will also show the
additions to, and deductions from, the Insurance Account Value during the
Contract Year, and the Insurance Account Value, Death Benefit, Net Cash
Value, any outstanding Contract Loan amount and accrued Contract Loan
interest as of the current Contract Anniversary.  The report will also
include any additional information required by applicable law or regulation.
SELIC also will mail the Contract Holder any other reports or documents
required by applicable law or regulation.

                                    - 58 -
<PAGE> 176

In addition to the periodic reports, the Contract Holder may request an
illustrative report showing projected Contract values.  There may be a
charge for providing an illustrative report. (See "Charges and Deductions").

                          SALE OF THE CONTRACT

The Contract will be sold by individuals who, in addition to being licensed
as life insurance agents for SELIC, are also registered representatives of
Walnut Street Securities, Inc. ("Walnut Street"), the distributors of the
Contract, or of broker-dealers or through banks who have entered into
written sales agreements with Walnut Street.  Walnut Street was incorporated
under the laws of Missouri in 1984 and is a wholly-owned subsidiary of
General American Holding Company, which, in turn, is a wholly-owned
subsidiary of General American Life Insurance Company.  Walnut Street is
registered with the SEC as a broker-dealer under the Securities Exchange Act
of 1934 and is a member of the National Association of Securities Dealers,
Inc.  No director or officer of Walnut Street owns any interest in the
Separate Account.

SELIC will pay writing agent compensation equal to the Commission Charge in
connection with the Contract Holder's purchase of the Contract, plus a
maximum of 14% of any Excess Premiums paid in any Contract Year on Contracts
issued without any riders attached.

                               VOTING RIGHTS

To the extent required by law, the Company will vote shares of the
Underlying Portfolios held in the Separate Account at regular or special
shareholder meetings of the Underlying Portfolios in accordance with
instructions received from persons having voting interests in the
corresponding Divisions of the Separate Account. If, however, the 1940 Act
or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote shares of the Underlying Portfolios in its own
right, it may elect to do so.

The number of votes that a Contract Holder has the right to instruct will be
calculated separately for each Division. Voting rights reflect the dollar
value of the total number of units of each Division of the Separate Account
credited to the Contract Holder at the record date rather than the number of
units alone. Fractional shares will be counted. The number of votes of an
Underlying Portfolio that the Contract Holder has the right to instruct will
be determined as of the date established by that Underlying Portfolio for
determining eligibility to vote at the meetings of the Underlying Portfolio.
Voting instructions will be solicited by written communications prior to
such meeting in accordance with procedures established by the Underlying
Portfolio.

                                    - 59 -
<PAGE> 177
The Company will vote shares as to which no timely instructions are received
in proportion to the voting instructions which are received with respect to
the contracts participating in that Underlying Portfolio. The Company will
also vote shares it owns that are not attributable to contracts in the same
proportion.

Each person having a voting interest in a Division will receive proxy
material, reports, and other materials relating to the appropriate
Underlying Portfolio.

Disregard of Voting Instructions:  The Company may, when required by state
insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
sub-classification, or investment objective of an Underlying Portfolio, or
one or more of its Series, or to approve or disapprove an investment
advisory contract for an Underlying Portfolio.  In addition, the Company
itself may disregard voting instructions in favor of changes proposed by a
Contract Holder in the investment advisory agreement or the investment
adviser of an Underlying Portfolio if the Company reasonably disapproves of
such changes. A proposed change would be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory
authorities, or the Company determines that the change would have an adverse
effect on its General Account in that the proposed investment advisory
contract for an Underlying Portfolio may result in overly speculative or
unsound investments. In the event the Company does disregard voting
instructions, a summary of that action and the reasons for such action will
be included in the next annual report to Contract Holders.

                     STATE REGULATION OF THE COMPANY

The Company, a stock life insurance company organized under the laws of New
York, is subject to regulation by the New York Department of Insurance. An
annual statement is filed with the Superintendent of Insurance on or before
March 1st of each year covering the operations and reporting on the financial
condition of the Company as of December 31 of the preceding year.
Periodically, the Superintendent of Insurance examines the liabilities and
reserves of the Company and the Separate Account and certifies their adequacy,
and a full examination of the Company's operations is conducted by the
National Association of Insurance Commissioners at least once every three
years.

In addition, the Company is subject to the insurance laws and regulations of
other states within which it is licensed or may become licensed to operate.
Generally, the insurance departments of other states apply the laws of the
state of domicile in determining permissible investments.

                                    - 60 -
<PAGE> 178

<TABLE>
                                         MANAGEMENT OF THE COMPANY

                                 BOARD OF DIRECTORS AND PRINCIPAL OFFICERS

<CAPTION>
                                                 Principal Occupation(s) During Past Five
                                                 ----------------------------------------
Name                                             Years
- ----                                             -----
<S>                                              <C>
Willard N. Archie                                SELIC Director; Vice Chairman, Mitchell, Titus
Vice Chairman                                    & Company (CPA management consulting
Mitchell, Titus & Company, LLP                   firm). Prior to January, 1996, Managing
One Battery Park Plaza                           Partner, Mitchell, Titus & Company.
New York, NY  10004-1461

Carson E. Beadle,                                SELIC Director; Managing Director, William
Managing Director                                M. Mercer Inc. (actuarial, employee benefits,
William M. Mercer, Inc.                          compensation and human resources management
1166 Avenue of the Americas                      consulting firm).
New York, NY  10036

James R. Elsesser                                SELIC Director; Vice President and Chief
Vice President & CFO                             Financial Officer, Ralston Purina Company (pet
Ralston Purina Company                           food, batteries, and bread business).
Checkerboard Square
St. Louis, MO  63164

Stanley Goldstein                                SELIC Director; Partner, Goldstein, Golub,
Goldstein, Golub, Kessler & Co.                  Kessler & Company (accounting services).
1185 Sixth Avenue
New York, NY  10036

David D. Holbrook                                SELIC Director; Chairman, Marsh &
Chairman                                         McLennan, Inc. (insurance and reinsurance
Marsh & McLennan, Inc.                           brokers, consulting and investment
1166 Avenue of the Americas                      management).
New York, NY  10036

Richard A. Liddy                                 SELIC Director; Chairman of the Board;
Chairman, President and CEO                      President and Chief Executive Officer, General
General American Life Insurance Co.              American Life Insurance Co. (life insurance).
700 Market Street                                Prior to May 1992, President and Chief
St. Louis, MO  63101                             Operations Officer.

                                    - 61 -
<PAGE> 179

Timothy C. Nicholson                             SELIC Director; President, GenMark, Inc.
President & CEO                                  (distribution company). Prior to January, 1995,
GenMark, Inc.                                    Senior Vice President, General American Life
670 Mason Ridge Center Dr., Suite 300            Ins. Co.
St. Louis, MO  63141-8557

Leonard M. Rubenstein,                           SELIC Director; Executive Vice President -
Executive Vice President - Investments           Investments, General American Life Insurance
General American Life Insurance Co.              Co. (life insurance).
700 Market Street
St. Louis, MO  63101

William C. Thater                                SELIC Director and President; Prior to June
President                                        1993, Vice President - Individual Life, General
Security Equity Life Insurance Co.               American Life Insurance Co. (life insurance).
84 Business Park Drive, Suite #303               Prior to September 1991, Adv. Sales Vice
Armonk, NY  10504                                President, General American Life Ins. Co.
                                                 Prior to January 1990, Vice President, Marsh &
                                                 McLennan (insurance and reinsurance brokers,
                                                 consulting and investment management).

H. Edwin Trusheim                                SELIC Director; Retired Chairman, General
General American Life Insurance Co.              American Life Insurance Co. (life insurance).
700 Market Street                                Prior to May 1993, Chairman & CEO, General
St. Louis, MO  63101                             American Life Ins. Co.

Virginia V. Weldon, M.D.                         SELIC Director; Senior Vice President,
Senior Vice President                            Monsanto Company (chemicals diversified
Monsanto Company                                 industry, pharmaceuticals, life science products,
800 North Lindbergh Blvd.                        and food ingredients business).
St. Louis, MO  63167

Ted C. Wetterau                                  SELIC Director; Chairman and Chief Executive
Chairman and CEO                                 Officer, Wetterau & Associates, Inc. (retail and
Wetterau Associates                              wholesale grocery, manufacturing business).
1401 S. Brentwood, Suite 760
St. Louis, MO  63144

                                    - 62 -
<PAGE> 180

Ben H. Wolzenski,                                SELIC Director; Executive Vice President,
Executive Vice President - Individual            General American Life Insurance Co. (life
General American Life Insurance Co.              insurance). Prior to October 1991, Vice
13045 Tesson Ferry Road                          President - Individual Life Products, General
St. Louis, MO  63128                             American Life Ins. Co.

A. Greig Woodring                                SELIC Director; CEO & President, Reinsurance
CEO & President                                  Group of American, Inc. (reinsurance). Prior
Reinsurance Group of America, Inc.               Executive Vice President - Reinsurance, General
660 Mason Ridge Center Dr., Suite 300            American Life Ins. Co.
St. Louis, MO  63141

Fabio Pieroni                                    SELIC Vice President, Treasurer & Controller;
Vice President, Treasurer & Controller           Prior to June 1993, 2nd Vice President of
Security Equity Life Insurance Co.               Finance and Administration, First UNUM Life
                                                 Insurance Company.
</TABLE>

                                    - 63 -
<PAGE> 181

                               LEGAL MATTERS

Legal advice relating to certain matters under the federal securities laws
has been provided by Sutherland, Asbill & Brennan.

                             LEGAL PROCEEDINGS

Neither SELIC nor the Separate Account is involved in any material legal
proceedings.

                                   EXPERTS

The audited financial statements of Security Equity Life Insurance Company
and the Separate Account have been included in the Prospectus in reliance on
the reports of KPMG Peat Marwick LLP, independent certified public
accountants, and on the authority of said firm as experts in accounting and
auditing.

Actuarial matters included in this prospectus have been examined by Ralph A.
Gorter of Security Equity Life Insurance Company, whose opinion is filed as
an exhibit to the registration statement for the Contracts.

                           ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to
the Contracts.  This Prospectus does not contain all the information set
forth in the registration statement and the amendments and exhibits to the
registration statement, to all of which reference is made for further
information concerning the Separate Account, SELIC and the Contracts.
Statements contained in this Prospectus as to the contents of the Contract
and other legal instruments are summaries.  For a complete statement of the
terms thereof, reference is made to such instruments as filed.

                         FINANCIAL STATEMENTS

The financial statements of SELIC which are included in this Prospectus
should be distinguished from the financial statements of the Separate
Account, and should be considered only as bearing on the ability of SELIC to
meet its obligations under the Policy.  They should not be considered as
bearing on the investment performance of the assets held in the Separate
Account.  Financial information is not provided for nine of the eleven
available Divisions of the Separate Account because no operating history
exists for those Divisions as of December 31, 1995.

                                    - 64 -
<PAGE> 182


                       Independent Auditors' Report
                       ----------------------------

The Board of Directors
Security Equity Life Insurance Company
   and Policyholders of Security Equity
   Life Insurance Company Separate Account 13:

We have audited the accompanying statements of net assets and liabilities,
including the schedule of investments, of the General American Money Market
Fund and Fidelity Growth Fund Divisions of Security Equity Life Insurance
Company Separate Account 13 as of December 31, 1995, and related statements
of operations and changes in net assets for the period September 1, 1995
(inception) to December 31, 1995.  These financial statements are the
responsibility of Security Equity Life Insurance Company Separate Account
13's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of investments owned at December 31,
1995 by correspondence with General American Capital Company and Fidelity
Investments.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the General American
Money Market Fund and Fidelity Growth Fund Divisions of Security Equity Life
Insurance Company Separate Account 13 as of December 31, 1995, and the
results of their operations and changes in their net assets for the period
September 1, 1995 (inception) to December 31, 1995, in conformity with
generally accepted accounting principles.





                                       KPMG Peat Marwick LLP

St. Louis, Missouri
March 22, 1996


                                    - 65 -
<PAGE> 183

                    SECURITY EQUITY LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT 13

                   Statements of Net Assets and Liabilities

                               December 31, 1995

<TABLE>
<CAPTION>
                                                    General
                                                   American
                                                     Money                   Fidelity
                                                    Market                    Growth
                                                     Fund                      Fund
                                                   Division                  Division
                                                   --------                  --------

<S>                                             <C>                          <C>
Investments, at market value                     $ 8,894,796                   3,963
Receivable from general account                           37                     -
Payable to general account                           (48,277)                    (41)
                                                   ---------                   -----
         Total net assets                        $ 8,846,556                   3,922
                                                   =========                   =====

Total net assets represented by -
   Variable Universal Life cash value
   invested in Separate Account                  $ 8,846,556                   3,922
                                                   =========                   =====

Total units held in Separate Account               8,266,085                   2,774
                                                   =========                   =====

Accumulation unit value                          $    1.07                      1.41
                                                   =========                   =====

Cost of investments                              $ 8,877,464                   4,104
                                                   =========                   =====


See accompanying notes to financial statements.
</TABLE>

                                    - 66 -
<PAGE> 184


                    SECURITY EQUITY LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT 13

                           Statements of Operations

                     Period from September 1 (inception)
                             to December 31, 1995

<TABLE>
<CAPTION>
                                                     General
                                                    American
                                                      Money                   Fidelity
                                                     Market                    Growth
                                                      Fund                      Fund
                                                    Division                  Division
                                                    --------                  --------

<S>                                              <C>                          <C>
Dividend income                                     $    -                       -
                                                      ------                    ---

Net realized gain on investments:
   Proceeds from sales                                 8,244                     -
   Cost of investments sold                            8,217                     -
                                                      ------                    ---
         Net realized gain on investments                 27                     -
                                                      ------                    ---

Net unrealized gain (loss) on investments:
   Unrealized gain (loss) on investments,
     beginning of period                                 -                       -
   Unrealized gain (loss) on investments,
     end of period                                    17,332                   (141)
                                                      ------                    ---
         Net unrealized gain (loss)
            on investments                            17,332                   (141)
                                                      ------                    ---
         Net gain (loss) on investments               17,359                   (141)

Mortality and expense charges                            910                      1
                                                      ------                    ---
         Increase (decrease) in net
            assets resulting from
            operations                              $ 16,449                   (142)
                                                      ======                    ===


See accompanying notes to financial statements.
</TABLE>


                                    - 67 -
<PAGE> 185


                    SECURITY EQUITY LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT 13

                     Statements of Changes in Net Assets

                     Period from September 1 (inception)
                             to December 31, 1995


<TABLE>
<CAPTION>
                                                    General
                                                   American
                                                     Money                   Fidelity
                                                    Market                    Growth
                                                     Fund                      Fund
                                                   Division                  Division
                                                   --------                  --------

<S>                                             <C>                          <C>
Decrease in net assets resulting
   from operations:
     Dividend income                             $     -                        -
     Net realized gain on investments                     27                    -
     Net unrealized gain (loss)
       on investments                                 17,332                    (141)
                                                   ---------                  ------

         Net gain (loss) on investments               17,359                    (141)

Mortality and expense charges                            910                       1
                                                   ---------                  ------
         Increase (decrease) in net
            assets resulting from
            operations                                16,449                    (142)
                                                   ---------                  ------

Capital transactions:
   Deposits in Separate Account                    9,362,425                    -
   Transfers to/from Divisions                        (8,244)                  4,104
   Policy charges                                   (524,074)                    (40)
                                                   ---------                  ------
         Net deposits into Separate
            Account                                8,830,107                   4,064
                                                   ---------                  ------
         Increase in net assets                    8,846,556                   3,922

Net assets, beginning of period                        -                        -
                                                   ---------                  ------
Net assets, end of period                        $ 8,846,556                   3,922
                                                   =========                  ======


See accompanying notes to financial statements.
</TABLE>

                                    - 68 -
<PAGE> 186


                SECURITY EQUITY LIFE INSURANCE COMPANY
                          SEPARATE ACCOUNT 13

                    Notes to Financial Statements

                          December 31, 1995




(1)   Organization
      ------------
      Security Equity Life Insurance Company Separate Account 13 (the
        Separate Account) commenced operations on November 15, 1994.
        The Separate Account is registered under the Investment Company
        Act of 1940 (1940 Act) as a unit investment trust. The Separate
        Account receives purchase payments from individual flexible
        variable life contracts issued by Security Equity Life
        Insurance Company (Security Equity).

      The Separate Account is divided into a number of Divisions.  Each
        Division invests in shares of an underlying portfolio
        available to policyholders as directed by the policyholders.
        The portfolios available for investment through the Separate
        Account are the General American Money Market Fund, Fidelity
        Growth Fund, Fidelity Investment Grade Bond Fund, Fidelity
        Asset Manager Fund, and Fidelity Index 500 Fund.  At December
        31, 1995, only investments in the General American Money Market
        and Fidelity Growth Funds were held in the Separate Account for
        policyholders.

(2)   Significant Accounting Policies
      -------------------------------
      The following is a summary of significant accounting policies followed
        by the Separate Account in the preparation of its financial
        statements.  The policies are in conformity with generally
        accepted accounting principles.

      (a)   Investments
            -----------
            The Separate Account's investments are valued daily, based on
              the net asset value of the shares held.  The first-in,
              first-out method is used in determining the cost of shares
              sold on withdrawals by the Separate Account.  Share
              transactions are recorded on the trade date, which is the
              same as the settlement date.

      (b)   Federal Income Taxes
            --------------------
            Security Equity is taxed under federal law as a life insurance
              company.  The Separate Account is part of Security
              Equity's total operations and is not taxed separately.
              Under current federal income tax law, no taxes are payable
              on investment income or realized capital gains from sales
              of investments of the Separate Account.  Therefore, no
              federal income tax expense has been provided.

      (c)   Dividend Reinvestment
            ---------------------
            Dividends are recorded on the ex-dividend date and immediately
              reinvested on the pay date.

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

                                                          (Continued)

                                    - 69 -
<PAGE> 187

                                  2

                SECURITY EQUITY LIFE INSURANCE COMPANY
                          SEPARATE ACCOUNT 13

                    Notes to Financial Statements

(3)   Policy Charges
      --------------
      Charges are deducted from premiums and paid to Security Equity for
        providing the insurance benefits set forth in the contracts and
        any additional benefits by rider, administering the policies,
        reimbursement of expenses incurred in distributing the policies,
        and assuming certain risks in connection with the policy.

      The premium payment, less the premium load charge, equals the net
        premium.  The premium load is deducted from the initial premium
        and from each subsequent premium paid by a policyholder, prior
        to allocation to the Separate Account.  The premium load
        includes a distribution charge, a premium tax charge, and the
        DAC tax charge.

        Distribution Charge:  The distribution charge is composed of a premium
        -------------------
          expense load and a commission charge.  The amount of the
          distribution charge will depend on the amount of initial premium
          and the sales commissions paid.

          Premium Expense Load:  The premium expense load will be deducted
          --------------------
            from each premium and will equal a percentage of the
            premium.  The percentage will be determined based on the sum
            of the initial premiums for all policies in a case, in
            accordance with the following table:

<TABLE>
<CAPTION>
               Sum of the initial premiums
               of all contracts in the case            Premium expense load
               ----------------------------            --------------------

                   <S>                                      <C>
                   Less than $250,000                         2.00%
                   $250,000-$999,999                          1.50
                   $1,000,000 and more                        1.25
                                                              ====
</TABLE>

          Commission Charge:  A commission charge may be deducted from a
          -----------------
            premium.  The commission charge deducted from a premium will be
            equal to the full amount of commissions payable by Security
            Equity on the target premium.

        Premium Tax Charge:  Various states and subdivisions impose a tax on
        ------------------
          premiums received by insurance companies.  Premium taxes vary from
          state to state.  The percentage deducted from each premium varies
          based on the governing jurisdiction of the contract.

        DAC Tax Charge:  The DAC tax charge is equal to 1% of all premiums
        --------------
          paid in all contract years.

        Charges are deducted monthly from the cash value of each policy to
          compensate Security Equity for certain administrative costs, the cost
          of insurance, mortality and expense risk charge, and optional rider
          benefit charges.

          Administrative Costs:  Security Equity has responsibility for
          --------------------
            the administration of the policies and the Separate
            Account.  As reimbursement for administrative expenses
            related to the maintenance of each policy and the Separate
            Account, Security Equity assesses a monthly administrative
            charge against each policy.  This monthly charge is $4.50 per
            policy.  This cost may change, but is guaranteed not to exceed
            $8.00 per month per policy.

          Cost of Insurance:  The cost of insurance is deducted on each
          -----------------
            monthly anniversary for the following policy month.
            Because the cost of insurance depends upon a number of
            variables, the cost varies for each policy month.  The cost
            of insurance is determined by multiplying the applicable
            cost of insurance rate by the net amount at risk each policy
            month.

                                                          (Continued)

                                    - 70 -
<PAGE> 188

                                  3

                SECURITY EQUITY LIFE INSURANCE COMPANY
                          SEPARATE ACCOUNT 13

                    Notes to Financial Statements

          Mortality and Expense Risk Charge:  Each Division of the
          ---------------------------------
            Separate Account is assessed a mortality and expense risk
            charge which will never exceed an annual effective rate of
            .50% of the policy's Separate Account value attributable to
            that Division.  Currently, the amount of this charge is an
            annual effective rate of .35% of the Separate Account value,
            which is equivalent to .000957233% of the Separate Account
            value attributable to the Division on a daily basis.  The
            mortality risk assumed by Security Equity under the contract
            is that insureds may, on average, live for shorter periods
            of time than estimated.  The expense risk assumed by
            Security Equity under the contract is the risk that the cost
            of issuing and administering the contract may be more than
            estimated.

          Optional Rider Benefit Charges:  This monthly deduction includes
          ------------------------------
            charges for any additional benefits provided by rider.

(4)   Purchases and Sales of Shares
      -----------------------------
      During the period ended December 31, 1995, purchases and proceeds from
        the sales pertaining to the Separate Account were as follows:

<TABLE>
<CAPTION>
                                                          Purchases                    Sales
                                                          ---------                    -----

<S>                                                     <C>                           <C>
        General American Money Market Fund               $ 8,885,708                   8,244
        Fidelity Growth Fund                                   4,104                     -
                                                           =========                   =====
</TABLE>

      There were no purchases or sales for the  Fidelity Investment Grade
        Bond Fund, Fidelity Asset Manager Fund, or Fidelity Index
        500 Fund.

(5)   Unit Activity
      -------------
      For the period ended December 31, 1995, transactions in accumulation
        units were as follows:
<TABLE>
<CAPTION>
                                    Units,                                        Transfers                 Units,
                                  beginning                                        between                  end of
                                  of period                Deposits               Divisions               of period
                                  ---------                --------               ---------               ---------
<S>                            <C>                       <C>                     <C>                     <C>
       General American
          Money Market Fund     $     -                   8,273,816                (7,731)                8,266,085
       Fidelity Growth Fund           -                       -                     2,774                     2,774
                                 ===========              =========                 =====                 =========
</TABLE>

      There was no accumulation of units for the Fidelity Investment Grade
        Bond Fund, Fidelity Asset Manager Fund, or Fidelity Index
        500 Fund.

                                    - 71 -
<PAGE> 189

                                                                   Schedule
                                                                   --------

                SECURITY EQUITY LIFE INSURANCE COMPANY
                          SEPARATE ACCOUNT 13

                        Schedule of Investments

                           December 31, 1995



<TABLE>
<CAPTION>
                                                   Number of                Market
                                                     shares                  value
                                                     ------                  -----

<S>                                                 <C>                 <C>
General American Money Market Fund                   544,259             $ 8,894,796

Fidelity Growth Fund                                     136                   3,963
                                                     =======               =========
</TABLE>

There were no investments in the Fidelity Investment Grade Bond Fund,
  Fidelity Asset Manager Fund, or Fidelity Index 500 Fund.



                                    - 72 -
<PAGE> 190


                     Independent Auditors' Report

The Board of Directors
Security Equity Life Insurance Company:

We have audited the accompanying balance sheets of Security Equity Life
Insurance Company as of December 31, 1995 and 1994, and the related
statements of operations, stockholder's equity, and cash flows for the years
then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Security Equity Life
Insurance Company as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.



                       KPMG Peat Marwick LLP


St. Louis, Missouri
March 22, 1996

                                    - 73 -
<PAGE> 191


                              SECURITY EQUITY LIFE INSURANCE COMPANY
<TABLE>
                                         Balance Sheets

                                   December 31, 1995 and 1994
<CAPTION>
====================================================================================================
                Assets                                            1995                  1994
- ----------------------------------------------------------------------------------------------------
<S>                                                            <C>                   <C>
Bonds, at fair value                                           $ 63,256,127           56,646,779
Policy loans                                                      4,524,903            3,631,396
Cash and cash equivalents                                         1,977,082           10,932,100
- ----------------------------------------------------------------------------------------------------
         Total cash and invested assets                          69,758,112           71,210,275
Reinsurance benefits recoverable:
   Future policy benefits                                         7,221,329            8,322,263
   Policy and contract claims                                     1,704,918            4,448,887
Accrued investment income                                         1,279,216            1,242,963
Other assets                                                      1,250,035              425,375
Goodwill                                                          1,428,369            1,507,725
Deferred policy acquisition costs                                 1,471,754                -
Value of business acquired                                        2,441,000            2,413,000
Deferred tax asset                                                2,251,570            5,574,273
Separate account assets                                          61,273,212           35,407,408
- ----------------------------------------------------------------------------------------------------
         Total assets                                          $150,079,515          130,552,169
====================================================================================================
      Liabilities and Stockholder's Equity
- ----------------------------------------------------------------------------------------------------
Reserve for future policy benefits                               55,520,856           56,866,579
Policy and contract claims                                        2,176,837            5,057,817
Other policyholders' funds                                           25,064               22,639
Advance premiums                                                  1,057,064              664,000
Other liabilities and accrued expenses                            2,290,147            2,099,414
Payable to affiliates                                                51,785               68,926
Due to separate account                                               -                8,795,904
Separate account liabilities                                     61,273,212           35,407,408
- ----------------------------------------------------------------------------------------------------
         Total liabilities                                      122,394,965          108,982,687
Commitments and contingencies
Stockholder's equity:
   Common stock, par value $25; 100,000 shares authorized,
      issued, and outstanding                                     2,500,000            2,500,000
   Additional paid-in capital                                    27,447,892           27,447,892
   Net unrealized gain (loss) on investments, net of taxes        1,990,132           (4,061,215)
   Retained deficit                                              (4,253,474)          (4,317,195)
- ----------------------------------------------------------------------------------------------------
         Total stockholder's equity                              27,684,550           21,569,482
- ----------------------------------------------------------------------------------------------------
         Total liabilities and stockholder's equity            $150,079,515          130,552,169
====================================================================================================

See accompanying notes to financial statements.
</TABLE>

                                    - 74 -
<PAGE> 192

                           SECURITY EQUITY LIFE INSURANCE COMPANY
<TABLE>
                                  Statements of Operations

                           Years ended December 31, 1995 and 1994
<CAPTION>
====================================================================================================
                                                                    1995                 1994
- ----------------------------------------------------------------------------------------------------
<S>                                                             <C>                   <C>
Revenues:
  Premiums and contract charges                                 $ 6,379,803            9,025,429
  Net investment income                                           4,699,713            4,095,545
  Commissions and expense allowances on reinsurance ceded             -                  843,891
  Realized investment losses                                       (179,830)            (515,975)
- ----------------------------------------------------------------------------------------------------
             Total revenues                                      10,899,958           13,448,890
- ----------------------------------------------------------------------------------------------------
Benefits and expenses:
  Policy benefits                                                 3,234,062            2,539,611
  Policy surrenders, net                                          1,016,535            1,786,502
  Change in reserve for future policy benefits                   (2,791,166)           1,296,603
  Interest credited                                               2,391,220            2,349,814
  Commissions, net of capitalized costs                           1,283,902            3,930,807
  General and administrative expenses                             4,966,525            5,531,872
  Amortization of goodwill                                           79,356               79,354
  Accretion of value of business acquired, net                      (28,000)             (50,000)
  Other expenses                                                    619,517            1,131,898
- ----------------------------------------------------------------------------------------------------
             Total benefits and expenses                         10,771,951           18,596,461
- ----------------------------------------------------------------------------------------------------
             Income (loss) from operations before
                federal income tax expense (benefit)                128,007           (5,147,571)

Federal income tax expense (benefit) - deferred                      64,286             (830,376)
- ----------------------------------------------------------------------------------------------------
             Net income (loss)                                  $    63,721           (4,317,195)
====================================================================================================

See accompanying notes to financial statements.
</TABLE>


                                    - 75 -
<PAGE> 193

                           SECURITY EQUITY LIFE INSURANCE COMPANY
<TABLE>
                             Statements of Stockholder's Equity

                           Years ended December 31, 1995 and 1994
<CAPTION>
================================================================================================================================
                                                                                    Net
                                                                                 unrealized
                                                                 Additional    gain (loss) on                          Total
                                                    Common        paid-in       investments,        Retained       stockholder's
                                                    stock         capital       net of taxes        deficit           equity
================================================================================================================================
<S>                                               <C>            <C>             <C>              <C>               <C>
Balance at December 31, 1993                      $2,500,000     17,447,892           -                -            19,947,892
Net loss                                               -              -               -           (4,317,195)       (4,317,195)
Contribution of capital from Parent                    -         10,000,000           -                -            10,000,000
Change in unrealized gain (loss) on
     investments                                      -              -           (4,061,215)           -            (4,061,215)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994                       2,500,000     27,447,892      (4,061,215)      (4,317,195)       21,569,482
Net income                                             -              -               -               63,721            63,721
Change in net unrealized gain (loss) on
      investments                                      -              -           6,051,347            -             6,051,347
- --------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995                      $2,500,000     27,447,892       1,990,132       (4,253,474)       27,684,550
================================================================================================================================

See accompanying notes to financial statements.
</TABLE>

                                    - 76 -
<PAGE> 194

                                 SECURITY EQUITY LIFE INSURANCE COMPANY
<TABLE>
                                       Statements of Cash Flows

                                Years ended December 31, 1995 and 1994
<CAPTION>
================================================================================================================
                                                                                 1995                1994
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>
Cash flows from operating activities:
   Net Income (loss)                                                         $    63,721          (4,317,195)
   Adjustments to reconcile net loss to net cash (used in)
      provided by operating activities:
      Change in:
        Reinsurance benefits ceded                                             3,844,903          (1,354,981)
        Accrued investment income                                                (36,253)           (279,331)
        Other assets                                                            (824,660)           (164,367)
        Deferred policy acquisition costs                                     (1,471,754)              -
        Policy liabilities                                                    (1,345,723)          2,392,502
        Policy and contract claims                                            (2,880,980)          2,268,697
        Other policyholders' funds                                                 2,425                 534
        Unearned premiums                                                        393,064             664,000
        Other liabilities and accrued expenses                                   190,733           1,295,393
        Payable to affiliates                                                    (17,141)           (224,158)
      Amortization of bond discounts                                             221,543             536,812
      Deferred tax expense (benefit)                                              64,286            (830,376)
      Net loss on sale of investments                                            179,830             515,975
      Amortization of goodwill                                                    79,356              79,354
      Change in value of business acquired                                       (28,000)            (50,000)
- ----------------------------------------------------------------------------------------------------------------
         Net cash (used in) provided by operating activities                  (1,564,650)            532,859
- ----------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
   Purchase of investments                                                   (17,056,300)        (26,813,376)
   Sale or maturity of investments                                            19,355,372          16,780,012
   Increase in policy loans, net                                                (893,507)           (747,167)
- ----------------------------------------------------------------------------------------------------------------
         Net cash provided by (used in) investing activities                   1,405,565         (10,780,531)
- ----------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
   Contribution of capital from Parent                                             -              10,000,000
   Policyholder account balances:
     Deposits on interest-sensitive life contracts                            18,382,186          35,046,849
     Transfers to separate account for interest-sensitive life contracts     (27,178,119)        (26,250,945)
- ----------------------------------------------------------------------------------------------------------------
         Net cash (used in) provided by financing activities                  (8,795,933)         18,795,904
- ----------------------------------------------------------------------------------------------------------------
         Net (decrease) increase in cash and cash equivalents                 (8,955,018)          8,548,232
Cash and cash equivalents at beginning of year                                10,932,100           2,383,868
- ----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                     $ 1,977,082          10,932,100
================================================================================================================

See accompanying notes to financial statements.
</TABLE>

                                    - 77 -
<PAGE> 195


                 SECURITY EQUITY LIFE INSURANCE COMPANY

                    Notes to Financial Statements

                     December 31, 1995 and 1994

================================================================================
(1)   Summary of Significant Accounting Policies

      Security Equity Life Insurance Company (SELIC or the Company) is a
      wholly owned subsidiary of General American Life Insurance Company
      (General American or the Parent).  On December 31, 1993, Security
      Mutual Life Insurance Company of New York (Security Mutual) sold 100%
      of the Company's stock to General American, as approved by the State
      of New York Department of Insurance.

      In 1986, the Company commenced direct writing of universal life and
      term business, and in 1987 began marketing a single premium whole
      life policy.  In 1984, the Company began assuming single premium
      deferred annuity (SPDA) and other insurance business through
      reinsurance agreements with Security Mutual.  The SPDA and ordinary
      life insurance blocks of business were recaptured by Security Mutual
      in 1992.

      SELIC is licensed in 39 states and the District of Columbia.  Insurance
      operations have generally been limited to the sale of individual
      life insurance products (term and universal life) made through the
      general agency system, including career agents and brokers.

      With the sale of SELIC by Security Mutual to General American, SELIC's
      activities have been redirected to serving the insurance needs of
      publicly held corporations and New York state residents.
      Additionally, SELIC focuses on accessing numerous and alternative
      distribution channels in addition to a general agency system.  SELIC
      markets Corporate Owned Life Insurance (COLI) primarily through
      specially designed variable products.  Products for the New York
      marketplace continue to be more traditional in nature.

      The acquisition of Security Equity by General American was accounted
      for as a purchase transaction, and accordingly, the purchase price
      was allocated to the assets and liabilities acquired based upon the
      fair market value of such assets and liabilities at the date of
      acquisition.  These allocations have been reflected, or "pushed
      down," in the financial statements of the Company.  The total
      purchase price of $19,947,892 was allocated among the fair value of
      tangible net assets of $15,997,813, value of business acquired of
      $2,363,000, and goodwill of $1,587,079 at the date of acquisition.

      The accompanying financial statements are prepared on the basis of
      generally accepted accounting principles.  The preparation of
      financial statements requires the use of estimates by management
      which affect the amounts reflected in the financial statements.
      Actual results could differ from those estimates.

      The significant accounting policies of the Company are as follows:

      (a)   Recognition of Policy Revenue and Related Expenses

            Policy revenue recognition varies depending upon the type of
            insurance product.  For traditional life products with fixed and
            guaranteed premiums and benefits, such as whole life and term
            insurance policies, premiums are recognized when due.  Benefits and
            other expenses of these
                                                                     (Continued)

                                    - 78 -
<PAGE> 196

                 SECURITY EQUITY LIFE INSURANCE COMPANY

                    Notes to Financial Statements

================================================================================
            products are associated with earned premiums and other sources of
            earnings so as to result in recognition of profits over the life of
            the contracts.  This association is accomplished by means of the
            provision for liabilities for future benefits and the deferral and
            amortization of policy acquisition costs.  Premiums collected on
            universal life-type policies are reported as deposits to the
            policyholder account balance and not as income to SELIC.  Income to
            SELIC on these policies consists of the assessments for mortality
            costs, surrenders, and expenses.

      (b)   Investment Securities

            Effective with the acquisition of the Company by General American,
            the Company adopted Financial Accounting Standards Board (FASB)
            Statement of Financial Accounting Standards (SFAS) No. 115,
            Accounting for Certain Investments in Debt and Equity Securities.
            SFAS No. 115 requires debt and equity securities to be classified
            into categories of available-for-sale, trading securities, or
            held-to-maturity depending on an entity's ability and intent to hold
            the security to maturity.  SFAS No. 115 expands the use of fair
            value accounting for investments in debt and equity securities, and
            allows debt securities to be classified as "held-to-maturity" and
            reported in the financial statements at amortized cost only if the
            reporting entity has the positive intent and ability to hold the
            securities to maturity.  Furthermore, SFAS No. 115 clarifies that
            securities that might be sold in response to changes in market
            interest rates, changes in the security's prepayment risk, or other
            similar factors must be classified as "available-for-sale" and
            carried at fair value.

            At December 31, 1995 and 1994, all long-term securities are carried
            at market value with the unrealized gain (loss), net of tax impact,
            being reflected as a separate component of stockholder's equity as
            the Company considers all long-term securities as available-for-
            sale. Short-term investments are carried at cost which approximates
            market value.  Policy loans are valued at aggregate unpaid balances.
            The fair value of policy loans is assumed to equal the carrying
            value because the loans have no fixed maturity date and, therefore,
            it is not practicable to determine a fair value.

            Realized gains or losses on the sale of securities are determined on
            the basis of specific identification and include the impact of any
            related amortization of premium or accretion of discount which is
            generally computed consistent with the interest method.

      (c)   Value of  Business Acquired

            Value of business acquired (VOBA) represents the present value of
            future profits resulting from the acquisition of insurance policies
            in a purchase transaction.  VOBA is amortized in proportion to the
            estimated premiums or gross profits, depending on the type of
            contract, with accretion of interest on the unamortized discounted
            balance.  In 1995 and 1994, amortization of VOBA was $112,000 and
            $89,000, and the accretion of interest on the unamortized balance
            was $140,000 and $139,000, respectively.  The carrying value of VOBA
            is periodically evaluated to ascertain recoverability from future
            operations.  Impairment would be recognized in current operations
            when determined.
                                                                     (Continued)

                                    - 79 -
<PAGE> 197


                   SECURITY EQUITY LIFE INSURANCE COMPANY

                      Notes to Financial Statements

================================================================================
      (d)   Goodwill

            Goodwill, representing the excess of purchase price over the fair
            value of assets acquired, is amortized on a straight-line basis over
            20 years.  The carrying value of goodwill is periodically evaluated
            to ascertain recoverability from future operations.  Impairment
            recognized in current operations when determined.

      (e)   Reserve for Future Policy Benefits

            Liabilities for future benefits on life policies are established in
            amounts adequate to meet the estimated future obligations on
            policies in force.  Liabilities for future policy benefits on
            certain life insurance policies are computed using the net level
            premium method and are based upon assumptions as to future
            investment yield, mortality, and withdrawals.  Mortality and
            withdrawal assumptions for all policies have been based on various
            actuarial tables which are consistent with the Company's own
            experience.  Liabilities for future benefits on certain
            long-duration life insurance contracts are carried at accumulated
            policyholder values.  The liability also includes provisions for the
            unearned portion of certain policy charges.

      (f)   Federal Income Taxes

            The Company is taxed as a life insurance company under the Deficit
            Reduction Act of 1984.  The Company establishes deferred taxes
            under the asset and liability method of SFAS No. 109, Accounting for
            Income Taxes, and deferred tax assets and liabilities are recognized
            for the future tax consequences attributable to differences between
            the financial statement carrying amounts of existing assets and
            liabilities and their respective tax bases.  Deferred tax assets and
            liabilities are measured using enacted tax rates expected to apply
            to taxable income in the years in which those temporary differences
            are expected to be recovered or settled.  Under SFAS No. 109, the
            effect on deferred tax assets and liabilities of a change in tax
            rates is recognized in income in the period that includes the
            enactment date.

            The Company filed its federal income tax return on a consolidated
            basis with Security Mutual prior to 1994.  The Company will file its
            federal income tax return as a separate entity for 1995, consistent
            with 1994.

      (g)   Reinsurance

            Reinsurance premiums, commissions, expense reimbursements, and
            reserves related to reinsured business are accounted for on a basis
            consistent with terms of the risk transfer reinsurance contracts.
            Premiums ceded to other companies have been reported as a reduction
            of premium income.  Amounts applicable to reinsurance ceded for
            future policy benefits and claim liabilities have been reported as
            assets for these items, and commissions and expense allowances
            received in connection with reinsurance ceded have been accounted
            for in income as earned over the anticipated reinsurance contract
            life.  Reinsurance does not relieve the Company from its primary
            responsibility to meet claim obligations.
                                                                     (Continued)

                                    - 80 -
<PAGE> 198

                       SECURITY EQUITY LIFE INSURANCE COMPANY

                          Notes to Financial Statements

================================================================================
      (h)   Deferred Policy Acquisition Costs

            The costs of acquiring new business, which vary with and are
            primarily related to the production of new business, have been
            deferred to the extent that such costs are deemed recoverable from
            future premiums.  Such costs may include commissions, as well as
            certain costs of policy issuance and underwriting.  In 1995, the
            Company deferred $1.5 million in acquisition costs related to
            interest sensitive products and recognized amortization of $75,000
            based on the estimated gross profits of the underlying business.
            The Company did not defer any acquisition costs in 1994 or have any
            deferred acquisition costs at December 31, 1994.  This was a result
            of the nature of the policies written through December 31, 1994 for
            which management determined that deferrable acquisition costs were
            insignificant.

      (i)   Separate Account Business

            The assets and liabilities of the separate account represent
            segregated funds administered and invested by the Company for
            purposes of funding variable life insurance contracts for the
            exclusive benefit of variable life insurance contract holders.  The
            Company receives administrative fees from the separate account and
            retains varying amounts of withdrawal charges to cover expenses in
            the event of early withdrawals by contract holders.  The assets and
            liabilities of the separate account are carried at market value.

      (j)   Fair Market Disclosures

            Fair value disclosures are required under SFAS No. 107,
            Disclosures About Fair Value of Financial Instruments.  Such fair
            value estimates are made at a specific point in time, based on
            relevant market information and information about the financial
            instrument.  These estimates do not reflect any premium or discount
            that could result from offering for sale at one time the Company's
            entire holdings of a particular financial instrument.  Although fair
            value estimates are calculated using assumptions that management
            believes are appropriate, changes in assumptions could significantly
            affect the estimates and such estimates should be used with care.
            The following assumptions were used to estimate the fair market
            value of each class of financial instrument for which it was
            practicable to estimate fair value:

            Invested assets - Fixed maturities are valued using quoted market
            ---------------
            prices, if available.  If quoted market prices are not available,
            fair value is estimated using quoted market prices of similar
            securities.  The carrying value of policy loans approximates fair
            value.

            Policyholder account balances - The fair value of policyholder
            -----------------------------
            account balances is equal to the discounted estimated future cash
            flows using discounted cash flow calculations, based on interest
            rates currently being offered for similar contracts with maturities
            consistent with those remaining for the contracts being valued.
            The carrying value approximates fair value at December 31, 1995 and
            1994, respectively.

            Cash and short-term investments - The carrying amount is a
            -------------------------------
            reasonable estimate of fair value.
                                                                 (Continued)

                                    - 81 -
<PAGE> 199

                       SECURITY EQUITY LIFE INSURANCE COMPANY

                          Notes to Financial Statements

================================================================================

      (k)   Cash and Cash Equivalents

            For purposes of reporting cash flows, cash and cash equivalents
            represent demand deposits and highly liquid short-term
            investments, which include U.S. Treasury bills, commercial paper,
            and repurchase agreements with original or remaining maturities of
            90 days or less when purchased.

      (l)   Reclassification

            Certain amounts in the 1994 financial statements have been
            reclassified to conform to the 1995 presentation.

(2)   Investments

      The sources of net investment income (principally interest) follow:

<TABLE>
<CAPTION>
      ================================================================================
                                               1995                    1994
      --------------------------------------------------------------------------------
      <S>                                  <C>                       <C>
      Bonds                                $ 4,458,159               3,840,763
      Short-term investments                    43,781                 133,755
      Policy loans and other                   294,298                 216,942
      --------------------------------------------------------------------------------
                                             4,796,238               4,191,460
      Investment expenses                       96,525                  95,915
      --------------------------------------------------------------------------------
            Net investment income          $ 4,699,713               4,095,545
      ================================================================================
</TABLE>
      The amortized cost and estimated market value of bonds at December 31,
      1995 and 1994 are shown below.  Market value is based upon market prices
      obtained from independent pricing services which approximate fair value.

<TABLE>
<CAPTION>
      ============================================================================================================================
                                                                                       1995
      ----------------------------------------------------------------------------------------------------------------------------
                                                                            Gross                 Gross           Estimated
                                                        Amortized         unrealized           unrealized           market
                                                          cost              gains                losses             value
      ----------------------------------------------------------------------------------------------------------------------------
      <S>                                              <C>                 <C>                  <C>              <C>
      Government obligations (including
         obligations guaranteed by the
         U.S. government)                              $ 9,299,846           287,844            (273,583)         9,314,107
      Corporate securities                              40,799,139         3,013,425            (388,584)        43,423,980
      Mortgage-backed securities                        10,095,402           432,140              (9,502)        10,518,040
      ----------------------------------------------------------------------------------------------------------------------------
                                                       $60,194,387         3,733,409            (671,669)        63,256,127
      ============================================================================================================================
                                                                                                                (Continued)
</TABLE>

                                    - 82 -
<PAGE> 200

<TABLE>
                                           SECURITY EQUITY LIFE INSURANCE COMPANY

                                               Notes to Financial Statement
<CAPTION>
==================================================================================================================================
                                                                                    1994
      ----------------------------------------------------------------------------------------------------------------------------
                                                                          Gross                Gross           Estimated
                                                     Amortized         unrealized           unrealized           market
                                                        cost              gains               losses             value
      ----------------------------------------------------------------------------------------------------------------------------
      <S>                                           <C>                    <C>             <C>                <C>
      Government obligations (including
         obligations guaranteed by the
         U.S. government)                           $ 9,139,278               -              (586,288)         8,552,990
      Corporate securities                           44,318,248            15,896          (4,736,372)        39,597,772
      Mortgage-backed securities                      9,437,276               332            (941,591)         8,496,017
      ----------------------------------------------------------------------------------------------------------------------------
                                                    $62,894,802            16,228          (6,264,251)        56,646,779
      ============================================================================================================================
</TABLE>
      The amortized cost and estimated market value of bonds at December 31,
      1995, by contractual maturity, are shown below.  Expected maturities
      may differ from contractual maturities because borrowers may have the
      right to call or prepay obligations with or without call or
      prepayment penalties.
<TABLE>
<CAPTION>
      ===========================================================================================================================
                                                                                                              Estimated
                                                                                           Amortized           market
                                                                                             cost               value
      ---------------------------------------------------------------------------------------------------------------------------
      <S>                                                                                 <C>                <C>
      Due in one year or less                                                             $ 1,371,569         1,367,612
      Due after one year through five years                                                 3,353,833         4,098,436
      Due after five years through ten years                                               11,595,734         8,359,789
      Due after ten years                                                                  29,190,691        34,593,969
      Mortgage-backed securities                                                           14,682,560        14,836,323
      ---------------------------------------------------------------------------------------------------------------------------
                                                                                          $60,194,387        63,256,127
      ===========================================================================================================================
</TABLE>
      Proceeds from the sale, call, and maturity of investments in bonds
      during 1995 and 1994 were $19,355,372 and $16,780,012, respectively.
      Gross gains of $428,522 and $119,699 and gross losses of $608,352 and
      $635,674 were realized on those sales in 1995 and 1994, respectively.

      The Company has bonds on deposit with various state insurance
      departments with an amortized cost of approximately $2,421,000 and
      $1,313,000 at December 31, 1995 and 1994, respectively.

(3)   Reinsurance

      The Company reinsures certain risks with other insurance companies as
      the Company sets a maximum retention amount (currently $125,000) to help
      reduce the loss on any single policy.
                                                                     (Continued)

                                    - 83 -
<PAGE> 201

                         SECURITY EQUITY LIFE INSURANCE COMPANY

                            Notes to Financial Statements

===============================================================================
      Premiums and related reinsurance amounts for the years ended December
      31, 1995 and 1994 as they relate to transactions with affiliates are
      summarized as follows:
<TABLE>
<CAPTION>
      ========================================================================================
                                                                 1995              1994
      ----------------------------------------------------------------------------------------
      <S>                                                     <C>                <C>
      Reinsurance transactions with affiliates:
          Reinsurance premiums ceded                          $1,956,568         2,391,067
          Policy benefits ceded                                  305,947         2,340,522
          Commissions and expenses ceded                          -                169,453
      ========================================================================================
</TABLE>
            Premiums and related reinsurance amounts for the years ended
      December 31, 1995 and 1994 as they relate to transactions with
      nonaffiliates are summarized as follows:
<TABLE>
<CAPTION>
      ========================================================================================
                                                                 1995              1994
      ----------------------------------------------------------------------------------------
      <S>                                                     <C>                <C>
      Reinsurance transactions with nonaffiliates:
          Reinsurance premiums ceded                          $5,489,407         6,299,344
          Policy benefits ceded                                2,682,132         3,050,824
          Commissions and expenses ceded                          -                674,438
      ========================================================================================
</TABLE>
      The Company remains contingently liable with respect to any reinsurance
      ceded and would become actually liable if the assuming company was unable
      to meet its obligations under the reinsurance treaty.

(4)   Federal Income Taxes

      A reconciliation of the Company's "expected" federal income tax expense
      (benefit), computed by applying the federal U.S. corporate tax rate
      of 35% to income (loss) from operations before federal income tax
      expense (benefit), is as follows (in thousands of dollars):
<TABLE>
<CAPTION>
      ========================================================================================
                                                                     1995            1994
      ----------------------------------------------------------------------------------------
      <S>                                                            <C>            <C>
      Computed "expected" tax expense (benefit)                      $45            (1,802)
      Amortization of intangibles, net                                18                10
      Other, net                                                       1               962
      ----------------------------------------------------------------------------------------
          Federal income tax expense (benefit)                       $64              (830)
      ========================================================================================
</TABLE>
                                                                     (Continued)

                                    - 84 -
<PAGE> 202

                       SECURITY EQUITY LIFE INSURANCE COMPANY

                            Notes to Financial Statements

===============================================================================
      The tax effects of temporary differences that give rise to significant
      portions of deferred tax assets and liabilities at December 31, 1995
      and 1994 are presented below (in thousands of dollars):
<TABLE>
<CAPTION>
      ========================================================================================
                                                                   1995              1994
      ----------------------------------------------------------------------------------------
      <S>                                                         <C>                <C>
      Deferred tax assets:
          Investments                                             $  -               2,187
          Policy acquisition costs                                 1,157             1,116
          Reserves                                                 2,072             2,661
          Capital loss carryforward                                  243               -
          Net operating loss carryforward                            323                70
          Other, net                                                 410               262
      ----------------------------------------------------------------------------------------
             Total gross deferred tax assets                       4,205             6,296
      Less valuation allowance                                       -                 -
      ----------------------------------------------------------------------------------------
             Net deferred tax assets                               4,205             6,296
      ----------------------------------------------------------------------------------------
      Deferred tax liabilities:
          Investments                                              1,097               -
          Other, net                                                 856               722
      ----------------------------------------------------------------------------------------
             Total gross deferred tax liabilities                  1,953               722
      ----------------------------------------------------------------------------------------
             Net deferred tax asset                               $2,252             5,574
      ========================================================================================
</TABLE>
      On December 31, 1994, General American purchased 100% of the Company.
      Pursuant to the acquisition, the election was made under Internal
      Revenue Code Section 338(h)(10) to treat the purchase of stock as a
      purchase of assets for tax purposes.  As a result, a revaluation of
      the tax bases of the Company's assets and liabilities was made in
      connection with the acquisition.

      The Company believes that a valuation allowance with respect to the
      realization of the total gross deferred tax asset is not necessary.
      In assessing the realization of deferred tax assets, the Company
      considers whether it is more likely than not that the deferred tax
      assets will be realized.  The ultimate realization of deferred tax
      assets is dependent upon the generation of future taxable income
      during the periods in which those temporary differences become
      deductible.  Although the Company has a limited history of earnings,
      its Parent does have a long history of earnings.  Pursuant to
      Internal Revenue Service regulations, the Company cannot file a
      consolidated tax return with its Parent until five years following
      the acquisition.  However, after five years, the Company will be able
      to file a consolidated tax return with its Parent, and realization of
      the gross tax asset will not be dependent solely on the Company's
      ability to generate its own taxable income.  General American has a
      proven history of earnings and it appears more likely than not that
      the Company's gross deferred tax asset will ultimately be fully
      realized.

      The Company filed its federal income tax return on a consolidated basis
      with Security Mutual prior to 1994.   In connection with the
      Company's transfer of stock ownership, Security Mutual agreed to
      assume all unpaid tax liability incurred prior to the date of sale.

                                                                    (Continued)

                                    - 85 -
<PAGE> 203


                  SECURITY EQUITY LIFE INSURANCE COMPANY

                      Notes to Financial Statements

================================================================================
(5)   Related-Party Transactions

      In 1995 and 1994, the Company purchased certain administrative services
      from General American.  Charges for services performed are based
      upon personnel and other costs involved in providing such services.
      The net expenses incurred for these services were $463,200 and
      $407,000 for 1995 and 1994, respectively.

      Effective January 1, 1994, the Company entered into an administrative
      service agreement with Security Mutual with respect to the provision
      of routine services for policies issued through December 31, 1993.
      The net expense incurred for these services was $1,842,320 and
      $1,980,812 for 1995 and 1994, respectively.

(6)   Pension, Incentive, and Health and Life Insurance Benefit Plans

      Associates of SELIC participate in a noncontributory multi-employer
      defined benefit pension plan jointly sponsored by SELIC and
      General American.  The benefits are based on years of service and
      compensation level.  No pension expense was recognized in 1995 or
      1994 due to overfunding of the plan.

      In addition, SELIC has adopted in 1995 an associate bonus plan
      applicable to full-time exempt associates.  Bonuses are based on an
      economic value-added model prepared annually by the Company.  Total
      bonuses accrued to Company employees for 1995 were $59,500.  In
      1994, the Company accrued bonuses of $150,000 under a nonrelated
      associate bonus plan.

      SELIC provides for certain health care and life insurance benefits for
      retired employees in accordance with SFAS No. 106, Employer's
      Accounting for Postretirement Benefits Other Than Pensions.  SFAS
      No. 106 requires the Company to accrue the estimated cost of retiree
      benefit payments during the years the employee provides services.

      SFAS No. 106 allows recognition of the cumulative effect of the
      liability in the year of the adoption or the amortization of the
      transition obligation over a period of up to 20 years.  The Company
      has elected to recognize the initial post-retirement benefit
      obligation of approximately $16,427 over a period of 20 years.  The
      unrecognized initial post-retirement benefit obligation was
      approximately $14,784 and $15,606 at December 31, 1995 and 1994,
      respectively.  Net periodic post-retirement benefit cost for the
      years ended December 31, 1995 and 1994 were approximately $6,711 and
      $6,232, respectively.  This includes expected costs of benefits for
      newly eligible or vested employees, interest costs, gains and losses
      from differences between actuarial and actual experience, and
      amortization of the initial post-retirement benefit obligation.  The
      accumulated post-retirement benefit obligation was approximately
      $17,089 and $16,427 at December 31, 1995 and 1994, respectively.
      The discount rate used in determining the accumulated post-retirement
      benefit obligation was 8.25%.  The health care cost trend rates were 10%
      for the Indemnity Plan, 9% for the HMO Plan, and 10% for the Dental Plan.
      These rates were graded to 6% over the next 14 years.  A one percentage
      point increase in the assumed health care cost 3 trend rates would
      increase the December 31, 1995 accumulated post-retirement obligation by
      11%, and the estimated service cost and interest cost components of the
      net periodic post-retirement benefit cost for 1995 by 14%.

(7)   Statutory Financial Information

      The Company is subject to financial statement filing requirements of
      the State of New York Department of Insurance, its state of domicile, as
      well as the states in which it transacts business. Such financial
      statements, generally referred to as statutory financial statements, are
      prepared on a basis of accounting

                                                                     (Continued)

                                    - 86 -
<PAGE> 204


                SECURITY EQUITY LIFE INSURANCE COMPANY

                   Notes to Financial Statements

================================================================================
      which varies in some respects from generally accepted accounting
      principles (GAAP).  Statutory accounting principles include:  (1)
      charging of policy acquisition costs to income as incurred; (2)
      establishment of a liability for future policy benefits computed using
      required valuation standards which may vary in methodology utilized; (3)
      nonprovision of deferred federal income taxes resulting from temporary
      differences between financial reporting and tax bases of assets and
      liabilities; (4) recognition of statutory liabilities for asset
      impairments and yield stabilization on fixed maturity dispositions prior
      to maturity with asset valuation reserves based on statutorily determined
      formulae and interest stabilization reserves designed to level yields
      over their original purchase maturities; (5) deferred premiums provided
      for statutory mean reserves; (6) annuity contract deposits represent
      funds deposited by policyholders and are included in premiums or contract
      charges; and (7) non-recognition of certain assets as nonadmitted through
      a direct charge to surplus.

      A reconciliation of stockholder's equity of the Company at December 31,
      1995 and 1994, as determined using statutory accounting practices,
      to that reflected in the accompanying financial statements is as
      follows:
<TABLE>
<CAPTION>
      ===========================================================================================================
                                                                             1995                   1994
      -----------------------------------------------------------------------------------------------------------
      <S>                                                                <C>                     <C>
      Reconciliation of stockholder's equity:
          Statutory surplus as reported to regulatory authorities        $15,125,968             17,264,148
          Asset valuation reserve                                            583,391                568,742
          Interest maintenance reserve                                     1,227,492              1,049,290
          Unrealized gain (loss) on investments                            1,990,132             (4,061,215)
          Goodwill                                                         1,428,369              1,507,725
          Value of business acquired                                       2,441,000              2,413,000
          Deferred tax asset                                               3,349,179              3,387,465
          Differences between statutory and GAAP insurance reserves
             and other, net                                                1,539,019               (559,673)
      -----------------------------------------------------------------------------------------------------------
          Stockholder's equity as reported herein                        $27,684,550             21,569,482
      ===========================================================================================================
</TABLE>
      A reconciliation of net gain (loss) of the Company at December 31, 1995
      and 1994, as determined using statutory accounting practices, to
      that reflected in the accompanying financial statements is as follows:
<TABLE>
<CAPTION>
      ===========================================================================================================
                                                                            1995                   1994
      -----------------------------------------------------------------------------------------------------------
      <S>                                                               <C>                     <C>
      Reconciliation of net loss:
          Net loss as reported to regulatory authorities                $ (1,465,539)            (3,779,205)
          Premium and annuity considerations                             (18,336,148)           (34,935,560)
          Insurance reserves                                              19,119,961             35,752,650
          Interest maintenance reserve, net                                  (72,752)              (118,754)
          Investment income and capital gains and losses                    (491,428)            (1,131,731)
          Deferred policy acquisition costs                                1,471,754                  -
          Goodwill amortization                                              (79,356)               (79,354)
          Value of business acquired accretion, net                           28,000                 50,000
          Other, net                                                        (110,771)               (75,241)
      -----------------------------------------------------------------------------------------------------------
          Net gain (loss) as reported herein                            $     63,721             (4,317,195)
      ===========================================================================================================
</TABLE>
                                                                   (Continued)

                                    - 87 -
<PAGE> 205


                   SECURITY EQUITY LIFE INSURANCE COMPANY

                      Notes to Financial Statements

================================================================================

(8)   Dividend Restrictions

      Dividend payments by the Company are restricted by state insurance laws
      as to the amount that may be paid as well as the prior notice and
      approval of the State of New York Department of Insurance.  The
      Company did not pay a dividend in 1995, 1994, or 1993.

(9)   Risk-Based Capital

      The insurance departments of various states, including the Company's
      domiciliary state of New York, impose risk-based capital (RBC)
      requirements on insurance enterprises.  The RBC calculation serves
      as a benchmark for the regulation of life insurance companies by
      state insurance regulators.  The requirements apply various weighted
      factors to financial balances or activity levels based on their
      perceived degree of risk.

      The RBC guidelines define specific capital levels where action by the
      Company or regulatory authorities is required based on the ratio of
      a company's actual total adjusted capital (sum of capital and
      surplus and asset valuation reserve) to control levels determined
      by the RBC formula.  At December 31, 1995, the Company's actual
      total adjusted capital was in excess of minimum levels which would
      require action by the Company or regulatory authorities under the
      RBC formula.

(10)  Commitments and contingencies

      The Company leases certain of its facilities under noncancellable
      leases which expire in August 1998.  The future minimum lease
      obligations under the terms of the leases are summarized as follows:
<TABLE>
<CAPTION>
      ==========================================================================
      <S>                                     <C>
      Year ended December 31:
          1996                                $ 81,300
          1997                                  84,600
          1998                                  58,600
      --------------------------------------------------------------------------
                                              $224,500
      ==========================================================================
      Rent expense totaled $83,900 and $50,700 in 1995 and 1994, respectively.
</TABLE>


                                    - 88 -
<PAGE> 206

                   APPENDIX A -- UNDERLYING PORTFOLIOS

Each Available Division of the Separate Account invests in shares or units
of an Underlying Portfolio managed by either General American Capital
Company,  Fidelity Management & Research Company, or Evergreen Asset
Management Corp.   Each Underlying Portfolio has investment objectives which
are different from those of  other Underlying Portfolios.  Each Underlying
Portfolio operates as a separate investment vehicle, and the income or
losses of one Underlying Portfolio has no effect on the investment
performance of any other Underlying Portfolio.

The investment objectives, strategies and managers of each Underlying
Portfolio are summarized below.

These descriptions must be read in conjunction with the accompanying
prospectuses for each Underlying Portfolio.  The prospectus for each
Underlying Portfolio includes information regarding the investment advisory
fee and operating expenses of the Underlying Portfolio, which are reflected
in the value of the Accumulation Units of the Division of the Separate
Account that invests in such Underlying Portfolio.

Money Market Portfolio

The Fund:  The Money Market Portfolio is one portfolio of General American
Capital Company (the "Capital Company"), an open-end management investment
company organized as a Maryland corporation registered with the Securities
and Exchange Commission under the Investment Company Act of 1940.

Objective:  The highest level of current income which is consistent with
preservation of capital and maintenance of liquidity.

Strategy:  Investing primarily in high-quality, short-term money market
instruments.

   
Investment Adviser:  Conning Asset Management Company, formerly
known as General American Investment Management Company,
is the investment adviser. Conning Asset Management Company
is an affiliate of SELIC. The investment adviser is registered with the
Securities and Exchange Commission under the Investment Advisers Act of 1940.
    
                                    A-1
<PAGE> 207

Growth Portfolio

The Fund:  Growth Portfolio is one portfolio of Variable Insurance Products
Fund, an open-end  management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission, under the Investment Company Act of 1940.

Objective:  To achieve capital appreciation.

Strategy:  Normally purchases common stocks, although its investments are
not restricted to any one type of security.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under  the
Investment Advisers Act of 1940.

Investment Grade Bond Portfolio

The Fund:  Investment Grade Bond Portfolio is one portfolio of Variable
Insurance Products Fund II, an open-end  management investment company
organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.

Objective:  Seeks as high a level of current income as is consistent with
the preservation of capital.

Strategy:  Invests in abroad range of investment-grade, fixed-income
securities.  The Portfolio will maintain a dollar-weighted average portfolio
maturity of ten years or less.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under  the
Investment Advisers Act of 1940.

Asset Manager Portfolio

The Fund:  Asset Manager Portfolio is one portfolio of Variable Insurance
Products Fund II, an open-end management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission under the Investment Company Act of 1940.

                                    A-2
<PAGE> 208

Objective:  Seeks high total return with reduced risk over the long-term.

Strategy:  Allocates assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under  the
Investment Advisers Act of 1940.

Index 500 Portfolio

The Fund:  Index 500 Portfolio is one portfolio of Variable Insurance
Products Fund II, an open-end, diversified investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission, under the Investment Company Act of 1940.

Objective:  Seeks to provide investment results that correspond to the total
return (i.e., the combination of capital changes and income) of common
stocks publicly traded in the United States.

Strategy:  Attempts to duplicate the composition and total return of the
Standard & Poor's 500 Composite Stock Price Index while keeping transaction
costs and other expenses low.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under  the
Investment Advisers Act of 1940.

Equity-Income Portfolio

The Fund:  The Equity-Income Portfolio is one portfolio of Variable
Insurance Products Fund, an open-end management investment company organized
as a Massachusetts business trust and registered with the Securities and
Exchange Commission, under the Investment Company Act of 1940.

Objective:  To seek reasonable income.  The Fund also considers the
potential for capital appreciation.

Strategy:  Invests mainly in income-producing equity securities.

                                    A-3
<PAGE> 209

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under the
Investment Advisers Act of 1940.

Overseas Portfolio

The Fund: The Overseas Portfolio is one portfolio of Variable Insurance
Products Fund, an open-end management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission, under the Investment Company Act of 1940.

Objective:  Seeks long-term growth of capital.

Strategy:  Invests mainly in equity securities outside of the United States.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under the
Investment Advisers Act of 1940.

High Income Portfolio

The Fund: The High Income Portfolio is one portfolio of Variable Insurance
Products Fund, an open-end management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission, under the Investment Company Act of 1940.

Objective:  To seek high current income.

Strategy:  Invests mainly in high-yielding debt securities, with an emphasis
on lower-quality securities.

Investment Adviser:  The Portfolio is advised by Fidelity Management &
Research Company (FMR).  FMR is a registered investment adviser under the
Investment Advisers Act of 1940.

Evergreen VA Portfolio

The Fund:  The Evergreen VA Portfolio is one portfolio of the Evergreen
Variable Trust (the "Trust"), an open-end management investment company
organized as a

                                    A-4
<PAGE> 210

Massachusetts business trust and registered with the Securities and Exchange
Commission, under the Investment Company Act of 1940.

Objective:  Seeks to achieve capital appreciation.

Strategy:  Invests in the securities of little known or relatively small
companies undergoing changes which the Adviser believes will have favorable
consequences.  Income will not be a factor in the selection of portfolio
investments.

Investment Adviser:  The Portfolio is advised by Evergreen Asset Management
Corp.  (Evergreen Asset) and Lieber & Company serves as sub-adviser.  Both
Evergreen Asset and Lieber & Company are registered investment advisers
under the Investment Advisers Act of 1940.

Evergreen VA Growth and Income Portfolio

The Fund:  The Evergreen VA Growth and Income Portfolio is one portfolio of
the Evergreen Variable Trust (the "Trust"), an open-end management
investment company organized as a Massachusetts business trust and
registered with the Securities and Exchange Commission, under the Investment
Company Act of 1940.

Objective:  Seeks to achieve a return composed of capital appreciation in
the value of its shares and current income.

Strategy:  The Fund will attempt to meet its objectives by investing in the
securities of companies which are undervalued in the marketplace relative to
those companies' assets, breakup value, earnings, or potential earnings
growth.

Investment Adviser:  The Portfolio is advised by Evergreen Asset Management
Corp.  (Evergreen Asset) and Lieber & Company serves as sub-adviser.  Both
Evergreen Asset and Lieber & Company are registered investment advisers
under the Investment Advisers Act of 1940.

Evergreen VA Foundation Portfolio

The Fund:  The Evergreen VA Foundation Portfolio is one portfolio of the
Evergreen Variable Trust (the "Trust"), an open-end management investment
company organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission, under the Investment Company Act of
1940.

                                    A-5
<PAGE> 211

Objective:  Seeks, in order of priority, reasonable income, conservation of
capital and capital appreciation.

Strategy:  Invests principally in income-producing common and preferred
stocks, securities convertibles into or exchangeable for common stocks and
fixed income securities.

Investment Adviser:  The Portfolio is advised by Evergreen Asset Management
Corp.  (Evergreen Asset) and Lieber & Company serves as sub-adviser.  Both
Evergreen Asset and Lieber & Company are registered investment advisers
under the Investment Advisers Act of 1940.


                                    A-6
<PAGE> 212

                   APPENDIX B -- CONTRACT RIDERS

Joint and Last Survivor Rider
=============================

The Joint and Last Survivor modifies the Contract to provide insurance
coverage on the lives of two Insureds.  The rider will be subject to all
terms in the Contract, and the addition of the rider will not change any
mechanics of the Contract, except as modified in the Contract and
highlighted below.  Some of the discussions in the Prospectus applicable to
the Contract apply differently to a Contract to which a Joint and Last
Survivor Rider has been added.  Set out below are the modifications to
designated sections of the Prospectus in the event that a Joint and Last
Survivor Rider is added to the Contract.  Except as noted below, the
discussions in the Prospectus referencing a single Insured can be read as
though the single Insured was two Insureds under a Contract with a Joint and
Last Survivor Rider.

Definitions
- -----------

The following definitions apply to a Contract with a Joint and Last Survivor
Rider:

First Insured:  The first person of the two Insureds to die.

Insured:  A person whose life is insured under the terms of the Contract.
There are two Insureds under the Contract.  Both Insureds are shown in the
Contract.

Joint and Last Survivor Rider: A rider added attached to the Contract
described in this Prospectus, which will amend the Contract to pay a Death
Benefit after the death of two Insureds.

Last Insured:  The last person of the two Insureds to die.

The following are the major differences between a Contract with a Joint and
Last Survivor rider added and one without.

1.    All conditions of eligibility of a prospective Insured will be applied
      to both Insureds in order for a Contract with a Joint and
      Last Survivor Rider to be issued.  (See "The Contract --
      Availability of Insurance Coverage").

2.    Death Benefits will be paid on a Temporary Insurance Coverage basis
      only if both Insureds meet SELIC's usual and customary
      underwriting standards for the applied for coverage (See "The
      Contract -- Availability of Insurance Coverage").

                                    B-1
<PAGE> 213

3.    All Contracts that are issued with a Joint and Last Survivor Rider
      attached will require medical evidence of insurability.  (See
      "The Contract -- Evidence of Insurability").

4.    All Contracts that are issued with a Joint and Last Survivor Rider
      attached will pay a Death Benefit only on the death of the
      Last Insured.  No Death Benefit will be paid on the death of
      the First Insured.  (See "The Contract -- Death Benefits Under
      the Contract").

5.    No change in Death Benefit Option or Face Amount will be effective if
      the Last Insured dies before the change is effective.  (See
      "The Contract -- Death Benefit Options" on page 30 and "The
      Contract -- Death Benefits Under the Contract").

6.    In general, a Contract with a Joint and Last Survivor Rider will have
      a lower Target Premium than a Contract issued on a single
      Insured with the same Total Insurance Coverage.  This will
      result in lower Commission Charges for a Contract with the same
      Total Insurance Coverage.  (See "Charges and Deductions --
      Premium Load").

7.    A deduction for SELIC's cost of insurance protection is made on each
      Monthiversary and in general will be based upon the sex and
      smoker status of the two Insureds.  The Joint and Last Survivor
      cost of insurance rates will be blended rates based upon the
      Issue Ages of the Insureds, the number of completed Contract
      Years, as well as the sex and smoker status of the Insureds.
      The cost of insurance rates may also vary by any special
      insurance class charges.

      The guaranteed cost of insurance rates will not be greater than the
      guaranteed maximum cost of insurance rates set forth in the
      Contract.  These rates, as well as the rates used to calculate the
      Minimum Death Benefit and limitations on Premiums payable under
      the Contract, are based on the 1980 Commissioners Standard
      Ordinary Tables, Age Nearest Birthday, that correspond to the
      applicable ages, sex and smoker status of the Insureds.  Current
      cost of insurance rates may be lower.

      Since a benefit is paid only in the event that both Insureds have
      died, Cost of Insurance Charges for Contracts with a Joint and Last
      Survivor Rider attached will generally be lower than the charges for
      a comparable single life Contract.  (See "The Contract -- Charges
      and Deductions -- Cost of Insurance Charges").

8.    The calculation of the Minimum Death Benefit and any limitations on
      Premiums will reflect the fact that no Death Benefit will be paid
      until the death of the Last Insured.  Assuming the same amount of
      requested Insurance Coverage, any limitations on Premiums payable
      under the Contract will be lower than those

                                    B-2
<PAGE> 214
      based upon a single life, while the Minimum Death Benefits will be
      higher than those based upon a single life.  (See "The Contract -- Death
      Benefits Under the Contract").

9.    The Underwriting Charge for Contracts issued with a Joint and Last
      Survivor Rider attached will be equal to the sum of a flat fee and
      a charge per $1,000 of Total Insurance Coverage, subject to a
      maximum charge.  This charge is determined separately for each
      Insured.  The charges for each Insured are added together to obtain
      the total charge for the Contract.  This charge is deducted on each
      Monthiversary for the first twelve (12) Contract Months.  The flat
      fee, charge per $1,000, and maximum charge are shown in the table
      below.

<TABLE>
<CAPTION>
                                        Per $1,000 of Total       Maximum Total
                    Flat Fee            Insurance Coverage     Underwriting Charge
Issue Age           Per Month               Per Month         Per Insured Per Month
<S>                   <C>                    <C>                     <C>
20 - 45               $4.17                  $.00833                 $37.50
46 - 60               $4.17                  $.01250                 $54.17
61 - 85               $4.17                  $.01667                 $54.17
</TABLE>

      If there is a Contract change after issue which requires medical
      underwriting, SELIC will deduct on the Monthiversary following the
      underwriting an amount per Insured equal to $100, plus the per
      thousand charge above multiplied by twelve (12), multiplied by the
      increase in the Net Amount at Risk to which the underwriting relates,
      subject to the maximum charge shown above.  (See "Charges and
      Deductions -- Underwriting Charges").

      SELIC may, in its sole discretion, reduce or waive the Underwriting
      Charge in connection with the purchase of Contracts sold by
      licensed agents of SELIC that are also registered representatives
      of selected broker-dealers or banks that have entered into written
      sales agreements with Walnut Street Securities, Inc., the
      distributor of the Contracts.  Any reduction in or waiver of the
      Underwriting Charge will be reflected in the Contract.

10.   The Maturity Date of Contracts issued with a Joint and Last Survivor
      Rider attached will be when the younger of the two Insureds
      reaches the attained age of 100.  (See "Termination -- Maturity
      Date").

11.   For a Contract issued with a Joint and Last Survivor Rider attached to
      be reinstated, both Insureds must be alive on the date of
      reinstatement.  (See "Termination -- Reinstatement of a Contract
      Terminated for Insufficient Value").

                                    B-3
<PAGE> 215

12    Death Benefit will be paid on a Contract issued with a Joint and Last
      Survivor Rider if either Insured commits suicide within two years
      from the date  coverage becomes effective or within two years from
      the date of receipt of a Subsequent Premium payment which increases
      the Death Benefit.  (See "The Contract -- Additional Provisions of
      the Contract -- Suicide").

Supplemental Term Insurance Rider
=================================

A Contract Holder may elect to add a Supplemental Term Insurance Rider to
the Contract at the time of the Application.  The Supplemental Term
Insurance Rider increases the Total Insurance Amount under the Contract.
The addition of this Rider will allow SELIC to deduct additional monthly
charges from the Insurance Account Value of the Contract.

This rider may be added a single life Contract, or a Contract to which a
Joint and Last Insured Rider has been attached.

Set out below are  additional definitions and other modifications applicable
when a Supplemental Term Rider is added to a Contract.

Definitions
- -----------

The following definitions apply to a Contract with a Supplemental Term
Insurance Rider:

Date of Death Upon Which Death Benefit becomes  Payable: The date of death
of the Insured, for a single life Contract, or the Last Insured for a
Contract to which a Joint and Last Survivor Rider has been added.

Rider Death Benefit:  Is the amount of Supplemental Term Insurance Coverage
under the Rider.

Supplemental Term Insurance Benefit

The Supplemental Term Insurance Rider  provides term insurance coverage (the
Rider Death Benefit) that is in addition to insurance coverage provided
under the Contract.  SELIC will pay the Rider Death Benefit to the
beneficiary if the Date of Death Upon Which Death Benefit becomes Payable
occurs while the rider is in force.  SELIC must receive proof that such death
occurred before the Rider Expiry Date in the Contract, or the termination of
the coverage provided by the Supplemental Term Insurance Rider, if earlier, as
specified in the Rider and the Contract.

                                    B-4
<PAGE> 216

The Contract Holder may, subject to the approval of the Company, change the
Supplemental Term Insurance Amount.  The Contract Holder must request any
change not specified in the Contract by notifying SELIC in writing.
Evidence of Insurability will be required for any change that increases the
Supplemental Term Insurance Amount.  If SELIC approves the change, it will
take effect on the next Monthiversary which is at least thirty (30) days
after all the required information has been provided to SELIC.  The Contract
will be amended to reflect any such change in the Supplemental Term
Insurance Amount.  No change will be effective if the Date Upon Which Death
Benefit Becomes Payable is before the date of the change.

Monthly Charges For Supplemental Term Insurance Amounts - Cost of Insurance
Charges

Charges for the Supplemental Term Insurance Rider, which consist of monthly
Cost of Insurance Charges for the Rider Death Benefit, are deducted from the
Insurance Account Value on each Monthiversary.  The charges are determined
by multiplying the Rider Net Amount At Risk by the current monthly Cost of
Insurance Rate for the Rider.

The Rider Net Amount at Risk on any Monthiversary is equal to:

(a)   the Supplemental Term Insurance Amount discounted to such
      Monthiversary at the rate specified in the Basis of
      Computation Specified in the Contract; less

(b)   the excess, if any, of the Insurance Account Value on such
      Monthiversary over the Death Benefit for the Contract discounted
      to such Monthiversary at the rate specified in the Basis of
      Computations Specified in the Contract.

The cost of insurance rates for the Supplemental Term Insurance Rider will
be equal to the current cost of insurance rates for the Face Amount under
Contract.  On each Monthiversary on which the Supplemental Term Insurance
Rider is in force, the Cost of Insurance for the Supplemental Term Insurance
Rider will be added to the Monthly Charges deducted from the Insurance
Account Value.

Termination of the Supplemental Term Insurance Rider

The Supplemental Term Insurance Rider may be terminated as of any
Monthiversary following a written request to the Company.  The Supplemental
Term Insurance Rider will terminate automatically when any of the following
events occur:

(a)   the lapse of the Contract,

(b)   the surrender of the Contract,

                                    B-5
<PAGE> 217

(c)   the Maturity Date of the Contract,

(d)   the Date of Death Upon Which Death Benefits become Payable, or

(e)   the Rider Expiry Date.

Reinstatement of Supplemental Term Insurance Rider

If the Supplemental Term Insurance Rider terminates, it may be reinstated
within five years of the earlier of the Contact termination or rider
termination provided that:

(a)   if the Contract has terminated, it is also being reinstated,

(b)   satisfactory evidence of insurability is provided to SELIC, and

(c)   any charges due under the rider are paid as of the date of the
      Reinstatement.

The charges due will be equal to the amount of the charges for the rider due
and unpaid at the time that the rider terminated, plus three (3) times the
charges for the rider due at the time of Reinstatement.

In order for the rider to be reinstated, the same number of Insureds under
the Contract must be alive as were alive when the rider terminated.

Additional Provisions of the Rider - Incontestability

In order for SELIC to contest the validity of any coverage provided by the
Supplemental Term Insurance Rider, legal action must be commenced within two
years from the rider effective date or from the effective date of any change
in rider coverage requiring evidence of insurability, including Reinstatement
of Coverage.

Additional Provisions of the Rider - Suicide

If the Supplemental Term Insurance Rider is attached to a single life
Contract and the Insured dies by suicide, while sane or insane, within two
years from the Rider Effective Date, the death benefit payable will be
limited to the sum of the Cost of Insurance Charges for the Rider.

If this rider is attached to a Contract, to which a Joint and Last Survivor
Rider has been added, and either Insured dies by suicide, while sane or
insane, within two years from the Rider Effective Date, the death benefit
payable will be limited to the sum of the Cost of Insurance Charges for the
Rider.

                                    B-6
<PAGE> 218

The following are major modifications to a Contract when a Supplemental Term
Insurance Rider is added:

1.    Coverage provided by the Supplemental Term Insurance Rider is not
      taken into account in determining the amount of Target Premium:
      accordingly there may be no additional Premium Load associated with
      this coverage.  (See "The Contracts -- Premiums").

2.    In the event that a partial withdrawal results in a decrease in the
      Face Amount, which would cause the Face Amount to be less than the
      Minimum Face Amount  of a Contract, the Supplemental Term Insurance
      Amount will be decreased by the amount of the excess of the
      withdrawal over the decreased Face Amount.  (See "The Contract --
      Surrender and Partial Withdrawal").

3.    The Supplemental Term Insurance Amount will be included in Total
      Insurance Coverage in determining whether the Minimum Death
      Benefit applies, and is not included in Death Benefit proceeds when
      the Death Benefit payable under the Contract is equal to the
      Minimum Death Benefit.

                                    B-7
<PAGE> 219

             APPENDIX  C -- ILLUSTRATIONS OF DEATH BENEFITS
                      AND NET INSURANCE ACCOUNT VALUE

The following illustrations illustrate hypothetically how the Insurance
Account Value and Death Benefit of a Contract change with the investment
experience of the Available Division of the Separate Account.  The
illustrations show how the Insurance Account Value and Death Benefit of a
Contract issued to an Insured of a given Issue Age and at a given Premium
would vary over time if the investment return on the assets held in each
Available Division of the Separate Account were an assumed uniform, gross,
after-tax annual rate of 0%, 6% or 12%.  The hypothetical rates of return
are illustrative only and should not be deemed a representation of past or
future investment performance. The illustrations illustrate a Contract
issued to a Male, Issue Age 45 in a nonsmoker rate class assuming guaranteed
issue.  The values would be different from those shown if the gross annual
investment rates of return averaged 0%, 6% or 12% over a period of years,
but fluctuated above and below those averages for individual Contract Years.
The actual values will depend upon various factors, including age, sex,
smoking status, and underwriting status of the Insured.

The Insurance Account Value column under the "Guaranteed" heading shows the
accumulated value of the Net Premiums paid at the assumed rate of return,
reflecting deduction of the maximum mortality and expense risk charge, the
maximum monthly administrative charges, and monthly charges for the cost of
insurance based on the maximum values allowed under the 1980 Commissioners
Standard Ordinary Mortality Table.  The Insurance Account Value column under
the "Current" heading shows the accumulated value of the Net Premiums at the
assumed rate of return, reflecting deduction of the current mortality and
expense risk charge, the current monthly administrative charges, and monthly
charges for the cost of insurance at their current level, which is less than
or equal to that allowed by the 1980 Commissioners Standard Ordinary
Mortality Table.  The illustrations of Death Benefits reflect the above
assumptions.  The Death Benefits also vary between illustrations depending
upon whether Death Benefit Option 1, Option 2, or Option 3 is illustrated.

The amounts shown for the Insurance Account Value and Death Benefit reflect
the fact that the investment rate of return is lower than the gross after-tax
return on the assets held in a Division due to the advisory fee (.60%
of aggregate average daily net assets is assumed) and operating expenses of
the Underlying Portfolio (which are assumed to be  .20%).  After deduction
for these amounts and the mortality and expense basis the illustrated gross
annual investment rates of return of 0%, 6% and 12% correspond to
approximate net annual rates of  -1.15%,  4.85%, and  10.85%, respectively,
on a current basis, and  -1.30%,  4.70%, and  10.70%, respectively, on a
guaranteed basis.  The average advisory fee and fund expense reflects any
voluntary expense reimbursement arrangements between the various underlying
funds and their investment advisors.  The investment advisors could
terminate these arrangements at any time.  If any of these arrangements are
terminated, the above net annual rates of

                                    C-1
<PAGE> 220

return would be reduced.  The actual investment advisory fee applicable to each
Division is shown in the respective prospectuses for each Underlying Portfolio.
These Prospectuses for the Funds should also be consulted for details about
the nature and extent of expenses for each Underlying Portfolio.

The hypothetical values shown in the illustrations do not reflect any
charges for federal income taxes against the Separate Account, since
Security Equity Life Insurance Company is not currently making any such
charges.  However, such charges may be made in the future and, in that
event, the gross annual investment rate of return of the Available Divisions
would have to exceed 0%, 6% and 12% by an amount sufficient to cover the
charges in order to produce the Death Benefit and Insurance Account Value
illustration.  (See "Federal Tax Matters").

The illustrations illustrate the Contract values that would result based
upon the investment rates of return if Premiums are paid as indicated, if
all Net Premiums are allocated evenly among Available Divisions, and if no
Contract Loans have been made.  The illustrations are also based on the
assumptions that the Contract Holder has not requested an increase or
decrease in the Face Amount, that no partial withdrawals have been made,
that no transfer charges were incurred, and that no optional riders have
been requested.

Upon request, Security Equity Life Insurance Company will provide a
comparable illustration based upon the proposed Insured's Issue Age, sex and
rate class, the Face Amount and Premium pattern requested, and any available
riders requested.



                                    C-2
<PAGE> 221

<TABLE>
                               SECURITY EQUITY LIFE INSURANCE COMPANY
                              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 1. Level                                          Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 0%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (-1.15% Net)<F*>                (-1.30% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>        <C>         <C>        <C>          <C>         <C>        <C>
1         46      5,124       4,880       4,201       4,201     100,000       4,139       4,139     100,000
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880       8,372       8,372     100,000       8,232       8,232     100,000
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      12,493      12,493     100,000      12,262      12,262     100,000
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      16,566      16,566     100,000      16,229      16,229     100,000
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      20,589      20,589     100,000      20,133      20,133     100,000
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      24,528      24,528     100,000      23,976      23,976     100,000
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      28,421      28,421     100,000      27,757      27,757     100,000
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      27,668      27,668     100,000      26,879      26,879     100,000
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      26,897      26,897     100,000      25,965      25,965     100,000
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      26,102      26,102     100,000      25,008      25,008     100,000
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      25,187      25,187     100,000      24,002      24,002     100,000
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      24,242      24,242     100,000      22,940      22,940     100,000
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      23,263      23,263     100,000      21,815      21,815     100,000
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      22,247      22,247     100,000      20,621      20,621     100,000
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      21,192      21,192     100,000      19,346      19,346     100,000
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0      19,923      19,923     100,000      17,977      17,977     100,000
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0      18,601      18,601     100,000      16,500      16,500     100,000
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0      17,220      17,220     100,000      14,896      14,896     100,000
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0      15,769      15,769     100,000      13,141      13,141     100,000
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0      14,242      14,242     100,000      11,210      11,210     100,000
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0       8,043       8,043     100,000      <F***>      <F***>      <F***>
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0       <F***>      <F***>     <F***>      <F***>      <F***>      <F***>
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-3
<PAGE> 222
<TABLE>
                              SECURITY EQUITY LIFE INSURANCE COMPANY
                             FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 1. Level                                          Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 6%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (4.85% Net)<F*>                 (4.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>        <C>         <C>        <C>          <C>         <C>        <C>
1         46      5,124       4,880       4,466       4,466     100,000       4,403       4,403     100,000
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880       9,170       9,170     100,000       9,023       9,023     100,000
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      14,103      14,103     100,000      13,852      13,852     100,000
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      19,277      19,277     100,000      18,901      18,901     100,000
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      24,705      24,705     100,000      24,183      24,183     100,000
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      30,367      30,367     100,000      29,711      29,711     100,000
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      36,314      36,314     100,000      35,499      35,499     100,000
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      37,683      37,683     100,000      36,685      36,685     100,000
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      39,106      39,106     100,000      37,898      37,898     100,000
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      40,581      40,581     100,000      39,135      39,135     100,000
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      42,036      42,036     100,000      40,393      40,393     100,000
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      43,548      43,548     100,000      41,671      41,671     100,000
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      45,117      45,117     100,000      42,970      42,970     100,000
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      46,747      46,747     100,000      44,289      44,289     100,000
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      48,444      48,444     100,000      45,624      45,624     100,000
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0      50,097      50,097     100,000      46,973      46,973     100,000
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0      51,819      51,819     100,012      48,333      48,333     100,000
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0      53,615      53,615     100,796      49,699      49,699     100,000
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0      55,482      55,482     101,532      51,063      51,063     100,000
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0      57,419      57,419     102,780      52,420      52,420     100,000
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0      69,711      69,711     110,144      58,954      58,954     100,000
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0      84,013      84,013     120,138      64,313      64,313     100,000
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-4
<PAGE> 223
<TABLE>
                                SECURITY EQUITY LIFE INSURANCE COMPANY
                               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 1. Level                                          Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 12%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (10.85% Net)<F*>                (10.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>       <C>         <C>         <C>         <C>         <C>         <C>
1         46      5,124       4,880       4,732       4,732     100,000       4,666       4,666     100,000
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880      10,001      10,001     100,000       9,845       9,845     100,000
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      15,844      15,844     100,000      15,572      15,572     100,000
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      22,330      22,330     100,000      21,911      21,911     100,000
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      29,528      29,528     100,000      28,931      28,931     100,000
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      37,490      37,490     100,474      36,712      36,712     100,000
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      46,269      46,269     119,837      45,276      45,276     117,265
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      50,831      50,831     127,585      49,579      49,579     124,443
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      55,844      55,844     136,258      54,278      54,278     132,439
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      61,349      61,349     144,784      59,410      59,410     140,207
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      67,286      67,286     154,086      65,007      65,007     148,865
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      73,797      73,797     164,567      71,103      71,103     158,559
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      80,942      80,942     174,834      77,749      77,749     167,938
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      88,779      88,779     186,437      84,988      84,988     178,474
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      97,381      97,381     198,656      92,866      92,866     189,446
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0     106,583     106,583     212,100     101,423     101,423     201,832
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0     116,679     116,679     225,190     110,728     110,728     231,706
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0     127,741     127,741     240,153     120,822     120,822     227,146
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0     139,859     139,859     255,943     131,761     131,761     241,123
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0     153,120     153,120     274,084     143,580     143,580     257,007
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0     246,241     246,241     389,060     218,564     218,564     345,331
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0     393,001     393,001     561,992     326,542     326,542     466,955
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-5
<PAGE> 224
<TABLE>
                               SECURITY EQUITY LIFE INSURANCE COMPANY
                              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 2. Return of Account Value                        Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 0%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (-1.15% Net)<F*>                (-1.30% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>        <C>         <C>        <C>          <C>         <C>        <C>
1         46      5,124       4,880       4,136       4,136     104,136       4,074       4,074     104,074
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880       8,265       8,265     108,265       8,123       8,123     108,123
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      12,328      12,328     112,328      12,092      12,092     112,092
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      16,327      16,327     116,327      15,977      15,977     115,977
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      20,257      20,257     120,257      19,778      19,778     119,778
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      24,071      24,071     124,071      23,492      23,492     123,492
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      27,814      27,814     127,814      27,115      27,115     127,115
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      26,922      26,922     126,922      26,086      26,086     126,086
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      26,010      26,010     126,010      25,014      25,014     125,014
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      25,068      25,068     125,068      23,890      23,890     123,890
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      23,971      23,971     123,971      22,708      22,708     122,708
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      22,843      22,843     122,843      21,461      21,461     121,461
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      21,677      21,677     121,677      20,144      20,144     120,144
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      20,474      20,474     120,474      18,751      18,751     118,751
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      19,232      19,232     119,232      17,271      17,271     117,271
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0      17,732      17,732     117,732      15,694      15,694     115,694
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0      16,187      16,187     116,187      14,007      14,007     114,007
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0      14,590      14,590     114,590      12,193      12,193     112,193
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0      12,932      12,932     112,932      10,233      10,233     110,233
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0      11,208      11,208     111,208       8,106       8,106     108,106
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0       4,535       4,535     104,535       <F***>      <F***>     <F***>
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0       <F***>      <F***>     <F***>       <F***>      <F***>     <F***>
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-6
<PAGE> 225
<TABLE>
                              SECURITY EQUITY LIFE INSURANCE COMPANY
                             FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 2. Return of Account Value                        Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 6%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (4.85% Net)<F*>                 (4.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>        <C>         <C>        <C>          <C>         <C>        <C>
1         46      5,124       4,880       4,398       4,398     104,398       4,334       4,334     104,334
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880       9,052       9,052     109,052       8,902       8,902     108,902
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      13,913      13,913     113,913      13,655      13,655     113,655
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      18,991      18,991     118,991      18,600      18,600     118,600
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      24,292      24,292     124,292      23,742      23,742     123,742
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      29,777      29,777     129,777      29,087      29,087     129,087
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      35,501      35,501     135,501      34,639      34,639     134,639
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      36,632      36,632     136,632      35,569      35,569     135,569
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      37,787      37,787     137,787      36,484      36,484     136,484
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      38,956      38,956     138,956      37,374      37,374     137,374
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      40,011      40,011     140,011      38,231      38,231     138,231
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      41,072      41,072     141,072      39,045      39,045     139,045
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      42,132      42,132     142,132      39,809      39,809     139,809
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      43,192      43,192     143,192      40,513      40,513     140,513
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      44,248      44,248     144,248      41,142      41,142     141,142
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0      45,075      45,075     145,075      41,680      41,680     141,680
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0      45,877      45,877     145,877      42,108      42,108     142,108
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0      46,647      46,647     146,647      42,404      42,404     142,404
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0      47,371      47,371     147,371      42,539      42,539     142,539
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0      48,044      48,044     148,044      42,482      42,482     142,482
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0      53,936      53,936     153,936      38,257      38,257     138,257
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0      57,104      57,104     157,104      23,052      23,052     123,052
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-7
<PAGE> 226
<TABLE>
                                SECURITY EQUITY LIFE INSURANCE COMPANY
                               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 2. Return of Account Value                        Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 12%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (10.85% Net)<F*>                (10.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>       <C>         <C>         <C>         <C>         <C>         <C>
1         46      5,124       4,880       4,659       4,659     104,659       4,593       4,593     104,593
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880       9,870       9,870     109,870       9,712       9,712     109,712
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      15,627      15,627     115,627      15,347      15,347     115,347
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      21,989      21,989     121,989      21,553      21,553     121,553
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      29,018      29,018     129,018      28,386      28,386     128,386
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      36,734      36,734     136,734      35,912      35,912     135,912
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      45,259      45,259     145,259      44,196      44,196     144,196
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      49,561      49,561     149,561      48,205      48,205     148,205
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      54,298      54,298     154,298      52,583      52,583     152,583
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      59,505      59,505     159,505      57,360      57,360     157,360
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      65,102      65,102     165,102      62,571      62,571     162,571
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      71,259      71,259     171,259      68,253      68,253     168,253
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      78,031      78,031     178,031      74,453      74,453     174,453
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      85,484      85,484     185,484      81,218      81,218     181,218
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      93,690      93,690     193,690      88,595      88,595     188,595
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0     102,497     102,497     203,969      96,638      96,638     196,638
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0     112,183     112,183     216,512     105,403     105,403     205,403
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0     122,814     122,814     230,890     114,949     114,949     216,103
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0     134,463     134,463     246,067     125,324     125,324     229,342
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0     147,209     147,209     263,505     136,557     136,557     244,438
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0     236,723     236,723     374,022     207,845     207,845     328,395
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0     377,797     377,797     540,250     310,498     310,498     444,013
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-8
<PAGE> 227
<TABLE>
                              SECURITY EQUITY LIFE INSURANCE COMPANY
                             FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                     Male Nonsmoker Age 45

Death Benefit Option: Option 3. Return of Premium @0.00%        Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 0%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (-1.15% Net)<F*>                (-1.30% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>        <C>         <C>        <C>          <C>         <C>        <C>
1         46      5,124       4,880       4,186       4,186     104,880       4,123       4,123     104,880
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880       8,325       8,325     109,760       8,182       8,182     109,760
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      12,395      12,395     114,640      12,155      12,155     114,640
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      16,397      16,397     119,520      16,042      16,042     119,520
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      20,326      20,326     124,400      19,838      19,838     124,400
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      24,132      24,132     129,280      23,540      23,540     129,280
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      27,860      27,860     134,160      27,142      27,142     134,160
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      26,933      26,933     134,160      26,069      26,069     134,160
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      25,979      25,979     134,160      24,942      24,942     134,160
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      24,986      24,986     134,160      23,751      23,751     134,160
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      23,817      23,817     134,160      22,485      22,485     134,160
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      22,603      22,603     134,160      21,135      21,135     134,160
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      21,337      21,337     134,160      19,693      19,693     134,160
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      20,017      20,017     134,160      18,149      18,149     134,160
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      18,639      18,639     134,160      16,485      16,485     134,160
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0      16,947      16,947     134,160      14,685      14,685     134,160
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0      15,178      15,178     134,160      12,728      12,728     134,160
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0      13,323      13,323     134,160      10,586      10,586     134,160
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0      11,366      11,366     134,160       8,226       8,226     134,160
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0       9,299       9,299     134,160       5,610       5,610     134,160
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0       1,058       1,058     134,160       <F***>      <F***>     <F***>
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0       <F***>      <F***>     <F***>       <F***>      <F***>     <F***>
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-9
<PAGE> 228
<TABLE>
                               SECURITY EQUITY LIFE INSURANCE COMPANY
                              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 3. Return of Premium @0.00%                       Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 6%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (4.85% Net)<F*>                 (4.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>        <C>         <C>        <C>          <C>         <C>        <C>
1         46      5,124       4,880       4,450       4,450     104,880       4,386       4,386     104,880
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880       9,120       9,120     109,760       8,969       8,969     109,760
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      13,997      13,997     114,640      13,737      13,737     114,640
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      19,092      19,092     119,520      18,697      18,697     119,520
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      24,412      24,412     124,400      23,855      23,855     124,400
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      29,919      29,919     129,280      29,218      29,218     129,280
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      35,669      35,669     134,160      34,792      34,792     134,160
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      36,820      36,820     134,160      35,735      35,735     134,160
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      38,002      38,002     134,160      36,671      36,671     134,160
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      39,208      39,208     134,160      37,592      37,592     134,160
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      40,318      40,318     134,160      38,490      38,490     134,160
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      41,449      41,449     134,160      39,358      39,358     134,160
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      42,596      42,596     134,160      40,191      40,191     134,160
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      43,761      43,761     134,160      40,981      40,981     134,160
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      44,945      44,945     134,160      41,716      41,716     134,160
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0      45,948      45,948     134,160      42,383      42,383     134,160
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0      46,955      46,955     134,160      42,966      42,966     134,160
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0      47,963      47,963     134,160      43,445      43,445     134,160
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0      48,963      48,963     134,160      43,795      43,795     134,160
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0      49,953      49,953     134,160      43,987      43,987     134,160
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0      57,668      57,668     134,160      41,486      41,486     134,160
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0      64,819      64,819     134,160      27,501      27,501     134,160
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-10
<PAGE> 229
<TABLE>
                                SECURITY EQUITY LIFE INSURANCE COMPANY
                               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

Contract Face Amount: $100,000                                                 Male Nonsmoker Age 45

Death Benefit Option: Option 3. Return of Premium @0.00%                       Annual Premium: $4,880
<CAPTION>
============================================================================================================
                                                             For Separate Account 13
                                                  Hypothetical Gross Annual Rate of Return @ 12%
- ------------------------------------------------------------------------------------------------------------
                                                    Current                        Guaranteed
                                                 (10.85% Net)<F*>                (10.70% Net)<F**>
- ------------------------------------------------------------------------------------------------------------
                   Premium              Insurance    Net                  Insurance    Net
                    Accum.    Annual     Account     Cash        Death     Account     Cash        Death
  Year     Age       @5%      Premium     Value      Value      Benefit     Value      Value       Benefit
============================================================================================================
<S>       <C>   <C>           <C>       <C>         <C>         <C>         <C>         <C>         <C>
1         46      5,124       4,880       4,716       4,716     104,880       4,649       4,649     104,880
- ------------------------------------------------------------------------------------------------------------
2         47     10,504       4,880       9,948       9,948     109,760       9,789       9,789     109,760
- ------------------------------------------------------------------------------------------------------------
3         48     16,153       4,880      15,732      15,732     114,640      15,450      15,450     114,640
- ------------------------------------------------------------------------------------------------------------
4         49     22,085       4,880      22,128      22,128     119,520      21,689      21,689     119,520
- ------------------------------------------------------------------------------------------------------------
5         50     28,313       4,880      29,202      29,202     124,400      28,566      28,566     124,400
- ------------------------------------------------------------------------------------------------------------
6         51     34,853       4,880      36,983      36,983     129,280      36,154      36,154     129,280
- ------------------------------------------------------------------------------------------------------------
7         52     41,720       4,880      45,599      45,599     134,160      44,527      44,527     134,160
- ------------------------------------------------------------------------------------------------------------
8         53     43,806           0      50,012      50,012     134,160      48,647      48,647     134,160
- ------------------------------------------------------------------------------------------------------------
9         54     45,996           0      54,903      54,903     134,160      53,185      53,185     134,160
- ------------------------------------------------------------------------------------------------------------
10        55     48,296           0      60,307      60,307     142,326      58,183      58,183     137,311
- ------------------------------------------------------------------------------------------------------------
11        56     50,710           0      66,143      66,143     151,467      63,661      63,661     145,785
- ------------------------------------------------------------------------------------------------------------
12        57     53,246           0      72,542      72,542     161,769      69,629      69,629     155,273
- ------------------------------------------------------------------------------------------------------------
13        58     55,908           0      79,564      79,564     171,859      76,136      76,136     164,454
- ------------------------------------------------------------------------------------------------------------
14        59     58,704           0      87,268      87,268     183,262      83,222      83,222     174,767
- ------------------------------------------------------------------------------------------------------------
15        60     61,639           0      95,722      95,722     195,272      90,934      90,934     185,506
- ------------------------------------------------------------------------------------------------------------
16        61     64,721           0     104,766     104,766     208,485      99,312      99,312     197,631
- ------------------------------------------------------------------------------------------------------------
17        62     67,957           0     114,689     114,689     221,349     108,421     108,421     209,253
- ------------------------------------------------------------------------------------------------------------
18        63     71,355           0     125,561     125,561     236,055     118,303     118,303     222,410
- ------------------------------------------------------------------------------------------------------------
19        64     74,922           0     137,472     137,472     251,574     129,012     129,012     236,091
- ------------------------------------------------------------------------------------------------------------
20        65     78,669           0     150,505     150,505     269,404     140,581     140,581     251,640
- ------------------------------------------------------------------------------------------------------------
25        70    100,403           0     242,030     242,030     382,408     213,987     213,987     338,099
- ------------------------------------------------------------------------------------------------------------
30        75    128,143           0     386,275     386,275     552,374     319,692     319,692     457,159
============================================================================================================

<FN>
<F*>   These values reflect investment results using current mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F**>  These values reflect investment results using guaranteed mortality and expense risk charges, monthly
       administrative charges, and cost of insurance rates for the exact combination of premiums and
       benefits shown.

<F***> The Contract would lapse under these assumptions.  Additional premium would be required to keep the
       Contract in force.

The hypothetical investment rate of return shown above is illustrative only, and should not be deemed a
representation of past or future results.  Actual investment results may be more or less than those shown
and will depend on a number of factors, including the investment allocation made by the Contract Holder, and
the investment results for the Underlying Portfolios.  The Insurance Account Value, Net Cash Value and Death
Benefit for a Contract would be different from those shown if the actual rates of return averaged the rate
shown over a period of years, but also fluctuated above or below that average for individual Contract Years.
No representation can be made by SELIC, Walnut Street Securities, the Underlying Portfolios, their various
investment managers, or any representative thereof, that this hypothetical rate of return can be achieved
for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Contract Years indicated and assume any additional
premiums shown are received on the Contract Anniversaries.
</TABLE>

                                    C-11



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