SECURITY EQUITY LIFE INSURANCE CO SEPARATE ACCOUNT 13, 485APOS, 1999-03-01

SECURITY EQUITY LIFE INSURANCE CO SEPARATE ACCOUNT 13
485APOS, 1999-03-01

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As filed with Securities and Exchange Commission on March 1, 1999

Registration Nos. 33-88524; 811-8938

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4

to the
FORM S-6
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933

SECURITY EQUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT 13
(Exact Name of Trust)

SECURITY EQUITY LIFE INSURANCE COMPANY
(Name of Depositor)

84 Business Park Drive - Suite 303
Armonk, New York 10504
(Address of Depositor's Principal Executive Offices)

CHRISTOPHER A. MARTIN, ESQ.
Counsel, General American Life Insurance Company
700 Market Street
St. Louis, Missouri 63101
(Name and Address of Agent for Service)

Copies to:
STEPHEN E. ROTH, ESQ.
Sutherland, Asbill & Brennan
1275 Pennsylvania Ave., N.W.
Washington, D.C. 20004-2404

It is proposed that this filing will become effective:
/ / Immediately upon filing pursuant to paragraph (b), of Rule 485.
/ / On May 1, 1999 pursuant to paragraph (b) of Rule 485.
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
/X/ On May 1, 1999 pursuant to paragraph (a)(1) of Rule 485.
/ / This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933. The Notice required by Rule 24f-2 for 1998 will
be filed on or before March 31, 1999.

<TABLE>
SECURITY EQUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT 13
REGISTRATION STATEMENT ON FORM S-6
CROSS-REFERENCE SHEET
<CAPTION>
FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
<C> <C>
1 Cover Page.
2 Cover Page.
3 Inapplicable.
4 Sale of the Contract.
5 Information about SELIC.
6 The Separate Account.
7 Not Required.
8 Not Required.
9 Inapplicable.
10(a) Additional Provisions of the Contract.
10(b) The Contract.
10(c),(d),(e) Death Benefits under the Contract; Contract Values;
Summary of the Contract; Additional Provisions of the Contract;
Surrender and Partial Withdrawals; Contract Loan Privilege;
Transfers; Premiums; Appendix B.
10(f),(g),(h) Voting Rights; Additional Provisions of the Contract.
10(i) Additional Provisions of the Contract; Death Benefits
under the Contract; The Separate Account; Appendix B.
11 The Separate Account.
12 The Separate Account; Appendix A; Sale of the Contract.
13 Charges and Deductions; Sale of the Contract; Appendix A.
14 Premiums; Charges and Deductions; Sale of the Contract.
15 Premiums.
16 The Separate Account; Appendix A.
17 Captions referenced under Items 10(c), (d), (e) and (i) above.
18 The Separate Account; Contract Values.
19 Records and Reports; Sale of the Contracts.
20 Captions referenced under Items 6 and 10(g) above.
21 Contract Loan Privilege.
22 Inapplicable.
23 Sale of the Contract.
24 Additional Provisions of the Contract.
25 Information about SELIC.
26 Sale of the Contract.
27 Information about SELIC.
28 Management of the Company.
29 Information about SELIC.
30 Inapplicable.
31 Inapplicable.

<PAGE>
<PAGE>
<CAPTION>
FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
<C> <C>
32 Inapplicable.
33 Inapplicable.
34 Sale of the Contract.
35 Information about SELIC.
36 Inapplicable.
37 Inapplicable.
38 Sale of the Contract.
39 Sale of the Contract.
40 Sale of the Contract.
41(a) Sale of the Contract.
42 Inapplicable.
43 Inapplicable.
44(a) The Separate Account; Appendix A; Premiums; Charges and
Deductions.
44(b) Charges and Deductions.
44(c) Premiums; Charges and Deductions.
45 Inapplicable.
46 Appendix A; Captions referenced under Items 10(c), (d) and (e)
above.
47 Inapplicable.
48 Inapplicable.
49 Inapplicable.
50 Inapplicable.
51 Cover Page; Death Benefits under the Contract; Termination;
Charges and Deductions; The Contract; Appendix B; Summary;
Additional Provisions of the Contract; Premiums; Sale of the
Contract.
52 Additional Provisions of the Contract.
53 Federal Income Tax Considerations.
54 Inapplicable.
55 Inapplicable.
59 Financial Statements.

This Post-Effective Amendment No. 4 to the Registration Statement on
Form S-6 includes two prospectuses describing the Contracts. The first
prospectus ("Prospectus Version A") describes the Contracts as they will
be sold in the general market. The second prospectus ("Prospectus
Version B") describes the Contracts as they will be sold primarily
through a particular bank-affiliated distribution network.

</TABLE>

PROSPECTUS VERSION A
<PAGE>
<PAGE>
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 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 May 1, 1999.

-2-
<PAGE>
<PAGE>

<TABLE>
TABLE OF CONTENTS

<CAPTION>
PAGE
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<S> <C>
Definitions

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

Information About SELIC

The Separate Account

The Contract
Availability of Insurance Coverage
Evidence of Insurability
Premiums
Contract Values
Transfers
Contract Loan Privilege
Surrender and Partial Withdrawals
Death Benefits Under the Contract

Charges and Deductions
Premium Load
Daily Charges

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<CAPTION>
TABLE OF CONTENTS
(continued)
PAGE
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<S> <C>
Monthly Charges
Underwriting Charges
Annual Charges
Other Charges

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

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

Federal Income Tax Considerations

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

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<PAGE>
<PAGE>

<CAPTION>
TABLE OF CONTENTS
(continued)
PAGE
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<S> <C>
Unisex Requirements Under Montana Law

Records and Reports

Sale of the Contract

Voting Rights

State Regulation of the Company

Management of the Company

Legal Matters

Legal Proceedings

Experts

Additional Information

Financial Statements

Appendix A - Underlying Portfolios

Appendix B - Contract Riders

Appendix C - Illustrations of Death Benefits and Net
Insurance Account Value

</TABLE>

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<PAGE>
<PAGE>

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.

CONTRACT MONTH: Each one month period commencing on the Contract Date and on
each Monthiversary thereafter.

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<PAGE>
<PAGE>

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.

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.

-7-
<PAGE>
<PAGE>

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 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 is calculated on any
Monthiversary by subtracting the Insurance Account Value from the Death
Benefit, discounted one month at a 4.00% 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.

-8-
<PAGE>
<PAGE>

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
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.

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.

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<PAGE>
<PAGE>

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.

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SUMMARY OF THE CONTRACT

Throughout this summary, the terms "you" and "your" refer to the owner of
the policy. The policy's owner may or may not be one of the persons
insured under the policy. The terms "we," "us," and "our" refer to
Security Equity Life Insurance Company.

The information in this section is just a summary, written in "laymen's
terms" to help you understand the policy. However, both your policy and
this prospectus are legal documents. If you have any questions about
them, you should contact your agent or other competent professional
advisers. You should see Appendix B for modifications to this summary in
the event that riders are added to the contract.

In preparing this summary, we assume that the policy is in force and that
you have not borrowed any of the cash value.

EXPLANATION OF CONTRACT AND CASE

The contract is the agreement between you and us under which we provide
benefits on the life of an insured. Although your contract is treated
as an individual contract, it is also linked to 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. We 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. We determine your contract's
premium load, minimum initial premiums, and underwriting standards based
on the characteristics of the case to which your contract belongs.

PURPOSE OF THE CONTRACT

The contract offers a means to obtain insurance protection on the life
of someone in whom you have an insurable interest. We will pay a death
benefit to the beneficiary upon the death of the insured, so long as the
contract remains in force. You may use the contract's accumulated
values and benefits for any valid purpose. Unlike traditional life
insurance, which provides a guaranteed insurance account value, your
insurance account value under the contract will vary to reflect the
investment results of the underlying funds and/or the interest credited
to the fixed fund, depending on which accounts you allocate your
premiums.

Life insurance is not a short-term investment. You should evaluate your
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 named in the
application, unless subsequently changed on our records. The contract
holder retains all rights and responsibilities of ownership pertaining
to its interest in the contract. These right and responsibilities
include: (1) the right to allocate premiums among account options;
(2) the obligation to pay premiums; (3) the right to

- 11 -

borrow against the policy; (4) the right to take partial withdrawals;
and (5) the right to surrender the contract.

The beneficiary is also named in the application, unless subsequently
changed on our records. You have the right to change a revocable
beneficiary with prior written notice to us. The beneficiary will
receive the insurance benefits payable upon the death of the insured.
THE INSURED HAS NO DIRECT OR INDIRECT INTEREST IN THE CONTRACT, UNLESS:
- -----------------------------------------------------------------------
(1) YOU ARE THE INSURED, (2) YOU ASSIGN THE RIGHT TO DESIGNATE THE
- ------------------------------------------------------------------
BENEFICIARY TO THE INSURED, OR (3) YOU AND WE OTHERWISE AGREE.
- --------------------------------------------------------------

The contract is a long-term investment designed to provide a death
benefit to the beneficiary and should be purchased for this purpose.
You may use the death benefit and net cash value 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 death benefits and cash value, and
cause the contract to lapse). In addition, if the performance of the
available divisions to which you allocate the insurance account value is
not sufficient to provide proceeds for your planning purpose, or if you
do not pay sufficient premiums, then your contracts may not achieve your
purpose and may lapse. Before you purchase for a specialized purpose,
you should consider whether the long-tem nature of the contracts and the
potential impact of any contemplated contract loans and partial
withdrawals are consistent with such purpose. Using the contracts for a
specialized purpose may also have tax consequences.

AVAILABILITY OF THE CONTRACT

We offer the contract only to individuals, corporations, partnerships,
sole proprietorships, associations, trusts, and other similar or related
entities, which meet certain suitability standards. You may purchase
the contract to acquire insurance on the life of a person in whom you
have an insurable interest. If you purchase a contract without an
insurable interest, you may incur adverse financial and tax
consequences.

JOINT INSUREDS

You may add a rider to the contract that provides insurance coverage on
the lives of two insureds. In such a contract, we will pay the death
benefit on the death of the last surviving insured. Most of the
discussions in this prospectus that reference 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

You may allocate net premiums to one or more available divisions and/or
the fixed fund. To the extent you allocate net premiums to the
available divisions: (1) the insurance account value will, and the
death benefit may, vary with the investment performance of the chosen
available divisions; (2) you bear the entire investment risk associated
with the investments of the selected

- 12 -

available divisions; and (3) there is no guaranteed minimum insurance
account value. To the extent you allocate net premiums to the fixed
fund, the insurance account value will accrue interest at a guaranteed
minimum rate.

THE SEPARATE ACCOUNT

You have several separate account divisions to which you can allocate
net premiums, subject to certain limitations set forth in the contract.
A list of the available divisions appears in Appendix A. 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 underlying portfolio has a different investment objective which
is described in the prospectus for the underlying portfolio. The
underlying fund prospectuses accompany this prospectus.

We may add and/or delete available divisions from time to time. We will
notify you in writing of any such change.

DEATH BENEFIT

We will pay the death benefit to the named beneficiary upon the death of
the insured. The amount of the death benefit depends on which the death
benefit option is in effect. So long as the contract remains in force,
the minimum death benefit under each of the death benefit options will
be equal to at least the contract's current face amount.

PREMIUMS

You have considerable flexibility as to both the timing and the amount
of premium payments. We will not issue a contract unless we receive an
initial premium payment that is equal to at least one year's worth of
the contract's monthly charges plus any premium loads. We may allow a
reduced initial premium for certain contracts. Subsequent premium
payments must be at least $50. You may pay subsequent premiums at any
time and as often as you like, subject to certain restrictions. Please
see the "The Contract -- Premiums" section. If your initial and
subsequent premiums are too low, your insurance coverage may cease.

We will allocate your initial net premium to the money market division
during the free look period. After the free look period expires, you
may allocate the insurance account value among the available divisions
of the separate account and the fixed fund. Thereafter, you may
transfer the insurance account value among the available divisions of the
separate account and the fixed fund by written request, subject to certain
restrictions. You may transfer your insurance account value by dollar
amounts or by percentages.

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CHARGES AND DEDUCTIONS

In order to cover our expenses, we deduct certain charges from your
premiums and insurance account value. We briefly describe these charges
below. For more detailed information, you should see the "Charges and
Deductions" section. For information regarding the investment advisory
fees and operating expenses of the underlying portfolios, you should see
the chart in Appendix A.

Premium Load. We deduct a premium load from your initial premium and
each subsequent premium. The premium load includes: (1) a distribution
charge, which consists of a premium expense load and a commission
charge; (2) a premium tax charge, which covers state premium taxes; and
(3) a DAC tax charge.

In the first year, the distribution charge equals a maximum of 30% of
the premiums paid, up to one target premium, and 2% of premiums
thereafter. Thereafter, the distribution charge declines as a
percentage of premiums paid as follows:
* for years 2-10 the distribution charge equals a maximum of
10% of premiums paid during each year, up to a target
premium, and 2% of premiums thereafter;
* for years 11-15 the distribution charge equals a maximum of
8% of premiums paid during each year, up to a target
premium, and 2% of premiums thereafter; and
* for years 16 and thereafter the distribution charge equals a
maximum of 4% of premiums paid during each year, up to a
target premium, and 2% of premiums thereafter.

The premium tax charge reflects the state premium taxes imposed under
the contract. The DAC tax charge equals 1% of all premiums paid in all
years.

Mortality and Expense. We charge a fee for the mortality and expense that
we assume under the contract. We calculate and deduct the daily fee based
upon a percentage of your insurance account value attributable to each
division of the separate account. Currently, this daily fee equals 35
basis points (0.35%) on an annual basis. We guarantee that this fee will
exceed 50 basis points (0.50%) on an annual basis.

Monthly Charges. We deduct monthly charges directly from your insurance
account value as of the contract date and each month thereafter.
Monthly charges include an administration charge of $4.50 per month
(guaranteed not to exceed $8.00 per month) and a charge for the cost of
insurance. Monthly charges also include any charges for additional
benefits provided by riders and charges for a special class rating, if
applicable.

Underwriting Charge. We will deduct an underwriting charge, not to exceed
$100, on the issue date of the contracts that we issue on a medically
underwritten basis. We deduct a similar charge following medical
underwriting in connection with certain changes in the contract. This
charge changes if you add a joint and last survivor rider. See Appendix B.
We may reduce or waive the underwriting charge under certain circumstances.

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Loan Charges. On each anniversary of the contract, your insurance account
value is: (i) reduced by loan interest due and unpaid for the previous
year; and (ii) increased by the interest credited to the borrowed fund
during the previous year. As a result, if you do not pay loan interest
when due, then on the contract's anniversary, we will reduce your insurance
account value by the difference between the loan interest due and unpaid
for the previous year and the interest credited to the borrowed fund during
the previous year.

Other Charges. We do not currently charge a fee for federal, state, or
local taxes that we incur that may be attributable to the separate account.
However, we may impose such a charge in the future to provide for any tax
liability incurred by the separate account.

Investment advisory fees and operating expenses of the underlying portfolio
are paid out of the amounts invested in the portfolios. These charges
appear in Appendix A.

At your request, we will provide an illustrative report in addition to the
reports we customarily provide. Depending upon the type and complexity of
the requested report, we may charge a reasonable fee, not to exceed $50.

CONTRACT LOANS

You may obtain a loan under your contract. The amount you may borrow is
subject to a maximum. Interest will be charged for any amount borrowed in
accordance with the loan interest rate option you select.

We will deduct the amount of a loan from: (1) the amount payable on
surrender of the contract; and (2) the death benefit proceeds. Interest on
loans accrues daily. Unpaid interest is capitalized each year and added to
the loan. Depending upon the investment performance of the available
divisions and the amounts borrowed, loans could cause your contract to
lapse. If your contract lapses with a loan outstanding, you may be subject
to adverse tax consequences. Contract loans may also have other federal
income tax consequences. Please see the "Federal Income Tax
Considerations" section.

SURRENDER AND PARTIAL WITHDRAWALS

As long as the insured is alive, you may surrender your contract for its
net cash value by submitting a written request to our home office. To the
extent that you have allocated your insurance account value to the
available divisions of the separate account, we do not guarantee a minimum
net cash value. As long as the insured is alive, you may partially
withdrawal your net cash value, subject to certain restrictions. Please
see the "The Contract -- Surrender and Partial Withdrawals" section.

Surrender and partial withdrawals may have federal income tax consequences.
Please see the "Federal Income Tax Considerations" section.

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TERMINATION

The contract will not automatically terminate if you fail to pay subsequent
premiums. However, your contract may terminate prior to its maturity date
if it has insufficient net cash value to pay monthly charges.

ILLUSTRATIONS

The illustrations provided in this prospectus or used in connection with
the purchase of your contract are based on hypothetical rates of return.
We provide these hypothetical rates of return only for the purposes
illustrating the contract. The rate are not guaranteed, nor should they be
deemed to be a representation of past or potential investment performance.
Your actual rates of return may be more or less than those in the
illustrations and, therefore, your actual values will be different than
those illustrated.

REPLACEMENT OF EXISTING COVERAGE

Before purchasing a contract, you should consider whether it would be more
advantageous to change, or add to, an existing contract. It is generally
not advisable to purchase another insurance contract as a replacement for
existing coverage. You should carefully consider this if your decision to
replace a policy is based solely on a comparison of contract illustrations.

TAX CONSIDERATIONS

We intend for the contract to satisfy the definition of "life insurance"
under Section 7702 of the Internal Revenue Code. Under certain
circumstances, a contract may be a "modified endowment contract" under
federal tax law. Whether a contract is a modified endowment contract
depends on the amount of premium payments made in relation to the death
benefit. We will monitor your contract and attempt to notify you on a
timely basis if your contract is in jeopardy of becoming a modified
endowment contract. The tax status 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, please see the "Federal Income Tax Considerations"
section.

FREE LOOK AND CONVERSION RIGHTS

In most states, you may cancel your contract within the later of: (1) 10
days after receiving it; (2) 10 days after we mail or personally deliver
the notice of withdrawal right to you; or (3) within 45 days after the date
of the application. If you wish to exercise your free look rights, you
must return your contract to us at our home office along with written
notice of cancellation. If you so cancel your contract, it will be as
though it had never been issued. We will pay you a refund if you cancel
your contract. The refund will equal any premium(s) paid, minus any
partial withdrawals and loans together with accrued but unpaid interest.

Once the contract is issued and is in force, you may transfer all of your
insurance account value out of the separate account and into the fixed fund
and receive fixed and guaranteed benefits during the first 24 months of the
contract. Once you exercise this right, you will not be able to transfer
amounts out of the fixed fund and all net premiums paid thereafter will be
allocated to the fixed fund.

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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 life insurance company domiciled in Missouri. General American
is, in turn, wholly-owned by GenAmerica Corporation, an intermediate stock
holding company, which is, in turn, wholly-owned by General American Mutual
Holding Company, a mutual holding company organized under Missouri law.

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 49 states, the District of Columbia, and 10 Canadian provinces.
The principal offices of General American are located in St. Louis, Missouri.

SELIC is admitted to sell life insurance and annuities in 40 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

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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.

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.

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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;

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

(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.

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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."

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 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).

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charge) the cash value will accumulate to equal the initial Face Amount at
age 100. The Target Premium is determined on the Issue Date. It is not
recalculated if there is an increase in the Face Amount. It is recalculated
if there is a decrease in the Face Amount, but only if the new Face Amount
is below the initial Face Amount.

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-dealers or through banks that have entered into written sales
agreements with Walnut Street.

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 Money Market Division of 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.

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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, 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 and, or the Fixed Fund
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.

The maximum number of Available Divisions to which the Contract's Separate
Account Value may be allocated at any one time is five; 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 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 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.

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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
"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:

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(1) Cost of Insurance Charges;

(2) Administration Charges;

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

(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:

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

(2) Any amounts transferred to that Available Division from another
Available Division, the Fixed Fund or the Borrowed Fund; and

(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;

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

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

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

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

(7) Any Underwriting Charges allocated to that Available Division;

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

For description of the Insurance Account Value in the Fixed Fund and the
Borrowed Fund, see "The Contract -- 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
Available Divisions and the Fixed Fund at any one time;

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

(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.

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Transfers may be requested by dollar amount or whole percentage. SELIC will
execute a transfer only upon receipt of a properly executed transfer request.
Written confirmation of each transfer will be sent to the Contract Holder.

Notwithstanding the above limitations, which are set forth in the Contract,
SELIC will, as a matter of administrative practice, allow up to 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.

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 Minimum Net Premium for the current Contract Year;

(2) The outstanding Contract Loan amount together with interest accrued but
unpaid; 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.

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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 more than 90 days nor less than 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
4.50%. 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 rate calculated 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 4.00%.

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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 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.

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<PAGE>
<PAGE>

SURRENDER AND PARTIAL WITHDRAWALS

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 Minimum Net Premium for the current Contract Year;

(2) The outstanding Contract Loan amount together with the unpaid accrued
Contract Loan interest on the Contract Loan amount; 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.

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<PAGE>
<PAGE>

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").

Split Dollar Exception: Notwithstanding the above limitations, SELIC will,
as a matter of administrative practice, at the time of a split dollar
rollout, allow the owner of a Death Benefit Option 3 Contract, the option of
reducing the accumulated Premiums before reducing the Face Amount. If the
withdrawal is greater than the accumulated Premiums, a reduction in Face
Amount will occur for the amount in excess of the accumulated Premiums.

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 of 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; or

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<PAGE>
<PAGE>

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.

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<PAGE>
<PAGE>

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.

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 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,
the order in which the Face Amount is reduced is assessed in the same manner
as a decrease in Face Amount. (See "Face Amount"). 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.

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<PAGE>
<PAGE>

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 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 Death Benefit Option 3 to Death Benefit Option 2, then the
Face Amount will equal the Face Amount prior to the change plus the
accumulated Premiums 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 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 Withdrawals"). 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

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<PAGE>
<PAGE>

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 of the Face
Amount provided by the most recent increase, then the next most recent
increase successively, and finally the Initial Face Amount.

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 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 "The Contract -- 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");

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<PAGE>
<PAGE>

(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 "The Contract
-- Contract Loan Privilege"); 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 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 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 1.00% 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.

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<PAGE>
<PAGE>

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:

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 2.00% for Year 16 and
thereafter.

For Single Premium Payments, the maximum Commission Charge will be 6.00% of
Premium paid. Single Premium Payments are the excess of the Premium received
in the

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<PAGE>
<PAGE>

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, 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.

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 1.00%, which compensates SELIC for an increased
federal tax burden resulting from the receipt of Premiums under Section 848
of the Internal Revenue Code. This charge for federal income taxes is
reasonable in relation to SELIC's 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.

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<PAGE>

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.

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.

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<PAGE>
<PAGE>

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;

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.

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<PAGE>
<PAGE>

For Contracts 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 Contracts 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 Contracts 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 Contracts 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.

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.

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<PAGE>
<PAGE>

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 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, the Insurance Account Value attributable to
the Separate Account and Fixed Fund is: (i) reduced by Contract Loan interest
due and unpaid for the previous Contract Year; and (ii) 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.

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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.

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);

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

(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.

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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 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.

REINSTATEMENT OF A CONTRACT TERMINATED FOR INSUFFICIENT VALUE

A Contract that has terminated for insufficient Net Cash Value may be
reinstated within five 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 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

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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 4.00%, compounded annually, independent
of the actual investment experience of the General Account.

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 be 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. SELIC 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.

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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 4.00% 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 4.00% 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 4.00% 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 4.00% 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
4.00% 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.

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;

(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;

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

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

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

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

(6) Any Underwriting Charges allocated to the Fixed Fund;

(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.

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 Withdrawals").

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the rate of 2.50% 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 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.

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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 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

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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 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.

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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.

(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% 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

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two years prior to the date of such change in status may become
taxable and subject to the 10% 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
4.00% 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 business taxpayer on the life of any individual who is an officer of
or is financially interested in the business carried on by that taxpayer
is deductible only under certain very limited circumstances. 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

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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 modified endowment contracts. A competent
tax adviser should be consulted for further information.

7. INTEREST EXPENSE ON UNRELATED INDEBTEDNESS: Under provisions
added to the Code in 1997 applicable to insurance policies issued after
June 8, 1997, if a business taxpayer owns or is the beneficiary of a
Contract on the life of any individual who is not an officer, director,
employee, or 20 percent owner of the business carried on by that
taxpayer and the taxpayer also has indebtedness unrelated to the
Contract, no tax deduction will be allowed for that portion of the
taxpayer's unrelated interest expense that is "allocable" to the Net
Cash Value (unborrowed Insurance Account Value) of the Contract. The
allocable portion of unrelated interest expense is based on the ratio of
the unborrowed cash surrender values of all life insurance and annuity
contracts issued to the taxpayer after June 8, 1997 to the adjusted
basis of all other assets of the taxpayer. A Contract issued before June
9, 1997 will become subject to this pro rata disallowance rule if there
is a material increase in the death benefit or other material change in
the terms of the Contract. No business taxpayer should purchase,
exchange, or increase the death benefit under a Contract on the life of
any individual who is not an officer, director, employee, or 20 percent
owner of the business without specifically considering the overall tax
effect that an interest in such a Contract would, or could, have.

8. ALTERNATIVE MINIMUM TAX: There may also be an indirect tax upon the
inside build-up of the Contract under the corporate alternative minimum
tax.

9. 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.

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10. POSSIBLE CHANGES IN TAXATION: As of the date of this Prospectus,
the President's budget for fiscal year 1999 includes proposals that
would (i) restrict even further the deductibility of policy loan
interest, so that no policy loan interest would be deductible except for
interest on loans under policies insuring 20 percent owners, (ii) expand
the unrelated interest expense pro rata disallowance rule enacted in
1997 so that the rule would apply to all policies owned by business
entities, except for policies on 20 percent owners, (iii) tax the inside
buildup of variable life insurance policies whenever policy values were
reallocated among investment options available under a policy, (iv) end
the tax free treatment under Code section 1035 of exchanges of variable
life insurance policies, and (v) decrease the policyholder's tax basis
in an insurance contract by the amount of mortality and expense charges
paid to the insurer over the life of the contract. Moreover, it is
possible that any changes in the tax treatment of life insurance
policies could be effective prior to the date of any new legislation.

11. 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 Account from purchasing other
securities for other series or classes of

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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>
<PAGE>

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 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. 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 the Contract's Death Benefit, Contract Loans, Face Amount, Net
Amount at Risk, Issue Age or insurance class. All benefits after a
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:

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

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

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<PAGE>
<PAGE>

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 six months. If payment is
deferred for 30 days or more, SELIC will pay interest on such amounts at the
rate of 2.50% 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. 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.

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<PAGE>
<PAGE>

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 days after it is mailed by first class
mail or 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.

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.

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<PAGE>

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 -- Other
Charges").

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<PAGE>
<PAGE>

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 an indirect 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, however, the
policies issued through the Separate Account may be used to fund nonqualified
deferred obligations of the depositor or its affiliates subject to any
regulatory requirements. However, the policies issued through the Separate
Account may be used to fund nonqualified deferred obligations of the
depositor or its affiliates subject to any regulatory requirements.

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 14.00% of any Excess Premiums paid in any Contract Year on
Contracts issued without any riders attached.

VOTING RIGHTS

To the extent required by law, SELIC 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.

SELIC 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

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<PAGE>
<PAGE>

that Underlying Portfolio. SELIC 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: SELIC 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, SELIC 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 SELIC 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 SELIC 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 SELIC 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

SELIC, 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 SELIC 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. 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, SELIC 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.

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<PAGE>

<TABLE>
MANAGEMENT OF THE COMPANY

BOARD OF DIRECTORS AND PRINCIPAL OFFICERS

<CAPTION>
NAME PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS

<C> <S>
Willard N. Archie SELIC Director; Chief Executive Officer,
Chief Executive Officer Mitchell, Titus & Company (CPA management
Mitchell, Titus & Company, LLP consulting firm). Prior to January 1998, Vice
One Battery Park Plaza Chairman, Mitchell, Titus & Company. Prior to
New York, NY 10004-1461 January, 1996, Managing Partner, Mitchell, Titus
& Company.

Carson E. Beadle, SELIC Director; Consultant, Carson E. Beadle,
Consultant Inc. (consulting). Prior to April, 1998, Managing
Carson E. Beadle, Inc. Director, William M. Mercer Inc. (actuarial,
750 Park Avenue, Apt. 14E employee benefits, compensation and human
New York, NY 10021 resources management consulting firm).

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; J&H, Marsh & McLennan. Prior
J&H, Marsh & McLennan, Inc. to May 1997, Chairman, Marsh & McLennan,
1166 Avenue of the Americas Inc. (insurance and reinsurance brokers,
New York, NY 10036 consulting and investment management).

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
St. Louis, MO 63101

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<PAGE>
<PAGE>
<S> <C>
Leonard M. Rubenstein, SELIC Director; Chairman, Chief Executive
Chairman, CEO and CIO Officer and Chief Investment Officer - Conning
Conning Asset Management Company Asset Management Company (investments). Prior
700 Market Street to January 1998, Executive Vice President -
St. Louis, MO 63101 Investments, General American Life Insurance
Co. (life insurance).

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
Armonk, NY 10504

H. Edwin Trusheim SELIC Director; Retired Chairman, General
General American Life Insurance Co. American Life Insurance Co. (life insurance).
700 Market Street
St. Louis, MO 63101

Virginia V. Weldon, M.D. SELIC Director; Prior to March 1998, Senior
242 Carlyle Lake Vice President, Monsanto Company (chemicals
St. Louis, MO 63141 diversified industry, pharmaceuticals, life science
products, and food ingredients business).

Ted C. Wetterau SELIC Director; Chairman and Chief Executive
Chairman and CEO Officer, Wetterau & Associates, Inc. (retail and
Wetterau Associates wholesale grocery, manufacturing business).
8112 Maryland Avenue, Suite 250
St. Louis, MO 63105

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

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

</TABLE>

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LEGAL MATTERS

Legal advice relating to certain matters under the federal securities laws
has been provided by Matthew P. McCauley, General Counsel, SELIC.

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.

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APPENDIX A -- UNDERLYING PORTFOLIOS

The Available Division invests in shares or units of an Underlying Portfolio
from the following open-end, management investment companies:

EVERGREEN VARIABLE TRUST
Evergreen VA Fund
Evergreen VA Foundation Fund
Evergreen VA Growth and Income Fund

FRANK RUSSELL INVESTMENT MANAGEMENT COMPANY
Aggressive Equity Fund
Core Bond Fund
Multi-Style Equity Fund
Non-U.S. Fund

GENERAL AMERICAN CAPITAL COMPANY
Money Market Fund

VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio
Growth Portfolio
High Income Portfolio
Overseas Portfolio

VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio

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.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR EACH
UNDERLYING PORTFOLIO LISTED.

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.
The prospectus for each Underlying Portfolio also includes investment
strategies, objectives and investment advisor.

A-1
<PAGE>
<PAGE>

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 Last Insured.

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").

B-1
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<PAGE>

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").

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.

B-2
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<PAGE>

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 " Charges and Deductions -- Cost
of Insurance Charge").

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 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 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").

B-3
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<PAGE>

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").

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 "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 to a single life Contract, or a Contract to which a
Joint and Last Survivor Rider has been attached.

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

B-4
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<PAGE> 78

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 RIDER: A rider added to the Contract described
in this Prospectus, which will increase the Total Insurance Amount under the
Contract.

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.

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 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

B-5
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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;

(d) The Date of Death Upon Which Death Benefits become Payable; or

(e) The Rider Expiry Date.

REINSTATEMENT OF SUPPLEMENTAL TERM INSURANCE RIDER

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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

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 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.

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

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(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 Withdrawals").

(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-8
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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.

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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 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
underwriting class, the Face Amount and Premium pattern requested, and any
available riders requested.

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PROSPECTUS VERSION B
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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

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.

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 Contracts are not available in all states.

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

The date of this Prospectus is May 1, 1999

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<TABLE>
TABLE OF CONTENTS

PAGE
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<S> <C>
Definitions

Information About SELIC

The Separate Account

The Contract
Availability of Insurance Coverage
Evidence of Insurability
Premiums
Contract Values
Transfers
Contract Loan Privilege
Surrender and Partial Withdrawals
Death Benefits Under the Contract

Charges and Deductions
Premium Load
Daily Charges
Monthly Charges

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<CAPTION>
TABLE OF CONTENTS

PAGE
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<S> <C>
Underwriting Charges
Annual Charges
Other Charges

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

Federal Income Tax Considerations

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<PAGE>
<PAGE>

<CAPTION>
TABLE OF CONTENTS

PAGE
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<S> <C>
Unisex Requirements Under Montana Law

Records and Reports

Sale of the Contract

Voting Rights

State Regulation of the Company

Management of the Company

Legal Matters

Legal Proceedings

Experts

Additional Information

Financial Statements

Appendix A - Underlying Portfolios

Appendix B - Contract Riders

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

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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.

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

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<PAGE>

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.

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.

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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 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").

Net Amount At Risk: The Net Amount at Risk is calculated on any
Monthiversary by subtracting the Insurance Account Value from the Death
Benefit, discounted one month at a 4.00% 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

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<PAGE> 133

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
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).

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.

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SUMMARY OF THE CONTRACT

In preparing this summary, we assume that the policy is in force and that
you have not borrowed any of the cash value.

EXPLANATION OF CONTRACT AND CASE

PURPOSE OF THE CONTRACT

Life insurance is not a short-term investment. You should evaluate your
need for insurance and the contract's long-term investment potential and
risks before purchasing a contract.

THE CONTRACT HOLDER AND BENEFICIARY

-10-<PAGE>
<PAGE>

borrow against the policy; (4) the right to take partial withdrawals;
and (5) the right to surrender the contract.

AVAILABILITY OF THE CONTRACT

JOINT INSUREDS

CONTRACT VALUES

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THE SEPARATE ACCOUNT

We may add and/or delete available divisions from time to time. We will
notify you in writing of any such change.

DEATH BENEFIT

PREMIUMS

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CHARGES AND DEDUCTIONS

The premium tax charge reflects the state premium taxes imposed under
the contract. The DAC tax charge equals 1% of all premiums paid in all
years.

-13-

Investment advisory fees and operating expenses of the underlying portfolio
are paid out of the amounts invested in the portfolios. These charges
appear in Appendix A.

CONTRACT LOANS

SURRENDER AND PARTIAL WITHDRAWALS

Surrender and partial withdrawals may have federal income tax consequences.
Please see the "Federal Income Tax Considerations" section.

-14-

TERMINATION

ILLUSTRATIONS

REPLACEMENT OF EXISTING COVERAGE

TAX CONSIDERATIONS

FREE LOOK AND CONVERSION RIGHTS

-15-

INFORMATION ABOUT SELIC

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.

THE SEPARATE ACCOUNT

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

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<PAGE>

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.

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

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.

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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;

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

(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

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<PAGE>
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."

Evidence of Insurability

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

Premiums

Premiums may consist of Target Premium, Excess Premium or both. The Target
Premium depends upon the Insured's Issue Age, sex, underwriting class and
Face Amount. The Target Premium for the initial Face Amount is determined to
be the level annual premium payable to age 100 for a level death benefit that
under guaranteed cost of insurance rates and guaranteed policy expense
charges and a 4.00% net interest rate (after the M&E charge) the cash value
will accumulate to equal the initial Face Amount at age 100. The Target
Premium is determined on the Issue Date. It is not recalculated if there is
an increase in the Face Amount. It is recalculated if there is a decrease in
the Face Amount, but only if the new Face Amount is below the initial Face
Amount.

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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.

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 Money Market Division of 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, 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 and, or the Fixed Fund specified by the Contract Holder
will occur at the expiration of the Free Look period.

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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 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 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

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<PAGE>
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 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;

(2) Administration Charges;

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

(4) Underwriting Charges, if any; and

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

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

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(2) Any amounts transferred to that Available Division from another
Available Division, the Fixed Fund or the Borrowed Fund; and

(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;

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

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

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

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

(7) Any Underwriting Charges allocated to that Available Division;

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

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<PAGE>
<PAGE>

Transfers

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

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

(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.

Contract Loan Privilege

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<PAGE>
<PAGE>

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 Minimum Net Premium for the current Contract Year;

(2) The outstanding Contract Loan amount together with interest accrued but
unpaid; 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.

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<PAGE>
<PAGE>

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 4.50%. 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 rate calculated 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 4.00%.

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.

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.

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<PAGE>
<PAGE>

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.

Surrender and Partial Withdrawals

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").

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<PAGE>
<PAGE>

(1) The Minimum Net Premium for the current Contract Year;

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

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<PAGE>
<PAGE>

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; or

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.

-29-
<PAGE>
<PAGE>

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>

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,
the order in which the Face Amount is reduced is assessed in the same manner
as a decrease in Face Amount (See "Face Amount"). 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.

-30-
<PAGE>
<PAGE>

prior to the change less the Insurance Account Value on the effective date
of the change. If a Contract is changed from Death Benefit Option 3 to
Death Benefit Option 2, then the Face Amount will equal the Face Amount
prior to the change plus the accumulated Premiums 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.

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 Withdrawals"). 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.

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<PAGE>
<PAGE>

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 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 "The Contract -- 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
"The Contract -- Contract Loan Privilege"); and

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

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<PAGE>

(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.

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

Premium Load

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

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<PAGE>
<PAGE>

<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>

<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 2.00% for Year 16 and
thereafter.

For Single Premium Payments, the maximum Commission Charge will be 6.00% 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.

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<PAGE>
<PAGE>

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 1.00%, which compensates SELIC for an increased
federal tax burden resulting from the receipt of Premiums under Section 848
of the Internal Revenue Code. This charge for federal income taxes is
reasonable in relation to SELIC's 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.

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<PAGE>
<PAGE>

Monthly Charges

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.

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;

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;

-36-
<PAGE>
<PAGE>

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.

For Contracts 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 Contracts 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 Contracts 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 Contracts 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.

-37-
<PAGE>
<PAGE>

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.

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.

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.

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<PAGE>
<PAGE>

Annual Charges

On each Contract Anniversary, the Insurance Account Value attributable to the
Separate Account and Fixed Fund is: (i) reduced by Contract Loan interest due
and unpaid for the previous Contract Year; and (ii) 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.

TERMINATION

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

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

(3) The Maturity Date of the Contract; or

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

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<PAGE>
<PAGE>
Maturity Date

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

Termination for Insufficient Net Cash Value

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.

Reinstatement of a Contract Terminated for Insufficient Value

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

-40-
<PAGE>
<PAGE>

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.

General Description

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 be 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. SELIC, 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.

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<PAGE>

Fixed Fund Benefits

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 4.00% 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 4.00% 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 4.00% 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 4.00% 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.

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;

(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;

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

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<PAGE>

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

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

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

(6) Any Underwriting Charges allocated to the Fixed Fund;

(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.

Fixed Fund Transfers, Surrenders, Partial Withdrawals and Contract Loans

(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.

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 2.50% 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.

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<PAGE>

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
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

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<PAGE>

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 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

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<PAGE>

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 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

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<PAGE>
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.

(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%
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%
additional income tax.

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<PAGE>

have 30 days after receiving such notification
to request the refund. The excess Premium paid
with 4.00% 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 owned by an individual is not deductible. In
addition, interest on any loan under a life insurance contract
owned by a business taxpayer on the life of any individual who is
an officer of or is financially interested in the business carried
on by that taxpayer is deductible only under certain very limited
circumstances. 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 modified
endowment contracts. A competent tax adviser should be consulted
for further information.

7. Interest Expense on Unrelated Indebtedness: Under provisions added
to the Code in 1997 applicable to insurance policies issued after
June 8, 1997, if a business taxpayer owns or is the beneficiary
of a Contract on the life of any individual who is not an
officer, director, employee, or 20 percent owner of the
business carried on by that taxpayer and the taxpayer also has
indebtedness unrelated to the Contract, no tax deduction will be

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<PAGE>

allowed for that portion of the taxpayer's unrelated
interest expense that is "allocable" to the Net Cash Value
(unborrowed Insurance Account Value) of the Contract. The
allocable portion of unrelated interest expense is based on the
ratio of the unborrowed cash surrender values of all life
insurance and annuity contracts issued to the taxpayer after
June 8, 1997 to the adjusted basis of all other assets of the
taxpayer. A Contract issued before June 9, 1997 will become
subject to this pro rata disallowance rule if there is a material
increase in the death benefit or other material change in the
terms of the Contract. No business taxpayer should purchase,
exchange, or increase the death benefit under a Contract on the
life of any individual who is not an officer, director, employee,
or 20 percent owner of the business without specifically
considering the overall tax effect that an interest in such a
Contract would, or could, have.

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

9. 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.

10. Possible Changes in Taxation: As of the date of this Prospectus, the
President's budget for fiscal year 1999 includes proposals that
would (i) restrict even further the deductibility of policy loan
interest, so that no policy loan interest would be deductible
except for interest on loans under policies insuring 20 percent
owners, (ii) expand the unrelated interest expense pro rata
disallowance rule enacted in 1997 so that the rule would apply
to all policies owned by business entities, except for policies
on 20 percent owners, (iii) tax the inside buildup of variable
life insurance policies whenever policy values were reallocated
among investment options available under a policy, (iv) end the
tax free treatment under Code section 1035 of exchanges of
variable life insurance policies, and (v) decrease the
policyholder's tax basis in an insurance contract by the amount
of mortality and expense charges paid to the insurer over the
life of the contract. Moreover, it is possible that any changes
in the tax treatment of life insurance policies could be
effective prior to the date of any new legislation.

11. 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

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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

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.

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<PAGE>

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.

Incontestability

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 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. 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 the Contract's Death Benefit, Contract Loans, Face Amount, Net
Amount at Risk, Issue Age or insurance class. All benefits after a
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

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Availability of Funds

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

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

Entire Contract

Representations in Application

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<PAGE>

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

Right to Amend Contract

Computation of Contract Values

Claims of Creditors

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

Notice

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<PAGE>

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

UNISEX REQUIREMENTS UNDER MONTANA LAW

RECORDS AND REPORTS

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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 an indirect 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, however, the
policies issued through the Separate Account may be used to fund nonqualified
deferred obligations of the depositor or its affiliates subject to any
regulatory requirements.

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 5.00% of any Excess Premium.

VOTING RIGHTS

SELIC 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

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Portfolio. SELIC 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: SELIC 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, SELIC 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 SELIC 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 SELIC
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 SELIC 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

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<TABLE>
MANAGEMENT OF THE COMPANY

BOARD OF DIRECTORS AND PRINCIPAL OFFICERS

<CAPTION>
Name Principal Occupation(s) During Past Five Years
<C> <S>
Willard N. Archie SELIC Director; Chief Executive Officer, Mitchell, Titus & Company (CPA management
Chief Executive Officer consulting firm). Prior to January 1998, Vice Chairman, Mitchell, Titus & Company. Prior
Mitchell, Titus & Company to January 1996, Managing Partner, Mitchell, Titus & Company.
One Battery Park Plaza
New York, NY 10004-1461

Carson E. Beadle, SELIC Director; Consultant, Carson E. Beadle, Inc. (consulting). Prior to April 1998,
Consultant Managing Director, William M. Mercer Inc. (actuarial, employee benefits, compensation and
Carson E. Beadle, Inc. human resources management consulting firm)
750 Park Avenue, Apt. 14E
New York, NY 10021

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

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

David D. Holbrook SELIC Director; J&H, Marsh & McLennan. Prior to May 1997, Chairman, Marsh & McLennan, Inc.
J&H, Marsh & McLennan, Inc. (insurance and reinsurance brokers, consulting and investment management).
1166 Avenue of the Americas
New York, NY 10036

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

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<PAGE>

Leonard M. Rubenstein, SELIC Director; Chairman, Chief Executive Officer and Chief Investment Officer - Conning
Chairman, CEO and CIO Conning Asset Asset Management Company (investments). Prior to January 1998, Executive Vice President -
Management Company Investments, General American Life Insurance Co. (life insurance).
700 Market Street
St. Louis, MO 63101

William C. Thater SELIC Director and President; Prior to June 1993, Vice President - Individual
President Life, General American Life Insurance Co. (life insurance).
Security Equity Life Insurance Co.
84 Business Park Drive, Suite #303
Armonk, NY 10504

H. Edwin Trusheim SELIC Director; Retired Chairman, General American Life Insurance Co. (life insurance).
General American Life Insurance Co.
700 Market Street
St. Louis, MO 63101

Virginia V. Weldon, M.D. SELIC Director; Prior to March 1998, Senior Vice President, Monsanto Company (chemicals
242 Carlyle Lake diversified industry, pharmaceuticals, life science products, and food ingredients business).
St. Louis, MO 63141

Ted C. Wetterau SELIC Director; Chairman and Chief Executive Officer, Wetterau &
Chairman and CEO Associates, Inc. (retail and wholesale grocery, manufacturing business).
Wetterau Associates
8112 Maryland Avenue, Suite 250
St. Louis, MO 63105

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

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

</TABLE>

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LEGAL MATTERS

Legal advice relating to certain matters under the federal securities laws
has been provided by Matthew P. McCauley, General Counsel, SELIC.

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.

ADDITIONAL INFORMATION

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.

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APPENDIX A -- UNDERLYING PORTFOLIOS

The Available Division of the Separate Account invests in shares or units of
an Underlying Portfolio from the following open-end, management investment
companies:

Evergreen Variable Trust
Evergreen VA Fund
Evergreen VA Foundation Fund
Evergreen VA Growth and Income Fund

Frank Russell Investment Management Company
Aggressive Equity Fund
Core Bond Fund
Multi-Style Equity Fund
Non-U.S. Fund

General American Capital Company
Money Market Fund

Life & Annuity Trust
Asset Allocation Portfolio
U.S. Government Allocation Portfolio

Variable Insurance Products Fund
Equity-Income Portfolio
Growth Portfolio
High Income Portfolio
Overseas Portfolio

Variable Insurance Product Funds II
Asset Manager Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio

This Prospectus must be accompanied by a current prospectus for each
Underlying Portfolio listed.

A-2
<PAGE>
<PAGE>

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 Last Insured.

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>
<PAGE>

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 "Charges and
Deductions -- Cost of Insurance Charge").

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

B-2
<PAGE>
<PAGE>
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 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 Per
Issue Age Per Month Coverage Per Month 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 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>
<PAGE>

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 "Additional
Provisions of the Contract -- Suicide").

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

This rider may be added to a single life Contract, or a Contract to which a
Joint and Last Survivor 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 Rider: A rider added to the Contract described
in this Prospectus, which will increase the Total Insurance Amount under the
Contract.

Supplemental Term Insurance Benefit

B-4
<PAGE>
<PAGE>

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.

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.

B-5
<PAGE>
<PAGE>

Termination of the Supplemental Term Insurance Rider

(a) The lapse of the Contract;

(b) The surrender 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

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

B-6
<PAGE>
<PAGE>

Additional Provisions of the Rider - Suicide

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 Withdrawals").

(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>
<PAGE>

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 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 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 (.44% of
aggregate average daily net assets is assumed) and operating expenses of the
Underlying Portfolio (which are assumed to be .36%). 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

C-1
<PAGE>
<PAGE>

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.

C-2
<PAGE>
<PAGE>

PART II - OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant hereby
undertakes to file with the Securities an Exchange Commission such
supplementary and periodic information, documents, and reports as may be
prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.

RULE 484 UNDERTAKING

Reference is made to the Depositor's Articles of Incorporation,
and to Article VII of the Depositor's By-Laws, each filed as an exhibit
to this Registration Statement. Specifically, Section VII.1. of Article
VII of the Depositor's By-Laws provides that the Depositor may indemnify
a director or officer ("Indemnified Person") for amounts paid in
settlement and reasonable expenses in connection with an action (i)
brought by or in the right of the Depositor, if the Indemnified Person
acted in good faith for a purpose reasonably believed by the Indemnified
Person to be in (or, under certain circumstances, not opposed to) the
best interests of the Depositor; or (ii) other than an action brought by
or in the right of the Depositor, if the Indemnified Person acted in
good faith for a purpose reasonably believed by the Indemnified Person
to be in (or, under certain circumstances, not opposed to) the best
interests of Depositor, and in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his or her conduct was
unlawful. Section VII.1. further provides that such indemnification
must be authorized by the Board of Directors of the Depositor acting by
a quorum consisting of directors who are not parties to the action or
proceeding, or if such quorum is unobtainable or if a quorum of
disinterested directors so directs, by the Board of Directors upon an
opinion of independent legal counsel, or by the Depositor's
shareholders, in each case provided that certain findings are made.
Section VII.1. further provides that the Depositor will indemnify a
director or officer in connection with actions described under (i) and
(ii) above if the Indemnified Person has been successful in the defense
of a civil or criminal or proceeding as described in (i) and (ii) above.
Section VII.1. further provides that a notification of payment of
indemnification, advancement or allowance under Sections 721 to 726,
inclusive, of the Business Corporation Law of New York shall be made
unless a notice has been filed with Superintendent of Insurance of the
State of New York as specified in Section VII.1. This description is
qualified in its entirety by the provisions of the By-Laws filed as an
exhibit to this Registration Statement.

II-1
<PAGE>
<PAGE>

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

REASONABLENESS OF FEES AND CHARGES

Security Equity Life Insurance Company, of which Registrant forms a
part, hereby represents that the fees and charges deducted under the
terms of the Contracts are, in the aggregate, reasonable in relationship
to the services rendered, the expenses expected, and the risks assumed
by Security Equity Life Insurance Company.

II-2

<PAGE>
<PAGE>
CONTENTS OF REGISTRATION STATEMENT

This Registration Statement consists of the following papers and
documents:

* The facing sheet.
* A reconciliation and tie of the information shown in the information
shown in the prospectuses with the items of Form N-8B-2.
* Prospectus Version A consisting of 75 pages and Prospectus
Version B consisting of 69 pages.
* The Undertaking to File Reports.
* The Rule 484 Undertaking.
* Reasonableness of Fees and Charges.
* The signatures.
* The following exhibits:

1. The following exhibits correspond to the numbers under
paragraph A of the instructions for exhibits to Form N-8B-2:
(1) Resolutions Establishing Security Equity Life
Insurance Company Separate Account 13.<F1>
(2) None.
(3)(a) Principal Underwriting Agreement between SELIC
and Walnut Street Securities, Inc.<F1>
(3)(b) Form of Selling Agreement between Walnut Street
Securities, Inc. and Selling Firms.<F1>
(3)(c) Schedule of Sales Commissions.<F2>
(4) None.
(5)(a) Specimen of Contract.<F1>
(5)(b) Riders and Endorsements.<F1>

(6) Certificate of Incorporation and By-Laws of
SELIC.<F1>

(7) None.
(8) None.

(9)(a) Form of Participation Agreement.<F2>
(9)(b) Participation Agreement Among Variable Insurance
Products Fund, Fidelity Distributors Corporation
and Security Equity Life Insurance Company.<F2>
(9)(c) Participation Agreement Among Variable Insurance
Products Fund II, Fidelity Distributors
Corporation and Security Equity Life Insurance
Company.<F2>
(9)(d) Form of Amendment No. 1 to Participation
Agreement Among Variable Insurance Products
Fund, Fidelity Distributors Corporation and
Security Equity Life Insurance Company.<F3>

II-3

<PAGE>
<PAGE>
(9)(e) Form of Amendment No. 1 to Participation
Agreement Among Variable Insurance Products Fund
II, Fidelity Distributors Corporation and
Security Equity Life Insurance Company.<F3>
(9)(f) Form of Participation Agreement between
Evergreen Variable Trust and Security Equity
Life Insurance Company.<F3>

(9)(g) Fund Participation Agreement Among Tomorrow Funds
Retirement Trust, Weiss, Peck & Greer,
L.L.C., and Security Equity Life Insurance Company.
(9)(h) Form of Participation Agreement Among Security
Equity Life Insurance Company, Russell Insurance
Funds, and Russell Fund Distributors, Inc.
(9)(i) Form of Participation Agreement Among Life &
Annuity Trust, Stephens, Inc., Wells Fargo Bank,
and Security Equity Life Insurance Company.

(10) Specimen of Application for Policy.<F1>
2. See Exhibit 3.(i).
3.(i) Opinion of Juanita M. Thomas, Esq. as to the legality of
Securities Being Issued and Consent.<F2>
3.(ii) Opinion of Victor Bertolozzi, FSA, MAAA and Consent.<F2>
3.(iii) Opinion of Ralph A. Gorter, FSA, and Consent.<F4>

4. None.
5. Inapplicable.
6. Inapplicable.

7. Powers of Attorney.<F1>
8. Form of Notice of Withdrawal Right.<F2>
9. Consent of KPMG LLP.

NOTES

1. Incorporated by reference to Registrant's registration statement
on Form S-6 (File No. 88524), filed January 13, 1995.
2. Incorporated by reference to Registrant's Pre-Effective Amendment
No. 1 to registration statement on Form S-6 (File No. 33-88524),
filed August 30, 1995.
3. Incorporated by reference to Registrant's Post-Effective Amendment
No. 1 to registration statement on Form S-6 (file Nos. 33-88524
and 811-8938), filed April 29, 1996.
4. Incorporated by reference to Registrant's Pre-Effective Amendment
No. 2 to registration statement on Form S-6 (File Nos. 33-8852 and
811-8938), filed April 28, 1997.

II-4

<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Security
Equity Life Insurance Company and Security Equity Life Insurance Company
Separate Account 13 have duly caused this amended Registration Statement
to be signed on their behalf by the undersigned thereunto duly
authorized, and the seal of Security Equity Life Insurance Company to be
hereunto affixed and attested, all in the City of Armonk and State of
New York, on the 1st day of March, 1999.

SECURITY EQUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT 13 (Registrant)

By: SECURITY EQUITY LIFE INSURANCE COMPANY
(for Registrant and as Depositor)

Attest: /s/ Christopher A. Martin By: /s/ William C. Thater
------------------------------ ---------------------------
Christopher A. Martin, William C. Thater,
Secretary President

Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>

/s/ William C. Thater 3/1/99
- ----------------------------- President & Director
William C. Thater

/s/ Richard A. Leifels 3/1/99
- ----------------------------- Second Vice President
Richard A. Leifels and Controller

<F*> 3/1/99
- ----------------------------- Director
Willard N. Archie

<F*> 3/1/99
- ----------------------------- Director
Carson E. Beadle

<F*> 3/1/99
- ----------------------------- Director
James R. Elsesser

<F*> 3/1/99
- ----------------------------- Director
Stanley Goldstein

<F*> 3/1/99
- ----------------------------- Director
David D. Holbrook

II-5<PAGE>
<PAGE>
<S> <C> <C>

<F*> 3/1/99
- ----------------------------- Director
Richard A. Liddy

<F*> 3/1/99
- ----------------------------- Director
Leonard M. Rubenstein

<F*> 3/1/99
- ----------------------------- Director
H. Edwin Trusheim

<F*> 3/1/99
- ----------------------------- Director
Virginia V. Weldon, M.D.

<F*> 3/1/99
- ----------------------------- Director
Ted C. Wetterau

<F*> 3/1/99
- ----------------------------- Director
Ben H. Wolzenski

<F*> 3/1/99
- ----------------------------- Director
A. Greig Woodring

By: /s/ William C. Thater
-------------------------
William C. Thater 3/1/99

<FN>
<F*> Copies of powers of attorney authorizing William C. Thater to sign
the Registration Statement and amendments thereto on behalf of the
Directors of Security Equity Life Insurance Company are on file
with the Securities and Exchange Commission.
</TABLE>

II-6
<PAGE>
<PAGE>

EXHIBIT INDEX

9. Consent of KPMG LLP.

<PAGE>

EXHIBIT 9

CONSENT OF KPMG LLP

The Board of Directors
Security Equity Life Insurance Company

We consent to the use of our reports included herein and to the
reference to our firm under the heading "Experts" in the Registration
Statement and Prospectuses for Security Equity Life Insurance Company
Separate Account 13.

KPMG LLP

St. Louis, Missouri
[Date]

CAM:dw