UNITED LIFE & ANNUITY SEPARATE ACCOUNT ONE
497, 1999-05-18
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              The SpectraSelect Fixed and Variable Annuity Contract
                                    issued by
                   United Life & Annuity Separate Account One
                                       and
                     United Life & Annuity Insurance Company
                                 April 30, 1999
 

This prospectus  describes the SpectraSelect Fixed and Variable Annuity Contract
offered by United Life & Annuity Insurance Company (ULA, us or we).
 
The annuity has 35 investment options -- the Portfolios listed below, a one year
Fixed Account option of ULA and the Interest Adjustment Account.

<TABLE>
<CAPTION>
<S>                                                 <C>
AIM Variable Insurance Funds, Inc.                  Morgan Stanley Dean Witter Universal Funds, Inc.
AIM V.I. Capital Appreciation Fund                  Emerging Markets Debt Portfolio
AIM V.I. Diversified Income Fund                    Equity Growth Portfolio
AIM V.I. Growth Fund                                Global Equity Portfolio
AIM V.I. Growth and Income Fund                     High-Yield Portfolio
AIM V.I. International Equity Fund                  Value Portfolio

The Alger American Fund                             Neuberger Berman Advisers Management Trust
Alger American Growth Portfolio                     AMT Guardian Portfolio
                                                    AMT Limited Maturity Bond Portfolio
Dreyfus Stock Index Fund                            AMT Mid-Cap Growth Portfolio
                                                    AMT Partners Portfolio
Dreyfus Variable Investment Fund
Growth and Income Portfolio                         Scudder Variable Life Investment Fund
                                                    Money Market Portfolio
Federated Insurance Series                          International Portfolio, Class A
Federated American Leaders Fund II
Federated High Income Bond Fund II                  Van Eck Worldwide Insurance Trust
Federated Prime Money Fund II                       Worldwide Hard Assets Fund
Federated Utility Fund II
Federated Fund for U.S. Government                  Warburg Pincus Trust
   Securities II                                    International Equity Portfolio
                                                    Post-Venture Capital Portfolio
MFS Variable Insurance TrustSM
MFS Emerging Growth Series                          Warburg Pincus Trust II
MFS Growth With Income Series                       Fixed Income Portfolio
MFS Research Series
MFS Total Return Series
MFS Utilities Series
</TABLE>

Please read this prospectus  before investing and keep it for future  reference.
It contains  important  information about the  SpectraSelect  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 April 30, 1999. 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: 851 SW Sixth Avenue,  Suite 850,  Portland,
Oregon  97204-1337.  The SEC  maintains  a Web  site  (http://www.sec.gov)  that
contains the SAI,  material  incorporated  by reference,  and other  information
regarding companies that file electronically with the SEC.
 
Inquiries.  If  you  have  any  questions  about  your  Contract  or  need  more
information,  please  contact us at:  United Life & Annuity  Insurance  Company,
Variable  Annuity  Service  Center,  851 SW Sixth Avenue,  Suite 850,  Portland,
Oregon 97204-1337.

The Contracts:

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

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


                                Table of Contents
 
                                                                         Page
                                                                         ----
Glossary of Terms..........................................................4
Summary....................................................................5
Fee Table................................................................. 8
The SpectraSelect Fixed and Variable Annuity Contract.....................16
  Owner...................................................................17
  Joint Owner.............................................................17
  Annuitant...............................................................17
  Beneficiary.............................................................17
  Assignment..............................................................17
Annuity Payments (The Income Phase).......................................18
  Annuity Options.........................................................18
How to Purchase a Contract............................................... 19
  Purchase Payments.......................................................19
  Allocation of Purchase Payments.........................................19
  Right to Examine Contract...............................................20
  Accumulation Units......................................................20
Investment Options........................................................21
  Voting Rights...........................................................23
  Substitution............................................................24
  Transfers...............................................................24
  Dollar Cost Averaging Program...........................................25
  Rebalancing Program.....................................................25
  Asset Allocation Programs...............................................25
Performance...............................................................26
Expenses..................................................................26
  Insurance Charges.......................................................26
    Mortality and Expense Risk Charge.....................................27
    Administrative Charge.................................................27
  Contingent Deferred Sales Charge........................................27
  Reduction or Elimination of the Contingent Deferred Sales Charge........28
  Transfer Fee............................................................28
  Premium Taxes...........................................................28
  Income Taxes............................................................28
  Portfolio Expenses......................................................29
Taxes.....................................................................29
  Annuity Contracts in General............................................29
  Withdrawals -- Non-Qualified Contracts..................................30
  Withdrawals -- Qualified Contracts......................................30
  Withdrawals -- Tax-Sheltered Annuities..................................30
  Diversification.........................................................30
Withdrawals...............................................................31
  Systematic Withdrawal Program...........................................32
  Suspension of Payments or Transfers.....................................32
Death Benefit.............................................................32
  Upon Your Death.........................................................32
  Death Benefit...........................................................33
  Death of Annuitant......................................................34
Other Information.........................................................34
  ULA.....................................................................34
  Year 2000 Matters.......................................................34
  The Separate Account....................................................35
  Distribution............................................................35
  Financial Statements....................................................35
Appendix A................................................................35
Table of Contents of the Statement of Additional Information..............41


                                Glossary of Terms
 
We have tried to make this prospectus as understandable for you as possible.  We
have identified 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, 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 SpectraSelect Fixed and Variable Annuity Contract. This prospectus describes
individual  and  group  fixed  and  variable   deferred  annuity  contracts  and
certificates  (together referred to as the "Contract").  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  SpectraSelect  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 income 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:

<TABLE>
<CAPTION>
<S>                                                  <C>
AIM Variable Insurance Funds, Inc.                   Morgan Stanley Dean Witter Universal Funds, Inc.
AIM V.I. Capital Appreciation Fund                   Emerging Markets Debt Portfolio
AIM V.I. Diversified Income Fund                     Equity Growth Portfolio
AIM V.I. Growth Fund                                 Global Equity Portfolio
AIM V.I. Growth and Income Fund                      High-Yield Portfolio
AIM V.I. International Equity Fund                   Value Portfolio

The Alger American Fund                              Neuberger Berman Advisers Management Trust
Alger American Growth Portfolio                      AMT Guardian Portfolio
                                                     AMT Limited Maturity Bond Portfolio
Dreyfus Stock Index Fund                             AMT Mid-Cap Growth Portfolio
                                                     AMT Partners Portfolio
Dreyfus Variable Investment Fund
Growth and Income Portfolio                          Scudder Variable Life Investment Fund
                                                     Money Market Portfolio
Federated Insurance Series                           International Portfolio, Class A
Federated American Leaders Fund II
Federated High Income Bond Fund II                   Van Eck Worldwide Insurance Trust
Federated Prime Money Fund II                        Worldwide Hard Assets Fund
Federated Utility Fund II
Federated Fund for U.S. Government                   Warburg Pincus Trust
   Securities II                                     International Equity Portfolio
                                                     Post-Venture Capital Portfolio
MFS Variable Insurance TrustSM
MFS Emerging Growth Series                           Warburg Pincus Trust II
MFS Growth With Income Series                        Fixed Income Portfolio
MFS Research Series
MFS Total Return Series
MFS Utilities Series
</TABLE>

The Portfolios are fully described in the attached Portfolio  prospectuses.  You
can make or lose money in the Portfolios  depending  upon market  conditions and
the performance of the Portfolio(s) you select.
 
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,   there  are  thirty-five  investment  options  (which  include  each
Portfolio,  the  fixed  account  and  each  guarantee  period  of  the  interest
Adjustment account). You may select to put your money in up to ten (10) of these
Options at any time.

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 a minimum
payment of $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  Rider),  the
     annual  insurance  charges  total 1.60% 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 vale of your Contract allocated to the Portfolios.

*    There are also annual  Portfolio  charges which range from .26% to 1.52% 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)  which  ranges  from 7% to 0%
     depending upon how long ULA has your payment.  Under certain circumstances,
     you can make a partial withdrawal  without incurring a contingent  deferred
     sales charge.
 
*    ULA may assess a state  premium  tax  charge  which  ranges  from 0% - 4.0%
     (depending up on 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 you selected (Option
1 or Option 2).
 
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 and a tax  penalty on the
money you receive.

                                    Fee Table
                               (See Note 1 below)

Owner Transaction Expenses
Contingent Deferred Sales Charge (see Note 2 below)
 
Number Of Complete
Years Since Receipt
of Purchase Payment                        Charge
- -------------------                        ------
     0..............................        7.0%
     1..............................        6.0%
     2..............................        5.0%
     3..............................        4.0%
     4..............................        3.0%
     5..............................        2.0%
     6..............................        1.0%
     7 years or more................        0.0%

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

 
Separate  Account  Annual  Expenses for Contracts  with Death  Benefit  Option 1
(Enhanced  Death  Benefit  Rider) (as a  percentage  of average  daily net asset
value)
 
Mortality and Expense Risk Charge...........................       1.45%
Administrative Charge.......................................        .15%
                                                                    --- 
Total Separate Account Annual Expenses......................       1.60%

Separate  Account  Annual  Expenses for Contracts  with Death  Benefit  Option 2
(Standard Death Benefit) (as a percentage of average daily net asset 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.

<TABLE>
<CAPTION>
Annual Expenses of the Portfolios
(as a percentage of the average daily net assets of a Portfolio)
 
                                                                                                  Total Annual
                                                                           Other Expenses           Expenses
                                                          Management       (After Expense        (After Expense
                                                            Fees            Reimbursement)       Reimbursement)
                                                            ----            --------------       --------------
AIM Variable Insurance Funds, Inc.
<S>                                                         <C>               <C>                   <C> 
  AIM V.I. Capital Appreciation Fund.............           .62%              .05%                  .67%
  AIM V.I. Diversified Income Fund...............           .60%              .17%                  .77%
  AIM V.I. Growth Fund...........................           .64%              .08%                  .72%
  AIM V.I. Growth and Income Fund................           .61%              .04%                  .65%
  AIM V.I. International Equity Fund.............           .75%              .16%                  .91%
The Alger American Fund
  Alger American Growth Portfolio................           .75%              .04%                  .79%
Dreyfus Stock Index Fund.........................           .25%              .01%                  .26%
Dreyfus Variable Investment Fund
  Growth and Income Portfolio....................           .75%              .03%                  .78%
Federated Insurance Series
  Federated American Leaders Fund II(a)                     .74%              .14%                  .88%
  Federated High Income Bond Fund II                        .60%              .18%                  .78%
  Federated Prime Money Fund II(b)...............           .49%              .31%                  .80%
  Federated Utility Fund II(c)...................           .68%              .25%                  .93%
  Federated Fund for U.S. Government
     Securities II(d.............................           .52%              .33%                  .85%
MFS Variable Insurance TrustSM(e)
  MFS Emerging Growth Series.....................           .75%              .10%                  .85%
  MFS Growth With Income Series..................           .75%              .13%                  .88%
  MFS Research Series............................           .75%              .11%                  .86%
  MFS Total Return Series........................           .75%              .16%                  .91%
  MFS Utilities Series...........................            75%              .26%                 1.01%
Morgan Stanley Dean Witter Universal Funds, Inc.
  Emerging Markets Debt Portfolio (f)............           .27%             1.25%                 1.52%
  Equity Growth Portfolio (f)....................           .09%              .76%                  .85%
  Global Equity Portfolio (f)....................           .32%              .83%                 1.15%
  High-Yield Portfolio (f).......................           .15%              .65%                  .80%
  Value Portfolio (f)............................           .08%              .77%                  .85%
Neuberger Berman Advisers Management Trust(g)
  AMT Guardian Portfolio (h).....................           .85%              .15%                 1.00%
  AMT Limited Maturity Bond Portfolio                       .65%              .11%                  .76%
  AMT Mid-Cap Growth Portfolio (h)...............           .85%              .15%                 1.00%
  AMT Partners Portfolio.........................           .78%              .06%                  .84%
Scudder Variable Life Investment Fund
  Money Market Portfolio.........................           .37%              .07%                  .44%
  International Portfolio, Class A ..............           .87%              .18%                 1.05%
Van Eck Worldwide Insurance Trust
  Worldwide Hard Assets Fund(i)..................          1.00%              .20%                 1.20%
Warburg Pincus Trust
  International Equity Portfolio (j).............          1.00%              .33%                 1.33%
  Post-Venture Capital Portfolio (j).............          1.08%              .32%                 1.40%
Warburg Pincus Trust II
  Fixed Income Portfolio (j).....................           .20%              .79%                  .99%
</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
     .75%. The total operating expenses were .89% absent the voluntary waiver of
     a portion of the management fee.

(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
     .50%. The total operating expenses were .81% absent the voluntary waiver of
     a portion of the management fee.

(c)  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 1.00% absent the voluntary  waiver
     of a portion of the management fee.
 
(d)  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 0.93% absent the voluntary waiver of the management
     fee and the voluntary reimbursement of certain other operating expenses.
 
(e)  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.  Each series may enter into
     other such arrangements and directed  brokerage  arrangements  (which would
     also have the effect of  reducing  the Series'  expenses).  Expenses do not
     take into account these expense  reductions,  and are therefore higher than
     the actual expenses of the Series.

(f)  The  management  fee has been reduced to reflect the voluntary  waiver of a
     portion  or  all  of  the  management  fee  and  the  reimbursement  by the
     portfolio's adviser to the extent "Total Annual Expenses" exceed:  Emerging
     Markets Debt Portfolio 1.30%;  Equity Growth Portfolio 0.85%; Global Equity
     Portfolio 1.15%; High Yield Portfolio 0.80%; and Value Portfolio 0.85%. The
     adviser  may  terminate  this  voluntary  waiver  at any  time at its  sole
     discretion.  Absent such reductions,   Management Fees",  "Other Expenses"
     and "Total Annual Expenses",  respectively,  would be as follows:  Emerging
     Markets Debt Portfolio - 0.80%,  1.25%,  2.05%;  Equity Growth  Portfolio -
     0.55%,  .76%,  1.31%;   Global  Equity  Portfolio  -  0.80%,  .83%,  1.63%;
     High-Yield  Portfolio - 0.50%,  .65%,  1.15%; and Value  Portfolio-  0.55%,
     .77%,  1.32%.  Additionally,  in determining the actual amount of voluntary
     management fee waiver and/or expense reimbursement for a Portfolio, if any,
     the  adviser  excludes  from  total  annual   operating   expenses  certain
     investment  related  expenses,  such as foreign  country  tax  expense  and
     interest expense on borrowing. Included in Other Expenses of the Emerging
     Markets Debt Portfolio are 0.22% of such investment related expenses.

(g)  Neuberger  Berman  Advisers  Management  Trust is divided  into  portfolios
     (Portfolios)  each of which invests all of its net investable assets in a
     corresponding  series  (Series) of Advisers  Managers Trust.  The figures
     reported   under   Management   Fees   include  the   aggregate   of  the
     administration  fees paid by the Portfolio and the management  fees paid by
     its corresponding  Series.  Similarly,  Other Expenses includes all other
     expenses of the Portfolio and corresponding Series.

(h)  Expenses reflect expense  reimbursement.  Neuberger Berman  Management Inc.
     (NBMI)has  undertaken to reimburse certain operating expenses,  including
     the  compensation  of NBMI and  excluding  taxes,  interest,  extraordinary
     expenses,  brokerage commissions and transaction costs, that exceed, in the
     aggregate,  1% of the Guardian and Mid-Cap Growth Portfolios average daily
     net asset value. Absent such  reimbursement,  the Total Annual Expenses for
     the year ended  December  31,  1998  would have been 1.43% for the  Mid-Cap
     Growth  Portfolio  and 1.14% for the  Guardian  Portfolio.  These  expenses
     reimbursement  agreements are subject to  termination  upon 60 days written
     notice with  respect to the  Guardian and Mid-Cap  Growth  Portfolios,  and
     there can be no assurance that these policies will be continued thereafter.

(i)  The expenses are reduced to 1.16% by the directed  brokerage  and custodian
     fee arrangement.

(j)  Management  Fees,  Other  Expenses and Total Annual  Expenses for the Fixed
     Income, International Equity, and Post-Venture Capital Portfolios are based
     on actual  expenses for the fiscal year ended December 31, 1998, net of any
     fee waivers  and/or  expense  reimbursements.  Without such waivers  and/or
     reimbursements,  Management  Fees  would be .50%,  1.00% and  1.25%,  Other
     Expenses would be 4.82%, .33%, and .45%, and Total Annual Expenses would be
     5.32%,   1.33%  and  1.70%,   respectively.   Fee   waivers   and   expense
     reimbursements or credits may be discontinued at any time.

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 if you apply the Contract value to
     an Annuity Option:


<TABLE>
<CAPTION>
                                                                             Time Periods
                                                                             ------------
                                                               1 Year    3 Years    5 Years    10 Years
                                                               ------    -------    -------    --------
AIM Variable Insurance Funds, Inc.
<S>                                                              <C>        <C>        <C>         <C> 
  AIM V.I. Capital Appreciation Fund.............             a) $ 93    a) $123    a) $159     a) $293
                                                              b) $ 23    b) $ 73    b) $129     b) $293
  AIM V.I. Diversified Income Fund...............             a) $ 94    a) $127    a) $164     a) $306
                                                              b) $ 24    b) $ 77    b) $134     b) $306
  AIM V.I. Growth Fund...........................             a) $ 94    a) $125    a) $161     a) $299
                                                              b) $ 24    b) $ 75    b) $131     b) $299
  AIM V.I. Growth and Income Fund................             a) $ 93    a) $123    a) $157     a) $290
                                                              b) $ 23    b) $ 73    b) $127     b) $290
  AIM V.I. International Equity Fund.............             a) $ 96    a) $131    a) $172     a) $324
                                                              b) $ 26    b) $ 81    b) $142     b) $324
</TABLE>

<TABLE>
<CAPTION>
                                                                              Time Periods
                                                                              ------------
                                                              1 Year    3 Years    5 Years     10 Years
                                                              ------    -------    -------     --------
The Alger American Fund
<S>                                                              <C>        <C>        <C>        <C> 
  Alger American Growth Portfolio................             a) $ 94    a) $127    a) $165    a) $308
                                                              b) $ 24    b) $ 77    b) $135    b) $308

Dreyfus Stock Index Fund.........................             a) $ 89    a) $110    a) $135    a) $240
                                                              b) $ 19    b) $ 60    b) $105    b) $240
Dreyfus Variable Investment Fund
  Growth and Income Portfolio....................             a) $ 94    a) $127    a) $165    a) $307
                                                              b) $ 24    b) $ 77    b) $135    b) $307
Federated Insurance Series
  Federated American Leaders Fund II.............             a) $ 95    a) $130    a) $170    a) $320
                                                              b) $ 25    b) $ 80    b) $140    b) $320
  Federated High Income Bond Fund II.............             a) $ 94    a) $127    a) $165    a) $307
                                                              b) $ 24    b) $ 77    b) $135    b) $307
  Federated Prime Money Fund II..................             a) $ 95    a) $128    a) $166    a) $309
                                                              b) $ 25    b) $ 78    b) $136    b) $309
  Federated Utility Fund II......................             a) $ 96    a) $132    a) $173    a) $326
                                                              b) $ 26    b) $ 82    b) $143    b) $326
  Federated Fund for U.S. Government Securities II            a) $ 95    a) $129    a) $169    a) $316
                                                              b) $ 25    b) $ 79    b) $139    b) $316
MFS Variable Insurance TrustSM
  MFS Emerging Growth Series.....................             a) $ 95    a) $130    a) $169    a) $316
                                                              b) $ 25    b) $ 80    b) $139    b) $316
  MFS Growth With Income Series..................             a) $ 95    a) $129    a) $170    a) $320
                                                              b) $ 25    b) $ 79    b) $140    b) $320
  MFS Research Series............................             a) $ 95    a) $129    a) $169    a) $317
                                                              b) $ 25    b) $ 79    b) $139    b) $317
  MFS Total Return Series........................             a) $ 96    a) $131    a) $172    a) $324
                                                              b) $ 26    b) $ 81    b) $142    b) $324
  MFS Utilities Series...........................             a) $ 97    a) $134    a) $178    a) $336
                                                              b) $ 27    b) $ 84    b) $148    b) $336
Morgan Stanley Dean Witter Universal Funds, Inc.
  Emerging Markets Debt Portfolio................             a) $102    a) $151   a) $207     a) $402
                                                              b) $ 32    b) $101   b) $177     b) $402
  Equity Growth Portfolio........................             a) $ 95    a) $129    a) $169    a) $316
                                                              b) $ 25    b) $ 79    b) $139    b) $316
  Global Equity Portfolio........................             a) $ 98    a) $139    a) $186    a) $355
                                                              b) $ 28    b) $ 89    b) $156    b) $355
  High-Yield Portfolio...........................             a) $ 95    a) $128    a) $166    a) $309
                                                              b) $ 25    b) $ 78    b) $136    b) $309
  Value Portfolio................................             a) $ 95    a) $129    a) $169    a) $316
                                                              b) $ 25    b) $ 79    b) $139    b) $316
Neuberger Berman Advisers Management Trust
  ATM Guardian Portfolio.........................             a) $ 97    a) $134   a) $177    a) $335
                                                              b) $ 27    b) $ 84   b) $147    b) $335
  AMT Limited Maturity Bond Portfolio............             a) $ 94    a) $126   a) $164    a) $304
                                                              b) $ 24    b) $ 76   b) $134    b) $304
  AMT Mid-Cap Growth Portfolio...................             a) $ 97    a) $134   a) $177    a) $335
                                                              b) $ 27    b) $ 84   b) $147    b) $335
  AMT Partners Portfolio.........................             a) $ 95    a) $129   a) $168    a) $315
                                                              b) $ 25    b) $ 79   b) $138    b) $315
</TABLE>

<TABLE>
<CAPTION>

                                                                             Time Periods
                                                                             ------------
                                                              1 Year    3 Years    5 Years   10 Years
                                                              ------    -------    -------   --------
Scudder Variable Life Investment Fund
<S>                                                              <C>        <C>       <C>        <C> 
  Money Market Portfolio.........................             a) $ 91    a) $116   a) $146    a) $263
                                                              b) $ 21    b) $ 66   b) $116    b) $263
  International Portfolio, Class A...............             a) $ 97    a) $136   a) $180    a) $342
                                                              b) $ 27    b) $ 86   b) $150    b) $342
Van Eck Worldwide Insurance Trust
  Worldwide Hard Assets Fund.....................             a) $ 99    a) $140   a) $189    a) $361
                                                              b) $ 29    b) $ 90   b) $159    b) $361
Warburg Pincus Trust
  International Equity Portfolio.................             a) $100    a) $145   a) $196    a) $378
                                                              b) $ 30    b) $ 95   b) $166    b) $378
  Post-Venture Capital Portfolio.................             a) $101    a) $147  a) $200     a) $387
                                                              b) $ 31    b) $ 97   b) $170    b) $387
Warburg Pincus Trust II
  Fixed Income Portfolio.........................             a) $ 97    a) $134   a) $177    a) $334
                                                              b) $ 27    b) $ 84   b) $147    b) $334
</TABLE>

Death Benefit Option 2 (Standard Death Benefit)
 
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 if you apply the Contract value to
     an Annuity Option:

<TABLE>
<CAPTION>
                                                                             Time Periods
                                                                             ------------
                                                               1 Year    3 Years    5 Years    10 Years
                                                               ------    -------    -------    --------
Aim Variable Insurance Funds, Inc.
<S>                                                              <C>        <C>        <C>        <C> 
  AIM V.I. Capital Appreciation Fund.............             a) $ 91    a) $117    a) $147    a) $267
                                                              b) $ 21    b) $ 67    b) $117    b) $267
  AIM V.I. Diversified Income Fund...............             a) $ 92    a) $120    a) $153    a) $280
                                                              b) $ 22    b) $ 70    b) $123    b) $280
  AIM V.I. Growth Fund...........................             a) $ 92    a) $119    a) $150    a) $273
                                                              b) $ 22    b) $ 69    b) $120    b) $273
  AIM V.I. Growth and Income Fund................             a) $ 91    a) $116    a) $146    a) $264
                                                              b) $ 21    b) $ 66    b) $116    b) $264
  AIM V.I. International Equity Fund.............             a) $ 94    a) $125    a) $161    a) $298
                                                              b) $ 24    b) $ 75    b) $131    b) $298
The Alger American Fund
  Alger American Growth Portfolio................             a) $ 92    a) $121    a) $154    a) $282
                                                              b) $ 22    b) $ 71    b) $124    b) $282

Dreyfus Stock Index Fund.........................             a) $ 87    a) $104    a) $124    a) $214
                                                              b) $ 17    b) $ 54    b) $ 94    b) $214
Dreyfus Variable Investment Fund
  Growth and Income Portfolio....................             a) $ 92    a) $120    a) $153    a) $281
                                                              b) $ 22    b) $ 70    b) $123    b) $281
</TABLE>

<TABLE>
<CAPTION>
                                                                               Time Periods
                                                                               ------------
                                                               1 Year    3 Years    5 Years    10 Years
                                                               ------    -------    -------    --------
Federated Insurance Series
<S>                                                              <C>        <C>        <C>        <C> 
  Federated American Leaders Fund II.............             a) $ 93    a) $124    a) $159    a) $294
                                                              b) $ 23    b) $ 74    b) $129    b) $294
  Federated High Income Bond Fund II.............             a) $ 92    a) $120    a) $153    a) $281
                                                              b) $ 22    b) $ 70    b) $123    b) $281
  Federated Prime Money Fund II..................             a) $ 93    a) $121    a) $155    a) $284
                                                              b) $ 23    b) $ 71    b) $125    b) $284
  Federated Utility Fund II......................             a) $ 94    a) $125    a) $162    a) $300
                                                              b) $ 24    b) $ 75    b) $132    b) $300
  Federated Fund for U.S. Government Securities II            a) $ 93    a) $123    a) $157    a) $290
                                                              b) $ 23    b) $ 73    b) $127    b) $290
MFS Variable Insurance TrustSM
  MFS Emerging Growth Series.....................             a) $ 93    a) $123    a) $157    a) $290
                                                              b) $ 23    b) $ 73    b) $127    b) $290
  MFS Growth With Income Series..................             a) $ 93    a) $124    a) $159    a) $294
                                                              b) $ 23    b) $ 74    b) $129    b) $294
  MFS Research Series............................             a) $ 93    a) $123    a) $158    a) $291
                                                              b) $ 23    b) $ 73    b) $128    b) $291
  MFS Total Return Series........................             a) $ 94    a) $125    a) $161    a) $298
                                                              b) $ 24    b) $ 75    b) $131    b) $298
  MFS Utilities Series...........................             a) $ 95    a) $128    a) $166    a) $311
                                                              b) $ 25    b) $ 78    b) $136    b) $311
Morgan Stanley Dean Witter Universal Funds, Inc.
  Emerging Markets Debt Portfolio................             a) $100    a) $144    a) $195    a) $376
                                                              b) $ 30    b) $ 94    b) $165    b) $376
  Equity Growth Portfolio........................             a) $ 93    a) $123    a) $157    a) $290
                                                              b) $ 23    b) $ 73    b) $127    b) $290
  Global Equity Portfolio........................             a) $ 96    a) $132    a) $174    a) $329
                                                              b) $ 26    b) $ 82    b) $144    b) $329
  High-Yield Portfolio...........................             a) $ 93    a) $121    a) $155    a) $284
                                                              b) $ 23    b) $ 71    b) $125    b) $284
   Value Portfolio...............................             a) $ 93    a) $123    a) $157    a) $290
                                                              b) $ 23    b) $ 73    b) $127    b) $290
Neuberger Berman Advisers Management Trust
  AMT Guardian Portfolio.........................             a) $ 95    a) $128    a) $166    a) $309
                                                              b) $ 25    b) $ 78    b) $136    b) $309
  AMT Limited Maturity Bond Portfolio............             a) $ 92    a) $120    a) $152    a) $278
                                                              b) $ 22    b) $ 70    b) $122    b) $278
  AMT Mid-Cap Growth Portfolio...................             a) $ 95    a) $128    a) $166    a) $309
                                                              b) $ 25    b) $ 78    b) $136    b) $309
  AMT Partners Portfolio.........................             a) $ 93    a) $122    a) $157    a) $289
                                                              b) $ 23    b) $ 72    b) $127    b) $289
Scudder Variable Life Investment Fund
  Money Market Portfolio.........................             a) $ 89    a) $109    a) $134    a) $237
                                                              b) $ 19    b) $ 59    b) $104    b) $237
  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) $134    a) $177    a) $335
                                                              b) $ 27    b) $ 84    b) $147    b) $335
</TABLE>

<TABLE>
<CAPTION>
                                                                              Time Periods
                                                                              ------------
                                                              1 Year    3 Years    5 Years    10 Years
                                                              ------    -------    -------    --------
Warburg Pincus Trust
<S>                                                              <C>        <C>        <C>        <C> 
  International Equity Portfolio.................             a) $ 98    a) $138    a) $185    a) $352
                                                              b) $ 28    b) $ 88    b) $155    b) $352
  Post-Venture Capital Portfolio.................             a) $ 99    a) $140    a) $189    a) $361
                                                              b) $ 29    b) $ 90    b) $159    b) $361
Warburg Pincus Trust II
  Fixed Income Portfolio.........................             a) $ 94    a) $127    a) $165    a) $308
                                                              b) $ 24    b) $ 77    b) $135    b) $308
</TABLE>
 
The  annual  expenses  of the  portfolios  and the  examples  are  based on data
Provided by the respective fund groups for the 1998 fiscal year. Future expenses
May be greater or less than those shown. We have not independently verified such
Data.

*    Premium taxes are not reflected. They may apply.

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

See the Appendix for Accumulation Unit Values (condensed Financial Information).
 

              The SpectraSelect 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.

Like  all  deferred  annuity  contracts,  your  Contract  has  two  phases:  the
Accumulation  Phase and the  Income  Phase.  Until you begin  receiving  Annuity
Payments,  your annuity is in the  Accumulation  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
Accumulation  during the Income Phase depends, in part, upon the amount of money
you are able to  accumulate  in your  Contract  during the  Accumulation  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 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  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. If you
make a withdrawal, transfer or apply your Contract value to an Annuity Option of
amounts you have allocated a Guarantee Period prior to the end of that Guarantee
Period, it may be subject to an interest adjustment.

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

Owner. The SpectraSelect  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)

Income Date

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.
 
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.
 
Annuity Payments

*    You (or someone you designate) will receive the Annuity Payments.

*    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 also choose among income plans. We call those Annuity  Options.  You can
choose one of the following Annuity Options or any other Annuity Option you want
and that ULA agrees to provide.  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.  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 following
are the Purchase Payment requirements:

*    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. plan.

*    The maximum  amount we will accept  without our prior approval is $500,000.
     plan.

*    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 85
years  old  for a  Non-Qualified  Contract  and 75  years  old  for a  Qualified
Contract.

                      Allocation of Purchase Payments plan.

 
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 the
Money Market  Portfolio  until the end of the right to examine  contract  period
same  (see  below).  CURRENTLY,  YOU  CAN  SELECT  UP TO TEN OF THE  THIRTY-FIVE
INVESTMENT  OPTIONS  (WHICH INCLUDE EACH  PORTFOLIO,  THE FIXED ACCOUNT AND EACH
GUARANTEE PERIOD OF THE INTEREST ADJUSTMENT ACCOUNT). 

Once we receive your  Purchase  Payment and the necessary  information,  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 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 refund 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(s)  received  during  the right to  examine  period to the Money  Market
Portfolio (except for any portion of your Purchase Payment(s) which you selected
to be allocated to the Fixed Account and/or the Interest Adjustment Account) for
15 days and refund the greater of the value of your  Contract  or your  Purchase
Payment(s).  (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. We determine the number of Accumulation  Units to credit to your Contract
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 Growth Portfolio.

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.  In certain  states,  certain  Portfolios  may not be available
     until  approved by the  Insurance  Department  (check with your  registered
     representative regarding availability). 

You should read the prospectuses for the portfolios  carefully before investing.
The prospectuses for the portfolios accompany this prospectus. 

AIM Variable Insurance Funds, Inc.

AIM  Advisors,  Inc.  serves  as the  Fund's  investment  adviser.  The  Fund is
comprised of thirteen funds, the following five of which are available under the
Contract:

     AIM V.I. Capital Appreciation Fund
     AIM V.I. Diversified Income Fund 
     AIM V.I. Growth Fund
     AIM V.I. Growth and Income Fund
     AIM V.I. International Equity Fund
     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 Contract:

     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
Contract:

     Growth and Income Portfolio

Federated Insurance Series

Federated  Investment  Management Company (formerly,  Federated Advisers) is the
investment  adviser to each Fund.  The Trust has multiple  separate  Funds,  the
following five of which are available under the Contract:

     Federated American Leaders Fund II (a capital growth portfolio)
     Federated High Income Bond Fund II
     Federated Prime Money Fund II
     Federated Utility Fund II
     Federated Fund for U.S. Government Securities II

MFS Variable Insurance TrustSM

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

     MFS Emerging Growth Series
     MFS Growth With Income Series
     MFS Research Series
     MFS Total Return Series
     MFS Utilities Series

Morgan Stanley Dean Witter Universal Funds, Inc.
(formerly known as Morgan Stanley Universal Funds, Inc.)

Morgan Stanley Dean Witter Investment  Management Inc. (formerly known as Morgan
Stanley Asset Management Inc.) serves as the investment adviser for the Emerging
Markets Debt,  Equity Growth,  and Global Equity  Portfolios.  Miller Anderson &
Sherrerd,  LLP serves as the  investment  adviser for the  High-Yield  and Value
Portfolios.  The Fund is comprised of eighteen portfolios, the following five of
which are available under the Contract:

     Emerging Markets Debt Portfolio
     Equity Growth Portfolio
     Global Equity Portfolio
     High-Yield Portfolio
     Value Portfolio (an equity value portfolio)

Neuberger Berman Advisers Management Trust

Each  portfolio of  Neuberger  Berman  Advisers  Management  Trust  invests in a
corresponding series of Advisers Managers Trust. All series of Advisers Managers
Trust are  managed  by  Neuberger  Berman  Management  Inc.  The  following  are
available under the Contract:

     AMT Guardian  Portfolio (a capital  appreciation and  secondarily,  current
     income portfolio)
     AMT Limited Maturity Bond Portfolio
     AMT Mid-Cap Growth Portfolio
     AMT Partners Portfolio (a capital growth portfolio)

Scudder Variable Life Investment Fund

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

     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
Contract:

     Worldwide Hard Assets Fund

Warburg Pincus Trust

Warburg Pincus Asset  Management,  Inc. serves as the investment  adviser to the
Trust.  The Trust is comprised of seven  portfolios,  the following two of which
are available under the Contract:

     International Equity Portfolio
     Post-Venture Capital Portfolio (a long-term capital growth portfolio)

Warburg Pincus Trust II

Warburg Pincus Asset  Management,  Inc. serves as the investment  adviser to the
Trust. The Trust is comprised of multiple portfolios, the following one of which
is available under the Contract:

     Fixed Income Portfolio

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

ULA may enter into  certain  arrangements  under which it is  reimbursed  by the
Portfolios  advisers,  distributors  and/or  affiliates  for the  administrative
services which it provides to the Portfolios.
 
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 affected  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.
 
Telephone Transfers

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  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 which
reflect the  deduction  of the  insurance  charges,  contingent  deferred  sales
charges and the expenses of the Portfolios.
 
Certain  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
performance 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 1.45% 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 in your  Contract,  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  is  for  all  the  expenses  associated  with  the
administration of the Contract.  Some of these expenses include:  preparation of
the Contract, confirmations, annual statements, maintenance of Contract records,
personnel  costs,  legal and  accounting  fees,  filing  fees,  and computer and
systems costs.
 
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>
<CAPTION>
Number of complete years from
  receipt of Purchase Payment:      0         1        2       3       4         5        6       7 years or more
<S>                                <C>       <C>      <C>     <C>     <C>       <C>      <C>          <C> 
Contingent Deferred Sales Charge:  7.0%      6.0%     5.0%    4.0%    3.0%      2.0%     1.0%         0.0%
</TABLE>
 
However,  after ULA has had a Purchase  Payment for 7 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.
 
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.  Any amounts  withdrawn as the free withdrawal amount will not be
subject to an Interest Adjustment.
 
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.
 
Reduction or Elimination of the Contingent Deferred Sales Charge
 
ULA may 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 a trust holding the Contract as
an agent for a natural person), the Contract will generally not be treated as an
annuity  for tax  purposes.  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),  pension and profit-sharing plans, which include 401(k) plans
and H.R. 10 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 a period not exceeding life expectancy;

(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 amounts attributable to purchase payments made
pursuant  to  a  salary  reduction  agreement  by  owners  from  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 you are considered the
owner of the shares,  it will result in the loss of the  favorable tax treatment
for the  Contract.  It is unknown to what extent 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 without
being  considered the owner of the shares.  If any guidance is provided which is
considered  a new  position,  then  the  guidance  would  generally  be  applied
prospectively. However, if such guidance is considered not to be a new position,
it may be applied  retroactively.  This would mean that you, as the Owner of the
Contract, could be treated as the owner of the 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, and

*    less any premium tax.

(See "Expenses" for a discussion of the charges.) A withdrawal from the Interest
Adjustment Account may be subject to an adjustment.
 
Partial Withdrawals

*    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 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.

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,  tax penalties  and certain  restrictions  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 had Death Benefit  Option 1 (Enhanced  Death Benefit
Rider).  On your next Contract  anniversary  after May 1, 1998, you were given a
chance  to make a one time  only  election  to  choose  Death  Benefit  Option 2
(Standard  Death  Benefit).  In certain  states,  only Death Benefit Option 1 is
available  until approved by the Insurance  Department in your state (check with
your registered representative regarding availability).

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),  increased by 4% per
     year up to the first Contract anniversary after your 75th birthday; 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  Contract
     anniversary  prior to your 80th 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 greaterof:
 
(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, we will make
the payment within seven days.
 
If you (or any Joint  Owner) die on or after the Income Date 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 on or after  the  Income  Date,  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) is a stock life insurance company
organized in 1955.  ULA was originally  domiciled in Louisiana.  On December 18,
1998, ULA was re-domesticated to Texas. 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.

On February  21, 1999,  PLAIC signed a definitive  agreement to sell ULA and its
wholly-owned subsidiary, United Variable Services, Inc. to ING America Insurance
Holdings Inc. ("ING"). ING's ultimate parent is ING Group,  headquartered in the
Netherlands. ING Group is one of the largest financial services organizations in
the world. The sale of ULA to ING was completed on April 30, 1999.

Year 2000 Matters

ULA has initiated  comprehensive reviews and plans to determine the readiness of
its computer  systems.  These plans  include a process which ensures that when a
particular system, or software application, is determined to be "non- compliant"
the proper steps are in place to remedy the  "non-compliance" or cease using the
particular system or software.

These plans  specifically  provide for an  inventory  of all  critical  computer
systems,  testing of such systems and  resolution  of Year 2000 issues.  ULA has
identified and made available  what it believes are the  appropriate  resources,
hardware,  personnel and funds to ensure Year 2000 compliance. It is anticipated
that all compliance issues will be resolved on or before December 31, 1999.

ULA will not conclusively know the success of its plan until the Year 2000. Even
with  appropriate  and  diligent  pursuit  of a  well-conceived  response  plan,
including  testing  procedures,  there is no  certainty  that any  company  will
achieve complete success.


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),  851 S.W.  Sixth  Avenue,  Suite  850,
Portland,  OR 97204, 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.  Chart 1 reflects  Contracts  with Death
Benefit Option 1. Chart 2 reflects Contracts with Death Benefit Option 2.
 
<TABLE>
<CAPTION>
Chart 1:
                                                                                                     Period from
                                                                                                     Commencement
                                                        Date of                                    of Operations or
                                                      Commencement    Year Ended   Year Ended       for Year Ended
                                                      of Operations    12-31-98     12-31-97           12-31-96
                                                      -------------    --------     --------           --------
AIM V.I. Capital Appreciation Sub-Account
<S>                                                     <C> <C>          <C>                                 
  Unit value at beginning of period                     7/9/98           $ 8.84       N/A                 N/A
  Unit value at end of period                                             10.38
  Number of units outstanding at end of period                          196,604
AIM V.I. Diversified Income Sub-Account
  Unit value at beginning of period                     7/31/98          $ 9.72       N/A                 N/A
  Unit value at end of period                                              9.91
  Number of units outstanding at end of period                           51,420
AIM V.I. Growth Sub-Account
  Unit value at beginning of period                     7/15/98          $ 8.72       N/A                 N/A
  Unit value at end of period                                             11.51
  Number of units outstanding at end of period                          102,814
AIM V.I. Growth And Income Sub-Account
  Unit value at beginning of period                     7/31/98          $ 8.99       N/A                 N/A
  Unit value at end of period                                             11.29
  Number of units outstanding at end of period                          122,167
AIM V.I. International Equity Sub-Account
  Unit value at beginning of period                     6/12/98          $ 8.66       N/A                 N/A
  Unit value at end of period                                              9.84
  Number of units outstanding at end of period                          114,030
Alger American Growth Sub-Account
  Unit value at beginning of period                     1/19/96          $13.88     $11.21              $ 10.05
  Unit value at end of period                                             20.22     $13.88              $ 11.21
  Number of units outstanding at end of period                          871,098     58,256               42,143
AMT Guardian Sub-Account
  Unit value at beginning of period                     8/14/98          $ 7.21       N/A                 N/A
  Unit value at end of period                                              9.35
  Number of units outstanding at end of period                           41,940
AMT Limited Maturity Bond Sub-Account
  Unit value at beginning of period                     8/24/98          $ 9.87       N/A                 N/A
  Unit value at end of period                                             10.14
  Number of units outstanding at end of period                            2,059
AMT Mid-Cap Growth Sub-Account
  Unit value at beginning of period                     8/24/98          $ 8.26       N/A                 N/A
  Unit value at end of period                                             11.32
  Number of units outstanding at end of period                           33,595
AMT Partners Sub-Account
  Unit value at beginning of period                     8/6/98           $ 9.09       N/A                 N/A
  Unit value at end of period                                              9.32
  Number of units outstanding at end of period                           35,832
Dreyfus Stock Index Sub-Account
  Unit value at beginning of period                     3/4/96           $16.02     $12.25              $ 10.15
  Unit value at end of period                                             20.22     $16.02              $ 12.25
  Number of units outstanding at end of period                        1,057,803     45,285               20,958
Dreyfus Growth And Income Sub-Account
  Unit value at beginning of period                    1/19/96           $14.23     $12.45              $ 10.48
  Unit value at end of period                                             15.67     $14.23              $ 12.45
  Number of units outstanding at end of period                          605,589     30,751               11,261
Federated Fund For U.S. Government Securities II Sub-Account
  Unit value at beginning of period                    3/15/96           $11.11     $10.39              $ 10.14
  Unit value at end of period                                             11.77     $11.11              $ 10.39
  Number of units outstanding at end of period                          237,976     27,911                3,447
Federated High Income Bond Fund II Sub-Account
  Unit value at beginning of period                    1/19/96           $12.81     $11.43              $ 10.16
  Unit value at end of period                                             12.94     $12.81              $ 11.43
  Number of units outstanding at end of period                          520,480     37,974               30,495
Federated American Leaders Fund II Sub-Account
  Unit value at beginning of period                    8/17/98           $ 8.76      N/A                   N/A
  Unit value at end of period                                             10.14
  Number of units outstanding at end of period                           95,071
Federated Prime Money Fund II Sub-Account
  Unit value at beginning of period                    8/14/98           $ 9.84      N/A                   N/A
  Unit value at end of period                                             10.20
  Number of units outstanding at end of period                          329,821
Federated Utility Fund II Sub-Account
  Unit value at beginning of period                    1/19/96           $14.10     $11.31              $ 10.30
  Unit value at end of period                                             15.81     $14.10              $ 11.31
  Number of units outstanding at end of period                          193,281     20,103                8,368
MFS Emerging Growth Sub-Account
  Unit value at beginning of period                    1/19/96           $14.08     $11.74              $ 10.19
  Unit value at end of period                                             18.60     $14.08              $ 11.74
  Number of units outstanding at end of period                        1,098,386     69,658               43,337
MFS Growth With Income Sub-Account
  Unit value at beginning of period                    7/14/98           $ 8.78      N/A                    N/A
  Unit value at end of period                                             10.57
  Number of units outstanding at end of period                           92,389
MFS Research Sub-Account
  Unit value at beginning of period                    10/9/98           $ 8.81      N/A                    N/A
  Unit value at end of period                                             10.46
  Number of units outstanding at end of period                          127,109
MFS Total Return Sub-Account
  Unit value at beginning of period                    9/12/96           $13.77     $11.53              $ 10.25
  Unit value at end of period                                             15.22     $13.77              $ 11.53
  Number of units outstanding at end of period                          952,508     52,392               24,528
MFS Utilities Sub-Account
  Unit value at beginning of period                    8/24/98           $ 9.05      N/A                   N/A
  Unit value at end of period                                             10.52
  Number of units outstanding at end of period                           83,695
Morgan Stanley Dean Witter Emerging Markets Debt Sub-Account
  Unit value at beginning of period                       N/A              N/A       N/A                   N/A
  Unit value at end of period
  Number of units outstanding at end of period
Morgan Stanley Dean Witter Equity Growth Sub-Account      
  Unit value at beginning of period                       N/A              N/A       N/A                   N/A
  Unit value at end of period
  Number of units outstanding at end of period
Morgan Stanley Dean Witter Global Equity Sub-Account
  Unit value at beginning of period                   10/19/98           $ 8.81      N/A                   N/A
  Unit value at end of period                                              9.83
  Number of units outstanding at end of period                          121,267
Morgan Stanley Dean Witter High-Yield Sub-Account
  Unit value at beginning of period                    8/10/98           $ 9.65      N/A                   N/A
  Unit value at end of period                                              9.95
  Number of units outstanding at end of period                          138,827
Morgan Stanley Dean Witter Value Sub-Account
  Unit value at beginning of period                    6/23/98           $ 9.19      N/A                   N/A
  Unit value at end of period                                              8.86
  Number of units outstanding at end of period                           64,497
Scudder International, Class A Sub-Account
  Unit value at beginning of period                    1/19/96           $12.26     $11.42             $ 10.11
  Unit value at end of period                                             14.30     $12.26             $ 11.42
  Number of units outstanding at end of period                          422,522     27,011              18,553
Scudder Money Market Sub-Account
  Unit value at beginning of period                    1/12/96           $10.75     $10.38             $ 10.04
  Unit value at end of period                                             11.13     $10.75             $ 10.38
  Number of units outstanding at end of period                          606,111     44,108              17,583
Van Eck Worldwide Hard Assets Sub-Account
  Unit value at beginning of period                    1/29/97           $11.40      11.78                N/A
  Unit value at end of period                                              7.74     $11.40
  Number of units outstanding at end of period                           24,187      1,652
Warburg Pincus Fixed Income Sub-Account
  Unit value at beginning of period                    8/10/98           $ 9.87       N/A                 N/A
  Unit value at end of period                                             10.50
  Number of units outstanding at end of period                          207,482
Warburg Pincus International Equity Sub-Account
  Unit value at beginning of period                      N/A               N/A        N/A                 N/A
  Unit value at end of period.
  Number of units outstanding at end of period.
Warburg Pincus Post-Venture Capital Sub-Account
  Unit value at beginning of period                      N/A               N/A        N/A                 N/A
  Unit value at end of period
  Number of units outstanding at end of period
</TABLE>

<TABLE>
<CAPTION>
Chart 2:
Date of
                                                    Commencement      Year Ended
                                                    of Operations      12-31-98
                                                    -------------      --------
AIM V.I. Capital Appreciation Sub-Account
<S>                                                  <C> <C>           <C>   
  Unit value at beginning of period                  8/4/98            $ 8.84
  Unit value at end of period                                          $10.40
  Number of units outstanding at end of period                        196,604
AIM V.I. Diversified Income Sub-Account
  Unit value at beginning of period                  9/1/98            $ 9.71
  Unit value at end of period                                          $ 9.92
  Number of units outstanding at end of period                         51,420
AIM V.I. Growth Sub-Account
  Unit value at beginning of period                  7/23/98           $ 8.71
  Unit value at end of period                                          $11.53
  Number of units outstanding at end of period                        102,814
AIM V.I. Growth and Income Sub-Account
  Unit value at beginning of period                  7/23/98           $ 8.98
  Unit value at end of period                                          $11.31
  Number of units outstanding at end of period                        122,167
AIM V.I. International Equity Sub-Account
  Unit value at beginning of period                  9/1/98            $ 8.65
  Unit value at end of period                                          $ 9.85
  Number of units outstanding at end of period                        114,030
Alger American Growth Sub-Account
  Unit value at beginning of period                  1/19/96           $ 8.61
  Unit value at end of period                                          $12.49
  Number of units outstanding at end of period                        871,098
AMT Guardian Sub-Account
  Unit value at beginning of period                  N/A               N/A
  Unit value at end of period
  Number of units outstanding at end of period
AMT Limited Maturity Bond Sub-Account
  Unit value at beginning of period                  N/A               $ 9.87
  Unit value at end of period                                          $10.16
  Number of units outstanding at end of period                          2,059
AMT Mid-Cap Growth Sub-Account
  Unit value at beginning of period                  N/A               $ 8.26
  Unit value at end of period                                          $11.34
  Number of units outstanding at end of period                         33,595
AMT Partners Sub-Account
  Unit value at beginning of period                  N/A               $ 9.08
  Unit value at end of period                                          $ 9.33
  Number of units outstanding at end of period                         35,832
Dreyfus Stock Index Sub-Account
  Unit value at beginning of period                  3/4/96            $ 8.74
  Unit value at end of period                                          $11.05
  Number of units outstanding at end of period                      1,057,803
Dreyfus Growth And Income Sub-Account
  Unit value at beginning of period                  1/19/96           $ 8.97
  Unit value at end of period                                          $ 9.90
  Number of units outstanding at end of period                        605,589
Federated Fund For U.S. Government Securities II Sub-Account
  Unit value at beginning of period                  3/15/96           $ 9.84
  Unit value at end of period                                          $10.45
  Number of units outstanding at end of period                        237,976
Federated High Income Bond Fund II Sub-Account
  Unit value at beginning of period                  1/19/96           $ 9.69
  Unit value at end of period                                          $ 9.82
  Number of units outstanding at end of period                        520,480
Federated American Leaders Fund II Sub-Account
  Unit value at beginning of period                  N/A               N/A
  Unit value at end of period
  Number of units outstanding at end of period
Federated Prime Money Fund II Sub-Account
  Unit value at beginning of period                  8/31/98           $ 9.84
  Unit value at end of period                                          $10.22
  Number of units outstanding at end of period                        329,821
Federated Utility Fund II Sub-Account
  Unit value at beginning of period                  1/19/96           $ 9.69
  Unit value at end of period                                          $10.89
  Number of units outstanding at end of period                        193,281
MFS Emerging Growth Sub-Account
  Unit value at beginning of period                  1/19/96           $ 8.43
  Unit value at end of period                                          $11.15
  Number of units outstanding at end of period                      1,098,386
MFS Growth With Income Sub-Account
  Unit value at beginning of period                  10/5/98           $ 8.78
  Unit value at end of period                                          $10.59
  Number of units outstanding at end of period                         92,389
MFS Research Sub-Account
  Unit value at beginning of period                  8/4/98            $ 8.80
  Unit value at end of period                                          $10.47
  Number of units outstanding at end of period                        127,109
MFS Total Return Sub-Account
  Unit value at beginning of period                  9/12/96           $ 9.34
  Unit value at end of period       .                                  $10.35
  Number of units outstanding at end of period                        952,508
MFS Utilities Sub-Account
  Unit value at beginning of period                   N/A              N/A
  Unit value at end of period
  Number of units outstanding at end of period
Morgan Stanley Dean Witter Emerging Markets Debt Sub-Account
  Unit value at beginning of period                  7/14/98           $ 9.58
  Unit value at end of period                                          $ 6.77
  Number of units outstanding at end of period                         10,208
Morgan Stanley Dean Witter Equity Growth Sub-Account
  Unit value at beginning of period                  8/4/98            $ 8.83
  Unit value at end of period.                                         $10.36
  Number of units outstanding at end of period                         40,838
Morgan Stanley Dean Witter Global Equity Sub-Account
  Unit value at beginning of period                  9/4/98            $ 8.81
  Unit value at end of period.                                         $ 9.84
  Number of units outstanding at end of period                        121,267
Morgan Stanley Dean Witter High-Yield Sub-Account
  Unit value at beginning of period                  7/14/98           $ 9.65
  Unit value at end of period                                          $ 9.97
  Number of units outstanding at end of period                        138,827
Morgan Stanley Dean Witter Value Sub-Account
  Unit value at beginning of period                  N/A               N/A
  Unit value at end of period.
  Number of units outstanding at end of period
Scudder International, Class A Sub-Account
  Unit value at beginning of period.                 1/19/96           $ 8.62
  Unit value at end of period                                          $10.07
  Number of units outstanding at end of period.                       422,522
Scudder Money Market Sub-Account
  Unit value at beginning of period                  1/12/96           $ 9.88
  Unit value at end of period                                          $10.24
  Number of units outstanding at end of period.                       606,111
Van Eck Worldwide Hard Assets Sub-Account
  Unit value at beginning of period                  1/29/97           $10.01
  Unit value at end of period                                          $ 6.85
  Number of units outstanding at end of period.                        24,187
Warburg Pincus Fixed Income Sub-Account
  Unit value at beginning of period                  8/27/98           $ 9.87
  Unit value at end of period                                          $10.52
  Number of units outstanding at end of period                        207,482
Warburg Pincus International Equity Sub-Account
  Unit value at beginning of period                  7/14/98           $ 8.60
  Unit value at end of period                                          $ 8.93
  Number of units outstanding at end of period                          8,207
Warburg Pincus Post-Venture Capital Sub-Account
  Unit value at beginning of period                  N/A               N/A
  Unit value at end of period
  Number of units outstanding at end of period
</TABLE>

          Table of Contents of the Statement of Additional Information

Company
Independent Auditors
Legal Opinions
Distributor
Reduction or Elimination of the Contingent Deferred Sales Charge
Yield Calculation for Money Market Portfolio
Calculation of Performance Information
Federal Tax Status
Annuity Provisions
Financial Statements



Please send me, at no charge, the Statement of Additional information dated 
April 30, 1999 for the Fixed and Variable Annuity Contract issued by United
Life & Annuity Insurance Company for (please check the one that applies to 
your prospectus):  

        /_/ SpectraDirect       /_/ SpectraSelect

(Please print or type and fill in all information.)



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


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


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City           State           Zip Code

ULV-AD-4009 (4/99)

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- -------------------------           Affix postage here
- -------------------------           The Post Office will
                                    not deliver mail 
                                    without postage.
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            United Life & Annuity Insurance Company
            Variable Annuity Service Center
            851 SW Sixth Avenue, Suite 850
            Portland, OR 97204-1337



This prospectus is not an offering of the securities in any state,  country,  or
jurisdiction  in which we are not authorized to sell the  Contracts.  You should
rely  only  on the  information  contained  in this  prospectus  or that we have
referred you to. We have not authorized  anyone to provide you with  information
that is different.



Issued by:

United Life & Annuity Insurance Company

Distributed by United Variable Services, Inc., Member NASD


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