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VARITRAK
Flexible Premium Adjustable Benefit Variable Life Insurance Policy
issued by
National Life Insurance Company
Supplement dated May 20, 1998 to Prospectus dated May 1, 1998
NATIONAL LIFE INSURANCE COMPANY
On May 8, 1998, the Board of Directors of National Life Insurance Company
("National Life") approved a Plan of Reorganization under which National Life
would convert from a mutual life insurance company to a stock life insurance
company, all of the outstanding stock of which would initially be indirectly
owned by a newly formed mutual insurance holding company, National Life Holding
Company. All policyholders of National Life, including Owners of the Policies,
would become voting members of National Life Holding Company. The contractual
rights of Owners of the Policies would not change if the Plan of Reorganization
is consummated. The Plan of Reorganization is subject to the approval of the
Vermont Commissioner of Banking, Insurance, Securities and Health Care
Administration, and to a favorable vote of the policyholders of National Life.
GOLDMAN SACHS VARIABLE INSURANCE TRUST
The second sentence of the first paragraph under "Goldman Sachs Variable
Insurance Trust" on page 17 of the prospectus is amended to read as follows:
Goldman Sachs Variable Insurance Trust is a "series" type mutual fund registered
with the SEC as an open-end management investment company issuing a number of
series or classes, each of which represents an interest in a Fund of Goldman
Sachs Variable Insurance Trust. Each Fund, except the Global Income Fund, is a
diversified investment company. In addition, the investment objective of the
Midcap Equity Fund of the Trust is amended to read as follows: Seeks long-term
capital appreciation primarily through investments in equity securities of
companies with public stock market capitalizations within the range of the
market capitalization of companies constituting the Russell Midcap Index at the
time of investment (currently between $400 million and $16 billion).
It should also be noted that the expense ratios presented on page 8 of the
Prospectus for the four series of the Goldman Sachs Variable Insurance Trust are
estimates, since the Trust began operations on January 1, 1998. In the absence
of expense reimbursement programs, pursuant to which Goldman Sachs Asset
Management and Goldman Sachs Asset Management International have respectively
agreed to reduce or limit certain Fund expenses (excluding management fees,
taxes, interest and brokerage fees, and litigation, indemnification and
extraordinary expenses), it is estimated that the "Other Expenses" and "Total
Other Expenses" for the International Equity Fund, the Global Income Fund, the
CORE Small Cap Equity Fund and the Mid Cap Equity Fund would have been 1.22% and
2.22%, 1.72% and 2.62%, 1.03% and 1.78%, and .53% and 1.33%, respectively.
