UNITED COMPANIES SEPARATE ACCOUNT ONE, 485APOS, 1998-03-02

UNITED COMPANIES SEPARATE ACCOUNT ONE
485APOS, 1998-03-02

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File Nos. 33-91362
811-9026
=============================================================================
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. _4_ [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. _9_ [X]

(Check appropriate box or boxes.)

United Life & Annuity Separate Account One
_____________________________________
(Exact Name of Registrant)

United Life & Annuity Insurance Company
_______________________________________
(Name of Depositor)

III United Plaza, 8545 United Plaza Boulevard, Baton Rouge, LA 70809-2264
____________________________________________________________ __________
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code (800) 825-7568

Name and Address of Agent for Service
_____________________________________
C. Paul Patsis, President and Chief Executive Officer
United Life & Annuity Insurance Company
III United Plaza, 8545 United Plaza Blvd.
Baton Rouge, LA 70809-2251

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

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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

Title of Securities Registered:

Individual Variable Annuity Contracts

CROSS REFERENCE SHEET
(Required by Rule 495)
<TABLE>
<CAPTION>
<S> <C> <C>
Item No. Location
- -------- -----------------------

PART A

Item 1. Cover Page Cover Page

Item 2. Definitions Glossary of Terms

Item 3. Synopsis Summary

Item 4. Condensed Financial Information Appendix A - Condensed
Financial Information

Item 5. General Description of Registrant, Depositor,
and Portfolio Companies ULA; Investment
Options

Item 6. Deductions and Expenses Expenses

Item 7. General Description of Variable Annuity
Contracts The SpectraDirect
Fixed and Variable Annuity Contracts

Item 8. Annuity Period Annuity Provisions

Item 9. Death Benefit Death Benefit

Item 10. Purchases and Contract Value How to Purchase A
Contract

Item 11. Redemptions Withdrawals

Item 12. Taxes Taxes

Item 13. Legal Proceedings. Not Applicable

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

CROSS REFERENCE SHEET (CONT'D)
(Required by Rule 495)
<TABLE>
<CAPTION>
<S> <C> <C>
Item No. Location
- -------- --------------------

PART B

Item 15. Cover Page Cover Page

Item 16. Table of Contents. Table of Contents

Item 17. General Information and History The Company

Item 18. Services Not Applicable

Item 19. Purchase of Securities Being Offered Not Applicable

Item 20. Underwriters Distributor

Item 21. Calculation of Performance Data Performance
Information

Item 22. Annuity Payments. Annuity Provisions

Item 23. Financial Statements Financial Statements
</TABLE>

PART C

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

PART A

[SPECTRADIRECT LOGO]

United Life & Annuity
Insurance Company

May 1, 1998 PROSPECTUS

THE SPECTRADIRECT FIXED AND VARIABLE ANNUITY CONTRACT
ISSUED BY

UNITED LIFE & ANNUITY SEPARATE ACCOUNT ONE

AND

UNITED LIFE & ANNUITY INSURANCE COMPANY

MAY 1, 1998

This prospectus describes the SpectraDirect Fixed and Variable Annuity
Contract offered by United Life & Annuity Insurance Company (ULA, us or we).

The annuity has 13 investment options -- the Portfolios listed below, a one
year Fixed Account option of ULA and the Interest Adjustment Account.

<S> <C>
THE ALGER AMERICAN FUND MFS(R) VARIABLE INSURANCE TRUST(SM)
Alger American Growth Portfolio MFS Emerging Growth Series
DREYFUS STOCK INDEX FUND MFS Total Return Series
DREYFUS VARIABLE INVESTMENT FUND SCUDDER VARIABLE LIFE INVESTMENT FUND
Growth and Income Portfolio Money Market Portfolio
FEDERATED INSURANCE SERIES International Portfolio, Class A
Federated High Income Bond Fund II VAN ECK WORLDWIDE INSURANCE TRUST
Federated Utility Fund II Worldwide Hard Assets Fund
Federated Fund for U.S. Government
Securities II
</TABLE>

Please read this prospectus before investing and keep it for future
reference. It contains important information about the SpectraDirect Fixed and
Variable Annuity Contract.

To learn more about the annuity offered by this prospectus, you can obtain
a copy of the Statement of Additional Information (SAI) dated May 1, 1998. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
incorporated by reference into this prospectus. The Table of Contents of the SAI
is found on the last page of this prospectus. For a free copy of the SAI, call
us at (800) 825-7568 or write us at: P.O. Box 260100, 8545 United Plaza
Boulevard, Baton Rouge, LA 70826-0100. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding registrants that file electronically with the
SEC.

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

III United Plaza
8545 United Plaza Blvd.
Baton Rouge, Louisiana 70809-2264
(800) 825-7568

INVESTMENT IN A VARIABLE ANNUITY CONTRACT IS SUBJECT TO RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY.

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.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF TERMS........................................... 1
SUMMARY..................................................... 2
FEE TABLE................................................... 5
THE SPECTRADIRECT FIXED AND VARIABLE ANNUITY CONTRACT....... 8
Owner..................................................... 8
Joint Owner............................................... 8
Annuitant................................................. 9
Beneficiary............................................... 9
Assignment................................................ 9
ANNUITY PAYMENTS (THE INCOME PHASE)......................... 9
Annuity Options........................................... 9
HOW TO PURCHASE A CONTRACT.................................. 10
Purchase Payments......................................... 10
Allocation of Purchase Payments........................... 10
Right to Examine Contract................................. 10
Accumulation Units........................................ 10
INVESTMENT OPTIONS.......................................... 11
Voting Rights............................................. 12
Substitution.............................................. 12
Transfers................................................. 12
Dollar Cost Averaging Program............................. 13
Rebalancing Program....................................... 13
Asset Allocation Programs................................. 14
PERFORMANCE................................................. 14
EXPENSES.................................................... 15
Insurance Charges......................................... 15
Mortality and Expense Risk Charge....................... 15
Administrative Charge................................... 15
Contract Maintenance Charge............................... 15
Contingent Deferred Sales Charge.......................... 15
Reduction or Elimination of the Contingent Deferred Sales
Charge.................................................. 16
Transfer Fee.............................................. 16
Premium Taxes............................................. 16
Income Taxes.............................................. 16
Portfolio Expenses........................................ 16
TAXES....................................................... 16
Annuity Contracts in General.............................. 17
Qualified and Non-Qualified Contracts..................... 17
Withdrawals -- Non-Qualified Contracts.................... 17
Withdrawals -- Qualified Contracts........................ 17
Withdrawals -- Tax-Sheltered Annuities.................... 18
Diversification........................................... 18
WITHDRAWALS................................................. 18
Systematic Withdrawal Program............................. 18
Suspension of Payments or Transfers....................... 19
DEATH BENEFIT............................................... 19
Upon Your Death........................................... 19
Death Benefit............................................. 19
Death of Annuitant........................................ 20
OTHER INFORMATION........................................... 20
ULA....................................................... 20
The Separate Account...................................... 21
Distribution.............................................. 21
Financial Statements...................................... 21
APPENDIX .................................................. A-1
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL
INFORMATION............................................... C-1
</TABLE>

GLOSSARY OF TERMS

We have tried to make this prospectus as understandable for you as
possible. We have capitalized some of the technical terms used in this
prospectus. To help you understand these terms, we have defined them below.

ACCOUNTS: The Portfolios, the Fixed Account and each Guarantee Period of the
Interest Adjustment Account.

ACCUMULATION PHASE: Until you decide to begin receiving Annuity Payments, your
annuity is in the Accumulation Phase.

ACCUMULATION UNIT: The unit of measurement we use to keep track of the value of
your Contract during the Accumulation Phase.

ANNUITANT: The natural person on whose life we base Annuity Payments.

ANNUITY OPTIONS: You can choose among income plans for your Annuity Payments.
These are referred to as Annuity Options.

ANNUITY PAYMENTS: You can receive regular income payments from your Contract.
These are referred to as Annuity Payments.

BENEFICIARY: The person or entity you name to receive any death benefits.

CONTRACT: An individual contract and the certificate issued to participants
under a group contract.

FIXED ACCOUNT: An investment option within our general account.

GUARANTEE PERIODS: The periods for which interest rates are credited in the
Interest Adjustment Account or the Fixed Account.

INCOME DATE: You can choose the month and year in which Annuity Payments will
begin. This is referred to as the Income Date.

INCOME PHASE: The period during which we make Annuity Payments to you or someone
you name to receive them.

INTEREST ADJUSTMENT ACCOUNT: An investment option within our general account
where we guarantee the rate of interest for a specified period (a Guarantee
Period).

JOINT OWNER: The Contract can be owned by you and your spouse (the Joint Owner).

OWNER: The person or entity entitled to ownership rights under a Contract.

NON-QUALIFIED: If you do not purchase the Contract under a qualified plan, your
Contract is referred to as a Non-Qualified Contract.

PORTFOLIO: The variable investment options available under the Contract. Each
Portfolio has its own investment objective.

PURCHASE PAYMENT: The money you give us to buy the Contract.

QUALIFIED: If you purchase the Contract under a qualified plan, it is referred
to as a Qualified Contract (examples: individual retirement annuities,
tax-sheltered annuities, H.R. 10 plans, and pension and profit-sharing plans).

TAX DEFERRAL: Tax deferral means that you are not taxed on any earnings or
appreciation on the assets in your Contract until you take money out of your
Contract.

SUMMARY

The following information is a summary of some of the more important
features of your annuity Contract. More detailed information is contained in the
corresponding sections of this prospectus.

The SpectraDirect Fixed and Variable Annuity Contract. This prospectus
describes individual and group fixed and variable deferred annuity contracts and
certificates (together referred to as the "Contracts"). The Contract offered by
ULA is a contract between you, the owner, and United Life & Annuity Insurance
Company, an insurance company. The Contract provides a means for investing on a
Tax-Deferred basis in the Portfolios, the Fixed Account and the Interest
Adjustment Account. The SpectraDirect Fixed and Variable Annuity Contract is
designed for people seeking long-term Tax-Deferred accumulation of assets,
generally for retirement or other long-term purposes. The Tax-Deferred feature
is most attractive to people in high federal and state tax brackets. You should
not buy this Contract if you are looking for a short-term investment or if you
cannot accept the risk of getting back less money than you put in.

You may invest in the Fixed Account, the Interest Adjustment Account or the
following Portfolios:

THE ALGER AMERICAN FUND
Alger American Growth Portfolio

DREYFUS STOCK INDEX FUND

DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio

FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II
Federated Utility Fund II
Federated Fund for U.S. Government Securities II

MFS(R) VARIABLE INSURANCE TRUST(SM)
MFS Emerging Growth Series
MFS Total Return Series

SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio
International Portfolio, Class A

VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund

The Portfolios are fully described in the attached Portfolio prospectuses.
You can make or lose money in the Portfolios, depending upon market conditions.

The Fixed Account offers an interest rate that is guaranteed by us. You can
also invest in the Interest Adjustment Account, which is an option within our
general account where we guarantee a specific rate of interest for certain
Guarantee Periods. There are currently three Guarantee Periods available -- 3, 5
and 7 years. If you withdraw or transfer money from the Interest Adjustment
Account prior to the end of the selected Guarantee Period, it may be subject to
an interest adjustment.

CURRENTLY, YOU MAY SELECT TO PUT YOUR MONEY IN UP TO THIRTEEN INVESTMENT OPTIONS
(WHICH INCLUDES EACH PORTFOLIO, THE FIXED ACCOUNT AND EACH GUARANTEE PERIOD OF
THE INTEREST ADJUSTMENT ACCOUNT).

Like all deferred annuity contracts, your Contract has two phases: the
Accumulation Phase and the Income Phase. During the Accumulation Phase, your
earnings accumulate on a Tax-Deferred basis and are based on the investment
performance of the Portfolio(s) you selected and/or the interest rate earned on
the money you have in the Fixed Account and the Interest Adjustment Account.
During the Accumulation Phase, the earnings are taxed as income only when you
make a withdrawal. The Income Phase occurs when you begin receiving regular
payments from your Contract. The amount of the payments you may receive during
the Income Phase depends in part upon the amount of money you are able to
accumulate in your Contract during the Accumulation Phase.

Annuity Payments (The Income Phase). You can receive monthly Annuity
Payments from your Contract by selecting an Annuity Option. During the Income
Phase, payments will come from the Fixed Account.

How To Purchase A Contract. You can buy a Non-Qualified Contract with
$5,000 and a Qualified Contract with $2,000, except for certain Qualified plans.
You can add $500 (or $100 if you use the automatic premium check option) or more
any time you like during the Accumulation Phase. Your registered representative
can help you fill out the proper forms.

Expenses. The Contract has insurance features and investment features, and
there are costs related to each.

If you select Death Benefit Option 1 (Enhanced Death Benefit), the annual
insurance charges total 1.67% of the average daily value of your Contract
allocated to the Portfolios. If you select Death Benefit Option 2 (Standard
Death Benefit), the annual insurance charges total 1.40% of the average daily
value of your Contract allocated to the Portfolios. Each year we also deduct a
$30 contract maintenance charge from your Contract. ULA currently waives this
charge if the value of your Contract is at least $75,000.

There are also annual Portfolio charges which range from .30% to 1.23% of
the average daily value of the Portfolio, depending upon the Portfolio(s) you
invest in.

You can transfer between Accounts up to 12 times a year without charge.
After 12 transfers, the charge is $25 or 2% of the amount transferred, whichever
is less.

If you make a withdrawal from the Contract, ULA may assess a contingent
deferred sales charge (withdrawal charge). The amount of the charge depends upon
how long ULA has had your Purchase Payment. The charge is:

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS SINCE
RECEIPT OF PURCHASE PAYMENT CHARGE
------------------------------ ------
<S> <C>
0...................................................... 8.5%
1...................................................... 8.0%
2...................................................... 7.5%
3...................................................... 7.0%
4...................................................... 6.5%
5...................................................... 6.0%
6...................................................... 5.0%
7...................................................... 4.0%
8...................................................... 3.0%
9...................................................... 2.0%
10 years or more....................................... 0.0%
</TABLE>

Free Withdrawal Amount -- You can make a partial withdrawal without
incurring a contingent deferred sales charge of the "free withdrawal amount."
The free withdrawal amount is equal to the greater of: (a) earnings, or (b) 10%
of remaining Purchase Payments at the beginning of the current year. If your
withdrawal is not on a Contract anniversary, the free withdrawal amount is equal
to the free withdrawal amount at the beginning of the Contract year less amounts
withdrawn without the contingent deferred sales charge during the current
Contract year. If you make a complete withdrawal, the free withdrawal amount is
not available.

In addition, in certain states, you can make a total or partial withdrawal
and ULA will not deduct the contingent deferred sales charge if you are confined
to a skilled nursing home facility for 90 consecutive days after the first
Contract year.

ULA may assess a state premium tax charge which ranges from 0% - 4.0%
(depending upon the state).

Taxes. Your earnings are not taxed until you take them out. In most cases,
if you take money out, earnings come out first and are taxed as income. If you
are younger than 59 1/2 when you take money out, you may be charged a 10%
federal tax penalty on the taxable amounts withdrawn. Payments during the Income
Phase are considered partly a return of your original investment. That part of
each payment is not taxable as income. If the Contract is tax-qualified, the
entire payment may be taxable. There are limits to the amount you can withdraw
from a Qualified plan known as a 403(b) plan (or tax-sheltered annuity).

Withdrawals. You may make a withdrawal at any time during the Accumulation
Phase. Any partial withdrawal must be for at least $500 (unless it is made under
the Systematic Withdrawal Program). You may request a withdrawal or elect the
Systematic Withdrawal Program. Of course, you may also have to pay income tax
and a tax penalty on any money you take out.

Death Benefit. If you die during the Accumulation Phase, the person you
have selected as your Beneficiary will receive a death benefit. The death
benefit that the Beneficiary will receive will be the death benefit elected at
the time of purchase, or with respect to Contracts issued prior to May 1, 1998,
the death benefit option you select on your next Contract anniversary after May
1, 1998.

Other Information

Free Look/Right to Examine. If you cancel the Contract within 10 days after
receiving it (or whatever period is required in your state), we will send your
money back without assessing a contingent deferred sales charge. You will
receive whatever your Contract is worth on the day we receive your request. This
may be more or less than your original payment. (Some states require that we
return your Purchase Payment.)

No Probate. In most cases, when you die, your Beneficiary will receive the
death benefit without going through probate.

Additional Features. The Contract offers additional features which you
might be interested in. These include:

Dollar Cost Averaging Program -- You can arrange to have a regular amount
of money automatically transferred from the Scudder Money Market Portfolio or
the one year Fixed Account to one or more selected Portfolios monthly, quarterly
or semi-annually, theoretically giving you a lower average cost per unit over
time than a single one time purchase. However, there are no guarantees that this
will take place.

Rebalancing Program -- ULA will automatically readjust your money among the
Portfolios to maintain your specified allocation mix. This can be done
quarterly, semi-annually or annually if the value of your Contract is at least
$5,000.

Systematic Withdrawal Program -- You can elect to receive periodic payments
from your Contract. Of course, you may have to pay taxes on the money you
receive.

FEE TABLE (See Note 1 below)

OWNER TRANSACTION EXPENSES
Contingent Deferred Sales Charge (see Note 2 below)

<TABLE>
<CAPTION>
NUMBER OF COMPLETE
YEARS SINCE RECEIPT
OF PURCHASE PAYMENT CHARGE
- - ------------------- ------
<S> <C>
0...................................................... 8.5%
1...................................................... 8.0%
2...................................................... 7.5%
3...................................................... 7.0%
4...................................................... 6.5%
5...................................................... 6.0%
6...................................................... 5.0%
7...................................................... 4.0%
8...................................................... 3.0%
9...................................................... 2.0%
10 years or more....................................... 0.0%

Transfer Fee (see Note 3 below). No charge for first 12 transfers in a
Contract year; thereafter the fee is
the lesser of $25 or 2% of the amount
transferred.
</TABLE>

CONTRACT MAINTENANCE CHARGE (see Note 4 below) $30 per Contract per Year.

SEPARATE ACCOUNT ANNUAL EXPENSES FOR CONTRACTS WITH DEATH BENEFIT OPTION 1
(ENHANCED DEATH BENEFIT RIDER) (as a percentage of average account value)

Mortality and Expense Risk Charge........................... 1.52%
Administrative Charge....................................... .15%
----
Total Separate Account Annual Expenses...................... 1.67%

SEPARATE ACCOUNT ANNUAL EXPENSES FOR CONTRACTS WITH DEATH BENEFIT OPTION 2
(STANDARD DEATH BENEFIT) (as a percentage of average account value)

Mortality and Expense Risk Charge........................... 1.25%
Administrative Charge....................................... .15%
----
Total Separate Account Annual Expenses...................... 1.40%

NOTES TO FEE TABLE

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

Note 2. Under certain circumstances, you can make a withdrawal without
incurring the contingent deferred sales charge.

Note 3. ULA will not charge you the transfer fee even if there are more
than 12 transfers in a year if the transfer is part of the Dollar Cost Averaging
or Rebalancing Programs.

Note 4. ULA will not charge the contract maintenance charge if the value of
your Contract is at least $75,000 or more. However, if you make a complete
withdrawal, ULA will charge the contract maintenance charge. There is no
contract maintenance charge assessed during the Income Phase.

ANNUAL EXPENSES OF THE PORTFOLIOS
(as a percentage of the average daily net assets of a Portfolio)

<TABLE>
<CAPTION>
TOTAL ANNUAL
OTHER EXPENSES EXPENSES
MANAGEMENT (AFTER EXPENSE (AFTER EXPENSE
FEES REIMBURSEMENT) REIMBURSEMENT)
---------- -------------- --------------
<S> <C> <C> <C>
THE ALGER AMERICAN FUND
Alger American Growth Portfolio.................. .75% .04% .79%
DREYFUS STOCK INDEX FUND........................... .245% .055% .30%
DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio...................... .75% .08% .83%
FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II(a)............ .01% .79% .80%
Federated Utility Fund II(b)..................... .24% .61% .85%
Federated Fund for U.S. Government
Securities II(c).............................. .00% .80% .80%
MFS(R) Variable Insurance Trust(SM)
MFS Emerging Growth Series(d).................... .75% .25% 1.00%
MFS Total Return Series(d)....................... .75% .25% 1.00%
SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio........................... .37% .09% .46%
International Portfolio, Class A(e)............... .863% .187% 1.05%
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund....................... 1.00% .23% 1.23%
</TABLE>

- ---------------

(a) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary
waiver at any time at its sole discretion. The maximum management fee is
.60%. The total operating expenses were 1.39% absent the voluntary waiver
of the management fee and the voluntary reimbursement of certain other
operating expenses.

(b) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary
waiver at any time at its sole discretion. The maximum management fee is
.75%. The total operating expenses were 1.36% absent the voluntary waiver
of the management fee and the voluntary reimbursement of certain other
operating expenses.

(c) The management fee has been reduced to reflect the voluntary waiver of the
management fee. The adviser can terminate this voluntary waiver at any time
at its sole discretion. The maximum management fee is .60%. The total
operating expenses were 1.81% absent the voluntary waiver of the management
fee and the voluntary reimbursement of certain other operating expenses.

(d) The adviser has agreed to bear expenses for each Series, subject to
reimbursement by each Series, so that each Series' "Other Expenses" do not
exceed .25% of the average daily net assets of the Series during the
current fiscal year. Otherwise, "Other Expenses" would be .41% and 1.35%
for the MFS Emerging Growth Series and the MFS Total Return Series,
respectively, and "Total Annual Expenses" would be 1.16% and 2.10%
respectively for these Series. Each Series has an expense offset
arrangement which reduces the Series' custodian fee based upon the amount
of cash maintained by the Series with its custodian and dividend disbursing
agent, and may enter into other such arrangements and directed brokerage
arrangements (which would also have the effect of reducing the Series'
expenses). Any such fee reductions are not reflected under "Other
Expenses."

(e) For any calendar month during which the average daily net assets of the
International Portfolio exceed $500,000,000, the fee payable for that
month, with respect to the excess over $500,000,000, is calculated at an
annual rate of .725%. As a result, the adviser received compensation at an
annual rate of .863% for the fiscal year ended December 31, 1996.

EXAMPLES - There are two sets of examples below. One set is for Contracts with
Death Benefit Option 1 (Enhanced Death Benefit Rider), the other set is for
Contracts with Death Benefit Option 2 (Standard Death Benefit).

DEATH BENEFIT OPTION 1 (Enhanced Death Benefit Rider)

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on your money if: (a) you surrender your Contract at the end of
each time period and (b) if your Contract is not surrendered or annuitized:

<TABLE>
<CAPTION>
TIME PERIODS
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
THE ALGER AMERICAN FUND
Alger American Growth Portfolio.................. a) $111 a) $156 a) $206 a) $338
b) $ 26 b) $ 81 b) $141 b) $318
FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II............... a) $112 a) $156 a) $206 a) $340
b) $ 27 b) $ 81 b) $141 b) $320
Federated Utility Fund II........................ a) $112 a) $158 a) $209 a) $346
b) $ 27 b) $ 83 b) $144 b) $326
Federated Fund for U.S. Government Securities
II............................................ a) $112 a) $156 a) $206 a) $340
b) $ 27 b) $ 81 b) $141 b) $320

DREYFUS STOCK INDEX FUND........................... a) $106 a) $140 a) $178 a) $275
b) $ 21 b) $ 65 b) $113 b) $255
DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio...................... a) $112 a) $157 a) $208 a) $344
b) $ 27 b) $ 82 b) $143 b) $324
MFS(R) VARIABLE INSURANCE TRUST(SM)
MFS Emerging Growth Series....................... a) $114 a) $162 a) $217 a) $365
b) $ 29 b) $ 87 b) $152 b) $345
MFS Total Return Series.......................... a) $114 a) $162 a) $217 a) $365
b) $ 29 b) $ 87 b) $152 b) $345
SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio........................... a) $108 a) $145 a) $187 a) $296
b) $ 23 b) $ 70 b) $122 b) $276
International Portfolio, Class A................. a) $114 a) $164 a) $220 a) $372
b) $ 29 b) $ 89 b) $155 b) $352
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund....................... a) $116 a) $170 a) $230 a) $395
b) $ 31 b) $ 95 b) $165 b) $375
</TABLE>

DEATH BENEFIT OPTION 2 (Standard Death Benefit)

DREYFUS STOCK INDEX FUND........................... a) $ 87 a) $105 a) $126 a) $219
b) $ 17 b) $ 55 b) $ 96 b) $219
DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio...................... a) $ 93 a) $122 a) $156 a) $287
b) $ 23 b) $ 72 b) $126 b) $287
FEDERATED INSURANCE SERIES
Federated High Income Bond Fund II............... a) $ 93 a) $121 a) $155 a) $284
b) $ 23 b) $ 71 b) $125 b) $284
Federated Utility Fund II........................ a) $ 93 a) $123 a) $157 a) $290
b) $ 23 b) $ 73 b) $127 b) $290
Federated Fund for U.S. Government Securities
II............................................ a) $ 93 a) $121 a) $155 a) $284
b) $ 23 b) $ 71 b) $125 b) $284
MFS(R) VARIABLE INSURANCE TRUST(SM)
MFS Emerging Growth Series....................... a) $ 95 a) $128 a) $166 a) $309
b) $ 25 b) $ 78 b) $136 b) $309
MFS Total Return Series.......................... a) $ 95 a) $128 a) $166 a) $309
b) $ 25 b) $ 78 b) $136 b) $309
SCUDDER VARIABLE LIFE INVESTMENT FUND
Money Market Portfolio........................... a) $ 89 a) $110 a) $135 a) $240
b) $ 19 b) $ 60 b) $105 b) $240
International Portfolio, Class A................. a) $ 95 a) $129 a) $169 a) $316
b) $ 25 b) $ 79 b) $139 b) $316
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Hard Assets Fund....................... a) $ 97 a) $135 a) $179 a) $339
b) $ 27 b) $ 85 b) $149 b) $339

</TABLE>

THE ANNUAL EXPENSES OF THE PORTFOLIOS AND THE EXAMPLES ARE BASED ON DATA
PROVIDED BY THE RESPECTIVE FUND GROUPS. WE HAVE NOT INDEPENDENTLY VERIFIED SUCH
DATA.

Premium taxes are not reflected. They may apply.

The assumed average contract size is $25,000. The $30 contract maintenance
charge is reflected in the examples as $1.20.

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

THE SPECTRADIRECT FIXED AND VARIABLE ANNUITY CONTRACT

This prospectus describes individual and group fixed and variable deferred
annuity contracts and certificates (together referred to as the "Contracts")
offered by ULA.

An annuity is a contract between you, the owner, and an insurance company
(in this case ULA), where the insurance company promises to pay you (or someone
else you choose) an income, in the form of Annuity Payments, beginning on a
designated date that is at least three years in the future. Until you decide to
begin receiving Annuity Payments, your annuity is in the Accumulation Phase.
Once you begin receiving Annuity Payments, your Contract switches to the Income
Phase.

The Contract benefits from Tax Deferral. Tax Deferral means that you are
not taxed on earnings or appreciation on the assets in your Contract until you
take money out of your Contract.

The Contract is called a variable annuity because you can choose among the
available Portfolios and, depending upon market conditions, you can make or lose
money in any of these Portfolios. If you select the variable annuity portion of
the Contract, the amount of money you are able to accumulate in your Contract
during the Accumulation Phase depends in part upon the investment performance of
the Portfolio(s) you select. The Annuity Payments you will receive during the
Income Phase will come from the Fixed Account.

The Contract contains a Fixed Account. The Fixed Account offers an interest
rate that is guaranteed by ULA. There is a one year Guarantee Period available
for the Fixed Account. ULA guarantees that the interest credited to the Fixed
Account will not be less than 3% per year. If you select the Fixed Account, your
money will be placed with our other general assets. If you select the Fixed
Account, the amount of money you are able to accumulate in your Contract during
the Accumulation Phase depends in part upon the total interest credited to your
Contract.

The Contract also has an Interest Adjustment Account with three Guarantee
Periods currently available: 3 years, 5 years and 7 years. Each allocation to a
Guarantee Period locks in a fixed annual interest rate declared by ULA.
Withdrawals, transfers or annuitization of amounts from a Guarantee Period prior
to the end of that Guarantee Period may be subject to an interest adjustment.

We may make changes to your Contract in order to comply with applicable
law.

Owner. The SpectraDirect Fixed and Variable Annuity is a group deferred
annuity contract. A group contract is issued to a contractholder, for the
benefit of the participants in the group. You are a participant in the group and
will receive a certificate evidencing your ownership. You, as the Owner of a
certificate, are entitled to all the rights and privileges of ownership. In some
states an individual fixed and variable deferred annuity contract is issued
instead, which is identical to the group contract described in this prospectus
except that it is issued directly to the Owner. As used in this prospectus, the
term Contract refers to your certificate or individual contract. The Owner is as
designated at the time the Contract is issued, unless changed. You may change
Owners at any time prior to the Income Date. This may be a taxable event. You
should consult with your tax adviser before doing this.

Joint Owner. The Contract can be owned by Joint Owners. Any Joint Owner
must be the spouse of the other Owner. Upon the death of either Joint Owner, the
surviving spouse will be the primary Beneficiary. Any other Beneficiary
designation will be treated as a contingent Beneficiary unless otherwise
indicated. Unless otherwise specified, if there are Joint Owners, both
signatures will be required for all transactions except telephone transfers.

Annuitant. The Annuitant is the person whose life we look to when we make
Annuity Payments. You choose the Annuitant at the time the Contract is issued.
You may change the Annuitant at any time before the Income Date unless the
Contract is owned by a non-individual (for example, a corporation). Any change
of Annuitant is subject to our underwriting rules then in effect. On or after
the Income Date, the Annuitant will include any Joint Annuitant.

Beneficiary. The Beneficiary is the person(s) or entity you name to receive
any death benefit. The Beneficiary is named at the time the Contract is issued
unless changed at a later date. Unless an irrevocable Beneficiary has been
named, you can change the Beneficiary or contingent Beneficiary.

Assignment. You can assign the Contract at any time during your lifetime.
ULA will not be bound by the assignment until it receives the written notice of
the assignment. ULA will not be liable for any payment or other action we take
in accordance with the Contract before we receive notice of the assignment. Any
assignment made after the death benefit has become payable can only be done with
our consent. AN ASSIGNMENT MAY BE A TAXABLE EVENT.

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

ANNUITY PAYMENTS (THE INCOME PHASE)

You can receive regular monthly income payments under your Contract. You
can choose the month and year in which those payments begin. We call that date
the Income Date. Your Income Date must be at least three years after you buy the
Contract. The Income Date may not be later than when the Annuitant reaches age
85 or 10 years after the Contract is issued for Annuitants older than 75. You
can also choose among income plans. We call those Annuity Options.

We ask you to choose your Income Date when you purchase the Contract. You
can change it at any time before the Income Date with thirty (30) days notice to
us. You (or someone you designate) will receive the Annuity Payments.

If you do not choose an Annuity Option prior to the Income Date, we will
assume that you selected Option B which provides a life annuity with 120 monthly
payments guaranteed. Prior to the Income Date, you can change the Annuity
Option. Any change must be requested at least thirty (30) days prior to the
Income Date.

Annuity Payments are paid in monthly installments. Annuity Payments will be
made on a fixed basis only (which means they will come from the Fixed Account
and will not be based on the investment performance of the Portfolios). If the
value of your Contract to be applied to an Annuity Option is less than $2,000,
we reserve the right to pay you a lump sum amount instead of Annuity Payments.
Also, if the Annuity Payments would be or become less than $200, we reserve the
right to reduce the frequency of payments so that they will be at least $200.

ANNUITY OPTIONS

You can choose one of the following Annuity Options or any other Annuity
Option you want and that ULA agrees to provide. After Annuity Payments begin,
you cannot change the Annuity Option.

Option A. Life Annuity. Under this option, we will make monthly Annuity
Payments so long as the Annuitant is alive. After the Annuitant dies, we stop
making Annuity Payments.

Option B. Life Annuity With 60, 120, 180 or 240 Monthly Payments
Guaranteed. Under this option, we will make monthly Annuity Payments so long as
the Annuitant is alive. However, if, when the Annuitant dies, we have made
Annuity Payments for less than the selected guaranteed period, we will continue
to make Annuity Payments to you for the rest of the guaranteed period. If you do
not want to receive Annuity Payments, you can ask us for a single lump sum.

Option C. Joint And Survivor Annuity. Under this option, we will make
monthly Annuity Payments during the joint lifetime of the Annuitant and the
joint Annuitant. When the Annuitant dies, if the joint Annuitant is still alive,
we will continue to make Annuity Payments, so long as the joint Annuitant
continues to live. The monthly Annuity Payments will end when the last surviving
Annuitant dies.

HOW TO PURCHASE A CONTRACT

PURCHASE PAYMENTS

A Purchase Payment is the money you give us to buy the Contract. The
minimum payment ULA will accept is $5,000 when the Contract is bought as a
Non-Qualified Contract. If the Contract is bought as a Qualified Contract, the
minimum payment we will accept is $2,000.This requirement may be waived if you
buy this Contract as part of an IRA (Individual Retirement Annuity) or 403(b)
plan. We may also waive the minimum Purchase Payment requirements if you select
the automatic premium check option. The maximum amount we will accept without
our prior approval is $500,000. You can make additional Purchase Payments of
$500 (or as low as $100 if you have selected the automatic premium check option)
or more to either type of Contract. We reserve the right to reject any Purchase
Payment or application. At the time you buy the Contract, you and the Annuitant
cannot be older than 80 years old for a Non-Qualified Contract and 75 years old
for a Qualified Contract.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a Contract, we will allocate your Purchase Payment to the
Fixed Account, one or more Guarantee Periods of the Interest Adjustment Account
and/or one or more of the Portfolios you have selected. We ask that you allocate
your money in whole percentages with a minimum allocation of 5% of each Purchase
Payment or transfer or $500 (whichever is greater). You can instruct us how to
allocate additional Purchase Payments you make. If you do not instruct us, we
will allocate them in the same way as your previous instructions to us. Under
certain circumstances, we will allocate your initial Purchase Payment to a money
market portfolio until the end of the right to examine contract period (see
below). CURRENTLY, YOU CAN SELECT UP TO THIRTEEN INVESTMENT OPTIONS (WHICH
INCLUDES EACH PORTFOLIO, THE FIXED ACCOUNT AND EACH GUARANTEE PERIOD OF THE
INTEREST ADJUSTMENT ACCOUNT).

Once we receive your Purchase Payment, the necessary information and
federal funds (federal funds means monies credited to a bank's account with its
regional federal reserve bank), we will issue your Contract and allocate your
first Purchase Payment within 2 business days. If you do not give us all of the
information we need, we will contact you to get it. If for some reason we are
unable to complete this process within 5 business days, we will either send back
your money or get your permission to keep it until we get all of the necessary
information. If you make additional Purchase Payments, we will credit these
amounts to your Contract within one business day. Our business day closes when
the New York Stock Exchange closes, which is usually at 4:00 p.m. Eastern time.

RIGHT TO EXAMINE CONTRACT

If you change your mind about owning the Contract, you can cancel it within
10 days after receiving it (or the period required in your state). When you
cancel the Contract within this time period, ULA will not assess a contingent
deferred sales charge. You will receive back whatever your Contract is worth on
the day we receive your request. In certain states or if you have purchased the
Contract as an IRA, we may be required to give you back your Purchase Payment if
you decide to cancel your Contract within 10 days after receiving it (or
whatever period is required in your state). If that is the case, we will
allocate your Purchase Payment to a money market portfolio (except for any
portion of your Purchase Payment which you selected to be allocated to the Fixed
Account and/or the Interest Adjustment Account) for 15 days after we allocate
your first Purchase Payment. (In some states, the period may be longer.) At the
end of the period, we will re-allocate your Purchase Payment as you selected.

ACCUMULATION UNITS

The value of the portion of your Contract allocated to the Portfolios will
go up or down depending upon the investment performance of the Portfolio(s) you
choose. The value of your Contract will also depend on the expenses of the
Contract. In order to keep track of the value of your Contract, we use a
measurement called an Accumulation Unit (which is like a share of a mutual
fund).

Every business day we determine the value of an Accumulation Unit by
multiplying the Accumulation Unit value for the previous period by a factor for
the current period. The factor is determined by:

1. dividing the value of a Portfolio share at the end of the current period
by the value of a Portfolio share for the previous period; and

2. subtracting from that amount any insurance charges.

The value of an Accumulation Unit may go up or down from day to day.

When you make a Purchase Payment, we credit your Contract with Accumulation
Units. The number of Accumulation Units credited is determined by dividing the
amount of the Purchase Payment allocated to a Portfolio by the value of the
Accumulation Unit for that Portfolio.

We calculate the value of an Accumulation Unit for each Portfolio after the
New York Stock Exchange closes each day and then credit your Contract
accordingly.

EXAMPLE:

On Tuesday we receive an additional Purchase Payment of $4,000 from you.
You have told us you want this to go to the Alger American Growth Portfolio.
When the New York Stock Exchange closes on that Tuesday, we determine that the
value of an Accumulation Unit for investment in the Alger American Growth
Portfolio is $11.25. We then divide $4,000 by $11.25 and credit your Contract on
Tuesday night with 355.56 Accumulation Units for the Alger American Growth
Portfolio.

INVESTMENT OPTIONS

When you buy the Contract you have the opportunity to allocate your money
to: (1) the Fixed Account; (2) the Interest Adjustment Account; and (3) the
Portfolios set forth below. Additional Portfolios may be available in the
future.

YOU SHOULD READ THE PROSPECTUSES FOR THE PORTFOLIOS CAREFULLY BEFORE
INVESTING. THE PROSPECTUSES FOR THE PORTFOLIOS ACCOMPANY THIS PROSPECTUS.

THE ALGER AMERICAN FUND

Fred Alger Management, Inc. is the investment manager. The Trust is
comprised of six Portfolios, the following one of which is available under the
Contracts:

Alger American Growth Portfolio

DREYFUS STOCK INDEX FUND

The Dreyfus Corporation serves as the Fund's manager and Mellon Equity
Associates serves as the Fund's index fund manager.

DREYFUS VARIABLE INVESTMENT FUND

The Dreyfus Corporation serves as the investment adviser. The Fund is
comprised of thirteen Portfolios, the following one of which is available under
the Contracts:

Growth and Income Portfolio

FEDERATED INSURANCE SERIES

Federated Advisers is the investment adviser to each Fund. The Trust has
eight separate Funds, the following three of which are available under the
Contracts:

Federated High Income Bond Fund II
Federated Utility Fund II
Federated Fund for U.S. Government Securities II

MFS(R) VARIABLE INSURANCE TRUST(SM)

Massachusetts Financial Services Company is the investment adviser to each
Series. The Trust is comprised of twelve Series, the following two of which are
available under the Contracts:

MFS Emerging Growth Series
MFS Total Return Series

SCUDDER VARIABLE LIFE INVESTMENT FUND

Scudder, Stevens & Clark, Inc. is the investment adviser to the Fund. The
Fund is comprised of seven Portfolios, the following two of which are available
under the Contracts:

Money Market Portfolio
International Portfolio, Class A

VAN ECK WORLDWIDE INSURANCE TRUST

Van Eck Associates Corporation is the investment adviser to the Fund. The
Trust is comprised of five funds, the following one of which is available under
the Contracts:

Worldwide Hard Assets Fund

Shares of the Portfolios are issued and redeemed in connection with
investments in and payments under certain variable annuity contracts and (with
respect to certain of the Portfolios) variable life insurance policies of
various life insurance companies which may or may not be affiliated. The
Portfolios do not believe that offering their shares in this manner will be
disadvantageous to you. Nevertheless, the Board of Trustees or the Boards of
Directors, as applicable, intend to monitor events in order to identify any
material irreconcilable conflicts which may possibly arise and to determine what
action, if any, should be taken. If such a conflict were to occur, one or more
insurance company separate accounts might withdraw its investments in a
Portfolio. An irreconcilable conflict might result in the withdrawal of a
substantial amount of a Portfolio's assets which could adversely affect such
Portfolio's net asset value per share.

VOTING RIGHTS

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

SUBSTITUTION

ULA may be required to substitute one of the Portfolios you have selected
with another Portfolio. We would not do this without the prior approval of the
Securities and Exchange Commission. We will give you notice of our intention to
do this.

TRANSFERS

During the Accumulation Phase, you can transfer money among the Portfolios,
the Fixed Account and the Interest Adjustment Account, after the right to
examine contract period is over. During the Accumulation Phase, ULA currently
allows you to make as many transfers as you want to each year. However, this
product is not designed for professional market timing organizations or other
individuals using programmed and frequent transfers. Such activity may be
disruptive to a Portfolio. We reserve the right to stop or prohibit these types
of transfers if we determine that they could harm a Portfolio.

If you make more than 12 transfers in a year, there is a transfer fee
deducted. The fee is the lesser of $25 per transfer or 2% of the amount
transferred. The following applies to any transfer:

1. The minimum amount which you can transfer is $250 from an Account or
your entire value in the Account. This requirement is waived if the transfer is
in connection with the Dollar Cost Averaging Program (which is described below).

2. You cannot make transfers during the right to examine contract period.

3. The minimum amount which must remain in an Account after a transfer is
$500, or $0 if the entire amount in the Account is transferred.

4. The maximum amount which can be transferred from the Fixed Account to
the Portfolios is 25% of the value of your Contract in the Fixed Account in any
one Contract year. This requirement is waived if the transfer is made pursuant
to the Dollar Cost Averaging or Rebalancing Programs.

5. The maximum amount which can be transferred from each Guarantee Period
in the Interest Adjustment Account to the Portfolios, the Fixed Account or
another Guarantee Period of the Interest Adjustment Account is 25% of the value
of your Contract in the Interest Adjustment Account as of the beginning of the
current Contract year. If there was no Contract value in the Interest Adjustment
Account at the beginning of the year, then the transfer is limited to 25% of the
Purchase Payment allocated to the Interest Adjustment Account.

6. We reserve the right, at any time, to terminate, suspend or modify the
transfer privileges described above.

7. You cannot make transfers during the Income Phase.

You can make transfers by telephone during the Accumulation Phase. We may
allow you to authorize someone else to make transfers by telephone on your
behalf. If you own the Contract with a Joint Owner, unless ULA is instructed
otherwise, ULA will accept telephone instructions from either one of you. ULA
will use reasonable procedures to confirm that instructions given us by
telephone are genuine. If we do not use such procedures, we may be liable for
any losses due to unauthorized or fraudulent instructions. We may tape record
all telephone instructions. The telephone privilege may be discontinued at any
time.

DOLLAR COST AVERAGING PROGRAM

The Dollar Cost Averaging Program allows you to systematically transfer a
set amount of money on a monthly, quarterly or semi-annual basis from a money
market portfolio or the Fixed Account to one or more Portfolios. Transfers to
the Fixed Account or Interest Adjustment Account are not permitted under Dollar
Cost Averaging. By allocating amounts on a regularly scheduled basis, as opposed
to allocating the total amount at one particular time, you may be less
susceptible to the impact of market fluctuations. You may only participate in
this program during the Accumulation Phase. The minimum amount which may be
transferred is $50 (per Portfolio). We will notify you for instructions if at
any time the value of the money market portfolio or the Fixed Account is not
sufficient to make the requested transfer.

All Dollar Cost Averaging transfers will be made at any time prior to the
25th of a calendar month. If you choose this Program, you must participate in it
for at least one year.

If you participate in the Dollar Cost Averaging Program, the transfers made
under the Program are not taken into account in determining any transfer fee.
You may not participate in the Dollar Cost Averaging Program and the Rebalancing
Program at the same time.

We reserve the right to terminate, suspend or modify the Dollar Cost
Averaging Program.

REBALANCING PROGRAM

Once your money has been invested, the performance of the Portfolios and
the earnings from the Fixed Account and Guarantee Periods of the Interest
Adjustment Account may cause your allocation to shift. The Rebalancing Program
is designed to help you maintain your specified allocation mix among the
different Portfolios. You can direct us to readjust your money quarterly, semi-
annually or annually to return to your particular percentage allocations. The
value of your Contract must be at least $5,000 to have transfers made under this
Program. You may not rebalance your money in the Fixed Account or the Interest
Adjustment Account. If you participate in the Rebalancing Program, the transfers
made under the Program are not taken into account in determining any transfer
fee. You may not participate in the Rebalancing Program and the Dollar Cost
Averaging Program at the same time.

ASSET ALLOCATION PROGRAMS

ULA understands the importance of having available on a continuous basis
advice from a financial adviser regarding your investments in the Contract
(asset allocation program). Certain investment advisers have made arrangements
with us to make their services available to you. ULA has not made any
independent investigation of these advisers and is not endorsing such programs.
You may be required to enter into an advisory agreement with your investment
adviser. You are responsible for the compensation of the adviser you choose.

Under certain asset allocation programs, if you are under age 59 1/2, you
will be billed for the services of the investment adviser. If you are 59 1/2 or
older, ULA will, pursuant to an agreement with you, make a partial withdrawal
from the value of your Contract to pay for the services of the investment
adviser. If the Contract is Non-Qualified, the withdrawal will be treated like
any other distribution and will be includible in gross income for federal tax
purposes and, under certain circumstances, may be subject to a tax penalty.

PERFORMANCE

ULA may periodically advertise performance of the various Portfolios. ULA
will calculate performance by determining the percentage change in the value of
an Accumulation Unit by dividing the increase (decrease) for that unit by the
value of the Accumulation Unit at the beginning of the period. This performance
number reflects the deduction of the insurance charges, the contract maintenance
charge and the expenses of the Portfolio. It does not reflect the deduction of
any applicable contingent deferred sales charge. The deduction of any applicable
contingent deferred sales charge would reduce the percentage increase or make
greater any percentage decrease. Any advertisement will also include average
annual total return figures which reflect the deduction of the insurance
charges, contract maintenance charge, contingent deferred sales charges and the
expenses of the Portfolios.

The Portfolios have been in existence for some time and have investment
performance history. However, the Contracts are relatively new. In order to
demonstrate how the actual investment experience of the Portfolios may affect
your Accumulation Unit values, ULA prepares performance information. The perf-
ormance is based on the performance of the Portfolios, modified to reflect the
charges and expenses of your Contract as if it had been in existence for the
time periods shown. ULA will also provide standardized total return performance
figures for the Accumulation Unit values for the applicable time periods, where
available. The information is based upon the historical experience of the
Portfolios and does not necessarily represent what your investment would earn in
those Portfolios.

From time to time, we may advertise the money market portfolio's yield and
effective yield. ULA may also in the future advertise yield information for one
or more of the other Portfolios. If it does, it will provide you with
information regarding how yield is calculated. More detailed information
regarding how performance is calculated is found in the SAI.

Any performance advertised will be based on historical data and does not
guarantee future results of the Portfolios.

EXPENSES

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

INSURANCE CHARGES

We deduct insurance charges each day. We do this as part of the calculation
of the value of the Accumulation Units. The insurance charges are: 1) the
mortality and expense risk charge and 2) the administrative charge.

Mortality and Expense Risk Charge.

Death Benefit Option 1 (Enhanced Death Benefit Rider). The Mortality and
Expense Risk Charge for Contracts with the Enhanced Death Benefit Rider is
equal, on an annual basis, to 1.52% of the average daily value of the Contract
invested in a Portfolio, after the deduction of expenses.

Death Benefit Option 2 (Standard Death Benefit). The Mortality and Expense
Risk Charge for Contracts with the Standard Death Benefit is equal, on an annual
basis, to 1.25% of the average daily value of the Contract invested in a
Portfolio, after the deduction of expenses.

This charge compensates us for all the insurance benefits provided by your
Contract (for example, the guarantee of annuity rates, the death benefits,
certain expenses related to the Contract, and for assuming the risk (expense
risk) that the current charges will be insufficient in the future to cover the
cost of administering the Contract).

Administrative Charge. This charge is equal, on an annual basis, to .15% of
the average daily value of the Contract invested in a Portfolio, after the
deduction of expenses. This charge, together with the contract maintenance
charge (which is explained below), is for all the expenses associated with the
administration of the Contract. Some of these expenses include: preparation of
the Contract, confirmations, annual reports and statements, maintenance of
Contract records, personnel costs, legal and accounting fees, filing fees, and
computer and systems costs.

CONTRACT MAINTENANCE CHARGE

Every year on the anniversary of the date when your Contract was issued,
ULA deducts $30 from your Contract as a contract maintenance charge. During the
Accumulation Phase, if the value of your Contract is at least $75,000 when the
deduction for the charge is to be made, ULA will not deduct this charge. If you
make a complete withdrawal from your Contract, the contract maintenance charge
will also be deducted. During the Income Phase, no contract maintenance charge
will be deducted. This charge is for administrative expenses (see above) and
cannot be increased.

CONTINGENT DEFERRED SALES CHARGE

Withdrawals may be subject to a contingent deferred sales charge. During
the Accumulation Phase, you can make withdrawals from your Contract (see the
"Withdrawals" section). ULA keeps track of each Purchase Payment you make. The
amount of the contingent deferred sales charge depends upon how long ULA has had
your payment. The charge is calculated at the time of each withdrawal and will
be deducted from the value remaining in your Contract. The charge is:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Number of complete years from receipt of 10 years
Purchase Payment: 0 1 2 3 4 5 6 7 8 9 or more
Contingent Deferred Sales Charge: 8.5% 8.0% 7.5% 7.0% 6.5% 6.0% 5.0% 4.0% 3.0% 2.0% 0%
</TABLE>

However, after ULA has had a Purchase Payment for 10 years, there is no
charge when you withdraw that Purchase Payment. For purposes of the contingent
deferred sales charge, ULA treats withdrawals as coming from the oldest Purchase
Payments first. ULA does not assess the contingent deferred sales charge on any
payments paid out as Annuity Payments or as death benefits.

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

REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

ULA will reduce or eliminate the amount of the contingent deferred sales
charge when the Contract is sold under circumstances which reduce its sales
expenses. Some examples are: if there is a large group of individuals that will
be purchasing the Contract or a prospective purchaser already had a relationship
with ULA. ULA will not deduct a contingent deferred sales charge under a
Contract issued to an officer, director or employee of ULA or any of its
affiliates. Any circumstances resulting in the reduction or elimination of the
contingent deferred sales charge requires our prior approval.

TRANSFER FEE

You can make 12 free transfers every year. We measure a year from the day
we issue your Contract. If you make more than 12 transfers a year, we will
deduct a transfer fee of $25 or 2% of the amount that is transferred, whichever
is less, for each additional transfer.

If the transfer is part of the Dollar Cost Averaging or Rebalancing
Programs, it will not count in determining the transfer fee.

PREMIUM TAXES

Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. ULA is responsible for the payment of these
taxes and will make a deduction from the value of your Contract for them. Some
of these taxes are due when the Contract is issued, others are due when Annuity
Payments begin. It is ULA's current practice to pay any premium taxes when they
become payable to the states. Premium taxes generally range from 0% to 4.0%,
depending on the state.

INCOME TAXES

ULA will deduct from the Contract any income taxes which it may incur
because of the Contract. Currently, ULA is not making any such deductions.

PORTFOLIO EXPENSES

There are deductions from and expenses paid out of the assets of the
various portfolios which are described in the prospectuses for the Portfolios.

TAXES

NOTE: ULA HAS PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL
DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVICE. YOU SHOULD CONSULT
YOUR OWN TAX ADVISER ABOUT YOUR OWN CIRCUMSTANCES. ULA HAS INCLUDED ADDITIONAL
INFORMATION REGARDING TAXES IN THE STATEMENT OF ADDITIONAL INFORMATION.

ANNUITY CONTRACTS IN GENERAL

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

Basically, these rules provide that you will not be taxed on the earnings
on the money held in your annuity Contract until you take the money out. This is
referred to as Tax Deferral. There are different rules regarding how you will be
taxed depending upon how you take the money out and the type of Contract --
Qualified or Non-Qualified (see following sections).

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

When a Non-Qualified Contract is owned by a non-natural person (e.g., a
corporation or certain other entities other than tax-qualified trusts), the
Contract will generally not be treated as an annuity for tax purposes. This
means that the Contract may not receive the benefits of Tax-Deferral. Income may
be taxed as ordinary income every year.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If you purchase the Contract under a Qualified plan, your Contract is
referred to as a Qualified Contract. Examples of Qualified plans are: Individual
Retirement Annuities (IRAs), Tax-Sheltered Annuities (sometimes referred to as
403(b) Contracts), H.R. 10 Plans (sometimes referred to as Keogh Plans), pension
and profit-sharing plans, which include 401(k) plans and Section 457 Deferred
Compensation Plans.

If you do not purchase the Contract under a Qualified plan, your Contract
is referred to as a Non-Qualified Contract.

WITHDRAWALS -- NON-QUALIFIED CONTRACTS

If you make a withdrawal from your Contract, the Code treats such a
withdrawal as first coming from earnings and then from your Purchase Payments.
In most cases, such withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity contract
which is included in income may be subject to a tax penalty. The amount of the
penalty is equal to 10% of the amount that is includible in income. Some
withdrawals will be exempt from the penalty. They include any amounts: (1) paid
on or after the taxpayer reaches age 59 1/2; (2) paid after you die; (3) paid if
the taxpayer becomes totally disabled (as that term is defined in the Code); (4)
paid in a series of substantially equal payments made annually (or more
frequently) for the life or life expectancy of the taxpayer; (5) paid under an
immediate annuity; or (6) which come from purchase payments made prior to August
14, 1982.

WITHDRAWALS -- QUALIFIED CONTRACTS

The above information describing the taxation of Non-Qualified Contracts
does not apply to Qualified Contracts. There are special rules that govern
Qualified Contracts. A more complete discussion of withdrawals from Qualified
Contracts is contained in the Statement of Additional Information.

WITHDRAWALS -- TAX-SHELTERED ANNUITIES

The Code limits the withdrawal of purchase payments made by owners from
certain Tax-Sheltered Annuities. Withdrawals can only be made when an owner: (1)
reaches age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled (as
that term is defined in the Code); or (5) in the case of hardship. However, in
the case of hardship, the owner can only withdraw the purchase payments and not
any earnings.

DIVERSIFICATION

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

Neither the Code nor the Internal Revenue Service Regulations issued to
date provide guidance as to the circumstances under which you, because of the
degree of control you exercise over the underlying investments, and not ULA
would be considered the owner of the shares of the Portfolios. If this occurs,
it will result in the loss of the favorable tax treatment for the Contract. It
is unknown to what extent under federal tax law Contract Owners are permitted to
select Portfolios, to make transfers among the Portfolios or the number and type
of Portfolios Owners may select from. If any guidance is provided which is
considered a new position, then the guidance would generally be applied
prospectively. However, if such guidance is considered not to be a new position,
it may be applied retroactively. This would mean that you, as the Owner of the
Contract, could be treated as the owner of the Portfolios.

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

WITHDRAWALS

You can have access to the money in your Contract: (1) by making a
withdrawal (either a partial or a total withdrawal); (2) by receiving Annuity
Payments; or (3) when a death benefit is paid to your Beneficiary. Withdrawals
can only be made during the Accumulation Phase.

When you make a complete withdrawal you will receive the value of the
Contract on the day you made the withdrawal less any applicable contingent
deferred sales charge, less any premium tax and less any contract maintenance
charge. (See "Expenses" for a discussion of the charges.) A partial withdrawal
is taken first from the value of the Contract for which the free withdrawal
provision applies and then from the value for which there is no waiver.

Any partial withdrawal must be for at least $500 (unless it is made under
the Systematic Withdrawal Program, see below). Unless you tell us otherwise,
partial withdrawals will be made pro-rata from the Portfolios. ULA requires that
after you make a partial withdrawal the value of your Contract must be at least
$2,000 and the value of any Account must be at least $500. A partial withdrawal
from the Fixed Account or the Interest Adjustment Account is made first from the
one year Fixed Account Guarantee Period and then next from the Guarantee Period
of the shortest remaining duration and then from the Guarantee Period with the
earliest effective date where the Guarantee Periods are of the same duration. A
withdrawal from the Interest Adjustment Account may be subject to an adjustment.

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

There are limits to the amount you can withdraw from a Qualified plan
referred to as a 403(b) plan. For a more complete explanation see -- Taxes and
the discussion in the SAI.

SYSTEMATIC WITHDRAWAL PROGRAM

If the value of your Contract is at least $12,000, ULA offers a Program
which provides automatic periodic payments to you each year. Systematic
withdrawals can be made at any time, including during the first year. You can
instruct us how much you want to withdraw under the Program as long as each
payment is at least $100. You may terminate systematic withdrawals by giving us
thirty (30) days prior written notice. We do not currently charge for systematic
withdrawals but reserve the right to charge for them in the future. The
contingent deferred sales charge may apply to systematic withdrawals (see
"Expenses"). Systematic withdrawals are available for Qualified and
Non-Qualified Contracts.

INCOME TAXES AND TAX PENALTIES MAY APPLY TO SYSTEMATIC WITHDRAWALS.

SUSPENSION OF PAYMENTS OR TRANSFERS

ULA may be required to suspend or postpone payments for withdrawals or
transfers for any period when:

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

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

3. an emergency exists as a result of which disposal of the Portfolio
shares is not reasonably practicable or ULA cannot reasonably value the
Portfolio shares;

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

ULA has reserved the right to defer payment for a withdrawal or transfer
from the Fixed Account or the Interest Adjustment Account for the period
permitted by law but not for more than six months.

DEATH BENEFIT

Upon Your Death

If you die during the Accumulation Phase, ULA will pay a death benefit to
your Beneficiary (see below). No death benefit is paid during the Income Phase.
If you have a Joint Owner, and the Joint Owner dies, the surviving Owner will be
considered the primary Beneficiary. Any other Beneficiary designation on record
at the time of death will be treated as a contingent Beneficiary. Joint Owners
must be spouses.

Death Benefit

You can select Death Benefit Option 1 (Enhanced Death Benefit Rider) or
Death Benefit Option 2 (Standard Death Benefit). If you bought your Contract
before May 1, 1998, your Contract has Death Benefit Option 1 (Enhanced Death
Benefit Rider). On your next Contract anniversary after May 1, 1998, you can
make a one time only election to choose Death Benefit Option 2 (Standard Death
Benefit).

Death Benefit Option 1 (Enhanced Death Benefit Rider)

If you select Death Benefit Option 1, the death benefit will be the value
of your Contract in the Fixed Account and the Interest Adjustment Account plus
the greatest of:

(a) the value of your Contract invested in the Portfolios as of the date
ULA receives proof of death and an election for the method of payment; or

(b) the Purchase Payments you have made which are invested in the
Portfolios, less any money taken out and transfers from the Portfolios (and
related contingent deferred sales charges and transfer fees) (referred to as
"net purchase payments"), increased by 6% per year up to the first Contract
anniversary after your 75th birthday (up to a maximum of two times the net
purchase payment); or

(c) the highest reset value up to the date of death. The reset value is the
value of your Contract invested in the Portfolios on each 10th Contract
anniversary prior to your 85th birthday, plus Purchase Payments you have made
after such Contract anniversary and invested in the Portfolios, less any money
taken out and transfers from the Portfolios after such anniversary and any
related contingent deferred sales charges and transfer fees.

Death Benefit Option 2 (Standard Death Benefit)

If you select Death Benefit Option 2, the death benefit will be the greater
of:

(a) the Purchase Payments you have made, less any money you have taken out
and related contingent deferred sales charges; or

(b) the value of your Contract on the date we receive both proof of death
and an election for the payment method.

A Beneficiary may request that the death benefit be paid in one of the
following ways: (1) lump sum payment of the death benefit; (2) payment of the
entire death benefit within 5 years of the date of death; or (3) payment of the
death benefit under an Annuity Option. The death benefit payable under an
Annuity Option must be paid over the Beneficiary's lifetime or for a period not
extending beyond the Beneficiary's life expectancy. Payment must begin within
one year of the date of death. Any portion of the death benefit not applied
under (3) above within one year of the date of the Owner's death must be
distributed within five years of the date of death.

If the Beneficiary is the spouse of the Owner, he/she can choose to
continue the Contract in his/her own name at the then current value, elect a
lump sum payment of the death benefit or apply the death benefit to an Annuity
Option. Payment to the Beneficiary, other than in a lump sum, may only be
elected during the sixty-day period beginning with the date we receive proof of
death. If a lump sum payment is elected and all the necessary requirements are
met, the payment will be made within seven days.

If you (or any Joint Owner) die during the Income Phase and you are not the
Annuitant, any payments which are remaining under the Annuity Option selected
will continue at least as rapidly as they were being paid at your death. If you
die during the Income Phase, the Beneficiary becomes the Owner.

Death of Annuitant

If the Annuitant, who is not an Owner or Joint Owner, dies during the
Accumulation Phase, you can name a new Annuitant. If a new Annuitant is not
named within 30 days of the death of the Annuitant, you will become the
Annuitant. However, if the Owner is a non-natural person (e.g., a corporation),
then the death of the Annuitant will be treated as the death of the Owner, and a
new Annuitant may not be named.

If the Annuitant dies after Annuity Payments have begun, the remaining
amounts payable, if any, will be as provided for in the Annuity Option selected.
The remaining amounts payable will be paid to the Owner at least as rapidly as
they were being paid at the Annuitant's death.

OTHER INFORMATION

ULA

United Life & Annuity Insurance Company (ULA), 8545 United Plaza Boulevard,
Baton Rouge, Louisiana 70809-2264, is a stock life insurance company domiciled
in Louisiana and organized in 1955. ULA is authorized to conduct business in 47
states, the District of Columbia and Puerto Rico. On July 24, 1996, Pacific Life
and Accident Insurance Company (PLAIC) acquired one hundred percent ownership of
ULA. PLAIC is a wholly-owned subsidiary of PennCorp Financial Group, Inc.
(PennCorp). PennCorp is a publicly-traded insurance holding company, the
principal subsidiaries of which are insurance companies.

THE SEPARATE ACCOUNT

ULA established a separate account, United Life & Annuity Separate Account
One (Separate Account), to hold the assets that underlie the Contracts. Prior to
May 1, 1997, the Separate Account was known as United Companies Separate Account
One. Our Board of Directors adopted a resolution to establish the Separate
Account under Louisiana insurance law on November 2, 1994. ULA has registered
the Separate Account with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. The Separate Account
is divided into sub-accounts. Each sub-account invests in a portfolio.

The assets of the Separate Account are held in ULA's name on behalf of the
Separate Account and legally belong to ULA. However, those assets that underlie
the Contracts, are not chargeable with liabilities arising out of any other
business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from these assets are credited to or charged against the
Contracts and not against any other Contracts we may issue.

DISTRIBUTION

United Variable Services, Inc. (UVS), 8545 United Plaza Boulevard, Baton
Rouge, Louisiana 70809-2264, acts as the distributor of the Contracts. UVS is a
wholly-owned subsidiary of ULA. Commissions will be paid to broker-dealers who
sell the Contracts.

FINANCIAL STATEMENTS

The financial statements of ULA and the Separate Account have been included
in the Statement of Additional Information.

APPENDIX - CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUES

The following schedule includes Accumulation Unit values for the periods
indicated. This data has been taken from the Separate Account's financial
statements. This information should be read in conjunction with the Separate
Account's financial statements and related notes thereto which appear in the
Statement of Additional Information. The unit values below reflect asset-based
charges for Contracts with Death Benefit Option 1. Death Benefit Option 2 was
not available until May 1, 1998.

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
COMMENCEMENT COMMENCEMENT
DATE OF OF OPERATIONS OR OF OPERATIONS
COMMENCEMENT FOR YEAR ENDED FOR YEAR ENDED THROUGH
OF OPERATIONS 12-31-97 12-31-96 12-31-95
------------- ---------------- -------------
<S> <C> <C> <C> <C>
ALGER AMERICAN GROWTH SUB-ACCOUNT
Unit value at beginning of period......................... 12/15/95 $______ $ 10.05 $ 10.00
Unit value at end of period............................... $______ $ 11.21 $ 10.05
Number of units outstanding at end of period.............. ______ 223,099 6,521
DREYFUS STOCK INDEX SUB-ACCOUNT
Unit value at beginning of period......................... 12/15/95 $______ $ 10.15 $ 10.00
Unit value at end of period............................... $______ $ 12.24 $ 10.15
Number of units outstanding at end of period.............. ______ 161,011 4,041
DREYFUS GROWTH AND INCOME SUB-ACCOUNT
Unit value at beginning of period......................... 1/2/96 $______ $ 10.48 N/A
Unit value at end of period............................... $______ $ 12.44
Number of units outstanding at end of period.............. _______ 109,336
FEDERATED HIGH INCOME BOND FUND II SUB-ACCOUNT
Unit value at beginning of period......................... 12/15/95 $______ $ 10.16 $ 10.00
Unit value at end of period............................... $______ $ 11.42 $ 10.16
Number of units outstanding at end of period.............. ______ 163,448 456
FEDERATED UTILITY FUND II SUB-ACCOUNT
Unit value at beginning of period......................... 2/21/96 $_______ $ 10.30 N/A
Unit value at end of period............................... $______ $ 11.30
Number of units outstanding at end of period.............. ______ 37,035
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II SUB-ACCOUNT
Unit value at beginning of period......................... 1/2/96 $______ $ 10.14 N/A
Unit value at end of period............................... $______ $ 10.39
Number of units outstanding at end of period.............. ______ 22,384
MFS EMERGING GROWTH SUB-ACCOUNT
Unit value at beginning of period......................... 12/15/95 $______ $ 10.19 $ 10.00
Unit value at end of period............................... $______ $ 11.73 $ 10.19
Number of units outstanding at end of period.............. ______ 199,515 100
MFS TOTAL RETURN SUB-ACCOUNT
Unit value at beginning of period......................... 12/15/95 $______ $ 10.25 $ 10.00
Unit value at end of period............................... $______ $ 11.52 $ 10.25
Number of units outstanding at end of period.............. ______ 121,925 2,346
SCUDDER MONEY MARKET SUB-ACCOUNT
Unit value at beginning of period......................... 11/28/95 $______ $ 10.04 $ 10.00
Unit value at end of period............................... $______ $ 10.37 $ 10.04
Number of units outstanding at end of period.............. ______ 210,903 7,407
SCUDDER INTERNATIONAL SUB-ACCOUNT
Unit value at beginning of period......................... 12/15/95 $______ $ 10.11 $ 10.00
Unit value at end of period............................... $______ $ 11.42 $ 10.11
Number of units outstanding at end of period.............. ______ 101,078 6
VAN ECK WORLDWIDE HARD ASSETS SUB-ACCOUNT
Unit value at beginning of period......................... 1/2/96 $______ $ 10.14 N/A
Unit value at end of period............................... $______ $ 11.77
Number of units outstanding at end of period.............. ______ 7,122
</TABLE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<S> <C>
Company..................................................... 3
Independent Auditors........................................ 3
Legal Opinions.............................................. 4
Distributor................................................. 4
Reduction or Elimination of the Contingent Deferred Sales
Charge.................................................... 4
Yield Calculation For Money Market Portfolio................ 4
Performance Information..................................... 5
Tax Status.................................................. 7
Annuity Provisions.......................................... 14
Financial Statements........................................ 14
</TABLE>

Please send me, at no charge, the Statement of Additional Information dated May
1, 1998 for the SpectraDirect Fixed and Variable Annuity Contract issued by
United Life & Annuity Insurance Company.

(Please print or type and fill in all information)

----------------------------------------------------------------------
Name

----------------------------------------------------------------------
Address

----------------------------------------------------------------------
City State Zip Code

ULV-AD-4009SD (5/97)

<TABLE>
<S> <C>
- -------------------------------------- -------------------
- -------------------------------------- Put stamp here
- -------------------------------------- The Post Office will
not deliver mail
without postage.
-------------------
</TABLE>

United Life & Annuity Insurance Company
Attn: Customer Service Dept.
P.O. Box 260100
Baton Rouge, LA 70826-0100

This prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. No person is authorized to make any
representations in connection with this offering, other than those contained in
this prospectus.

Issued by:

UNITED LIFE & ANNUITY INSURANCE COMPANY
A Member of the PennCorp Financial Group of Companies

PO Box 260100, Baton Rouge, LA 70826-0100
8545 United Plaza Blvd, Baton Rouge, LA 70809-2264

Distributed by United Variable Services, Inc., Member NASD

PART B

STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL AND GROUP FIXED AND VARIABLE DEFERRED
ANNUITY CONTRACTS

ISSUED BY

UNITED LIFE & ANNUITY SEPARATE ACCOUNT ONE

AND

UNITED LIFE & ANNUITY INSURANCE COMPANY

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1998, FOR THE INDIVIDUAL
AND GROUP FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS WHICH ARE REFERRED TO
HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL OR WRITE THE
COMPANY AT: UNITED LIFE & ANNUITY INSURANCE COMPANY, P.O. BOX 260100, BATON
ROUGE, LOUISIANA 70826-0100, (800) 825-7568.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1998.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Company..................................................... 1
Independent Auditors........................................ 1
Legal Opinions.............................................. 1
Distributor................................................. 1
Reduction or Elimination of the Contingent Deferred Sales
Charge.................................................... 2
Yield Calculation For Money Market Portfolio................ 2
Performance Information..................................... 2
Tax Status.................................................. 5
Annuity Provisions.......................................... 10
Financial Statements........................................ 10
</TABLE>

COMPANY

United Life & Annuity Insurance Company ("ULA" or the "Company") is a stock
life insurance company domiciled in Louisiana and organized in 1955. ULA is
licensed to do business in 47 states, the District of Columbia and Puerto Rico.
On or about May 1, 1997, ULA changed its name from United Companies Life
Insurance Company to its present name.

On July 24, 1996, Pacific Life and Accident Insurance Company ("PLAIC")
acquired one hundred percent ownership of the Company from United Companies
Financial Corporation ("UCFC"), including its wholly-owned subsidiary United
Variable Services, Inc., a registered broker-dealer which acts as the principal
underwriter of the Contracts issued by the Company (the "Acquisition").

Under the terms of the Acquisition, the sales price was comprised of cash,
estimated, as of January 30, 1996, to be $109 million, and real estate and other
assets owned by the Company to be distributed to UCFC prior to the acquisition.
The real estate to be distributed included portions of the United Plaza office
park, including UCFC's home office. In addition, UCFC purchased a convertible
promissory note from an affiliate of the purchaser for $15 million in cash. The
purchaser also agreed that the Company would continue to be an investor in first
lien home equity loans originated by UCFC's lending operations and that the
purchaser would use commercially reasonable efforts to maintain the Company's
home office operations in its present location in Baton Rouge, Louisiana
following the closing for at least two years.

PLAIC is a Texas domestic life insurance company, formed on May 31, 1985.
PLAIC is a wholly-owned life insurance subsidiary of PennCorp Financial Group,
Inc. ("PennCorp") and acts as the holding company for the stock of Pennsylvania
Life Insurance Company and Professional Insurance Corporation.

PennCorp is a publicly-traded insurance holding company the principal
subsidiaries of which are insurance companies with operations throughout the
United States and Canada, the executive offices of which are located in Baton
Rouge, Louisiana, Raleigh, North Carolina, Jacksonville, Florida, Waco, Texas
and Toronto, Canada.

INDEPENDENT AUDITORS

The consolidated financial statements and financial statement schedules of
United Companies Life Insurance Company and subsidiary as of December 31, 1996
and for the periods from July 24, 1996 to December 31, 1996 (Successor period)
and from January 1, 1996 to July 23, 1996 (Predecessor period) and the financial
statements of United Companies Separate Account One as of December 31, 1996 and
for the year then ended have been audited by ,independent auditors, as stated in
their reports appearing herein.

The financial statements of United Companies Life Insurance Company and
subsidiary as of December 31, 1995 and for each of the two years in the period
ended December 31, 1995 included in this Statement of Additional Information
have been audited by ,independent auditors, as stated in their report appearing
herein.

LEGAL OPINIONS

Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided
advice on certain matters relating to the federal securities and income tax laws
in connection with the Contracts.

DISTRIBUTOR

United Variable Services, Inc., a wholly-owned subsidiary of the Company,
acts as the distributor. The offering is on a continuous basis.

REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

The amount of the Contingent Deferred Sales Charge on the Contracts may be
reduced or eliminated when sales of the Contracts are made to individuals or to
a group of individuals in a manner that results in savings of sales expenses.
The entitlement to a reduction of the Contingent Deferred Sales Charge will be
determined by the Company after examination of the following factors: 1) the
size of the group; 2) the total amount of purchase payments expected to be
received from the group; 3) the nature of the group for which the Contracts are
purchased, and the persistency expected in that group; 4) the purpose for which
the Contracts are purchased and whether that purpose makes it likely that
expenses will be reduced; and 5) any other circumstances which the Company
believes to be relevant to determining whether reduced sales or administrative
expenses may be expected. None of the reductions in charges for sales is
contractually guaranteed.

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

YIELD CALCULATION FOR MONEY MARKET PORTFOLIO

The Money Market Portfolio will calculate its current yield based upon the
seven days ended on the date of calculation. For the seven calendar days ended
December 31, 1997, the annualized yield of the Money Market Portfolio was
_____%.

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

The Money Market Portfolio computes its effective compound yield according
to the method prescribed by the Securities and Exchange Commission. The
effective yield reflects the reinvestment of net income earned daily on Money
Market Portfolio assets. For the seven calendar days ended December 31, 1997,
the effective yield of the Money Market Portfolio was ______%.

As of December 31, 1997, the yield calculations reflect only the charges of
Contracts with Death Benefit Option 1 (Enhanced Death Benefit Rider). The
Company will also present yield calculations which reflect Contracts with Death
Benefit Option 2 (Standard Death Benefit).

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

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

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

PERFORMANCE INFORMATION

From time to time, the Company may advertise performance data as described
in the Prospectus. Any such advertisement will include total return figures for
the time periods indicated in the advertisement. There will be different total
return figures. One set will reflect the deduction of a 1.52% Mortality and
Expense Risk Charge, a .15% Administrative Charge, the expenses for the under-
lying Portfolio being advertised and any applicable Contract Maintenance Charge.
Another set will reflect the deduction of a 1.25% Mortality and Expense Risk
Charge, a .15% Administrative Charge, the expenses of the underlying Portfolio
being advertised and any applicable Contract Maintenance Charge. Any such
advertisement will also include average annual total returns for the time
periods indicated in the advertisement and will reflect the deduction of the
Mortality and Expense Risk Charge, the Administrative Charge, the Contract
Maintenance Charge, the Contingent Deferred Sales Charge and the expenses for
the under- lying Portfolio being advertised.

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

n
P (1 + T) = ERV

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

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

Yield = 2 [(a - b + 1)(6) -1]
-------
cd

Where: a = Net investment income earned during the period by the
Portfolio attributable to shares owned by the Sub-Account.
b = Expenses accrued for the period (net of reimbursements).
c = The average daily number of Accumulation Units outstanding
during the period.
d = The maximum offering price per Accumulation Unit on the last
day of the period.

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

PERFORMANCE INFORMATION

The Sub-Accounts of the Separate Account are relatively new and therefore
have little or no meaningful investment performance history. However, the
corresponding Portfolios have been in existence for some time and consequently
have investment performance history. In order to demonstrate how the actual
investment experience of the Portfolios affects Accumulation Unit values, the
following performance information was developed. The information is based upon
the historical experience of the Portfolios and is for the periods shown. There
is also standardized performance shown based on the historical performance of
the Portfolios for the periods commencing from the date on which a Sub-Account
first invested in the Portfolio (Chart 5 below).

Actual performance will vary and the results shown are not necessarily
representative of future results. Performance for periods ending after those
shown may vary substantially from the examples shown below. Charts 1 and 3 below
show the performance of the Accumulation Units calculated for a specified period
of time assuming an initial Purchase Payment of $1,000 allocated to each
Portfolio and a deduction of all charges and deductions (see "Expenses" in the
Prospectus for more information). Charts 2 and 4 below are identical to Charts 1
and 3 respectively except that they do not reflect the deduction of the
Contingent Deferred Sales Charge ("CDSC"). Charts 1 and 2 reflect a mortality
and expense risk charge for Contracts with the Death Benefit Option 1 and Charts
3 and 4 reflect a mortality and expense risk charge for Contracts with Death
Benefit Option 2. The performance figures in all the charts also reflect the
actual fees and expenses paid by the Portfolio. The percentage increases are
determined by subtracting the initial Purchase Payment from the ending value and
dividing the remainder by the beginning value.

For the Periods Ended 12/31/97:

CHART 1

(reflects the deduction of all fees and expenses for Contracts with Death
Benefit Option 1 )

<TABLE>
<CAPTION>
PORTFOLIO
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
------ ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Alger American Growth..................... 1/9/89
Dreyfus Growth and Income................. 5/2/94
Dreyfus Stock Index....................... 9/29/89
Federated High Income Bond II............. 3/1/94
Federated Fund for U.S. Government
Securities II........................... 3/28/94
Federated Utility II...................... 2/10/94
MFS Emerging Growth....................... 7/24/95
MFS Total Return.......................... 1/3/95
Scudder International..................... 5/1/87
Van Eck Worldwide Hard Assets............. 9/1/89
</TABLE>

CHART 2
(reflects the deduction of all fees and expenses, except the CDSC,
for Contracts with Death Benefit Option 1)

<TABLE>
<CAPTION>
PORTFOLIO
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
------ ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Alger American Growth...................... 1/9/89
Dreyfus Growth and Income.................. 5/2/94
Dreyfus Stock Index........................ 9/29/89
Federated High Income Bond II.............. 3/1/94
Federated Fund for U.S. Government
Securities II............................ 3/28/94
Federated Utility II....................... 2/10/94
MFS Emerging Growth........................ 7/24/95
MFS Total Return........................... 1/3/95
Scudder International...................... 5/1/87
Van Eck Worldwide Hard Assets.............. 9/1/89
</TABLE>

CHART 3
(reflects the deduction of all fees and expenses for Contracts
with Death Benefit Option 2)

<TABLE>
<CAPTION>
PORTFOLIO
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
------ ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Alger American Growth...................... 1/9/89
Dreyfus Growth and Income.................. 5/2/94
Dreyfus Stock Index........................ 9/29/89
Federated High Income Bond II.............. 3/1/94
Federated Fund for U.S. Government
Securities II............................ 3/28/94
Federated Utility II....................... 2/10/94
MFS Emerging Growth........................ 7/24/95
MFS Total Return........................... 1/3/95
Scudder International...................... 5/1/87
Van Eck Worldwide Hard Assets.............. 9/1/89
</TABLE>

CHART 4
(reflects the deduction of all fees and expenses, except the
CDSC, for Contracts with the Death Benefit Option 2)

<TABLE>
<CAPTION>
PORTFOLIO
SINCE INCEPTION
1 YEAR 3 YEARS 5 YEARS INCEPTION DATE
------ ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Alger American Growth...................... 1/9/89
Dreyfus Growth and Income.................. 5/2/94
Dreyfus Stock Index........................ 9/29/89
Federated High Income Bond II.............. 3/1/94
Federated Fund for U.S. Government
Securities II............................ 3/28/94
Federated Utility II....................... 2/10/94
MFS Emerging Growth........................ 7/24/95
MFS Total Return........................... 1/3/95
Scudder International...................... 5/1/87
Van Eck Worldwide Hard Assets.............. 9/1/89
</TABLE>

CHART 5

Average Annual Total Return for Periods Ending 12/31/97 for Contracts with
Death Benefit Option 1:

<TABLE>
<CAPTION>
SEPARATE
ACCOUNT
INCEPTION
SINCE DATE IN
1 YEAR 5 YEARS INCEPTION PORTFOLIO
------ ------- --------- ---------
<S> <C> <C> <C> <C>
Dreyfus Growth and Income................... ________
Alger American Growth....................... 12/15/95
Dreyfus Stock Index......................... 12/15/95
Federated High Income Bond Fund II.......... 12/15/95
Federated Fund for U.S. Government
Securities II............................. ________
Federated Utility II........................ ________
MFS Emerging Growth......................... 12/15/95
MFS Total Return............................ 12/15/95
Scudder International....................... 12/15/95
Van Eck Worldwide Hard Asset................ ________
</TABLE>

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

TAX STATUS

NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING
OF CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE
COMPANY CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE
MADE. PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE
POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF
THE CONTRACTS. PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE
TREATED AS "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE
FURTHER UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT
SPECIAL RULES NOT DESCRIBED HEREIN MAY BE APPLICABLE IN CERTAIN SITUATIONS.
MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX
LAWS.

GENERAL

Section 72 of the Code governs taxation of annuities in general. An Owner
is not taxed on increases in the value of a Contract until distribution occurs,
either in the form of a lump sum payment or as annuity payments under the
Annuity Option elected. For a lump sum payment received as a total surrender
(total redemption) or death benefit, the recipient is taxed on the portion of
the payment that exceeds the cost basis of the Contract. For Non-Qualified
Contracts, this cost basis is generally the purchase payments, while for
Qualified Contracts there may be no cost basis. The taxable portion of the lump
sum payment is taxed at ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion
amount is includible in taxable income. The exclusion amount for payments based
on a fixed annuity option is determined by multiplying the payment by the ratio
that the cost basis of the Contract (adjusted for any period certain or refund
feature) bears to the expected return under the Contract. Payments received
after the investment in the Contract has been recovered (i.e. when the total of
the excludible amounts equals the investment in the Contract) are fully taxable.
The taxable portion is taxed at ordinary income rates. For certain types of
Qualified Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Owners, Annuitants and Beneficiaries under the Contracts
should seek competent financial advice about the tax consequences of any
distributions.

The Company is taxed as a life insurance company under the Code. For
federal income tax purposes, the Separate Account is not a separate entity from
the Company, and its operations form a part of the Company.

DIVERSIFICATION

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not adequately
diversified in accordance with regulations prescribed by the United States
Treasury Department ("Treasury Department"). Disqualification of the Contract as
an annuity contract would result in imposition of federal income tax to the
Contract Owner with respect to earnings allocable to the Contract prior to the
receipt of payments under the Contract. The Code contains a safe harbor
provision which provides that annuity contracts such as the Contracts meet the
diversification requirements if, as of the end of each quarter, the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five percent (55%) of the total assets consist of cash, cash
items, U.S. government securities and securities of other regulated investment
companies.

On March 2, 1989, the Treasury Department issued regulations (Treas. Reg.
1.817-5) which established diversification requirements for the investment
portfolios underlying variable contracts such as the Contracts. The regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor provision described above.
Under the regulations, an investment portfolio will be deemed adequately
diversified if: (1) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (2) no more than 70% of the
value of the total assets of the portfolio is represented by any two
investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.

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

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

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

The amount of Owner control which may be exercised under the Contract is
different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the policy
owner was not the owner of the assets of the separate account. It is unknown
whether these differences, such as the Owner's ability to transfer among
investment choices or the number and type of investment choices available, would
cause the Owner to be considered as the owner of the assets of the Separate
Account resulting in the imposition of federal income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

In the event any forthcoming guidance or ruling is considered to set forth
a new position, such guidance or ruling will generally be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the Owner
being retroactively determined to be the owner of the assets of the Separate
Account.

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

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are
issued within a calendar year period to the same contract owner by one company
or its affiliates are treated as one annuity contract for purposes of
determining the tax consequences of any distribution. Such treatment may result
in adverse tax consequences, including more rapid taxation of the distributed
amounts from such combination of contracts. Owners should consult a tax adviser
prior to purchasing more than one non-qualified annuity contract in any calendar
year period.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under Section 72(u) of the Code, the investment earnings on purchase
payments for the Contracts will be taxed currently to the Owner if the Owner is
a non-natural person, e.g., a corporation or certain other entities. Such
Contracts generally will not be treated as annuities for federal income tax
purposes. However, this treatment is not applied to Contracts held by a trust or
other entity as an agent for a natural person nor to Contracts held by qualified
plans. Purchasers should consult their own tax counsel or other tax adviser
before purchasing a Contract to be owned by a non-natural person.

TAX TREATMENT OF ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable event. Owners should
therefore consult competent tax advisers should they wish to assign or pledge
their Contracts.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross
income of the Owner are subject to federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic payments. However, the Owner, in most cases, may
elect not to have taxes withheld or to have withholding done at a different
rate.

Effective January 1, 1993, certain distributions from retirement plans
qualified under Section 401 or Section 403(b) of the Code, which are not
directly rolled over to another eligible retirement plan or individual
retirement account or individual retirement annuity, are subject to a mandatory
20% withholding for federal income tax. The 20% withholding requirement
generally does not apply to: (a) a series of substantially equal payments made
at least annually for the life or life expectancy of the participant or joint
and last survivor expectancy of the participant and a designated beneficiary, or
for a specified period of 10 years or more; (b) distributions which are required
minimum distributions; or (c) the portion of the distributions not includible in
gross income (i.e. returns of after-tax contributions). Participants should
consult their own tax counsel or other tax adviser regarding withholding
requirements.

TAX TREATMENT OF WITHDRAWALS -- NON-QUALIFIED CONTRACTS

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the contract value exceeds the aggregate purchase
payments made, any amount withdrawn will be treated as coming first from the
earnings and then, only after the income portion is exhausted, as coming from
the principal. Withdrawn earnings are includible in gross income. It further
provides that a ten percent (10%) penalty will apply to the income portion of
any distribution. However, the penalty is not imposed on amounts received: (a)
after the taxpayer reaches age 59 1/2; (b) after the death of the Owner; (c) if
the taxpayer is totally disabled (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (d) in a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer or for the joint lives (or joint life expectancies)
of the taxpayer and his Beneficiary; (e) under an immediate annuity; or (f)
which are allocable to purchase payments made prior to August 14, 1982.

The above information does not apply to Qualified Contracts. However,
separate tax withdrawal penalties and restrictions may apply to such Qualified
Contracts. (See "Tax Treatment of Withdrawals -- Qualified Contracts.")

QUALIFIED PLANS

The Contracts offered by the Prospectus are designed to be suitable for use
under various types of Qualified Plans. Because of the minimum purchase payment
requirements, these Contracts may not be appropriate for some periodic payment
retirement plans. Taxation of participants in each Qualified Plan varies with
the type of plan and terms and conditions of each specific plan. Owners,
Annuitants and Beneficiaries are cautioned that benefits under a Qualified Plan
may be subject to the terms and conditions of the plan regardless of the terms
and conditions of the Contracts issued pursuant to the plan. Some retirement
plans are subject to distribution and other requirements that are not
incorporated into the Company's administrative procedures. Owners, participants
and Beneficiaries are responsible for determining that contributions,
distributions and other transactions with respect to the Contracts comply with
applicable law. Following are general descriptions of the types of Qualified
Plans with which the Contracts may be used. Such descriptions are not exhaustive
and are for general informational purposes only. The tax rules regarding
Qualified Plans are very complex and will have differing applications, depending
on individual facts and circumstances. Each purchaser should obtain competent
tax advice prior to purchasing a Contract issued under a Qualified Plan.

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee
v. Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection with
Qualified Plans will utilize annuity tables which do not differentiate on the
basis of sex. Such annuity tables will also be available for use in connection
with certain non-qualified deferred compensation plans.

Contracts issued pursuant to Qualified Plans include special provisions
restricting Contract provisions that may otherwise be available and described in
this Statement of Additional Information. Generally, Contracts issued pursuant
to Qualified Plans are not transferable except upon surrender or annuitization.
Various penalty and excise taxes may apply to contributions or distributions
made in violation of applicable limitations. Furthermore, certain withdrawal
penalties and restrictions may apply to surrenders from Qualified Contracts.
(See "Tax Treatment of Withdrawals -- Qualified Contracts.")

a. H.R. 10 Plans

Section 401 of the Code permits self-employed individuals to establish
Qualified Plans for themselves and their employees, commonly referred to as
"H.R. 10" or "Keogh" plans. Contributions made to the Plan for the benefit of
the employees will not be included in the gross income of the employees until
distributed from the Plan. The tax consequences to participants may vary,
depending upon the particular Plan design. However, the Code places limitations
and restrictions on all Plans, including on such items as: amounts of allowable
contributions; form, manner and timing of distributions; transferability of
benefits; vesting and nonforfeitability of interests; nondiscrimination in
eligibility and participation; and the tax treatment of distributions,
withdrawals and surrenders. (See "Tax Treatment of Withdrawals -- Qualified
Contracts.") Purchasers of Contracts for use with an H.R. 10 Plan should obtain
competent tax advice as to the tax treatment and suitability of such an
investment.

b. Tax-Sheltered Annuities

Section 403(b) of the Code permits the purchase of "tax-sheltered
annuities" by public schools and certain charitable, educational and scientific
organizations described in Section 501(c)(3) of the Code. These qualifying
employers may make contributions to the Contracts for the benefit of their
employees. Such contributions are not includible in the gross income of the
employee until the employee receives distributions from the Contract. The amount
of contributions to the tax-sheltered annuity is limited to certain maximums
imposed by the Code. Furthermore, the Code sets forth additional restrictions
governing such items as transferability, distributions, nondiscrimination and
withdrawals. (See "Tax Treatment of Withdrawals -- Qualified Contracts" and
"Tax-Sheltered Annuities -- Withdrawal Limitations.") Employee loans are not
allowed under these Contracts. Any employee should obtain competent tax advice
as to the tax treatment and suitability of such an investment.

c. Individual Retirement Annuities

Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which may be deductible from the individual's gross income. These IRAs are
subject to limitations on eligibility, contributions, transferability and
distributions. (See "Tax Treatment of Withdrawals -- Qualified Contracts.")
Under certain conditions, distributions from other IRAs and other Qualified
Plans may be rolled over or transferred on a tax-deferred basis into an IRA.
Sales of Contracts for use with IRAs are subject to special requirements imposed
by the Code, including the requirement that certain informational disclosure be
given to persons desiring to establish an IRA. Purchasers of Contracts to be
qualified as Individual Retirement Annuities should obtain competent tax advice
as to the tax treatment and suitability of such an investment.

d. Corporate Pension and Profit-Sharing Plans

Sections 401(a) and 401(k) of the Code permit corporate employers to
establish various types of retirement plans for employees. These retirement
plans may permit the purchase of the Contracts to provide benefits under the
Plan. Contributions to the Plan for the benefit of employees will not be
includible in the gross income of the employee until distributed from the Plan.
The tax consequences to participants may vary, depending upon the particular
Plan design. However, the Code places limitations and restrictions on all Plans,
including on such items as: amount of allowable contributions; form, manner and
timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. Participant loans are not allowed under the Contracts purchased in
connection with these Plans. (See "Tax Treatment of Withdrawals -- Qualified
Contracts.") Purchasers of Contracts for use with Corporate Pension or
Profit-Sharing Plans should obtain competent tax advice as to the tax treatment
and suitability of such an investment.

TAX TREATMENT OF WITHDRAWALS -- QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion
of the amount received is taxable, generally based on the ratio of the
individual's cost basis to the individual's total accrued benefit under the
retirement plan. Special tax rules may be available for certain distributions
from a Qualified Contract. Section 72(t) of the Code imposes a 10% penalty tax
on the taxable portion of any distribution from qualified retirement plans,
including Contracts issued and qualified under Code Sections 401 (H.R. 10 and
Corporate Pension and Profit-Sharing Plans), 403(b) (Tax-Sheltered Annuities)
and 408(b) (Individual Retirement Annuities). To the extent amounts are not
includible in gross income because they have been properly rolled over to an IRA
or to another eligible Qualified Plan, no tax penalty will be imposed. The tax
penalty will not apply to the following distributions: (a) if distribution is
made on or after the date on which the Owner or Annuitant (as applicable)
reaches age 59 1/2; (b) distributions following the death or disability of the
Owner or Annuitant (as applicable) (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (c) after separation from service, distributions
that are part of substantially equal periodic payments made not less frequently
than annually for the life (or life expectancy) of the Owner or Annuitant (as
applicable) or the joint lives (or joint life expectancies) of such Owner or
Annuitant (as applicable) and his designated beneficiary; (d) distributions to
an Owner or Annuitant (as applicable) who has separated from service after he
has attained age 55; (e) distributions made to the Owner or Annuitant (as
applicable) to the extent such distributions do not exceed the amount allowable
as a deduction under Code Section 213 to the Owner or Annuitant (as applicable)
for amounts paid during the taxable year for medical care; (f) distributions
made to an alternate payee pursuant to a qualified domestic relations order; (g)
distributions from an Individual Retirement Annuity for the purchase of medical
insurance (as described in Section 213(d)(1)(D) of the Code) for the Owner or
Annuitant (as applicable) and his or her spouse and dependents if the Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this exception will no longer apply after the Owner or Annuitant (as
applicable) has been re-employed for at least 60 days); (h) distributions from
an Individual Retirement Annuity made to the Owner or Annuitant (as applicable)
to the extent such distributions do not exceed the qualified higher education
expenses (as defined in Section 72(t)(7) of the Code) of the Owner or Annuitant
(as applicable) for the taxable year; and (i) distributions from an Individual
Retirement Annuity made to the Owner or Annuitant (as applicable) which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8) of
the Code). The exceptions stated in items (d) and (f) above do not apply in the
case of an Individual Retirement Annuity. The exception stated in item (c)
applies to an Individual Retirement Annuity without the requirement that there
be a separation from service.

Generally, distributions from a Qualified Plan must commence no later than
April 1 of the calendar year following the later of: (a) the year in which the
employee attains age 70 1/2, or (b) the calendar year in which the employee
retires. The date set forth in (b) does not apply to an Individual Retirement
Annuity. Required distributions must be over a period not exceeding the life
expectancy of the individual or the joint lives or life expectancies of the
individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed.

TAX-SHELTERED ANNUITIES -- WITHDRAWAL LIMITATIONS

The Code limits the withdrawal of amounts attributable to contributions
made pursuant to a salary reduction agreement (as defined in Section 403(b)(11)
of the Code) to circumstances only when the Owner: (1) attains age 59 1/2; (2)
separates from service; (3) dies; (4) becomes disabled (within the meaning of
Section 72(m)(7) of the Code); or (5) in the case of hardship. However,
withdrawals for hardship are restricted to the portion of the Owner's Contract
value which represents contributions by the Owner and does not include any
investment results. The limitations on withdrawals became effective on January
1, 1989 and apply only to salary reduction contributions made after December 31,
1988, and to income attributable to such contributions and to income
attributable to amounts held as of December 31, 1988. The limitations on
withdrawals do not affect rollovers and transfers between certain Qualified
Plans. Owners should consult their own tax counsel or other tax adviser
regarding any distributions.

SECTION 457 -- DEFERRED COMPENSATION PLANS

Under Section 457 of the Code, governmental and certain other tax-exempt
employers may establish deferred compensation plans for the benefit of their
employees which may invest in annuity contracts. The Code, as in the case of
qualified plans, establishes limitations and restrictions on eligibility,
contributions and distributions. Under these Plans, contributions made for the
benefit of the employees will not be includible in the employees' gross income
until distributed from the Plan. Under a Section 457 Plan, the plan assets
remain solely the property of the employer, subject only to the claims of the
employer's general creditors, until such time as made available to the
participant or beneficiary. However, for Plans established after August 20,
1996, it is required that plan assets must be held in trust for the benefit of
plan participants and are not subject to the claims of the general creditors of
the employer. Furthermore, this requirement must be met for all Plans no later
than January 1, 1999. IN CERTAIN STATES, THE CONTRACTS MAY NOT BE AVAILABLE FOR
USE IN CONNECTION WITH SECTION 457 PLANS.

ANNUITY PROVISIONS

Currently, the Company makes available payment plans on a fixed basis only.
(See the Prospectus for a description of the Annuity Options.)

FINANCIAL STATEMENTS

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

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

A. FINANCIAL STATEMENTS

The financial statements of the Separate Account and the Company will be filed
by Amendment.

B. EXHIBITS

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

2. Not Applicable.

3. Form of Principal Underwriters Agreement.*

4. (i) Individual Fixed and Variable Deferred Annuity Contract.*
(ii) Allocated Fixed and Variable Group Annuity Contract.*
(iii) Allocated Fixed and Variable Group Annuity Certificate.*
(iv) Death Benefit Endorsement.*

5. Application Form.*

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

7. Not Applicable.

8. Form of Fund Participation Agreements (to be filed by amendment).

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

10. Consents of Independent Auditors (to be filed by amendment).

11. Not Applicable.

12. Not Applicable.

13. Calculation of Performance Information (to be filed by amendment).

14. Not Applicable.

15. Company Organizational Chart.**

27. Not Applicable.

* Incorporated by reference to Post-Effective Amendment No. 2 as
electronically filed on February 28, 1997.

** Incorporated by reference to Post-Effective Amendment No. 3 as
electronically filed on April 30, 1997.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Executive Officers and Directors of the Company:

<TABLE>
<CAPTION>
<S> <C>
Name and Principal Position and Offices
Business Address* with Depositor
- -------------------------- ----------------------------------------------

C. Paul Patsis Chief Executive Officer, President and
Director

James Woodruff Lillie, Jr. Secretary

Scott D. Silverman Director

Kitty S. Kennedy Executive Vice President, Chief Actuary,
Chief Administrative Officer and Director

John H. Lancaster Director, Executive Vice President and Chief
Marketing Officer

Michael J. Prager Director

James P. McDermott Director

R. Andrew Davidson, III Treasurer, Senior Vice President (Investments)

Jo Anna Cotaya Senior Vice President, Commercial Real
Estate Group

Francis G. Miller Senior Vice President, Information Services

Donald M. Woodard Senior Vice President and Controller

Joel S. Kaplan Executive Vice President - Financial & Legal
Development
<FN>
* The Principal business address for all officers and directors listed above is
III United Plaza, 8545 United Plaza Blvd., Baton Rouge, Louisiana 70809-2264.
</FN>
</TABLE>

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

The Company organizational chart was included as Exhibit 15 in Post- Effective
Amendment No. 3 and is incorporated herein by reference.

ITEM 27. NUMBER OF CONTRACT OWNERS

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

ITEM 28. INDEMNIFICATION

The Bylaws (Article VII) of the Company provide, in part, that:

This company may indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the company, or is or was serving at the request of the
company as a director, officer, employee or agent of another business, foreign
or non-profit corporation, partnership, joint venture or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with the defense or
settlement of such action and no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent, that the court shall determine upon
application that, despite the adjudication of liability that in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity
plus such expenses which the court shall deem proper. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner in which
he reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

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

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Not Applicable.

(b) United Variable Services, Inc. is the principal underwriter for the
Contracts. The following persons are the officers and
directors of United Variable Services, Inc. The principal business
address for each officer and director of United Variable Services,
Inc. is III United Plaza, 8545 United Plaza Blvd., Baton Rouge,
LA 70809-2264.

<TABLE>
<CAPTION>
<C> <S> <C>
(b) Name and Principal Positions and Offices
Business Address with Underwriter
-------------------- --------------------------------------

C. Paul Patsis President, Chief Executive Officer and
Director

Theresa T. Cockerham Director

Mary Lynn Leach Secretary, Treasurer and Director

Joel S. Kaplan Executive Vice President, Financial
and Legal Services
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Donald M. Woodard, Senior Vice President and Controller, whose address is III
United Plaza, 8545 United Plaza Blvd., Baton Rouge, Louisiana 70809-2264,
maintains physical possession of the accounts, books or documents of the
Separate Account required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and the rules promulgated thereunder.

ITEM 31. MANAGEMENT SERVICES

Not Applicable.

ITEM 32. UNDERTAKINGS

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

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

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

d. United Life & Annuity Insurance Company ("Company") hereby represents
that the fees and charges deducted under the Contracts described in the
Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

REPRESENTATIONS

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

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

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

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

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

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it has caused this Registration Statement to
be signed on its behalf, in the City of Baton Rouge, and State of Louisiana on
this 26th day of February, 1998.

<TABLE>
<CAPTION>
<S> <C>
UNITED LIFE & ANNUITY SEPARATE ACCOUNT ONE
------------------------------------------
Registrant

By: UNITED LIFE & ANNUITY INSURANCE COMPANY
---------------------------------------

By: /S/ C. PAUL PATSIS
---------------------------------------
Mr. C. Paul Patsis
President and Chief Executive Officer

By: UNITED LIFE & ANNUITY INSURANCE COMPANY
---------------------------------------
Depositor

By: /S/ C. PAUL PATSIS
---------------------------------------
Mr. C. Paul Patsis
President and Chief Executive Officer
</TABLE>

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

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

/S/ C. PAUL PATSIS 2/26/98 /S/ KITTY S. KENNEDY 2/25/98
- ------------------------- ------- -------------------- -------
C. Paul Patsis Kitty S. Kennedy
Director, President and Chief Director, Executive Vice
Executive Officer President, Chief Administrative
Officer & Chief Actuary

/S/ JOHN H. LANCASTER 2/25/98 /S/ R. ANDREW DAVIDSON, III 2/25/98
- ------------------------- ------- ---------------------------- -------
John H. Lancaster R. Andrew Davidson, III
Director, Executive Vice President, Treasurer, Chief Investment
& Chief Marketing Officer Officer, Senior Vice President

/S/ SCOTT D. SILVERMAN 2/26/98 /S/ JAMES P. MCDERMOTT 2/26/98
- ------------------------- ------- -------------------------- -------
Scott D. Silverman James P. McDermott
Director Director

/S/ MICHAEL J. PRAGER 2/25/98
- -------------------------- -------
Michael J. Prager
Director
</TABLE>