KANSAS CITY LIFE VARIABLE LIFE SEPARATE ACCOUNT
497, 1999-05-06
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                                   PROSPECTUS
          Individual Flexible Premium Variable Life Insurance Contracts
               KANSAS CITY LIFE VARIABLE LIFE SEPARATE ACCOUNT OF
                       Kansas City Life Insurance Company


      Home Office:                                Correspondence to:
    3520 Broadway                              Variable Administration
Kansas City, Missouri  64111-2565                  P.O. Box 219364
 Telephone (816) 753-7000                   Kansas City, Missouri  64121-9364
                                                 Telephone (800) 616-3670

This Prospectus describes an individual flexible premium variable life insurance
contract  ("Contract")  offered by Kansas City Life Insurance  Company.  We have
provided a  definitions  section at the  beginning of this  Prospectus  for your
reference as you read.

The Contract is designed to provide  insurance  protection  on the person named.
The Contract also provides you the  opportunity to allocate your premiums to one
or more divisions ("Subaccounts") of the Kansas City Life Variable Life Separate
Account ("Variable Account") or the Fixed Account. The assets of each Subaccount
are invested in a corresponding  portfolio of a designated mutual fund ("Funds")
as follows:

   
MFS(R)Variable Insurance TrustSM                    Manager


     MFS Emerging Growth Series                     MFS Investment Management(R)
     MFS Research Series
     MFS Total Return Series
     MFS Utilities Series
     MFS Global Governments Series
     MFS Bond Series

American Century Variable Portfolios                 Manager
     American Century VP Capital Appreciation        American Century Investment
                                                     Management, Inc.
     American Century VP Income & Growth
     American Century VP International
     American Century VP Value

Federated Insurance Series                           Manager
     Federated American Leaders Fund II              Federated Investment 
                                                     Management Company
     Federated High Income Bond Fund II
     Federated Prime Money Fund II

Dreyfus Variable Investment Fund                     Manager
     Capital Appreciation Portfolio                  The Dreyfus Corporation
     Small Cap Portfolio

Dreyfus Stock Index Fund                             Manager
                                                     The Dreyfus Corporation & 
                                                     Mellon Equity Associates

The Dreyfus Socially Responsible Growth Fund, Inc.   Manager
                                                     The Dreyfus Corporation
                                                     Sub-Investment Adviser: NCM
                                                     Capital Management Group, 
                                                     Inc.

J.P. Morgan Series Trust II                          Manager
     J.P. Morgan Equity Portfolio                    J.P. Morgan Investment 
                                                     Management Inc.
     J.P. Morgan Small Company Portfolio

Templeton Variable Products Series Fund              Manager
     Templeton International Fund Class 2            Templeton Investment 
                                                     Counsel, Inc.

Calamos Advisors Trust                               Manager
     Calamos Convertible Portfolio                   Calamos Asset Management, 
                                                     Inc.
    
The accompanying prospectuses for the Funds describe these portfolios. The value
of amounts  allocated  to the Variable  Account  (prior to the date the Contract
matures) will vary according to the investment  performance of the Portfolios of
the Funds.  You bear the entire  investment  risk of  amounts  allocated  to the
Variable  Account.  Another  choice  available for allocation of premiums is our
Fixed Account.  The Fixed Account is part of Kansas City Life's general account.
It pays interest at declared rates guaranteed to equal or exceed 4%.

The Contract  also offers you the  flexibility  to vary the amount and timing of
Premium  Payments  and to change  the  amount of Death  Benefits  payable.  This
flexibility  allows you to provide  for your  changing  insurance  needs under a
single insurance contract.

You can select from two Coverage Options available under the Contract:

o    Option A: a level Death Benefit; and
o    Option B: a Death Benefit that fluctuates with the value of the Contract.

We guarantee that the Death Benefit Proceeds will never be less than a specified
amount of insurance (less any outstanding loans and past due charges) as long as
you pay sufficient premiums to keep the Contract in force.

   
The  Contract  provides  for a value that you can  receive by  surrendering  the
Contract.  There is no guaranteed minimum value. If the value is insufficient to
cover the charges due under the Contract, the Contract will lapse without value.
It may not be advantageous to replace existing insurance. Within certain limits,
you may return the Contract or exercise a no-fee transfer right.

This  Prospectus  and  the  accompanying  fund  prospectuses  provide  important
information you should have before deciding to purchase a Contract.  Please keep
these for future reference.

An investment  in the Contract is not a deposit or obligation  of, or guaranteed
or endorsed by, any bank, nor is the Contract  federally  insured by the Federal
Deposit Insurance  Corporation or any other government  agency. An investment in
the Contract  involves  certain  risks  including  the loss of Premium  Payments
(principal).

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or passed upon the  accuracy or  adequacy  of this  Prospectus.  Any
representation to the contrary is a criminal offense.
    




                      This Prospectus is Dated May 1, 1999




<PAGE>


                               PROSPECTUS CONTENTS


DEFINITIONS.................................................................


SUMMARY AND DIAGRAM OF THE CONTRACT.........................................


DIAGRAM OF THE CONTRACT.....................................................


GENERAL INFORMATION ABOUT KANSAS CITY LIFE..................................
         Kansas City Life Insurance Company.................................


THE VARIABLE ACCOUNT AND THE FUNDS..........................................
         Kansas City Life Variable Life Separate Account....................
         The Funds..........................................................
         Resolving Material Conflicts.......................................
         Addition, Deletion or Substitution of Investments..................
         Voting Rights......................................................


PURCHASING A CONTRACT.......................................................
         Applying for a Contract............................................
         Free Look Right to Cancel Contract.................................


PREMIUM PAYMENTS............................................................
         Premiums...........................................................
         Premium Payments to Prevent Lapse..................................


ALLOCATIONS AND TRANSFERS...................................................
         Premium Allocations and Crediting..................................
         Transfer Privilege.................................................
         Dollar Cost Averaging Plan.........................................
         Portfolio Rebalancing Plan.........................................


FIXED ACCOUNT...............................................................
         Minimum Guaranteed and Current Interest Rates......................
         Calculation of Fixed Account Value.................................
         Delay of Payment...................................................


CHARGES AND DEDUCTIONS......................................................
         Premium Expense Charge.............................................
         Monthly Deduction..................................................
         Daily Mortality and Expense Risk Charge............................
         Transfer Processing Fee............................................
         Surrender Charge...................................................
         Partial Surrender Fee..............................................
         Fund Expenses......................................................
         Reduced Charges for Eligible Groups................................
         Other Tax Charge...................................................


HOW YOUR CONTRACT VALUES VARY...............................................
         Bonus on Contract Value in the Variable Account....................
         Determining the Contract Value.....................................
         Cash Surrender Value...............................................

DEATH BENEFIT AND CHANGES IN SPECIFIED AMOUNT...............................
         Amount of Death Benefit Proceeds...................................
         Coverage Options...................................................
         Initial Specified Amount and Coverage Option.......................
         Changes in Coverage Option.........................................
         Changes in Specified Amount........................................
         Selecting and Changing the Beneficiary.............................


CASH BENEFITS...............................................................
         Contract Loans.....................................................
         Surrendering the Contract for Cash Surrender Value.................
         Partial Surrenders.................................................
         Maturity Benefit...................................................
         Payment Options....................................................
         Specialized Uses of the Contract...................................


Illustrations...............................................................
         Assumptions........................................................
         Charges Illustrated................................................


OTHER CONTRACT BENEFITS AND PROVISIONS......................................
         Limits on Rights to Contest the Contract...........................
         Changes in the Contract or Benefits................................
         Payment of Proceeds................................................
         Reports to Contract Owners.........................................
         Assignment.........................................................
         Reinstatement......................................................
         Supplemental and/or Rider Benefits.................................


Tax Considerations..........................................................
         Introduction.......................................................
         Tax Status of the Contract.........................................
         Tax Treatment of Contract Benefits.................................
         Our Income Taxes...................................................
         Possible Tax Law Changes...........................................


OTHER INFORMATION ABOUT THE CONTRACTS AND...................................


KANSAS CITY LIFE............................................................
         Sale of the Contracts..............................................
         Telephone Authorizations...........................................
         Kansas City Life Directors and Executive Officers..................
         State Regulation...................................................
         Additional Information.............................................
         Experts............................................................
         Litigation.........................................................
         Preparing for Year 2000............................................
         Company Holidays...................................................
         Legal Matters......................................................
         Financial Statements...............................................

You should rely only on the  information  contained in this  document or that we
have  referred  you to.  We have  not  authorized  anyone  to  provide  you with
information that is different.


<PAGE>



                                                                   5
DEFINITIONS

Accumulation Unit An accounting unit used to measure the net investment  results
     of each of the Subaccounts.

Age  The  Insured's  age on  his/her  last  birthday  as of or on each  Contract
     Anniversary. The Contract is issued at the Age shown in the Contract.

Allocation Date The date we apply your  initial  premium  to your  Contract.  We
     allocate this premium to the Federated Prime Money Fund II Subaccount where
     it remains until the Reallocation Date. The Allocation Date is the later of
     the date we approve  your  application  or the date we receive  the initial
     premium at our Home Office.

Beneficiary The person you  designate  to receive  any  Proceeds  payable at the
     death of the Insured.

Cash Surrender Value The Contract Value less any applicable Surrender Charge and
     any Contract Indebtedness.

Contract  Anniversary The same day and month as the Contract Date each year that
     the Contract remains in force.

Contract Date The date on which coverage takes effect.  Contract  Months,  Years
     and Anniversaries are measured from the Contract Date.

Contract  Value  Measure  of the  value in your  Contract.  It is the sum of the
     Variable  Account Value and the Fixed Account Value which includes the Loan
     Account Value.

Contract Year Any period of twelve months starting with the Contract Date or any
     Contract Anniversary.

Coverage Options Death Benefit options available which affect the calculation of
     the Death Benefit.  Option A provides a Death Benefit at least equal to the
     Specified  Amount.  Option B provides a Death Benefit at least equal to the
     Specified Amount plus the Contract Value.

Death Benefit Proceeds The amount of Proceeds payable upon the Insured's death.

Fixed Account Value Measure of value accumulating in the Fixed Account.

GracePeriod A 61-day period we provide when there is insufficient  value in your
     Contract  and  the  Contract  will  terminate  unless  you  pay  additional
     premiums.  This period of time gives you the chance to pay enough  premiums
     to keep your Contract in force.

Guaranteed Monthly Premium A premium amount which when paid guarantees that your
     Contract will not lapse during the Guaranteed Payment Period.

Guaranteed Payment Period The period of time during which we guarantee that your
     Contract will not lapse if you pay the Guaranteed Monthly Premiums.

Home Office 3520 Broadway, P.O. Box 219364, Kansas City, Missouri 64121-9364.

Indebtedness The sum of all outstanding Contract loans plus accrued interest.

Insured The person whose life we insure under the Contract.

LapseTermination  of the  Contract  because  there  is not  enough  value in the
     Contract when the Grace Period ends.

Loan Account  The  Loan  Account  is used to  track  loan  amounts  and  accrued
     interest. It is part of the Fixed Account.

Loan Account Value Measure of the amount of Contract  Value assigned to the Loan
     Account.

Maturity Date The date when Death Benefit coverage terminates and we pay you any
     Cash Surrender Value.

Monthly  Anniversary  Day The day of each  month on  which  we make the  Monthly
     Deduction.  It is the same day of each month as the Contract  Date,  or the
     last day of the month for those months not having such a day.

Monthly Deduction  The amount we deduct from the Contract  Value to pay the cost
     of insurance  charge,  monthly  expense  charge,  any  applicable  increase
     expense charge, and any charges for supplemental and/or rider benefits.  We
     make the Monthly Deduction as of each Monthly Anniversary Day.

Net  Investment  Factor  An  index  used  to  measure  Subaccount   performance.
     Calculation of the Net Investment Factor is described on page 28.

Owner,  You The person  entitled to exercise  all rights and  privileges  of the
Contract.

Planned Premium  Payments The amount and frequency of Premium Payments you chose
     to pay in your last  instructions  to us.  This is the  amount we will bill
     you.  It is only  an  indication  of your  preferences  of  future  Premium
     Payments.

Premium/Premium  Payment(s)  The amount(s) you pay to purchase the Contract.  It
     includes both Planned Premium Payments and unscheduled premiums.

Proceeds The total amount we are obligated to pay.

   
Reallocation Date The date on which the Contract Value we initially allocated to
     the  Federated  Prime Money Fund II Subaccount  on the  Allocation  Date is
     allocated to the Subaccounts  and/or to the Fixed Account.  We allocate the
     Contract Value based on the premium  allocation  percentages you specify in
     the  application.  The  Reallocation  Date is 30 days after the  Allocation
     Date.
    

Specified Amount The amount of  insurance  coverage on the  Insured.  The actual
     Death Benefit will depend upon whether Option A or Option B is in effect at
     the time of death.

Subaccounts The divisions of the Variable Account. The assets of each Subaccount
     are invested in a portfolio of a designated mutual fund.

Subaccount Value Measure of the value in a particular Subaccount.

Unscheduled Premium Any premium other than a Planned Premium Payment.

Valuation Day Each day on which both the New York Stock Exchange and Kansas City
     Life are open for business.

Valuation Period The interval of time  beginning at the close of business on one
     Valuation  Day and ending at the close of  business  on the next  Valuation
     Day. Close of business occurs at 3 p.m. Central Standard Time.

Variable Account  Value The  Variable  Account  Value is equal to the sum of all
     Subaccount Values of a Contract.

We,  Our, Us Kansas City Life Insurance Company.

Written Notice A written notice in a form  satisfactory  to us that is signed by
     the Owner and received at the Home Office.



<PAGE>



SUMMARY AND DIAGRAM OF THE CONTRACT

The following summary of Prospectus  information and diagram provide an overview
of the Contract.  Please read it along with the more detailed  information which
follows in this Prospectus and the Contract.

     Who  Should  Purchase a  Contract.  The  Contract  is  designed  to provide
long-term  insurance  benefits and may also provide  long-term  accumulation  of
value.  You should  evaluate the Contract in  conjunction  with other  insurance
policies  that you own and you  should  consider  your  insurance  needs and the
Contract's long-term investment potential.  It may not be an advantage to you to
replace  existing  insurance  coverage with this Contract.  You should carefully
consider replacement  especially if the decision to replace existing coverage is
based solely on a comparison of illustrations.  (See  "Illustrations"  below and
"Specialized Uses of the Contract" on page 35.)

     The Contract.  The Contract is an individual flexible premium variable life
insurance  contract.  As  long as it  remains  in  force  it  provides  lifetime
insurance  protection on the Insured until the Maturity  Date.  You pay premiums
for insurance coverage.  The Contract also provides for accumulation of premiums
and a value if the Contract terminates.  The value during the early years of the
Contract is likely to be much lower than the premiums paid.

The Death Benefit may and the value of the Contract will increase or decrease to
reflect the  investment  performance  of the  Subaccounts  to which you allocate
premiums.  There is no  guaranteed  minimum  value.  We do guarantee to keep the
Contract  in force  during the first five years of the  Contract  and during the
five years  following the effective date of an increase in the Specified  Amount
as long as you meet a premium  requirement.  (See "Guaranteed Payment Period and
Guaranteed Monthly Premium," page 19.) If the value is not enough to pay charges
due, the Contract will lapse  without value after a Grace Period.  (See "Premium
Payments  to Prevent  Lapse,"  page 20.) The  Contract  also  permits  loans and
partial  surrenders,  within  limits.  If a  Contract  lapses  while  loans  are
outstanding,  adverse tax  consequences may result.  (See "Tax  Considerations,"
page 49.)

     Free Look Right to Cancel. For a limited time, you have the right to cancel
your Contract and receive a refund.  (See "Free Look Right to Cancel  Contract,"
page 18.) During  this  "free-look"  period,  we will  allocate  premiums to the
Federated Prime Money Fund II Subaccount for 30 days. (See "Premium  Allocations
and Crediting," page 20.) For a limited time after requesting an increase in the
Contract's amount of insurance coverage, you may cancel the increase and you may
be entitled to a refund of certain charges.

     Illustrations. Illustrations in this Prospectus or those used in connection
with the purchase of a Contract are based on hypothetical rates of return. These
rates are not  guaranteed.  They are  illustrative  only and don't  show past or
future  performance.  Actual  rates of return  may be higher or lower than those
shown in Contract  illustrations.  Actual Contract values will be different from
those illustrated.

The  illustrations  show  Contract  values  based on both  current  charges  and
guaranteed charges.  (See "Illustrations," page 35.) Illustrated Contract Values
in the illustrations based on current charges reflect a bonus that we may credit
beginning in the eleventh  Contract Year. The bonus is not guaranteed and we pay
it at our sole discretion.

     Contract  Tax  Compliance.  We  intend  for the  Contract  to  satisfy  the
definition  of a life  insurance  contract  under  Section  7702 of the Internal
Revenue Code. Under certain circumstances, federal tax law views a Contract as a
"modified  endowment  contract."  Violation of the  definition of life insurance
and/or  designation  as a  "modified  endowment  contract"  will  affect the tax
advantages  offered  under this  Contract.  We will monitor  Contracts  and will
notify you on a timely basis if your  Contract is in jeopardy of  violating  the
definition of life insurance or becoming a modified endowment contract. See "Tax
Considerations," page 49, for further discussion of the tax status of a Contract
and the tax consequences.

     OwnerInquiries.  If you have any  questions,  you may write or call  Kansas
City Life's Home Office at 3520 Broadway, P.O. Box 219364, Kansas City, Missouri
64121-9364, 1-800-616-3670.


<PAGE>



                             DIAGRAM OF THE CONTRACT

                                PREMIUM PAYMENTS
- --------------------------------------------------------------------------------


o    You  select a  payment  plan  (Planned  Premium  Payment),  but you are not
     required to pay Premium  Payments  according to the plan.  You can vary the
     amount and frequency of the planned  Premium  Payments and can skip planned
     Premium Payments. (See page 18 for rules and limits.)


o    The Contract's  minimum initial premium payment and planned premium payment
     depend on the Insured's Age, sex and risk class,  initial  Specified Amount
     selected, and any supplemental and/or rider benefits.

o    You may pay unplanned Premium Payments, within limits. (See page 18.)

o    Under certain circumstances, which include taking excessive Contract loans,
     you may have to make extra  Premium  Payments to prevent  lapse.  (See page
     20.)
- --------------------------------------------------------------------------------
                        DEDUCTIONS FROM PREMIUM PAYMENTS
- --------------------------------------------------------------------------------


o    We deduct a premium  expense  charge of 2.25% of all  Premium  Payments  to
     cover any state or local premium taxes and  administrative  expenses.  (See
     page 23.)


- --------------------------------------------------------------------------------
                         ALLOCATION OF PREMIUM PAYMENTS
- --------------------------------------------------------------------------------

o    You direct the  allocation of Premium  Payments among 21 Subaccounts of the
     Variable  Account  and/or  the Fixed  Account.  We apply  premiums  to your
     Contract after deducting the premium expense charge. (See page 20 for rules
     and limits on premium allocations.)

o    Each Subaccount  invests in a corresponding  portfolio of the Funds.  While
     the Contract is in effect,  the Contract  Value will vary  according to the
     investment performance of the Portfolios of the Funds.

o    We  credit  amounts  allocated  to the  Fixed  Account  at  interest  rates
     guaranteed  to equal or exceed  4%.  (See  page 22 for rules and  limits on
     transfers from the Fixed Account allocations.)


- --------------------------------------------------------------------------------
                         DEDUCTIONS FROM CONTRACT VALUE
- --------------------------------------------------------------------------------

o    There is a Monthly Deduction for cost of insurance, monthly expense charge,
     and charges for any supplemental and/or rider benefits. The monthly expense
     charge is currently  $26.00 per month for the first Contract Year and $6.00
     per month  thereafter,  plus  $20.00 per month for the 12  Contract  Months
     following an increase in Specified Amount. (See page 23.)

o    A $25  transfer  processing  fee applies for any  Subaccount  and/or  Fixed
     Account transfers  occurring after the first six transfers in each Contract
     Year. The first six transfers are free.

- --------------------------------------------------------------------------------
                             DEDUCTIONS FROM ASSETS
- --------------------------------------------------------------------------------

o    There is a daily charge at a guaranteed  maximum  annual rate of 0.90% from
     the  Subaccounts  for mortality and expense risks.  (See page 25.) We don't
     deduct this charge from the Fixed Account Value.

   
o    Management  fees and other  expenses are  deducted  from the assets of each
     Portfolio  before  calculation  of  Subaccount  values.  (See page 27.) The
     following tables should assist you in understanding  the fund expenses that
     you will bear. The Annual  Expenses for the Funds are expenses for the most
     recent  fiscal year,  except as noted below.  Expenses of the Funds are not
     fixed or specified in the Contract and actual expenses may vary. For a more
     complete  description of the various  expenses see the prospectuses for the
     underlying Funds that accompany this Prospectus.
    

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

<TABLE>
<CAPTION>


                                                         MFS                         MFS                      MFS
                                                       Emerging         MFS         Total         MFS        Global       MFS
                                                        Growth       Research       Return     Utilities     Gov't        Bond
                                                        Series        Series        Series      Series       Series      Series
<S>                                                    <C>            <C>          <C>          <C>         <C>         <C>    
MFS(R) Variable Insurance TrustSM Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees)              0.75%          0.75%        0.75%        0.75%       0.75%       0.60%
Other Expenses 1/                                       0.10%          0.11%        0.16%        0.26%       0.36%       0.63%
                                                        -----          -----        -----        -----       -----       -----
Total Annual Series Operating Expenses 1/               0.85%          0.86%        0.91%        1.01%       1.11%       1.23%
Expense Reimbursement2/                                (0.00%)        (0.00%)      (0.00%)      (0.00%)     (0.10%)     (0.21%)
                                                       -------         ------      -------      -------     -------     -------
Net Expenses1/                                          0.85%          0.86%        0.91%        1.01%       1.01%       1.02%


</TABLE>
<TABLE>
<CAPTION>



<PAGE>


                                                                  Am Cent         Am Cent VP
                                                                 VP Capital        Income &         Am Cent VP         Am Cent
                                                                Appreciation        Growth         International      VP Value

<S>                                                                <C>               <C>               <C>             <C>          
American Century Variable Portfolios Annual Expenses (as a
percentage of average net assets)
Management Fees (Investment Advisory Fees)                         1.00%             0.70%             1.50%           1.00%
Other Expenses (after any expense reimbursement)                   0.00%             0.00%             0.00%           0.00%
                                                                   -----             -----             -----           -----
Total Fund Annual Expenses (after any expense                      1.00%             0.70%             1.50%           1.00%
reimbursement)3/
</TABLE>
<TABLE>
<CAPTION>


                                                                 Federated         Federated         Federated
                                                                  American        High Income          Prime
                                                                  Leaders            Bond              Money
                                                                  Fund II           Fund II           Fund II
<S>                                                                <C>               <C>               <C>  
Federated Insurance Series Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees)                         0.74%             0.60%             0.49%
Other Expenses (after waiver)4/                                    0.14%             0.18%             0.31%
Shareholder Services Fee 5/                                        0.00%             0.00%             0.00%
                                                                   -----             -----             -----
Total Fund Annual Operating Expenses (after waiver)4/              0.88%             0.78%             0.80%

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                                               Dreyfus
                                                               Capital           Dreyfus
                                                            Appreciation         Small Cap
                                                              Portfolio         Portfolio
<S>                                                             <C>               <C>  
Dreyfus Variable Investment Fund Annual Expenses (as a
percentage of average net assets)
Management Fees (Investment Advisory Fees)                      0.75%             0.75%
Other Expenses                                                  0.06%             0.02%
                                                                -----             -----
Total Fund Annual Expenses                                      0.81%             0.77%
</TABLE>



                                                                 Dreyfus Stock
                                                                   Index Fund
Dreyfus Stock Index Fund Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees)                            0.25%
Shareholder Services Fee 6/                                           0.00%
Other Expenses                                                        0.01%
                                                                      -----
Total Fund Annual Expenses6/                                          0.26%



   
                                                                   The Dreyfus
                                                                     Socially
                                                                    Responsible
                                                                    Growth Fund,
                                                                        Inc.
The Dreyfus Socially Responsible Growth Fund, Inc.
Annual Expenses (as a percentage of average net assets)
Management Fees (Investment Advisory Fees)                             0.75%
Shareholder Services Fee  6/                                           0.00%
Other Expenses                                                         0.05%
                                                                       -----
Total Fund Annual Expenses 6/                                          0.80%
    





<PAGE>

<TABLE>
<CAPTION>


   
                                                                   JP Morgan             JP Morgan
                                                                    Equity             Small Company
                                                                   Portfolio             Portfolio
<S>                                                                 <C>                   <C>    
J.P. Morgan Series Trust II Annual Expenses
(as a percentage of average net assets)
Management Fees                                                      0.40%                 0.60%
Other Expenses                                                       1.08%                 2.83%
                                                                     -----                 -----
Total Annual Series Operating Expenses 7/                            1.48%                 3.43%
Expense Reimbursement7/                                             (0.58%)               (2.28%)
                                                                    -------               -------
Net Expenses7/                                                       0.90%                 1.15%
    

</TABLE>

<PAGE>


                                                                    Templeton
                                                                 International
                                                                Fund Class 2 8/
Templeton Variable Product Series Fund
Annual Expenses (as a percentage of average net assets)
Management Fees (Investment Advisory Fees)                             0.69%
Rule 12b-1 Fees                                                        0.25%
Other Expenses                                                         0.17%
                                                                       -----
             Total Fund Annual Operating Expenses                      1.11%


                                                                      Calamos
                                                                   Convertible
                                                                     Portfolio
Calamos Advisors Trust Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees)                              0.75%
Other Expenses9/                                                        1.25%
                                                                        -----
Total Annual Portfolio Operating Expenses                               2.00%
Expense Reimbursement                                                 (1.00)%
                                                                       -------
Net Expenses10/                                                         1.00%

- --------------------------
     1/ 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.
     2/ MFS  has  agreed  to  bear  expenses  for  these   series,   subject  to
        reimbursement  by  the  series,  such  that  each  such  series'  "Other
        Expenses"  shall not exceed the  following  percentages  of the  average
        daily net assets of the series during the current fiscal year: 0.40% for
        the Bond  Series  and 0.25% for each  remaining  series  except  for the
        Emerging   Growth  Series  and  Research   Series  which  have  no  such
        limitation. The payments made by MFS on behalf of each series under this
        arrangement are subject to reimbursement by the series to MFS which will
        be  accomplished by the payment of an expense  reimbursement  fee by the
        series to MFS computed  and paid monthly at a percentage  of the series'
        average  daily  net  assets  for its then  current  fiscal  year  with a
        limitation  that  immediately  after  such  payment  the  series  "Other
        Expenses"  will not  exceed  the  percentage  set  forth  above for that
        series.  The  obligation  of MFS  to  bear a  series'  "Other  Expenses"
        pursuant  to this  arrangement  and the  series'  obligation  to pay the
        reimbursement  fee to MFS terminates on the earlier of the date on which
        payments made by the series equal the prior payment of such reimbursable
        expenses  by MFS or  December  31, 2004 (May 1, 2001) in the case of the
        New Discovery Series and May 1, 2002 in the case of the Growth Series.
     3/ The investment adviser to American Century Variable  Portfolios pays all
        the expenses of the Fund except  brokerage,  taxes,  interest,  fees and
        expenses of the non-interested person directors (including counsel fees)
        and  extraordinary  expenses.  For the services provided to the American
        Century VP Capital Appreciation Fund, the manager receives an annual fee
        of 1.00% of the first  $500  million  of the  average  net assets of the
        fund,  0.95% of the next  $500  million  and 0.90%  thereafter.  For the
        services  provided to the American  Century VP  International  Fund, the
        manager receives an annual fee of 1.50% of the first $250 million of the
        average net assets of the fund, 1.20% of the next $250 million and 1.10%
        thereafter.  For the services  provided to the American Century VP Value
        Fund,  the  manager  receives  an annual  fee of 1.00% of the first $500
        million of the  average  net assets of the fund,  0.95% of the next $500
        million and 0.90% thereafter.


<PAGE>



   
     4/ The adviser can terminate this voluntary  waiver at any time at its sole
        discretion.  Without this waiver,  the  Management  Fees would have been
        .75%,  .60% and .50% of the  average  net assets of  Federated  American
        Leaders Fund II,  Federated  High Income Bond Fund II and the  Federated
        Prime Money Fund II,  respectively,  and the Total Fund Annual  Expenses
        for these Portfolios would have been .89%, .78%, and .81%, respectively,
        of average net assets.
    

     5/ The Fund did not pay or accrue the  shareholder  services fee during the
        fiscal year ended December 31, 1998.  The Fund has no present  intention
        of paying or accruing  the  shareholder  services  fee during the fiscal
        year ended  December 31, 1999. The maximum  shareholder  services fee is
        0.25%.
     6/ The Dreyfus  Socially  Responsible  Growth Fund,  Inc. and Dreyfus Stock
        Index Fund are subject to a shareholder  services fee of up to 0.25% for
        shareholder account service and maintenance.
     7/ The trust, on behalf of each portfolio,  has an Administrative  Services
        Agreement (the "Services  Agreement") with Morgan Guaranty Trust Company
        of  New  York  ("Morgan  Guaranty"),  under  which  Morgan  Guaranty  is
        responsible for certain aspects of the  administration  and operation of
        each portfolio.  Under the Service Agreement,  each portfolio has agreed
        to pay Morgan Guaranty a fee based on the percentages  described  below.
        If total expenses of each portfolio, excluding the advisory fees, exceed
        the expense  limits of:  0.50% of the  average  daily net assets of J.P.
        Morgan  Equity  Portfolio  and 0.55% of the average  daily net assets of
        J.P. Morgan Small Company Portfolio, Morgan Guaranty will reimburse each
        portfolio for the excess expense amount and receive no fee.  Should such
        expenses be less than the expense limits,  Morgan  Guaranty's fees would
        be  limited  to the  difference  between  such  expenses  and  the  fees
        calculated  under the  Services  Agreement.  For the  fiscal  year ended
        December  31,  1998,   Morgan  Guaranty  has  agreed  to  reimburse  the
        portfolios  for expenses  under this  agreement as follows:  $72,953 and
        $130,582 respectively.
     8/ Class 2 of the Fund has a "Rule 12b-1 plan"  which is  described  in the
        Fund's  prospectus.  
     9/ "Other Expenses" are based on estimated amounts for
        the current fiscal year.

   
     10/ The annual  expenses are estimated for the current  fiscal year for the
     Calamos Convertible Portfolio because the Portfolio does not have financial
     statements covering a period of at least ten months. The investment manager
     has  voluntarily  undertaken  to  waive  fees  and/or  reimburse  portfolio
     expenses so that the Total Annual Portfolio  Operating Expenses are limited
     to 1.00% of the portfolio's  average net assets. The investment manager may
     terminate      the      expense      limitation      at      any      time.
    
     


<PAGE>


                                 CONTRACT VALUE
- --------------------------------------------------------------------------------

o    It is the starting point for  calculating  certain values under a Contract,
     such as the Cash Surrender Value and the Death Benefit.

o    Contract Value is equal to premiums (less the premium expense  charge),  as
     adjusted each Valuation Day to reflect:  Subaccount investment  experience,
     interest  credited  on Fixed  Account  Value,  charges  deducted  and other
     Contract transactions. (See page 28.)

o    It varies from day to day. There is no minimum  guaranteed  Contract Value.
     The  Contract may lapse if the Contract  Value is  insufficient  to cover a
     Monthly Deduction due. (See page 28.)

o    It can be transferred  among the Subaccounts and Fixed Account.  We apply a
     transfer  fee of $25.00 if you make more than six  transfers  in a Contract
     Year. (See page 25 for rules and limits.)

o    We may credit a "bonus" to the Contract  Value on each Monthly  Anniversary
     Day  beginning  in the eleventh  Contract  Year.  The monthly  bonus equals
     0.0375% (0.45% on an annualized  basis) of the Variable Account Value. This
     bonus is not guaranteed.
     




     --------------------------------------------------------------------------
                                  CASH BENEFITS
     --------------------------------------------------------------------------
     o You may take loans for amounts up to the Cash  Surrender  Value less loan
     interest to the next Contract  Anniversary.  A 6% annual effective interest
     rate applies.  Currently,  a preferred  loan is available  beginning in the
     11th Contract Year. (See page 32 for rules and limits.)

o    Partial  surrenders  generally  are  available  provided  you  have  enough
     remaining  Cash Surrender  Value. A partial  surrender fee applies which is
     the  lesser  of 2% of the  amount  surrendered  or $25.  We will  assess  a
     surrender charge for any resulting  reduction in the Specified Amount.  See
     page 33 for limits and a description of the charges. Partial surrenders may
     have adverse tax consequences.

o    You may surrender  the Contract in full at any time for its Cash  Surrender
     Value.  A sales load  charge of up to 30% of actual  premiums  paid up to a
     maximum  premium  amount  shown  in the  Contract,  as well as a  declining
     administrative  charge,  will apply during the first 15 Contract  Years and
     during the 15 years  following  the  effective  date of an  increase in the
     Specified  Amount.  (See page 33.) Surrenders may be subject to adverse tax
     consequences.

o    Under some  circumstances  the amount of the  surrender  charge  during the
     first few Contract Years could result in a Cash Surrender Value of zero.

o    Payment options are available. (See page 34.)


<PAGE>



- --------------------------------------------------------------------------------
                                 DEATH BENEFITS
- --------------------------------------------------------------------------------

o    Death Benefits pass income tax free to the Beneficiary.

o    They are available as lump sum or under a variety of payment options.

o    The Minimum  Specified  Amount is $100,000  for issue Ages 0-49 and $50,000
     for issue Ages 50-80. We may allow these minimum limits to be reduced. (See
     page 17.)

o    There are two Coverage Options available:

     Option A-- at least equal to the Specified Amount
     Option B-- at least equal to the Specified  Amount plus Contract Value (See
          page 30.)

o    There is  flexibility to change the Coverage  Option and Specified  Amount.
     (See page 30 for rules and limits.)


o    There are  supplemental  and/or rider benefits that may be available.  (See
     page 47.)

o    We deduct any Indebtedness from the amount payable.


<PAGE>


GENERAL INFORMATION ABOUT KANSAS CITY LIFE

Kansas City Life Insurance Company

Kansas City Life Insurance  Company is a stock life insurance  company organized
under the laws of the State of Missouri in 1895.  Kansas City Life is  currently
licensed to transact  life  insurance  business in 48 states and the District of
Columbia.

We are regulated by the Department of Insurance of the State of Missouri as well
as by the insurance  departments of all other states and  jurisdictions in which
we do business.  We submit annual  statements on our  operations and finances to
insurance officials in such states and jurisdictions. We also file the forms for
the Contract described in this Prospectus with insurance officials in each state
and jurisdiction in which Contracts are sold.

We are a member of the Insurance  Marketplace Standards Association ("IMSA") and
may  include  the  IMSA  logo  and  information  about  IMSA  membership  in our
advertisements.  Companies  that  belong to IMSA  subscribe  to a set of ethical
standards  covering  the various  aspects of sales and service for  individually
sold life insurance and annuities.


THE VARIABLE ACCOUNT AND THE FUNDS

Kansas City Life Variable Life Separate Account

We established the Kansas City Life Variable Life Separate Account as a separate
investment  account under Missouri law on April 24, 1995. This Variable  Account
supports the Contracts and may be used to support other  variable life insurance
contracts as well as for other purposes  permitted by law. The Variable  Account
is registered  with the  Securities  and Exchange  Commission  ("SEC") as a unit
investment  trust under the Investment  Company Act of 1940 (the "1940 Act") and
is a "separate  account" within the meaning of the federal  securities  laws. We
have established other separate  investment accounts that may also be registered
with the SEC.

The Variable  Account is divided into  Subaccounts.  The  Subaccounts  available
under the Contracts  invest in shares of  portfolios of the Funds.  The Variable
Account may include other  Subaccounts not available under the Contracts and not
otherwise  discussed  in this  Prospectus.  We own the  assets  in the  Variable
Account.

We apply  income,  gains and losses of a  Subaccount  (realized  or  unrealized)
without  regard to any other income,  gains or losses of Kansas City Life or any
other separate  account.  We cannot use Variable  Account  assets  (reserves and
other  contract  liabilities)  to cover  liabilities  arising  out of any  other
business we conduct.  We are  obligated to pay all benefits  provided  under the
Contracts.

The Funds

Each  of  the  Funds  is  registered  with  the  SEC as a  diversified  open-end
management  investment  company  under the 1940 Act.  However,  the SEC does not
supervise their  management,  investment  practices or policies.  Each Fund is a
series fund-type mutual fund made up of the Portfolios and other series that are
not available  under the  Contracts.  The  investment  objectives of each of the
Portfolios is described below.

The investment  objectives and policies of certain Portfolios are similar to the
investment  objectives and policies of other mutual fund  portfolios that may be
managed by the same investment adviser or manager. The investment results of the
Portfolios,  however,  may be higher or lower  than the  results  of such  other
portfolios.  There can be no assurance that the investment results of any of the
Portfolios will be comparable to the investment results of any other portfolios,
even if the other portfolio has the same investment adviser or manager.

All of the  Funds  may not be  available  in  California.  See  your  registered
representative for specifics.

MFS(R) Variable Insurance TrustSM
(Manager:  MFS Investment Management(R))

     MFS Emerging  Growth  Series.  The Emerging  Growth Series seeks to provide
long-term  growth of  capital.  Dividend  and  interest  income  from  portfolio
securities,  if any,  is  incidental  to the  Series'  investment  objective  of
long-term growth of capital. The Series' policy is to invest primarily (i.e., at
least  65% of its  assets  under  normal  circumstances)  in  common  stocks  of
companies  that MFS  believes  are early in their  life cycle but which have the
potential to become major enterprises (emerging growth companies).

     MFS Research Series.  The Research Series seeks to provide long-term growth
of capital and future  income.  The  Series'  assets are  allocated  to selected
economic sectors and then to industry groups within those sectors.

     MFS  Total  Return  Series.  The  Total  Return  Series  seeks  to  provide
above-average  income  (compared  to a  portfolio  entirely  invested  in equity
securities)  consistent with the prudent employment of capital,  and secondarily
to provide a reasonable opportunity for growth of capital and income.

     MFS Utilities Series. The Utilities Series seeks capital growth and current
income (income above that available from a portfolio invested entirely in equity
securities).  The Series will seek to achieve its objective by investing,  under
normal  circumstances,  at least  65% (but up to 100% at the  discretion  of the
Series'  adviser) of its assets in equity and debt  securities  of both domestic
and foreign companies in the utilities industry.

     MFS Global  Governments  Series. The Global Governments Series seeks income
and capital  appreciation.  The Series seeks to achieve its investment objective
through  a  professionally   managed,   internationally   diversified  portfolio
consisting   primarily  of  debt  securities  and  to  a  lesser  extent  equity
securities.

     MFS Bond Series. The Bond Series seeks primarily to provide as high a level
of current income as is believed  consistent  with prudent  investment  risk and
secondarily  to protect  Shareholders'  capital.  Up to 20% of the Series' total
assets may be invested in  lower-rated  or non-rated  debt  securities  commonly
known as "junk bonds." The risks of investing in junk bonds are described in the
prospectus  for the MFS(R)  Variable  Insurance  TrustSM,  which you should read
carefully before investing.

American Century Variable Portfolios, Inc.
(Manager:  American Century Investment Management, Inc.)

     American  Century  VP  Capital  Appreciation   Portfolio.   The  investment
objective of American  Century VP Capital  Appreciation is capital  growth.  The
Portfolio will seek to achieve its investment  objective by investing  primarily
in  common  stocks  that  are  considered  by the  investment  adviser  to  have
better-than-average prospects for appreciation.

     American  Century VP Income & Growth.  American  Century VP Income & Growth
seeks dividend growth,  current income and capital  appreciation.  The fund will
seek to achieve its investment objective by investing in common stocks.

   
     American Century VP International  Portfolio.  The investment  objective of
American  Century VP  International  Portfolio is capital growth.  The Portfolio
will seek to achieve its  investment  objective  by  investing  primarily  in an
internationally  diversified  portfolio of common stocks that are  considered by
management to have prospects for appreciation.
    

     American  Century  VP Value.  American  Century  VP Value  seeks  long-term
capital growth.  Income is a secondary objective.  The fund will seek to achieve
its investment  objective by investing in securities that management believes to
be undervalued at the time of purchase.



<PAGE>



Federated Insurance Series
(Manager:  Federated Investment Management Company)

     Federated American Leaders Fund II. The primary investment objective of the
Federated  American  Leaders Fund II is to achieve  long-term growth of capital.
The Fund's  secondary  objective  is to provide  income.  The Fund  pursues  its
investment objectives by investing, under normal circumstances,  at least 65% of
its total assets in common stock of "blue-chip"  companies,  which are generally
top-quality, established growth companies.

     Federated  High  Income  Bond  Fund II.  The  investment  objective  of the
Federated  High Income  Bond Fund II is to seek high  current  income.  The Fund
endeavors  to achieve  its  objective  by  investing  primarily  in  lower-rated
corporate debt  obligations  commonly  referred to as "junk bonds." The risks of
investing in junk bonds is described in the prospectus  for Federated  Insurance
Series, which you should read carefully before investing.

     Federated  Prime Money Fund II. The  investment  objective of the Federated
Prime Money Fund II is to provide  current income  consistent  with stability of
principal and liquidity.  The Fund pursues its investment objective by investing
exclusively in a portfolio of money market  instruments  maturing in 397 days or
less.

Dreyfus Variable Investment Fund
(Manager:  The Dreyfus Corporation)

     Capital  Appreciation  Portfolio.  The primary investment  objective of the
Capital Appreciation Portfolio is to provide long-term capital growth consistent
with the  preservation  of capital.  Current  income is a  secondary  investment
objective.  This series  invests  primarily in the common stocks of domestic and
foreign issuers.

   
     Small Cap Portfolio. The investment objective of the Small Cap Portfolio is
to maximize capital appreciation. This series invests primarily in common stocks
of domestic  and foreign  issuers.  This  series will be  particularly  alert to
companies  that it considers to be emerging  smaller-sized  companies  which are
believed  to be  characterized  by  new  or  innovative  products,  services  or
processes which should enhance prospects for growth in future earnings.

Dreyfus Stock Index Fund
(Manager:  The Dreyfus Corporation and Mellon Equity Associates)

The  primary  investment  objective  of  the  Stock  Index  Fund  is to  provide
investment  results  that  correspond  to the  price and  yield  performance  of
publicly traded common stocks in the aggregate, as represented by the Standard &
Poor's 500  Composite  Stock Price  Index.  In  anticipation  of taking a market
position,  the Fund is permitted to purchase and sell stock index  futures.  The
Fund is neither sponsored by nor affiliated with Standard & Poor's.

The Dreyfus Socially Responsible Growth Fund, Inc.

(Manager:   The  Dreyfus  Corporation;   Sub-Investment   Adviser:  NCM  Capital
Management Group, Inc.)

The fund seeks to provide  capital  growth by investing  primarily in the common
stock  of  companies  that,  in the  opinion  of  the  fund's  management,  meet
traditional  investment  standards and conduct  their  business in a manner that
contributes to the enhancement of the quality of life in America. Current income
is a secondary goal.
    

J.P. Morgan Series Trust II
(Manager:  J.P. Morgan Investment Management Inc.)

     J.P.  Morgan Equity  Portfolio.  The  investment  objective of J.P.  Morgan
Equity Portfolio is to provide a high total return from a portfolio comprised of
selected equity securities. Total return will consist of realized and unrealized
capital  gains and losses plus  income  less  expenses.  The  Portfolio  invests
primarily in the common stock of large- and medium-capitalization U.S. companies
typically represented by the Standard & Poor's 500 Stock Index.

     J.P.  Morgan Small  Company  Portfolio.  The  investment  objective of J.P.
Morgan  Small  Company  Portfolio  is to  provide  a high  total  return  from a
portfolio of equity securities of small companies.  Total return will consist of
realized and unrealized capital gains and losses plus income less expenses.  The
Portfolio  invests  at least 65% of the value of its total  assets in the common
stock of small U.S. companies primarily with market capitalizations greater than
$110 million and less than $1.5 billion.

Templeton Variable Products Series Fund
(Manager: Templeton Investment Counsel, Inc.)

   
     Templeton International Fund Class 2. The investment objective of Templeton
International  Fund is long-term capital growth.  The Fund seeks to achieve this
objective by investing in stocks of companies located outside the United States,
including emerging markets.

Calamos Advisors Trust
(Manager: Calamos Asset Management, Inc.)

     Calamos Convertible Portfolio.  Calamos Convertible Portfolio seeks current
income as its primary  objective  with  capital  appreciation  as its  secondary
objective.  The  Portfolio  invests  primarily  in a  diversified  portfolio  of
convertible  securities.   These  convertible  securities  may  be  either  debt
securities  (bonds) or preferred stock that are  convertible  into common stock,
and may be issued by both U.S. and foreign  companies.  The Portfolio may invest
without  limit in high yield or "junk"  bonds.  The risks of  investing  in junk
bonds are described in the  prospectus  for Calamos  Advisors  Trust,  which you
should read carefully before investing.
    

THERE IS NO ASSURANCE  THAT THE FUNDS WILL ACHIEVE THEIR STATED  OBJECTIVES  AND
POLICIES.

See the current  prospectus for each Fund that  accompanies  this  Prospectus as
well as the current  Statement of Additional  Information  for each Fund.  These
important documents contain more detailed  information  regarding all aspects of
the Funds.  Please read the  prospectuses  for the Funds carefully before making
any decision  concerning the allocation of Premium  Payments or transfers  among
the Subaccounts.

We have  entered  into  agreements  with  either the  investment  adviser or the
distributor for each of the Funds or with a Fund and its underwriter pursuant to
which  they pay us a fee.  This fee is based  upon an annual  percentage  of the
average  aggregate  net amount or the value of assets we invest on behalf of the
Variable  Account  and any other of our  separate  accounts.  These  percentages
differ. Some investment advisers,  distributors,  underwriters or Funds pay us a
greater percentage than others.  These fees are charged to provide  compensation
to us for the administrative services we provide.

We cannot guarantee that each Fund or portfolio will always be available for the
Contracts,  but in the event that a Fund or portfolio is not available,  we will
take reasonable steps to secure the availability of a comparable fund. Shares of
each  portfolio are  purchased and redeemed at net asset value,  without a sales
charge.

Resolving Material Conflicts

The  Funds  presently  serve as the  investment  medium  for the  Contracts.  In
addition,  the Funds are  available  to  registered  separate  accounts of other
insurance  companies  offering  variable  annuity and  variable  life  insurance
contracts.

We don't  currently  foresee any  disadvantages  to you resulting from the Funds
selling shares to fund products other than the  Contracts.  However,  there is a
possibility  that a material  conflict of interest  may arise  between  Contract
Owners and the owners of  variable  contracts  issued by other  companies  whose
values are  allocated to one of the Funds.  Shares of some of the Funds may also
be sold to certain  qualified  pension and  retirement  plans  qualifying  under
Section 401 of the Code.  As a result,  there is a  possibility  that a material
conflict may arise between the interests of Owners or owners of other  contracts
(including  contracts issued by other  companies),  and such retirement plans or
participants in such retirement plans. In the event of a material  conflict,  we
will take any necessary steps, including removing the Variable Account from that
Fund,  to resolve the matter.  The Board of  Directors of each Fund will monitor
events in order to identify any material  conflicts that may arise and determine
what action,  if any,  should be taken in response to those events or conflicts.
See the accompanying prospectuses of the Funds for more information.

Addition, Deletion or Substitution of Investments

Subject  to  applicable  law,  we may make  additions  to,  deletions  from,  or
substitutions  for the shares that are held in the Variable  Account or that the
Variable  Account  may  purchase.  If the  shares of a  portfolio  are no longer
available for investment or if further investment in any portfolio should become
inappropriate (in our judgment) in view of the purposes of the Variable Account,
we may redeem the shares,  if any, of that  portfolio and  substitute  shares of
another  registered  open-end   management   investment  company.  We  will  not
substitute any shares  attributable to a Contract's  interest in a Subaccount of
the  Variable  Account  without  notice and prior  approval of the SEC and state
insurance authorities, to the extent required by applicable law.

Subject to applicable  law and any required SEC  approval,  we may establish new
Subaccounts  or  eliminate  one or more  Subaccounts  if  marketing  needs,  tax
considerations or investment conditions warrant. We will determine on what basis
we might make any new Subaccounts available to existing Contract Owners.

If we  make  any of  these  substitutions  or  changes  we may,  by  appropriate
endorsement,  change the Contract to reflect the  substitution or change.  If we
decide it is in the best interests of Contract  Owners (subject to any approvals
that may be required under  applicable  law), we may take the following  actions
with  regard to the  Variable  Account:  

o    operate the Variable Account as a management  investment  company under the
     1940 Act;

o    deregister it under that Act if registration is no longer required; or

o    combine it with other Kansas City Life separate accounts.

Voting Rights

We are the legal owner of shares held by the  Subaccounts  and we have the right
to vote on all matters  submitted to  shareholders  of the Funds. As required by
law, we will vote shares held in the Subaccounts in accordance with instructions
received from Owners with Contract Value in the Subaccounts. We may be permitted
to  vote  shares  of the  Funds  in our  own  right  if the  applicable  federal
securities  laws,  regulations or  interpretations  of those laws or regulations
change.

To obtain voting instructions from you, before a meeting you will be sent voting
instruction  material, a voting instruction form and any other related material.
Your number of votes will be calculated  separately  for each  Subaccount of the
Variable  Account,  and may  include  fractional  shares.  The  number  of votes
attributable  to a Subaccount  will be determined  by applying  your  percentage
interest,  if any,  in a  particular  Subaccount  to the  total  number of votes
attributable  to that  Subaccount.  The  number  of votes for which you may give
instructions  will be  determined  as of the  date  established  by the Fund for
determining  shareholders  eligible  to  vote.  We will  vote  shares  held by a
Subaccount  for which we have no  instructions  in the same  proportion as those
shares for which we do receive voting instructions.

If required by state insurance  officials,  we may disregard voting instructions
if such instructions  would require us to vote shares in a manner that would : 

o    cause a change in  sub-classification  or  investment  objectives of one or
     more of the Portfolios;

o    approve or disapprove an investment advisory agreement; or

o    require changes in the investment  advisory contract or investment  adviser
     of one or more  of the  Portfolios,  if we  reasonably  disapprove  of such
     changes in accordance with applicable federal regulations.

If we ever disregard voting instructions,  we will advise you of that action and
of the  reasons  for it in the next  semiannual  report.  We may also modify the
manner  in which we  calculate  the  weight to be given to  pass-through  voting
instructions  when such a change is  necessary  to comply with  current  federal
regulations or the current interpretation of them.

PURCHASING A CONTRACT

Applying for a Contract

To purchase a Contract,  you must complete an application  and submit it through
an authorized  Kansas City Life agent.  If you are eligible for  temporary  life
insurance  coverage,   a  temporary  insurance  agreement  ("TIA")  should  also
accompany the  application.  As long as the initial Premium Payment  accompanies
the TIA,  the TIA  provides  insurance  coverage  from the date we  receive  the
required premium to the date we approve your application. In accordance with our
underwriting  rules,  temporary life insurance coverage may not exceed $250,000.
The TIA may not be in effect  for more than 60 days.  At the end of the 60 days,
the TIA  coverage  terminates  and we will  return  the  initial  premium to the
applicant.

   
For coverage under the TIA, you must pay an initial  Premium  Payment that is at
least equal to two Guaranteed  Monthly  Premiums.  Only one  Guaranteed  Monthly
Premium is required for  Contracts  when Premium  Payments  will be made under a
pre-authorized  payment  arrangement.  (See  "Premiums,"  page 20.) In  general,
policies  submitted with the required  Premium Payment will have a Contract Date
that is the same as the TIA.  However,  if the Contract Date is calculated to be
the 29th, 30th or 31st of the month, then the date will be set to the 1st of the
next  month.  For  Contracts  where  premium  is not  accepted  at the  time  of
application  or  Contracts  where  values are applied to the new  Contract  from
another  contract,  the Contract Date will be the approval date plus up to seven
days.  However,  if the Contract Date is calculated to be the 29th, 30th or 31st
of the month, then the Contract Date will be set to the first of the next month.
We have several exceptions to these rules, described as follows:
    


     Pre-Authorized  Check Payment Plan (PAC) or Combined Billing  (CB)--Premium
     With  Application If you request PAC or CB and provide the initial  premium
     with the  application,  the Contract Date will be the later of the TIA date
     or the first of the month of approval.  Combined Billing is a billing where
     more than one Kansas City Life contract is billed together.

   
     Combined  Billing  (CB)--No  Premium With Application If you request CB and
     don't provide the initial premium with the  application,  the Contract Date
     will be the  earlier  of the  first of the  month  after  the  Contract  is
     approved or the date we receive the initial premium.  However,  if approval
     occurs on or between the first and the fifth of the month the Contract Date
     will be the first of the same  month  that the  Contract  is  approved.  In
     addition,  if the Contract Date is calculated to be the 29th,  30th or 31st
     of the  month,  then the  Contract  Date  will be the 1st of the  following
     month.

     Government  Allotment (GA) and Federal  Allotment (FA) If you request GA or
     FA on the application and provide an initial premium with the  application,
     the  Contract  Date  will be the  first of the  month of  approval.  If you
     request GA or FA and we receive no initial  premium the Contract  Date will
     be the first of the month for which we receive a full monthly allotment.

    
     Conversions If you convert a Kansas City Life term  insurance  product to a
     new Contract, the Contract Date will be the date that the previous contract
     was paid to. If you are converting more than one term policy,  the Contract
     Date  will be  determined  by the  contract  with the  earliest  date  that
     premiums were paid to.

   
     Specified  Amount  Above  $250,000 If you request a specified  amount above
     $250,000 and provide an initial premium with the application,  the Contract
     Date  will be the  later  of the TIA  date or the  first  of the  month  of
     approval.
    

The Contract Date is determined by these guidelines  except you may be permitted
by state insurance law to backdate the Contract to preserve insurance age. In no
case  may the  Contract  Date be more  than  six  months  prior  to the date the
application was completed.
We will charge Monthly Deductions from the Contract Date.

If coverage  under an  existing  Kansas  City Life  insurance  contract is being
replaced, that contract will be terminated and values will be transferred on the
date  when you have met all  underwriting  and  other  requirements  and we have
approved your  application.  We will deduct Contract  charges as of the Contract
Date.

We require satisfactory evidence of the proposed Insured's  insurability,  which
may include a medical examination.  The available issue ages are 0 through 80 on
a nonsmoker basis, 15 through 80 on a preferred  nonsmoker basis, and 15 through
80 on a smoker  basis.  Age is  determined on the Insured's Age last birthday on
the Contract Date. The minimum Specified Amount is $100,000 for issue ages 0--49
and $50,000 for issue Ages 50--80.  Acceptance of an application  depends on our
underwriting rules. We have the right to reject any application.

As the Owner of the Contract,  you may exercise all rights provided. The Insured
is the Owner  unless a different  Owner is named in the  application.  While the
Insured is living,  the Owner may by Written Notice name a contingent Owner or a
new Owner. If a contingent  Owner has not been named , ownership of the Contract
passes to the  estate of the last  Owner to die.  The Owner may also be  changed
prior to the Insured's  death by Written Notice  satisfactory to us. A change in
Owner may have tax consequences. (See "Tax Considerations," page 49.)

Free Look Right to Cancel Contract

You may cancel your Contract for a refund during your  "free-look"  period.  You
may also cancel an increase in  Specified  Amount that you have  requested.  The
free look  period  expires on the latest  of: 

o    10 days after you receive your  Contract or for an increase,  your adjusted
     Contract;

o    45 days after your  application  for either the Contract or the increase in
     Specified Amount is signed; or

o    10 days after we mail or deliver a cancellation notice.

If you decide to cancel the  Contract or an increase in  Specified  Amount,  you
must return the  Contract to the Home  Office or to the  authorized  Kansas City
Life  agent who sold it.  Immediately  after  mailing  or  delivery  within  the
"free-look"  period,  the Contract or the increase  will be deemed void from the
beginning. If you cancel the Contract, we will refund premiums paid within seven
calendar  days after we receive  the  returned  Contract.  (This  means that the
amount  we  refund  will not  reflect  either  gains or  losses  resulting  from
Subaccount  performance.) If you cancel an increase in the Specified  Amount, we
will return any charges attributable to the increase to your Contract Value.

PREMIUM PAYMENTS

Premiums

The Contract is flexible  with regard to the amount of premiums you pay. When we
issue the Contract we will set a Planned Premium amount.  This amount is only an
indication  of  your  preference  in  making  Premium  Payments.  You  may  make
additional  unscheduled  Premium  Payments at any time while the  Contract is in
force.  We have the right to limit the  number  (except  in Texas) and amount of
such Premium Payments.  There are requirements regarding the minimum and maximum
premium amounts that you can pay.

We deduct a premium expense charge from all premiums prior to allocating them to
your Contract. (See "Charges and Deductions," page 23.)

   
     Minimum Premium  Amounts.  The minimum initial Premium Payment  required is
the least amount for which we will issue a Contract. The minimum initial Premium
Payment  amount depends on a number of factors.  These factors  include Age, sex
and risk class of the  proposed  Insured,  the  initial  Specified  Amount,  any
supplemental and/or rider benefits and the Planned Periodic Premium Payments you
propose to make. (See "Planned  Premium  Payments,"  below.) Consult your Kansas
City Life agent for  information  about the  initial  premium  required  for the
coverage you desire.
    

Each premium after the initial premium must be at least $25.

     Maximum  Premium  Information.  Total  premiums paid may not exceed premium
limitations  for life insurance set forth in the Internal  Revenue Code. We will
monitor  Contracts and will notify you if a Premium  Payment  exceeds this limit
and will cause the  Contract to violate the  definition  of  insurance.  You may
choose to take a refund of the portion of the premium  that we  determine  is in
excess of the guideline premium limit or you may submit an application to modify
the  Contract  so it  continues  to qualify as a  contract  for life  insurance.
Modifying  the  Contract  may  require  evidence  of  insurability.   (See  "Tax
Considerations," page 49.)

Your Contract may become a modified  endowment  contract if premiums paid exceed
the "7-Pay  Test" as set forth in the  Internal  Revenue  Code.  We will monitor
Contracts  and will  attempt  to notify you on a timely  basis if,  based on our
interpretation  of the  relevant  tax rules,  your  Contract  is in  jeopardy of
becoming a modified endowment contract. (See "Tax Considerations," page 49.)

We reserve the right to require  satisfactory  evidence of insurability prior to
accepting unscheduled  premiums.  (See "Premium Allocations and Crediting," page
20.)

     General Premium Information.  We will not accept Premium Payments after the
Maturity  Date.  You must make Premium  Payments by check payable to Kansas City
Life Insurance Company or by any other method that we deem acceptable.  You must
clearly mark a loan  repayment  as such or we will credit it as a premium.  (See
"Loan Repayment," page 33.)

     Planned Premium Payments.  When applying for a Contract,  you select a plan
for  paying  premiums.   Failure  to  pay  Planned  Premium  Payments  will  not
necessarily  cause a Contract to lapse.  Conversely,  paying all Planned Premium
Payments will not guarantee that a Contract will not lapse. You may elect to pay
level premiums quarterly, semi-annually or annually. You may also arrange to pay
Planned  Premium  Payments  on a special  monthly  or  quarterly  basis  under a
pre-authorized payment arrangement.

You are not required to pay premiums in accordance  with your plan.  You can pay
more or less than  planned  or skip a Planned  Premium  Payment  entirely.  (See
"Premium Payments to Prevent Lapse," page 20, and "Guaranteed Payment Period and
Guaranteed  Monthly  Premium," below.) Subject to the minimum and maximum limits
described  above,  you can change the amount and  frequency of Planned  Premiums
Payments at any time.

   
     Guaranteed  Payment  Period  and  Guaranteed  Monthly  Premium.  During the
Guaranteed Payment Period we guarantee that your Contract will not lapse if your
Premium  Payments are in line with the Guaranteed  Monthly Premium  requirement.
For this  guarantee to apply the total  premiums  paid must be at least equal to
the sum of: 

o    the amount of accumulated Guaranteed Monthly Premiums in effect; and
o    additional  premium  amounts  to cover  the  total  amount  of any  partial
     surrenders or Contract Loans you have made.
    

The Guaranteed Payment Period applies for five years after the Contract Date and
five years after the effective date of an increase in the Specified Amount.  The
Contract shows the Guaranteed Monthly Premium.

The factors we use to  determine  the  Guaranteed  Monthly  Premium vary by risk
class,  issue Age, and sex. In calculating the Guaranteed  Monthly  Premium,  we
include additional amounts for substandard ratings and supplemental and/or rider
benefits.  If you make a change to your  Contract,  we will: 

o    recalculate the Guaranteed Monthly Premium;
o    notify you of the new Guaranteed Monthly Premium; and
o    amend your Contract to reflect the change.

   
     Premium  Payments  Upon  Increase in  Specified  Amount.  A new  Guaranteed
Payment Period begins on the effective date of an increase in Specified  Amount.
We will  notify  you of the new  Guaranteed  Monthly  Premium  for this  period.
Depending on the Contract Value at the time of an increase and the amount of the
increase requested, you may need to make an additional Premium Payment or change
the amount of Planned Premium Payments. (See "Changes in Specified Amount," page
30.)
    

Premium Payments to Prevent Lapse

Your  Contract  will  lapse if  there is  insufficient  value  remaining  in the
Contract at the end of the Grace Period. Since the value of amounts allocated to
the Variable  Account will vary according to the  investment  performance of the
Funds, the specific amount of premiums required to prevent lapse will also vary.

On each  Monthly  Anniversary  Day we will check your  Contract to  determine if
there is enough value to prevent lapse. If your Contract does lapse you must pay
the  required  amount  before the end of the Grace  Period.  The  conditions  to
prevent lapse will depend on whether a Guaranteed Payment Period is in effect as
follows:

     After the Guaranteed Payment Period. The Contract lapses and a Grace Period
starts if the Cash Surrender Value is not enough to cover the Monthly Deduction.
To prevent the Contract from terminating you must pay enough premium to increase
the Cash Surrender Value to at least the amount of three Monthly Deductions. You
must make this payment before the end of the Grace Period.

   
     During the  Guaranteed  Payment  Period.  The  Contract  lapses and a Grace
     Period starts if:

o    there is not enough  Cash  Surrender  Value in your  Contract  to cover the
     Monthly Deduction; and
o    the premiums  paid are less than  required to  guarantee  lapse won't occur
     during the Guaranteed Payment Period.  (See "Guaranteed  Payment Period and
     Guaranteed Monthly Premium," page 19.)

If lapse occurs,  the premium you must pay to keep the Contract in force will be
equal to the lesser of:

o    the amount to  guarantee  the Contract  won't lapse  during the  Guaranteed
     Payment Period less the accumulated premiums you have paid; and
o    enough premium to increase the Cash Surrender  Value to at least the amount
     of three Monthly Deductions.
    

     Grace Period.  The purpose of the Grace Period is to give you the chance to
pay enough  premiums to keep your Contract in force.  We will send you notice of
the amount  required to be paid.  The Grace Period is 61 days and starts when we
send the notice.  Your Contract remains in force during the Grace Period. If the
Insured dies during the Grace Period,  we will pay the Death  Benefit  Proceeds,
but we will deduct any Monthly  Deductions  due.  (See "Amount of Death  Benefit
Proceeds," page 29.) If you don't pay adequate  premiums before the Grace Period
ends, your Contract will terminate. (See "Reinstatement," page 46.)

ALLOCATIONS AND TRANSFERS

Premium Allocations and Crediting

In the Contract  application,  you select how we will  allocate  premiums  (less
premium expense charges) among the Subaccounts and the Fixed Account. The sum of
your  allocations  must equal 100%.  We may limit the number of  Subaccounts  to
which you allocate premiums (not applicable to Texas  Contracts).  We will never
limit the number to less than 12. You may change the  allocation  percentages at
any time by sending Written  Notice.  You may make changes in your allocation by
telephone  if  you  have  provided   proper   authorization.   (See   "Telephone
Authorizations,"  page  52.)  The  change  will  apply to the  Premium  Payments
received with or after receipt of your notice.

On the  Allocation  Date, we will allocate the initial  premium to the Federated
Prime Money Fund II Subaccount. If we receive any additional premiums before the
Reallocation  Date, we will also allocate these premiums to the Federated  Prime
Money Fund II Subaccount.

On the  Reallocation  Date we will  allocate the amount in the  Federated  Prime
Money Fund II Subaccount as directed in your application.  (See "Determining the
Contract Value," page 28.)


<PAGE>



We will credit premiums  received on or after the Reallocation  Date as directed
by you. The premiums will be invested  within the Valuation  Period during which
we receive them at our Home Office unless we require additional underwriting. We
won't credit premiums requiring additional  underwriting until we have completed
underwriting and accept the Premium Payment. If we reject the additional Premium
Payment, we will return the Premium Payment promptly, without any adjustment for
investment experience.

Transfer Privilege

After the  Reallocation  Date and prior to the Maturity  Date,  you may transfer
amounts among the  Subaccounts  and the Fixed Account,  subject to the following
restrictions:  

o    the minimum  transfer  amount is the lesser of $250 or the entire amount in
     that Subaccount or the Fixed Account;
o    we will treat a transfer request that reduces the amount in a Subaccount or
     the Fixed Account below $250 as a transfer request for the entire amount in
     that Subaccount or the Fixed Account;
o    we allow only one transfer each Contract Year from the Fixed Account;
o    the amount  transferred  from the Fixed  Account  may not exceed 25% of the
     unloaned  Fixed Account  Value on the date of transfer  (unless the balance
     after the  transfer  is less than $250 in which case we will  transfer  the
     entire amount);
o    we may, where permitted,  suspend or modify this transfer  privilege at any
     time with notice to you.

There  is no  limit  on the  number  of  transfers  you  can  make  between  the
Subaccounts  or to the  Fixed  Account.  The  first six  transfers  during  each
Contract  Year are free.  After the first six  transfers,  we will  assess a $25
Transfer  Processing  Fee.  Unused free  transfers  don't carry over to the next
Contract  Year.  For the purpose of assessing  the fee, we consider each Written
Notice or  telephone  request to be one  transfer,  regardless  of the number of
Subaccounts or the Fixed Account  affected by that transfer.  We will deduct the
processing fee from the remaining Contract Value.

We will make the transfer on the  Valuation Day that we receive  Written  Notice
requesting  such transfer.  You may also make transfers by telephone if you have
made the appropriate election at the time of application or have provided proper
authorization. (See "Telephone Authorizations," page 52. )

     Additional  No-Fee  Transfer  Right.  This  additional,  one-time  transfer
feature allows you to transfer all or a portion of the Variable Account Value to
the Fixed Account and we will make this transfer  without  applying the transfer
processing  fee (even if you have already used the six free  transfers  for that
Contract Year.) This  additional  no-fee transfer right applies during the first
24 months of the Contract or within the 24 months  following the effective  date
of an increase to the Specified Amount.

Dollar Cost Averaging Plan

The  Dollar  Cost  Averaging  Plan is an  optional  feature  available  with the
Contract. If elected, it enables you to automatically  transfer amounts from the
Federated Prime Money Fund II Subaccount to other  Subaccounts.  The goal of the
Dollar  Cost  Averaging  Plan  is  to  make  you  less   susceptible  to  market
fluctuations by allocating on a regularly  scheduled basis instead of allocating
the total  amount all at one time.  We can not  guarantee  that the Dollar  Cost
Averaging Plan will result in a gain.

Transfers  under  this plan occur on a monthly  basis for a period  you  choose,
ranging from 3 to 36 months.  To  participate  in the plan you must  transfer at
least $250 from the Federated Prime Money Fund II Subaccount each month. You may
allocate the required  amounts to the  Federated  Prime Money Fund II Subaccount
through initial or subsequent  Premium Payments or by transferring  amounts into
the Federated Prime Money Fund II Subaccount from the other  Subaccounts or from
the Fixed Account. Restrictions apply to transfers from the Fixed Account.

You  may  elect  this  plan  at  the  time  of  application  by  completing  the
authorization. You may also elect it at any time after the Contract is issued by
completing  the election  form. You may make changes in dollar cost averaging by
telephone if you have provided proper authorization.

Dollar cost averaging  transfers will start on the next Monthly  Anniversary Day
on or following the Reallocation Date or the date you request.  Once elected, we
will process transfers from the Federated Prime Money Fund II monthly until:

o    we have completed the designated number of transfers;
o    the value of the  Federated  Prime Money Fund II  Subaccount  is completely
     depleted; or
o    you send Written Notice instructing us to cancel the monthly transfers.

Transfers  made under the Dollar Cost  Averaging  Plan will not count toward the
six free transfers allowed each Contract Year. We may cancel this feature at any
time with notice to you.

Portfolio Rebalancing Plan

The  Portfolio  Rebalancing  Plan is an  optional  feature  available  with  the
Contract.  Under this plan we will redistribute the accumulated  balance of each
Subaccount to equal a specified  percentage of the Variable  Account  Value.  We
will do this on a  quarterly  basis at  three-month  intervals  from the Monthly
Anniversary Day on which portfolio rebalancing begins.

The purpose of the Portfolio Rebalancing Plan is to automatically diversify your
portfolio  mix.  This  plan  automatically  adjusts  your  Portfolio  mix  to be
consistent with your current  allocation  instructions.  If you make a change to
your premium allocation,  we will also automatically  change the allocation used
for  portfolio  rebalancing  to be  consistent  with the new premium  allocation
unless you instruct us otherwise.

The redistribution  occurring under this plan will not count toward the six free
transfers permitted each Contract Year. If you also have elected the Dollar Cost
Averaging Plan and it has not been  completed,  the Portfolio  Rebalancing  Plan
will start on the Monthly  Anniversary  Day after the Dollar Cost Averaging Plan
ends.

You  may  elect  this  plan  at  the  time  of  application  by  completing  the
authorization  on the  application.  You may also elect it after the Contract is
issued by  completing  the  election  form.  You may make  changes in  portfolio
rebalancing by telephone if you have provided  proper  authorization.  Portfolio
rebalancing will terminate when: o you request any transfer unless you authorize
a change in  allocation  at that time;  or o the day we receive  Written  Notice
instructing us to cancel the plan.

If  the  Contract  Value  is  negative  at the  time  portfolio  rebalancing  is
scheduled, we will not complete the redistribution.  We may cancel the Portfolio
Rebalancing Plan at any time with notice to you.

FIXED ACCOUNT

The Fixed Account is not registered  under the Securities Act of 1933 and is not
registered as an investment  company under the  Investment  Company Act of 1940.
The Securities  and Exchange  Commission has not reviewed the disclosure in this
Prospectus  relating to the Fixed  Account.  Certain  general  provisions of the
Federal  securities laws relating to the accuracy and completeness of statements
made in prospectuses may still apply.

You may allocate  some or all of your  premiums and transfer  some or all of the
Variable  Account Value to the Fixed  Account.  You may also make transfers from
the Fixed Account,  but restrictions may apply.  (See Transfer  Privilege,  page
21.) The Fixed  Account is part of our  general  account  and pays  interest  at
declared  rates  guaranteed  for each calendar year. We guarantee that this rate
will be at least 4%.

Our general account  supports our insurance and annuity  obligations.  Since the
Fixed Account is part of our general  account,  we assume the risk of investment
gain or loss on this  amount.  All assets in the General  Account are subject to
our general liabilities from business operations.

Minimum Guaranteed and Current Interest Rates

We  guarantee  to credit the Fixed  Account  Value  with a minimum 4%  effective
annual  interest  rate. We intend to credit the Fixed Account Value with current
rates in excess of the 4% minimum,  but we are not  obligated to do so.  Current
interest  rates  are  influenced  by,  but  don't  necessarily   correspond  to,
prevailing  general market interest rates. We will determine  current rates. You
assume the risk that the interest we credit may not exceed the guaranteed  rate.
Since we  anticipate  changing the current  interest  rate from time to time, we
will credit different  allocations with different interest rates, based upon the
date amounts are allocated to the Fixed Account. We may change the interest rate
credited to allocations  from premiums or new transfers at any time. We will not
change the interest rate more than once a year on amounts in the Fixed Account.

For the purpose of crediting interest, we currently account for amounts deducted
from the Fixed Account on a last-in,  first-out  ("LIFO") method.  We may change
the method of crediting from time to time, provided that such changes don't have
the effect of reducing  the  guaranteed  rate of interest  below 4%. We may also
shorten  the  period  for which the  interest  rate  applies to less than a year
(except for the year in which an amount is received or transferred).

Calculation of Fixed Account Value

Fixed Account Value is equal to:
o        amounts allocated or transferred to the Fixed Account; plus
o        interest credited; less
o        amounts deducted, transferred or surrendered.

Delay of Payment

We reserve the right to delay payment of any surrender,  partial  surrender,  or
transfer  from the Fixed  Account  for up to six months from the date we receive
the request.

CHARGES AND DEDUCTIONS

We may realize a profit on any charges  and  deductions.  We may use this profit
for any purpose,  including payment of distribution charges.  Below is a listing
and description of the applicable charges and deductions under the Contract.

Premium Expense Charge

We deduct a 2.25% premium expense charge from each Premium Payment.  This charge
reimburses   us  for  state  and  local   premium   taxes  as  well  as  related
administrative expenses associated with the Contracts. We apply Premium Payments
to your Contract net of the premium expense charge.

Monthly Deduction

   
We will make Monthly  Deductions to collect various charges under your Contract.
We will make these Monthly Deductions on each Monthly  Anniversary Day following
the Allocation Date. On the Allocation  Date, we will deduct Monthly  Deductions
for the Contract Date and each Monthly  Anniversary  that has occurred  prior to
the  Allocation  Date.  (See  "Applying  for  Contract,"  page 17.) The  Monthly
Deduction  consists of : 

(1)  cost of insurance charges;

(2)  monthly expense charges; and

(3)  any charges for supplemental and/or rider benefits, as described below.
    

We deduct the Monthly Deduction pro rata on the basis of the portion of Contract
Value in each Subaccount and/or the Fixed Account.


<PAGE>



     Cost of Insurance  Charge.  This charge  compensates  us for the expense of
providing  insurance  coverage.  The charge depends on a number of variables and
will vary from  Contract to Contract and from month to month.  For any Contract,
we calculate the cost of insurance on a Monthly  Anniversary  Day by multiplying
the current cost of insurance rate for the Insured by the net amount at risk for
that Monthly Anniversary Day.

The cost of insurance rate for a Contract on a Monthly  Anniversary Day is based
on the Insured's Age, sex, number of completed Contract Years,  Specified Amount
and risk class.  We currently  place  Insureds in one of the following  classes,
based on underwriting:  

o    Standard Smoker--available issue Ages 15-80

o    Standard Nonsmoker--available issue Ages 0-80

o    Preferred  Nonsmoker--available issue Ages 15-80 We may place an Insured in
     a substandard  risk class,  which involves a higher mortality risk than the
     Standard Smoker or Standard Nonsmoker classes.

The net amount at risk on a Monthly  Anniversary  Day is the difference  between
the  Death  Benefit  (discounted  at an  interest  rate  which  is  the  monthly
equivalent of 4% per year) and the Contract Value (as calculated on that Monthly
Anniversary Day before the cost of insurance charge is deducted).

We guarantee  that the cost of insurance  rates will not exceed the maximum cost
of insurance rates set forth in the Contracts. The guaranteed rates for standard
and preferred  classes are based on the 1980  Commissioners'  Standard  Ordinary
Mortality Tables, Male or Female, Smoker or Nonsmoker Mortality Rates ("1980 CSO
Tables"). The guaranteed rates for substandard classes are based on multiples of
or additives to the 1980 CSO Tables.

Our current cost of insurance  rates may be less than the guaranteed  rates that
are set forth in the Contract. We will determine current cost of insurance rates
based on our expectations as to future mortality experience. We may change these
rates from time to time.

Cost of insurance  rates for an Insured in a nonsmoker  standard class are lower
than rates for an Insured  of the same Age and sex in a smoker  standard  class.
Cost of insurance  rates for an Insured in a nonsmoker or smoker  standard class
are lower than guaranteed  rates for an Insured of the same Age, sex and smoking
class in a substandard class.

     Cost of  Insurance  Rates  for  Increases.  We will  determine  the cost of
insurance rate for an increase in Specified  Amount on each Monthly  Anniversary
Day. It is based on the Insured's Age, sex,  number of completed  Contract Years
and risk class.

We place the Insured in a risk class when we approve the Contract,  based on our
underwriting  of the  application.  When you request an  increase  in  Specified
Amount, we do additional  underwriting  before approving the increase (except as
noted below) to determine the risk class that will apply to the increase. If the
risk class for the increase has lower cost of insurance  rates than the existing
risk class, we apply the lower rates to the entire Specified Amount. If the risk
class for the  increase  has higher cost of  insurance  rates than the  existing
class,  we apply the higher rates only to the  increase in Specified  Amount and
the existing risk class will continue to apply to the existing Specified Amount.

We do not  conduct  underwriting  for an  increase  in  Specified  Amount if you
request  the  increase  as  part  of a  conversion  from a term  contract  or on
exercising the Option to Increase  Specified  Amount Rider.  (See  "Supplemental
and/or Rider  Benefits,"  page 47.) In the case of a term  conversion,  the risk
class  that  applies  to the  increase  is based on the  provisions  of the term
contract.  In the case of an  increase  under the Option to  Increase  Specified
Amount Rider, the Insured's risk class for an increase is the class in effect on
the initial Specified Amount at the time that you elect the increase.


<PAGE>



We determine the net amount at risk associated with a Specified  Amount increase
by determining  the percentage  that the Specified  Amount increase bears to the
Contract's  total  Specified  Amount  immediately  following the  increase.  The
resulting percentage is the part of the Contract's total net amount at risk that
we attribute to the  Specified  Amount  increase.  We  attribute  the  remaining
percentage of the Contract's total net amount at risk to the existing  Specified
Amount.  (For  example,  if the  Contract's  Specified  Amount is  increased  by
$100,000 and the total  Specified  Amount is $250,000,  then we attribute 40% of
the total net amount at risk to the Specified Amount  increase.) On each Monthly
Anniversary  Day,  the  net  amount  at  risk we use to  determine  the  cost of
insurance charge associated with the Specified Amount increase is the Contract's
total net amount of risk at that time,  multiplied by the percentage  calculated
as described above. This percentage  remains fixed until the Specified Amount is
changed.

     Legal   Considerations   Relating  to  Sex-Distinct  Premium  Payments  and
Benefits.  Cost of insurance rates for Contracts  generally  distinguish between
males and females.  Thus, Premium Payments and benefits under Contracts covering
males and females of the same Age will generally  differ.  (In some states,  the
cost of insurance rates don't vary by sex.)

We also offer  Contracts  that don't  distinguish  between male and female rates
where required by state law.  Employers and employee  organizations  considering
purchase of a Contract  should  consult  with their legal  advisers to determine
whether purchase of a Contract based on sex-distinct  cost of insurance rates is
consistent  with Title VII of the Civil  Rights Act of 1964 or other  applicable
law. We will make available to such prospective  purchasers  Contracts with cost
of insurance rates that don't distinguish between males and females.

     Monthly Expense  Charge.  The monthly expense charge is part of the Monthly
Deduction. We begin deducting the monthly expense charge from the Contract Value
as of the Contract Date. (See "Applying for a Contract,"  page 17.)  Thereafter,
we deduct a monthly  expense  charge as of each  Monthly  Anniversary  Day.  The
monthly expense charge is made up of two parts:

(1)  a maintenance  charge which is a level  monthly  charge that applies in all
     years. We guarantee that the maintenance charge will not exceed $6.00.

(2)  an  acquisition  charge which is a charge of $20 per Contract  Month.  This
     charge applies for the first Contract Year and for 12 months  following the
     effective date of an increase in Specified Amount.

The  monthly  expense  charge   reimburses  us  for  expenses  incurred  in  the
administration of the Contracts and the Variable Account. Even if the guaranteed
charges  prove to be  insufficient,  we will not increase the charges above such
guaranteed levels and we will incur the loss.

     Supplemental  and/or Rider Benefit  Charges.  These charges are part of the
Monthly  Deduction  and vary by the  benefit.  (See  "Supplemental  and/or Rider
Benefits," page 47.)

Daily Mortality and Expense Risk Charge

We deduct a daily  charge from  assets in the  Subaccounts  attributable  to the
Contracts.  This  charge  does not apply to Fixed  Account  assets.  The current
charge is at an annual rate of 0.90% of net assets.  We guarantee that this rate
will not increase for the duration of a Contract.

   
The mortality risk we assume is that the Insured may die sooner than anticipated
and we have to pay Death Benefits greater than we anticipated.  The expense risk
we assume is that expenses  incurred in issuing and  administering the Contracts
and the Variable Account will exceed the  administrative  charges we assess.  We
may  make a  profit  from  this  charge.  Any  profit  may be  used  to  finance
distribution expenses.
    

Transfer Processing Fee

The first six transfers during each Contract Year are free. We will assess a $25
transfer  processing  fee for  each  additional  transfer.  For the  purpose  of
assessing  the fee, we will  consider  each written or  telephone  request for a
transfer to be one transfer,  regardless  of the number of accounts  affected by
the transfer.  We will deduct the transfer  processing fee from the amount being
transferred   or  from  the  remaining   Contract   Value,   according  to  your
instructions.

Surrender Charge

During the first fifteen  Contract Years, we will deduct a surrender charge from
the Contract  Value if the Contract is completely  surrendered,  lapses,  or the
Specified  Amount is reduced  (including  when a partial  surrender  reduces the
Specified Amount).  The surrender charge is the sum of two parts: 

o    the deferred sales load; and
o    the deferred administrative expense.

The total  surrender  charge  will not exceed the maximum  surrender  charge set
forth in your  Contract.  An additional  surrender  charge and surrender  charge
period will apply to each  portion of the  Contract  resulting  from a Specified
Amount increase, starting with the effective date of the increase. We credit any
surrender   charge   deducted  upon  lapse  back  to  the  Contract  Value  upon
reinstatement.  The surrender  charge on the date of  reinstatement  will be the
same as it was on the date of lapse.  For purposes of determining  the surrender
charge on any date after reinstatement, the period during which the Contract was
lapsed will not count.

Under some circumstances the amount of the surrender charge during the first few
Contract Years could result in a Cash Surrender  Value of zero. This will depend
upon a number of factors, but is more likely if: 

o    premiums  paid are  equal to or only a little  higher  than the  Guaranteed
     Monthly Premium shown in your Contract; or
o    if investment performance of the Subaccounts is too low.

 See  Appendix A for a chart that shows the Maximum  Surrender  Charge  Factors,
depending upon the Insured's Age, sex and underwriting classification.

     Deferred Sales Load. The purpose of the deferred sales load is to reimburse
us for some of the expenses we incur in the distribution of the Contracts.  This
deferred  sales  load is 30% of actual  premiums  paid up to a  maximum  premium
amount shown in the Contract.  We base the maximum  premium  amount shown in the
Contract on the issue Age, sex, Specified Amount and smoking class applicable to
the  Insured.  If you  increase  the  Contract's  Specified  Amount,  a separate
deferred sales load will apply to the Specified  Amount  increase,  based on the
Insured's Age, sex and smoking class at the time of the increase.

The deferred  sales load in the first nine years of the surrender  charge period
is 30% of actual  premiums  paid up to the maximum  premium  amount shown in the
Contract.  After the ninth year of the  surrender  charge  period,  the deferred
sales load declines  until it reaches 0% in the fifteenth  year of the surrender
charge period.


<PAGE>



     Deferred   Administrative  Expense.  The  deferred  administrative  expense
partially  covers the  administrative  costs of the  Contracts  as well as other
overhead costs connected with our variable life insurance operations.  The Table
below shows the  deferred  administrative  expense we deduct if the  Contract is
completely surrendered,  lapses or if the Specified Amount is reduced (including
when a partial  surrender reduces the Specified Amount) during the first fifteen
years of the  Contract  or during the  fifteen  years  following  an increase in
Specified Amount. The deferred administrative expense is an amount per $1,000 of
Specified Amount and grades down to zero at the end of fifteen years.

    Table of Deferred Administrative Expenses per $1,000 of Specified Amount

                End of Year*      Deferred Administrative Expense
                      1-5                        $5.00
                       6                          4.50
                       7                          4.00
                       8                          3.50
                       9                          3.00
                      10                          2.50
                      11                          2.00
                      12                          1.50
                      13                          1.00
                      14                          0.50
                      15                          0.00

* End of year means  number of completed  Contract  Years or number of completed
years following an increase in Specified Amount.

After the fifth  year,  we will  prorate  the  deferred  administrative  expense
between years monthly. The charge for the first five years is level.

Partial Surrender Fee

We deduct an administrative charge upon a partial surrender.  This charge is the
lesser of 2% of the amount  surrendered  or $25. We will deduct this charge from
the Contract Value in addition to the amount  requested to be surrendered and it
will be considered as part of the partial surrender amount.

Fund Expenses

The value of the net assets of each Subaccount  already  reflects the investment
advisory  fees and other  expenses  incurred by the  corresponding  Portfolio in
which the Subaccount invests.  This means that these charges are deducted before
we calculate  Subaccount  Values.  These charges are not directly  deducted from
your Contract Value. See the prospectuses for the Funds.

Reduced Charges for Eligible Groups

We may reduce the sales and  administration  charges for  Contracts  issued to a
class of associated individuals or to a trustee,  employer or similar entity. We
may reduce these charges if we  anticipate  that the sales to the members of the
class will result in lower than normal sales or administrative expenses. We will
make any  reductions in  accordance  with our rules in effect at the time of the
application.  The factors we will consider in determining  the  eligibility of a
particular group and the level of the reduction are as follows:  

o    nature of the association and its organizational framework;

o    method by which sales will be made to the members of the class;

o    facility  with  which  premiums  will  be  collected  from  the  associated
     individuals;

o    association's capabilities with respect to administrative tasks;

o    anticipated  persistency of the Contract; 

o    size of the class of associated individuals;

o    number of years the association has been in existence; and

o    any  other  such  circumstances  which  justify  a  reduction  in  sales or
     administrative expenses.

Any  reduction  will be  reasonable,  will apply  uniformly  to all  prospective
Contract  purchases in the class and will not be unfairly  discriminatory to the
interests of any Contract holder.

Other Tax Charge

We do not  currently  assess a charge  for any taxes  other than state and local
premium  taxes  incurred as a result of the  operations of the  Subaccounts.  We
reserve the right to assess a charge for such taxes against the  Subaccounts  if
we determine that such taxes will be incurred.

HOW YOUR CONTRACT VALUES VARY

Your  Contract  does not  provide a minimum  guaranteed  Contract  Value or Cash
Surrender  Value.  Values  will  vary  with  the  investment  experience  of the
Subaccounts  and/or the  crediting  of interest in the Fixed  Account,  and will
depend on the allocation of Contract  Value.  If the Cash  Surrender  Value on a
Monthly  Anniversary Day is less than the amount of the Monthly  Deduction to be
deducted on that date (see "Premium Payments To Prevent Lapse," page 20) and the
Guaranteed Payment Period is not then in effect, the Contract will be in default
and a Grace Period will begin.  (See  "Guaranteed  Payment Period and Guaranteed
Monthly Premium," page 19, and "Grace Period," page 20.)

Bonus on Contract Value in the Variable Account

We may credit a bonus on amounts in the Variable  Account  beginning in the 11th
Contract  Year.  We will credit any bonus on each Monthly  Anniversary  Day. The
monthly  bonus equals  0.0375%  (0.45% on an  annualized  basis) of the Contract
Value in each  Subaccount at the end of each Contract  Month. We don't guarantee
that we will credit the bonus.

Determining the Contract Value

On the Allocation  Date the Contract Value is equal to the initial  premium less
the premium  expense  charge and the Monthly  Deductions.  On each Valuation Day
thereafter, the Contract Value is the aggregate of the Subaccount Values and the
Fixed Account Value (including the Loan Account Value).  The Contract Value will
vary to reflect the following:

o        performance of the selected Subaccounts;
o        interest credited on amounts allocated to the Fixed Account;
o        interest credited on amounts in the Loan Account;
o        charges;
o        transfers;
o        partial surrenders; and
o        loans and loan repayments.

     Subaccount Values.  When you allocate an amount to a Subaccount,  either by
premium allocation or transfer,  we credit your Contract with accumulation units
in that  Subaccount.  The  number of  accumulation  units in the  Subaccount  is
determined  by  dividing  the  amount   allocated  to  the   Subaccount  by  the
Subaccount's  accumulation  unit value for the Valuation Day when the allocation
is made.

The number of  Subaccount  accumulation  units we credit to your  Contract  will
increase  when you  allocate  premiums to the  Subaccount  and when you transfer
amounts to the Subaccount.  The number of Subaccount accumulation units credited
to a Contract will decrease when:

o    we take the allocated portion of the Monthly Deduction from the Subaccount;
o    you make a loan;
o    you transfer an amount from the Subaccount; or
o    you take a partial  surrender ( including the partial  surrender  fee) from
     the Subaccount.

     Accumulation Unit Values. A Subaccount's  accumulation unit value varies to
reflect the investment experience of the underlying  Portfolio.  It may increase
or  decrease  from  one  Valuation  Day to the  next.  We  arbitrarily  set  the
accumulation  unit  value for each  Subaccount  at $10 when we  established  the
Subaccount. For each Valuation Period after establishment, the accumulation unit
value is  determined  by  multiplying  the value of an  accumulation  unit for a
Subaccount for the prior Valuation  Period by the net investment  factor for the
Subaccount for the current Valuation Period.

     Net  Investment  Factor.  The Net  Investment  Factor  is an index  used to
measure the investment performance of a Subaccount from one Valuation Day to the
next.  It is based on the change in net asset  value of the Fund  shares held by
the Subaccount,  and reflects any gains or losses in the Subaccounts,  dividends
paid,  any  capital  gains or losses,  any taxes,  and the daily  mortality  and
expense risk charge.

     Fixed Account  Value.  On any  Valuation  Day, the Fixed Account Value of a
Contract is the total of: 

o    all premiums allocated to the Fixed Account; plus

o    any amounts transferred to the Fixed Account (including amounts transferred
     in connection with Contract loans); plus

o    interest credited on such premiums and amounts transferred; less

o    the amount of any transfers from the Fixed Account; less

o    the amount of any partial surrenders  (including the partial surrender fee)
     taken from the Fixed Account; less

o    the  pro-rata  portion of the  Monthly  Deduction  deducted  from the Fixed
     Account.

     Loan Account  Value.  On any Valuation Day, if there have been any Contract
loans, the Loan Account Value is equal to:


o    amounts  transferred to the Loan Account from the  Subaccounts and from the
     unloaned  value in the Fixed Account as collateral  for Contract  loans and
     for due and unpaid loan interest; less

o    amounts  transferred  from  the Loan  Account  to the  Subaccounts  and the
     unloaned value in the Fixed Account as Indebtedness is repaid.

Cash Surrender Value

The Cash  Surrender  Value is the amount you have available in cash if you fully
surrender  the  Contract.  We use this  amount  to  determine  whether a partial
surrender may be taken, whether Contract loans may be taken, and whether a Grace
Period  starts.  The Cash  Surrender  Value on a  Valuation  Day is equal to the
Contract Value less any applicable Surrender charges and any Indebtedness.
(See "Premium Payments to Prevent Lapse,"
page 20 and "Surrendering the Contract for Cash Surrender Value," page 33.)

DEATH BENEFIT AND CHANGES IN SPECIFIED AMOUNT

As long as the Contract remains in force, we will pay the Death Benefit Proceeds
upon receipt at the Home Office of satisfactory proof of the Insured's death. We
may require return of the Contract.  We will pay the Death Benefit Proceeds in a
lump sum (See "Payment of Proceeds," page 46) or, if you prefer, under a payment
option (See "Payment  Options," page 34). We will pay the Death Benefit Proceeds
to the Beneficiary. (See "Selecting and Changing the Beneficiary," page 32.)

Amount of Death Benefit Proceeds

The Death Benefit Proceeds are equal to the following:

o    the Death Benefit under the Coverage Option selected calculated on the date
     of the Insured's death; plus

o    any supplemental and/or rider benefits; minus

o    any Indebtedness on that date; minus

o    any past due  Monthly  Deductions  if the date of death  occurred  during a
     Grace Period.


<PAGE>



Under  certain  circumstances,  the amount of the Death  Benefit  may be further
adjusted  or the Death  Benefit may not be  payable.  (See  "Limits on Rights to
Contest the Contract" and "Misstatement of Age or Sex," page 45.)

If part or all of the Death  Benefit is paid in one sum, we will pay interest on
this sum (as required by  applicable  state law) from the date of receipt of due
proof of the Insured's death to the date of payment.

Coverage Options

You may choose one of two Coverage Options,  which will be used to determine the
Death Benefit:

o        Option A: Death  Benefit is the  Specified  Amount.  Option A generally
         provides a level Death Benefit unless performance is very favorable and
         the  applicable  percentage   calculation   (described  below)  becomes
         applicable.  The Death Benefit  ordinarily  will not change for several
         years to  reflect  any  favorable  investment  performance  and may not
         change at all.

o        Option B: Death Benefit is at least equal to the Specified  Amount plus
         the Contract  Value on the date of death.  Thus, the Death Benefit will
         vary directly with the investment performance of the Contract Value.

To see how and when  investment  performance  may  begin  to  affect  the  Death
Benefit, see the illustrations beginning on page 37.

Under both  Options A and B we perform  another  calculation  to ensure that the
amount of insurance we provide meets the definition of life insurance  under the
Internal  Revenue Code. To apply this  calculation,  we multiply the  applicable
percentage by the Contract Value on the date of death.  If the resulting  amount
is greater than the amount provided under the Coverage Option, the Death Benefit
is equal to this greater amount.  The  "applicable  percentage" is 250% when the
Insured is Age 40 or less.  The  percentage  decreases each year after age 40 to
100% when the Insured has attained Age 95.

Initial Specified Amount and Coverage Option

The initial  Specified  Amount is set at the time the  Contract  is issued.  You
select the Coverage  Option when you apply for the Contract.  You may change the
Specified Amount and Coverage Option, as discussed below.

Changes in Coverage Option

We reserve the right to require  that no change in Coverage  Option occur during
the first  Contract  Year and that you make no more than one change in  Coverage
Option in any 12-month period. After any change, we require the Specified Amount
to be at least  $100,000  for issue Ages 0-49 and  $50,000 for issue Ages 50-80.
The  effective  date of the  change  will be the  Monthly  Anniversary  Day that
coincides  with or next  follows the day that we receive and accept the request.
We may require satisfactory evidence of insurability.

When you make a change from Option A to Option B, the Specified Amount after the
change is effective will be equal to the Specified Amount before the change. The
Death Benefit will increase by the amount of the Contract Value on the effective
date of the  change.  When you  make a change  from  Option B to  Option  A, the
Specified  Amount after the change will be equal to the Specified  Amount before
the change is effected  plus the  Contract  Value on the  effective  date of the
change. We may require satisfactory evidence of insurability.

A  change   in   Coverage   Option   may  have  tax   consequences.   (See  "Tax
Considerations," page 49.)

Changes in Specified Amount

You may  increase or decrease  the  Specified  Amount.  We may require  that the
Contract be in force for one Contract  Year before a change in Specified  Amount
and that you make only one change every twelve Contract  Months.  If a change in
the  Specified  Amount  results in total  premiums  paid  exceeding  the premium
limitations  set out under  current tax law to qualify  your  Contract as a life
insurance  contract,  we will refund the amount of such premium in excess of the
limitations. We will make such a refund after the next Monthly Anniversary.

     Decreases.  We require that the Specified Amount after any decrease must be
at least  $100,000 for  Contracts  that were issued at Ages 0-49 and $50,000 for
Contracts that were issued at Ages 50-80. A decrease in Specified Amount will be
effective on the Monthly Anniversary Day on or following the day we receive your
Written Notice.

Decreasing the Specified Amount may decrease monthly cost of insurance  charges.
However, a surrender charge will apply if the Specified Amount is decreased (See
"Surrender Charge," page 26.)

We reserve the right to decline a requested  decrease in the Specified Amount in
the  following  circumstances:  

o    to help ensure compliance with the guideline premium limitations;
o    if compliance with the guideline premium  limitations under current tax law
     resulting from this decrease  would result in immediate  termination of the
     Contract;
o    if we  would  have to make  payments  to you from the  Contract  Value  for
     compliance  with the guideline  premium  limitations and the amount of such
     payments would exceed the Cash Surrender Value of the Contract.

A  decrease  in the  Specified  Amount  may have  tax  consequences.  (See  "Tax
Considerations," page 49.)

     Increases.  In order to be  eligible  for an  increase  you must  submit an
application.  We may  require  satisfactory  evidence  of  insurability.  We may
decline an application for an increase.

Any increase in the Specified Amount must be at least $25,000.  (In Pennsylvania
and Texas,  an increase in the  Specified  Amount must be at least  $100,000 for
Ages 0-49 and $50,000 for Ages 50-80.) In addition,  the  Insured's  Age must be
less than the  current  maximum  issue Age for the  Contracts.  The  increase in
Specified  Amount is  effective on the Monthly  Anniversary  Day on or after the
date we receive and approve the request for the increase.

An increase has the following affect on Premium Payments:

o    a change in  Planned  Premium  Payments  may be  advisable.  (See  "Premium
     Payments Upon Increase in Specified Amount," page 19);
o    a new  Guaranteed  Payment  Period  begins  on the  effective  date  of the
     increase and will continue for five years (see  "Guaranteed  Payment Period
     and Guaranteed Monthly Premium," page 19); and
o    if a  Guaranteed  Payment  Period is in  effect,  we will  recalculate  the
     Contract's  Guaranteed  Monthly  Premium  to  reflect  the  increase.  (See
     "Guaranteed Payment Period and Guaranteed Monthly Premium," page 19.)

A new surrender  charge and surrender charge period apply to each portion of the
Contract  resulting  from an increase in  Specified  Amount,  starting  with the
effective  date of the increase.  (See  "Surrender  Charge," page 26).  After an
increase, we (for purposes of calculating surrender charges) attribute a portion
of each Premium Payment you make to the Specified Amount  increase,  even if you
don't  increase the amount or frequency of your premiums.  We allocate  premiums
based upon the proportion that the "coverage  premium  weighting factor" for the
initial  Specified Amount and each increase bears to the total "coverage premium
weighting factor" for the Contract.

The "coverage  premium  weighting  factor" is a hypothetical,  level amount that
would be payable  through the Maturity Date for the benefits  provided under the
Contract.  We calculate this amount using the following  assumptions:  

o    cost of insurance rates based on the 1980  Commissioners  Standard Ordinary
     Mortality Tables;

o    net investment earnings under the Contract;

o    an effective annual rate of 5%; and

o    sales and other charges imposed under the Contract.

For purposes of calculating surrender charges and cost of insurance charges, any
Specified  Amount  decrease  is used to reduce  any  previous  Specified  Amount
increase then in effect, starting with the latest increase and continuing in the
reverse order in which the  increases  were made. If any portion of the decrease
is left after all Specified  Amount  increases have been reduced,  it is used to
reduce the initial Specified Amount.

You may cancel an increase in Specified Amount in accordance with the Contract's
"free look"  provisions.  In such case,  the amount  refunded will be limited to
those charges that are  attributable  to the increase.  (See "Free Look Right to
Cancel Contract," page 18.)

Selecting and Changing the Beneficiary

You select the  Beneficiary  in your  application.  You may change a Beneficiary
designation  in  accordance  with  the  terms  of the  Contract.  If you make an
irrevocable Beneficiary  designation,  you must obtain the Beneficiary's consent
to change the  Beneficiary.  The primary  Beneficiary is the person  entitled to
receive  the  Death  Benefit  Proceeds  under  the  Contract.   If  the  primary
Beneficiary is not living, the contingent Beneficiary is entitled to receive the
Death  Benefit  Proceeds.  If  the  Insured  dies  and  there  is  no  surviving
Beneficiary, the Owner will be the Beneficiary.

CASH BENEFITS

Contract Loans

   
You may borrow from your  Contract  while the Insured is living by  submitting a
written request to us. You may also make loans by telephone if you have provided
proper  authorization  to us.  (See  "Telephone  Authorizations,"  page 52.) The
maximum loan amount  available is the  Contract's  Cash  Surrender  Value on the
effective date of the loan less loan interest to the next Contract  Anniversary.
We will  process  Contract  loans as of the date your  request is  received  and
approved. We will send Loan Proceeds to you, usually within seven calendar days.
(See "Payment of Proceeds," page 46.)
    

     Interest.  We will charge interest on any Indebtedness at an annual rate of
6.0%.  Interest is due and payable at the end of each Contract Year while a loan
is  outstanding.  If you don't pay interest when due, we add the interest to the
loan and it becomes part of the Indebtedness.

     Loan  Collateral.  When you make a Contract  loan,  we  transfer  an amount
sufficient to secure the loan out of the  Subaccounts  and the unloaned value in
the Fixed Account and into the Contract's Loan Account.  We will reduce the Cash
Surrender Value by the amount transferred to the Loan Account. The loan does not
have an  immediate  effect on the Contract  Value.  You can specify the Variable
Accounts  and/or Fixed Account from which we transfer  collateral.  If you don't
specify,  we will transfer  collateral in the same  proportion that the Contract
Value in each  Subaccount  and the unloaned  value in the Fixed Account bears to
the total  Contract  Value in those  accounts on the date you make the loan.  On
each Contract  Anniversary,  we will transfer an amount of Cash Surrender  Value
equal to any due and unpaid loan interest to the Loan Account.  We will transfer
due and unpaid interest in the same  proportion  that each Subaccount  Value and
the  unloaned  value in the Fixed  Account  Value  bears to the  total  unloaned
Contract Value.

We will credit the Loan Account with interest at an effective annual rate of not
less than 4.0%.  Thus, the maximum net cost of a loan is 2.0% per year. (The net
cost  of a loan is the  difference  between  the  rate of  interest  charged  on
Indebtedness  and the  amount  credited  to the Loan  Account).  We will add the
interest earned on the Loan Account to the Fixed Account.

     Preferred  Loan  Provision.  Beginning in the eleventh  Contract  Year,  an
additional  type of loan is  available.  It is called a  preferred  loan.  For a
preferred  loan we will  credit  the  amount in the Loan  Account  securing  the
preferred loan with interest at an effective  annual rate of 6.0%. Thus, the net
cost of the preferred loan is 0.0% per year. The maximum amount  available for a
preferred  loan is the Contract  Value less premiums  paid.  This amount may not
exceed the maximum loan amount. The preferred loan provision is not guaranteed.

The tax consequences of a preferred loan are uncertain. You should consult a tax
adviser if you are considering taking out a preferred loan.


<PAGE>



     Loan Repayment.  You may repay all or part of your Indebtedness at any time
while the Insured is living and the  Contract is in force.  Each loan  repayment
must be at least $10.00.  Loan repayments must be sent to the Home Office and we
will  credit  them as of the  date  received.  You  should  clearly  mark a loan
repayment as such or we will be credit it as a premium. (Premium expense charges
do not apply to loan repayments,  unlike unscheduled Premium Payments.) When you
make a loan  repayment,  we transfer  Contract  Value in the Loan  Account in an
amount equal to the repayment from the Loan Account to the  Subaccounts  and the
unloaned  value in the Fixed Account.  Thus, a loan  repayment will  immediately
increase  the Cash  Surrender  Value  by the  amount  transferred  from the Loan
Account.  A loan  repayment  does not have an  immediate  effect on the Contract
Value. Unless you specify otherwise,  we will transfer loan repayment amounts to
the  Subaccounts  and the unloaned  value in the Fixed Account  according to the
premium allocation instructions in effect at that time.

     Effect  of  Contract  Loan.  A loan,  whether  or not  repaid,  will have a
permanent effect on the Death Benefit and Contract values because the investment
results will apply only to the  non-loaned  portion of the Contract  Value.  The
longer  the loan is  outstanding,  the  greater  the  effect  is  likely  to be.
Depending on the  investment  results of the  Subaccounts  or credited  interest
rates for the unloaned value in the Fixed Account while the loan is outstanding,
the effect could be favorable or  unfavorable.  Loans may increase the potential
for lapse if investment  results of the Subaccounts  are less than  anticipated.
Loans can  (particularly if not repaid) make it more likely than otherwise for a
Contract to terminate.  See "Tax  Considerations,"  page 49, for a discussion of
the tax  treatment  of  Contract  loans and the adverse  tax  consequences  if a
Contract  lapses with loans  outstanding.  In particular,  if your Contract is a
"modified  endowment  contract," loans may be currently taxable and subject to a
10% penalty tax. In addition,  interest paid on Contract Loans  generally is not
tax deductible.

We will deduct  Indebtedness  from any Death Benefit  Proceeds.  (See "Amount of
Death Benefit Proceeds," page 29.)

Your  Contract will be in default if the Loan Account Value on any Valuation Day
exceeds the Contract Value less any applicable  surrender  charge.  We will send
you  notice  of the  default.  You will have a 61-day  Grace  Period to submit a
sufficient payment to avoid termination. The notice will specify the amount that
must be repaid to prevent termination. (See "Premium Payments to Prevent Lapse,"
page 20.)

Surrendering the Contract for Cash Surrender Value

   
You may  surrender  your  Contract at any time for its Cash  Surrender  Value by
submitting a written  request.  A surrender  charge may apply.  (See  "Surrender
Charge,"  page 26.) We may require  return of the  Contract.  We will  process a
surrender  request  as of the  date we  receive  your  written  request  and all
required  documents.  Generally we will make payment within seven calendar days.
(See "Payment of Proceeds,"  page 46.) You may receive the Cash Surrender  Value
in one lump sum or you may apply it to a payment option. (See "Payment Options,"
page 34.) Your Contract will terminate and cease to be in force if you surrender
it for one lump sum. You will not be to able to later  reinstate it.  Surrenders
may have adverse tax consequences. (See "Tax Considerations," page 49.)
    

(In  Texas,  if you  request  a  surrender  within  31  days  after  a  Contract
Anniversary, the Cash Surrender Value applicable to the Fixed Account Value will
not be less than the Cash  Surrender  Value  applicable  to the Fixed Account on
that anniversary, less any Contract loans or partial surrenders made on or after
such Anniversary.)

Partial Surrenders

You may make partial  surrenders  under your Contract at any time subject to the
conditions  below.  You must submit a written  request to the Home Office.  Each
partial surrender must be at least $500 and the partial surrender amount may not
exceed the Cash Surrender Value,  less $300. We will assess a partial  surrender
fee.  (See  "Partial  Surrender  Fee," page 27.) We will deduct this charge from
your Contract Value along with the amount  requested to be  surrendered  and the
charge will be considered part of the surrender  (together,  "partial  surrender
amount").  We will reduce the Contract Value by the partial  surrender amount as
of the date we receive a written request for a partial surrender.

When you request a partial  surrender,  you can direct how we deduct the partial
surrender  amount from your Contract Value in the Subaccounts and Fixed Account.
If you provide no directions,  we will deduct the partial  surrender amount from
your Contract Value in the  Subaccounts  and Fixed Account on a pro-rata  basis.
(See  "Minimum  Guaranteed  and  Current  Interest  Rates,"  page  23.)  Partial
surrenders may have adverse tax consequences.  (See "Tax  Considerations,"  page
49.)

If Coverage  Option A is in effect,  we will reduce the  Specified  Amount by an
amount equal to the partial  surrender  amount,  less the excess (if any) of the
Death  Benefit over the  Specified  Amount at the time the partial  surrender is
made.  If the  partial  surrender  amount is less  than the  excess of the Death
Benefit over the Specified  Amount,  we will not reduce the Specified Amount. We
reserve  the right to  reject a  partial  surrender  request  if: 

o    the partial  surrender would reduce the Specified  Amount below the minimum
     amount for which the Contract would be issued under our then-current rules;
     or
o    the partial surrender would cause the Contract to fail to qualify as a life
     insurance  contract under  applicable  tax laws as we interpret  them. If a
     partial  surrender  does result in a reduction of the Specified  Amount,  a
     surrender charge will apply as described in "Changes in Specified  Amount,"
     page 30.

We will  process  partial  surrender  requests  as of the date we  receive  your
written  request and generally we will make payment  within seven calendar days.
(See "Payment of Proceeds," page 46.)

Maturity Benefit

The  Maturity  Date is the date that we pay the  maturity  benefit to you if the
Contract is still in force.  The Maturity Date is the Contract  Anniversary next
following the Insured's 95th birthday. The Maturity Benefit is equal to the Cash
Surrender Value on the Maturity Date.

Payment Options

The  Contract  offers a variety of ways,  in addition to a lump sum,  for you to
receive Proceeds  payable under the Contract.  Payment options are available for
use with various  types of Proceeds,  such as surrender,  death or maturity.  We
summarize  these  payment  options  below.  All of these  options  are  forms of
fixed-benefit  annuities  which don't vary with the investment  performance of a
separate account.

You may apply Proceeds of $2,000  ($2,000  minimum may not apply in some states)
or more which are payable under this Contract to any of the following options:

     Option 1 - Interest  Payments.  We will make interest payments to the payee
annually or monthly as  elected.  We will pay  interest  on the  Proceeds at the
guaranteed rate of 3.0% per year and we may increase this by additional interest
paid annually.  You may withdraw the Proceeds and any unpaid interest in full at
any time.

     Option 2 -  Installments  of a  Specified  Amount.  We will make  annual or
monthly  payments  until the Proceeds  plus interest are fully paid. We will pay
interest  on the  Proceeds  at the  guaranteed  rate of 3.0% per year and we may
increase  this  by  additional  interest.   The  present  value  of  any  unpaid
installments may be withdrawn at any time.

     Option 3 - Installments  For a Specified  Period.  We pay Proceeds in equal
annual or monthly payments for a specified number of years. We will pay interest
on the Proceeds at the guaranteed rate of 3.0% per year and we may increase this
by  additional  interest.  You may  withdraw  the  present  value of any  unpaid
installments at any time.

   
     Option 4 - Life Income. We pay an income during the payee's  lifetime.  You
may choose a minimum  guaranteed  payment period. One form of minimum guaranteed
payment  period  is the  installment  refund  option  under  which we will  make
payments until the total income payments received equal the Proceeds applied.
    

     Option 5 - Joint and  Survivor  Income.  We will pay an income  during  the
lifetime  of two  persons  and will  continue  to pay the same income as long as
either  person is living.  The  minimum  guaranteed  payment  period will be ten
years.

     Minimum  Amounts.  We  reserve  the  right to pay the  total  amount of the
Contract in one lump sum,  if less than  $2,000.  If payments  under the payment
option  selected are less than $50,  payments may be made less frequently at our
option.

If we have options or rates  available on a more favorable basis at the time you
elect a payment option, we will apply the more favorable benefits .

Specialized Uses of the Contract

Because the  Contract  provides for an  accumulation  of cash value as well as a
Death  Benefit,  the  Contract can be used for various  individual  and business
financial planning  purposes.  Purchasing the Contract in part for such purposes
entails certain risks. For example, if the investment performance of Subaccounts
to which  Variable  Account  Value is  allocated  is poorer than  expected or if
sufficient  premiums are not paid,  the Contract may lapse or may not accumulate
enough value to fund the purpose for which you purchased  the Contract.  Partial
surrenders and Contract loans may significantly affect current and future values
and Proceeds.  A loan may cause a Contract to lapse,  depending upon  Subaccount
investment  performance and the amount of the loan. Before purchasing a Contract
for a specialized  purpose,  you should consider whether the long-term nature of
the Contract is consistent  with the purpose for which you are  considering  it.
Using a Contract for a specialized purpose may have tax consequences.  (See "Tax
Considerations" on page 49.)

Illustrations


   
We have prepared the following tables to illustrate  hypothetically  how certain
values  under a Contract  change with  investment  performance  over an extended
period of time. The tables illustrate how Contract Values, Cash Surrender Values
and Death  Benefits  under a Contract  covering  an Insured of a given age would
vary over time if planned Premium  Payments were paid annually and the return on
the assets in each of the Funds were an assumed uniform gross annual rate of 0%,
6% and 12%.  The  values  would be  different  from those  shown if the  returns
averaged 0%, 6% or 12% but fluctuated  over and under those averages  throughout
the years  shown.  The tables  also show  premiums  accumulated  at 5%  interest
compounded annually.
    

Assumptions

   
The hypothetical  investment rates of return are illustrative only. Don't assume
they are  representative  of past or future  investment rates of return.  Actual
rates  of  return  for a  particular  Contract  may be  more or  less  than  the
hypothetical  investment  rates of return and will depend on a number of factors
including the investment  allocations  you make,  prevailing  interest rates and
rates of  inflation.  These  illustrations  assume  that you  allocate  premiums
equally among the 21  Subaccounts  available  under the  Contract,  and that you
allocate no amounts to the Fixed Account.  We have based these  illustrations on
the following assumptions:

o    there are no Contract loans; and
o    an annual  premium is paid at the beginning of each Contract  Year.  Values
     will be different if the premiums are paid with a different frequency or in
     different amounts.
    
Charges Illustrated

   
The illustrations  reflect the fact that the net investment return on the assets
held in the Subaccounts is lower than the gross after tax return of the selected
Portfolios.  The tables assume an average  annual  expense ratio of 0.91% of the
average daily net assets of the Portfolios  available under the Contracts.  This
average  annual  expense  ratio is based on the  expense  ratios  of each of the
Portfolios for the last fiscal year, adjusted, as appropriate,  for any material
changes in expenses  effective for the current fiscal year of a Portfolio.  This
average   annual  expense  ratio  takes  into  account   expense   reimbursement
arrangements to be in place for 1999 for some of the Portfolios.  In the absence
of the reimbursement  arrangements for some of the Portfolios the average annual
expense ratio would be assumed to equal 1.11% of the average daily net assets of
the Portfolios available under the Contracts. If the reimbursement  arrangements
were  discontinued,   the  values  in  the  illustrations  could  be  less.  For
information on the Portfolios' expenses,  see the prospectuses for the Funds and
Portfolios accompanying this Prospectus.

In addition,  the illustrations reflect the daily charge to the Variable Account
for assuming  mortality  and expense  risks,  which is  equivalent  to an annual
charge of 0.90%.  After  deduction of Portfolio  expenses and the  mortality and
expense risk charge,  the illustrated gross annual investment rates of return of
0%, 6% and 12% corresponds to approximate net annual rates of -1.80%,  4.15% and
10.09%, respectively.
    

The  illustrations  also reflect the deduction of the Premium Expense Charge and
the Monthly  Deduction.  The Monthly  Deduction  includes  the cost of insurance
charge.  We have the  contractual  right to  charge  higher  guaranteed  maximum
charges  than our current  cost of insurance  charges.  In addition,  the bonus,
which, if paid,  would partially offset the Monthly  Deduction  beginning in the
eleventh  Contract  Year,  is not  guaranteed  and  will  be  paid  at our  sole
discretion.  The  current  cost of  insurance  charges  and payment of the bonus
beginning in the eleventh Contract Year and, alternatively,  the guaranteed cost
of insurance  charges and  nonpayment  of the bonus,  are  reflected in separate
illustrations on each of the following pages. All the illustrations  reflect the
fact that no  charges  for  Federal or state  income  taxes are  currently  made
against  the  Variable  Account  and  assume  no  Indebtedness  or  charges  for
supplemental and/or rider benefits.

   
The  illustrations  are based on our sex  distinct  rates for  nonsmokers.  Upon
request,  we will  furnish  you with a  comparable  illustration  based upon the
proposed  Insured's  individual  circumstances.  Such  illustrations  may assume
different  hypothetical  rates of return than those illustrated in the following
tables.
    





<PAGE>
<TABLE>
<CAPTION>

                              $1,000 ANNUAL PREMIUM
                            $100,000 SPECIFIED AMOUNT
                                COVERAGE OPTION A
                      USING CURRENT COST OF INSURANCE RATES
                         BONUS PAID BEGINNING IN YEAR 11
                        Male, Standard Nonsmoker, Age 35

- ---------- --------------------- ----------------------------------------------- -------------------------------------
                                         0% Hypothetical Gross  6% Hypothetical Gross    12% Hypothetical Gross 
                                           Investment Return      Investment Return       Investment Return
- ---------- --------------------- ------------------------------ ------------------------ --------------------- ----------
  End of         Premiums          Contract   Cash       Death   Contract  Cash     Death   Contract  Cash      Death 
Contract Year  Accumulated at 5%    Value     Surrender  Benefit  Value   Surrender Benefit  Value    Surrender Benefit
             Interest per Year                Value                       Value                       Value      
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
<S>               <C>              <C>         <C>       <C>       <C>     <C>       <C>     <C>     <C>         <C>    
    1              1,050             481          0      100,000      524       0    100,000     567       0     100,000
    2              2,153           1,184         265     100,000    1,307     388    100,000   1,436     517     100,000
    3              3,310           1,864         464     100,000    2,113     713    100,000   2,383     983     100,000
    4              4,526           2,520         820     100,000    2,940   1,240    100,000   3,413   1,713     100,000
    5              5,802           3,153       1,153     100,000    3,790   1,790    100,000   4,536   2,536     100,000
    6              7,142           3,759       1,797     100,000    4,661   2,699    100,000   5,759   3,797     100,000
    7              8,549           4,339       2,427     100,000    5,552   3,640    100,000   7,090   5,178     100,000
    8             10,027           4,892       3,030     100,000    6,465   4,603    100,000   8,541   6,679     100,000
    9             11,578           5,417       3,605     100,000    7,398   5,586    100,000  10,123   8,311     100,000
   10             13,207           5,913       4,403     100,000    8,352   6,842    100,000  11,848  10,338     100,000
   15             22,657           8,202       8,202     100,000   13,827  13,827    100,000  23,830  23,830     100,000
   20             34,719           9,682       9,682     100,000   20,088  20,088    100,000  43,345  43,345     100,000
   25             50,113           9,864       9,864     100,000   26,941  26,941    100,000  75,746  75,746     100,000

   30             69,761           7,862       7,862     100,000   33,982  33,982    100,000 129,365 129,365     155,237

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

   You should not assume that the hypothetical  investment rates of return shown
   above and elsewhere in this prospectus are  representative  of past or future
   investment  rates of return.  These rates are  hypothetical.  Actual rates of
   return may be more or less than those shown.  The actual rates will depend on
   a number of factors including the investment allocations you make, prevailing
   rates and rates of  inflation.  The values for a Contract  will be  different
   from those shown if the actual rates of return  averaged 0%, 6% or 12% over a
   period  of years  but also  fluctuated  above or  below  those  averages  for
   individual  Contract Years.  Neither we, nor any Fund, can make the statement
   that these  hypothetical  rates of return can be achieved for any one year or
   sustained over any period of time.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                               $1,000 ANNUAL PREMIUM
                                             $100,000 SPECIFIED AMOUNT
                                                 COVERAGE OPTION A
                                     USING GUARANTEED COST OF INSURANCE RATES
                                                   NO BONUS PAID
                                         Male, Standard Nonsmoker, Age 35

- ---------- --------------------- ----------------------------------------------- -------------------------------------
                                         0% Hypothetical Gross  6% Hypothetical Gross    12% Hypothetical Gross 
                                           Investment Return      Investment Return       Investment Return
- ---------- --------------------- ------------------------------ ------------------------ --------------------- ----------
  End of         Premiums          Contract   Cash       Death   Contract  Cash     Death   Contract  Cash      Death 
Contract Year  Accumulated at 5%    Value     Surrender  Benefit  Value   Surrender Benefit  Value    Surrender Benefit
             Interest per Year                Value                       Value                       Value      
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
<S>               <C>              <C>         <C>       <C>       <C>     <C>       <C>     <C>     <C>         <C>    
    1              1,050             481           0     100,000      524       0    100,000     567       0     100,000
    2              2,153           1,184         265     100,000    1,307     388    100,000   1,436     517     100,000
    3              3,310           1,864         464     100,000    2,113     713    100,000   2,383     983     100,000
    4              4,526           2,520         820     100,000    2,940   1,240    100,000   3,413   1,713     100,000
    5              5,802           3,153       1,153     100,000    3,790   1,790    100,000   4,536   2,536     100,000
    6              7,142           3,759       1,797     100,000    4,661   2,699    100,000   5,759   3,797     100,000
    7              8,549           4,339       2,427     100,000    5,552   3,640    100,000   7,090   5,178     100,000
    8             10,027           4,892       3,030     100,000    6,465   4,603    100,000   8,541   6,679     100,000
    9             11,578           5,417       3,605     100,000    7,398   5,586    100,000  10,123   8,311     100,000
   10             13,207           5,913       4,403     100,000    8,352   6,842    100,000  11,848  10,338     100,000
   15             22,657           7,895       7,895     100,000   13,387  13,387    100,000  23,163  23,163     100,000
   20             34,719           8,794       8,794     100,000   18,688  18,688    100,000  40,907  40,907     100,000
   25             50,113           7,951       7,951     100,000   23,718  23,718    100,000  69,394  69,394     100,000
   30             69,761           4,202       4,202     100,000   27,538  27,538    100,000 115,842 115,842     139,010

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

   You should not assume that the hypothetical  investment rates of return shown
   above and elsewhere in this prospectus are  representative  of past or future
   investment  rates of return.  These rates are  hypothetical.  Actual rates of
   return may be more or less than those shown.  The actual rates will depend on
   a number of factors including the investment allocations you make, prevailing
   rates and rates of  inflation.  The values for a Contract  will be  different
   from those shown if the actual rates of return  averaged 0%, 6% or 12% over a
   period  of years  but also  fluctuated  above or  below  those  averages  for
   individual  Contract Years.  Neither we, nor any Fund, can make the statement
   that these  hypothetical  rates of return can be achieved for any one year or
   sustained over any period of time.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                               $1,000 ANNUAL PREMIUM
                                             $100,000 SPECIFIED AMOUNT
                                                 COVERAGE OPTION B
                                       USING CURRENT COST OF INSURANCE RATES
                                          BONUS PAID BEGINNING IN YEAR 11
                                         Male, Standard Nonsmoker, Age 35

- ---------- --------------------- ----------------------------------------------- -------------------------------------
                                         0% Hypothetical Gross  6% Hypothetical Gross    12% Hypothetical Gross 
                                           Investment Return      Investment Return       Investment Return
- ---------- --------------------- ------------------------------ ------------------------ --------------------- ---------
  End of         Premiums          Contract   Cash       Death   Contract  Cash     Death   Contract  Cash      Death 
Contract Year  Accumulated at 5%    Value     Surrender  Benefit  Value   Surrender Benefit  Value    Surrender Benefit
             Interest per Year                Value                       Value                       Value      
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
 <S>              <C>              <C>         <C>       <C>       <C>     <C>       <C>     <C>     <C>         <C>    
    1              1,050             480           0     100,480      523       0    100,523     566       0     100,566
    2              2,153           1,181          81     101,181    1,303     203    101,303   1,432     332     101,432
    3              3,310           1,857         457     101,857    2,104     704    102,104   2,373     973     102,373
    4              4,526           2,507         807     102,507    2,925   1,225    102,925   3,395   1,695     103,395
    5              5,802           3,133       1,133     103,133    3,766   1,766    103,766   4,506   2,506     104,506
    6              7,142           3,730       1,768     103,730    4,624   2,662    104,624   5,711   3,749     105,711
    7              8,549           4,299       2,387     104,299    5,499   3,587    105,499   7,019   5,107     107,019
    8             10,027           4,839       2,977     104,839    6,392   4,530    106,392   8,439   6,577     108,439
    9             11,578           5,349       3,537     105,349    7,300   5,488    107,300   9,981   8,169     109,981
   10             13,207           5,826       4,316     105,826    8,222   6,712    108,222  11,653  10,143     111,653
   15             22,657           7,982       7,982     107,982   13,424  13,424    113,424  23,084  23,084     123,084
   20             34,719           9,231       9,231     109,231   19,065  19,065    119,065  40,985  40,985     140,985
   25             50,113           9,033       9,033     109,033   24,568  24,568    124,568  68,802  68,802     168,802
   30             69,761           6,491       6,491     106,491   28,756  28,756    128,756 111,713 111,713     211,713



   You should not assume that the hypothetical  investment rates of return shown
   above and elsewhere in this prospectus are  representative  of past or future
   investment  rates of return.  These rates are  hypothetical.  Actual rates of
   return may be more or less than those shown.  The actual rates will depend on
   a number of factors including the investment allocations you make, prevailing
   rates and rates of  inflation.  The values for a Contract  will be  different
   from those shown if the actual rates of return  averaged 0%, 6% or 12% over a
   period  of years  but also  fluctuated  above or  below  those  averages  for
   individual  Contract Years.  Neither we, nor any Fund, can make the statement
   that these  hypothetical  rates of return can be achieved for any one year or
   sustained over any period of time.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               $1,000 ANNUAL PREMIUM
                                             $100,000 SPECIFIED AMOUNT
                                                 COVERAGE OPTION B
                                     USING GUARANTEED COST OF INSURANCE RATES
                                                   NO BONUS PAID
                                         Male, Standard Nonsmoker, Age 35

- ---------- --------------------- ----------------------------------------------- -------------------------------------
                                         0% Hypothetical Gross  6% Hypothetical Gross    12% Hypothetical Gross 
                                           Investment Return      Investment Return       Investment Return
- ---------- --------------------- ------------------------------ ------------------------ --------------------- ---------
  End of         Premiums          Contract   Cash       Death   Contract  Cash     Death   Contract  Cash      Death 
Contract Year  Accumulated at 5%    Value     Surrender  Benefit  Value   Surrender Benefit  Value    Surrender Benefit
             Interest per Year                Value                       Value                       Value      
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
<S>               <C>              <C>         <C>       <C>       <C>     <C>       <C>     <C>     <C>         <C>    
    1              1,050             480           0     100,480      523       0    100,523     566       0     100,566
    2              2,153           1,181          81     101,181    1,303     203    101,303   1,432     332     101,432
    3              3,310           1,857         457     101,857    2,104     704    102,104   2,373     973     102,373
    4              4,526           2,507         807     102,507    2,925   1,225    102,925   3,395   1,695     103,395
    5              5,802           3,133       1,133     103,133    3,766   1,766    103,766   4,506   2,506     104,506
    6              7,142           3,730       1,768     103,730    4,624   2,662    104,624   5,711   3,749     105,711
    7              8,549           4,299       2,387     104,299    5,499   3,587    105,499   7,019   5,107     107,019
    8             10,027           4,839       2,977     104,839    6,392   4,530    106,392   8,439   6,577     108,439
    9             11,578           5,349       3,537     105,349    7,300   5,488    107,300   9,981   8,169     109,981
   10             13,207           5,826       4,316     105,826    8,222   6,712    108,222  11,653  10,143     111,653
   15             22,657           7,670       7,670     107,670   12,973  12,973    112,973  22,399  22,399     122,399
   20             34,719           8,322       8,322     108,322   17,613  17,613    117,613  38,426  38,426     138,426
   25             50,113           7,088       7,088     107,088   21,196  21,196    121,196  61,935  61,935     161,935
   30             69,761           2,890       2,890     102,890   22,063  22,063    122,063  95,924  95,924     195,924



   You should not assume that the hypothetical  investment rates of return shown
   above and elsewhere in this prospectus are  representative  of past or future
   investment  rates of return.  These rates are  hypothetical.  Actual rates of
   return may be more or less than those shown.  The actual rates will depend on
   a number of factors including the investment allocations you make, prevailing
   rates and rates of  inflation.  The values for a Contract  will be  different
   from those shown if the actual rates of return  averaged 0%, 6% or 12% over a
   period  of years  but also  fluctuated  above or  below  those  averages  for
   individual  Contract Years.  Neither we, nor any Fund, can make the statement
   that these  hypothetical  rates of return can be achieved for any one year or
   sustained over any period of time.

</TABLE>



<PAGE>
<TABLE>
<CAPTION>






                                               $1,000 ANNUAL PREMIUM
                                             $100,000 SPECIFIED AMOUNT
                                                 COVERAGE OPTION A
                                       USING CURRENT COST OF INSURANCE RATES
                                          BONUS PAID BEGINNING IN YEAR 11
                                        Female, Standard Nonsmoker, Age 35

- ---------- --------------------- ----------------------------------------------- -------------------------------------
                                         0% Hypothetical Gross  6% Hypothetical Gross    12% Hypothetical Gross 
                                           Investment Return      Investment Return       Investment Return
- ---------- --------------------- ------------------------------ ------------------------ --------------------- ---------
  End of         Premiums          Contract   Cash       Death   Contract  Cash     Death   Contract  Cash      Death 
Contract Year  Accumulated at 5%    Value     Surrender  Benefit  Value   Surrender Benefit  Value    Surrender Benefit
             Interest per Year                Value                       Value                       Value      
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
<S>               <C>              <C>         <C>       <C>       <C>     <C>       <C>     <C>     <C>         <C>    
    1              1,050             503           0     100,000      546       0    100,000     590       0     100,000
    2              2,153           1,226         337     100,000    1,352     463    100,000   1,483     595     100,000
    3              3,310           1,925         525     100,000    2,180     780    100,000   2,456   1,056     100,000
    4              4,526           2,601         901     100,000    3,031   1,331    100,000   3,516   1,816     100,000
    5              5,802           3,252       1,456     100,000    3,906   2,110    100,000   4,670   2,874     100,000
    6              7,142           3,877       2,131     100,000    4,802   3,056    100,000   5,927   4,181     100,000
    7              8,549           4,474       2,778     100,000    5,720   4,024    100,000   7,297   5,601     100,000
    8             10,027           5,046       3,400     100,000    6,661   5,015    100,000   8,790   7,144     100,000
    9             11,578           5,592       3,996     100,000    7,627   6,031    100,000  10,422   8,826     100,000
   10             13,207           6,113       4,783     100,000    8,618   7,288    100,000  12,207  10,877     100,000
   15             22,657           8,706       8,706     100,000   14,511  14,511    100,000  24,796  24,796     100,000
   20             34,719          10,813      10,813     100,000   21,638  21,638    100,000  45,600  45,600     100,000
   25             50,113          12,299      12,299     100,000   30,243  30,243    100,000  80,367  80,367     104,478
   30             69,761          12,763      12,763     100,000   40,499  40,499    100,000 137,873 137,873     165,448


   You should not assume that the hypothetical  investment rates of return shown
   above and elsewhere in this prospectus are  representative  of past or future
   investment  rates of return.  These rates are  hypothetical.  Actual rates of
   return may be more or less than those shown.  The actual rates will depend on
   a number of factors including the investment allocations you make, prevailing
   rates and rates of  inflation.  The values for a Contract  will be  different
   from those shown if the actual rates of return  averaged 0%, 6% or 12% over a
   period  of years  but also  fluctuated  above or  below  those  averages  for
   individual  Contract Years.  Neither we, nor any Fund, can make the statement
   that these  hypothetical  rates of return can be achieved for any one year or
   sustained over any period of time.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                               $1,000 ANNUAL PREMIUM
                                             $100,000 SPECIFIED AMOUNT
                                                 COVERAGE OPTION A
                                     USING GUARANTEED COST OF INSURANCE RATES
                                                   NO BONUS PAID
                                        Female, Standard Nonsmoker, Age 35
- ---------- --------------------- ----------------------------------------------- -------------------------------------
                                         0% Hypothetical Gross  6% Hypothetical Gross    12% Hypothetical Gross 
                                           Investment Return      Investment Return       Investment Return
- ---------- --------------------- ------------------------------ ------------------------ --------------------- ---------
  End of         Premiums          Contract   Cash       Death   Contract  Cash     Death   Contract  Cash      Death 
Contract Year  Accumulated at 5%    Value     Surrender  Benefit  Value   Surrender Benefit  Value    Surrender Benefit
             Interest per Year                Value                       Value                       Value      
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
<S>               <C>              <C>         <C>       <C>       <C>     <C>       <C>     <C>     <C>         <C>    
    1              1,050             503           0     100,000      546       0    100,000     590       0     100,000
    2              2,153           1,226         337     100,000    1,352     463    100,000   1,483     595     100,000
    3              3,310           1,925         525     100,000    2,180     780    100,000   2,456   1,056     100,000
    4              4,526           2,601         901     100,000    3,031   1,331    100,000   3,516   1,816     100,000
    5              5,802           3,252       1,456     100,000    3,906   2,110    100,000   4,670   2,874     100,000
    6              7,142           3,877       2,131     100,000    4,802   3,056    100,000   5,927   4,181     100,000
    7              8,549           4,474       2,778     100,000    5,720   4,024    100,000   7,297   5,601     100,000
    8             10,027           5,046       3,400     100,000    6,661   5,015    100,000   8,790   7,144     100,000
    9             11,578           5,592       3,996     100,000    7,627   6,031    100,000  10,422   8,826     100,000
   10             13,207           6,113       4,783     100,000    8,618   7,288    100,000  12,207  10,877     100,000
   15             22,657           8,309       8,309     100,000   13,969  13,969    100,000  24,017  24,017     100,000
   20             34,719           9,681       9,681     100,000   19,939  19,939    100,000  42,808  42,808     100,000
   25             50,113          10,016      10,016     100,000   26,506  26,506    100,000  73,363  73,363     100,000
   30             69,761           8,844       8,844     100,000   33,543  33,543    100,000 123,101 123,101     147,721


   You should not assume that the hypothetical  investment rates of return shown
   above and elsewhere in this prospectus are  representative  of past or future
   investment  rates of return.  These rates are  hypothetical.  Actual rates of
   return may be more or less than those shown.  The actual rates will depend on
   a number of factors including the investment allocations you make, prevailing
   rates and rates of  inflation.  The values for a Contract  will be  different
   from those shown if the actual rates of return  averaged 0%, 6% or 12% over a
   period  of years  but also  fluctuated  above or  below  those  averages  for
   individual  Contract Years.  Neither we, nor any Fund, can make the statement
   that these  hypothetical  rates of return can be achieved for any one year or
   sustained over any period of time.

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                               $1,000 ANNUAL PREMIUM
                                             $100,000 SPECIFIED AMOUNT
                                                 COVERAGE OPTION B
                                       USING CURRENT COST OF INSURANCE RATES
                                          BONUS PAID BEGINNING IN YEAR 11
                                        Female, Standard Nonsmoker, Age 35

- ---------- --------------------- ----------------------------------------------- -------------------------------------
                                         0% Hypothetical Gross  6% Hypothetical Gross    12% Hypothetical Gross 
                                           Investment Return      Investment Return       Investment Return
- ---------- --------------------- ------------------------------ ------------------------ --------------------- ---------
  End of         Premiums          Contract   Cash       Death   Contract  Cash     Death   Contract  Cash      Death 
Contract Year  Accumulated at 5%    Value     Surrender  Benefit  Value   Surrender Benefit  Value    Surrender Benefit
             Interest per Year                Value                       Value                       Value      
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
<S>               <C>              <C>         <C>       <C>       <C>     <C>       <C>     <C>     <C>         <C>    
    1              1,050             502           0     100,502      545       0    100,545     589       0     100,589
    2              2,153           1,223         137     101,223    1,348     263    101,348   1,479     394     101,479
    3              3,310           1,919         519     101,919    2,172     772    102,172   2,447   1,047     102,447
    4              4,526           2,589         889     102,589    3,017   1,317    103,017   3,499   1,799     103,499
    5              5,802           3,234       1,438     103,234    3,883   2,087    103,883   4,643   2,847     104,643
    6              7,142           3,850       2,104     103,850    4,768   3,022    104,768   5,884   4,138     105,884
    7              8,549           4,438       2,742     104,438    5,670   3,974    105,670   7,231   5,535     107,231
    8             10,027           4,997       3,351     104,997    6,592   4,946    106,592   8,696   7,050     108,696
    9             11,578           5,528       3,932     105,528    7,534   5,938    107,534  10,289   8,693     110,289
   10             13,207           6,032       4,702     106,032    8,497   7,167    108,497  12,025  10,695     112,025
   15             22,657           8,513       8,513     108,513   14,155  14,155    114,155  24,140  24,140     124,140
   20             34,719          10,440      10,440     110,440   20,797  20,797    120,797  43,663  43,663     143,663
   25             50,113          11,653      11,653     111,653   28,444  28,444    128,444  75,184  75,184     175,184
   30             69,761          11,694      11,694     111,694   36,782  36,782    136,782 125,905 125,905     225,905



   You should not assume that the hypothetical  investment rates of return shown
   above and elsewhere in this prospectus are  representative  of past or future
   investment  rates of return.  These rates are  hypothetical.  Actual rates of
   return may be more or less than those shown.  The actual rates will depend on
   a number of factors including the investment allocations you make, prevailing
   rates and rates of  inflation.  The values for a Contract  will be  different
   from those shown if the actual rates of return  averaged 0%, 6% or 12% over a
   period  of years  but also  fluctuated  above or  below  those  averages  for
   individual  Contract Years.  Neither we, nor any Fund, can make the statement
   that these  hypothetical  rates of return can be achieved for any one year or
   sustained over any period of time.


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                               $1,000 ANNUAL PREMIUM
                                             $100,000 SPECIFIED AMOUNT
                                                 COVERAGE OPTION B
                                     USING GUARANTEED COST OF INSURANCE RATES
                                                   NO BONUS PAID
                                        Female, Standard Nonsmoker, Age 35

- ---------- --------------------- ----------------------------------------------- -------------------------------------
                                         0% Hypothetical Gross  6% Hypothetical Gross    12% Hypothetical Gross 
                                           Investment Return      Investment Return       Investment Return
- ---------- --------------------- ------------------------------ ------------------------ --------------------- ---------
  End of         Premiums          Contract   Cash       Death   Contract  Cash     Death   Contract  Cash      Death 
Contract Year  Accumulated at 5%    Value     Surrender  Benefit  Value   Surrender Benefit  Value    Surrender Benefit
             Interest per Year                Value                       Value                       Value      
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
- ------------ ------------------- --------- ---------  ---------- -------- --------- -------- ------- --------- --------
<S>               <C>              <C>         <C>       <C>       <C>     <C>       <C>     <C>     <C>         <C>    
    1              1,050             502           0     100,502      545       0    100,545     589       0     100,589
    2              2,153           1,223         137     101,223    1,348     263    101,348   1,479     394     101,479
    3              3,310           1,919         519     101,919    2,172     772    102,172   2,447   1,047     102,447
    4              4,526           2,589         889     102,589    3,017   1,317    103,017   3,499   1,799     103,499
    5              5,802           3,234       1,438     103,234    3,883   2,087    103,883   4,643   2,847     104,643
    6              7,142           3,850       2,104     103,850    4,768   3,022    104,768   5,884   4,138     105,884
    7              8,549           4,438       2,742     104,438    5,670   3,974    105,670   7,231   5,535     107,231
    8             10,027           4,997       3,351     104,997    6,592   4,946    106,592   8,696   7,050     108,696
    9             11,578           5,528       3,932     105,528    7,534   5,938    107,534  10,289   8,693     110,289
   10             13,207           6,032       4,702     106,032    8,497   7,167    108,497  12,025  10,695     112,025
   15             22,657           8,103       8,103     108,103   13,590  13,590    113,590  23,319  23,319     123,319
   20             34,719           9,258       9,258     109,258   18,985  18,985    118,985  40,617  40,617     140,617
   25             50,113           9,268       9,268     109,268   24,386  24,386    124,386  67,194  67,194     167,194
   30             69,761           7,648       7,648     107,648   29,146  29,146    129,146 108,066 108,066     208,066



   You should not assume that the hypothetical  investment rates of return shown
   above and elsewhere in this prospectus are  representative  of past or future
   investment  rates of return.  These rates are  hypothetical.  Actual rates of
   return may be more or less than those shown.  The actual rates will depend on
   a number of factors including the investment allocations you make, prevailing
   rates and rates of  inflation.  The values for a Contract  will be  different
   from those shown if the actual rates of return  averaged 0%, 6% or 12% over a
   period  of years  but also  fluctuated  above or  below  those  averages  for
   individual  Contract Years.  Neither we, nor any Fund, can make the statement
   that these  hypothetical  rates of return can be achieved for any one year or
   sustained over any period of time.

</TABLE>


<PAGE>



                                                                - 56 -

OTHER CONTRACT BENEFITS AND PROVISIONS

Limits on Rights to Contest the Contract

     Incontestability. After the Contract has been in force during the Insured's
lifetime  for two years from the  Contract  Date (or less if  required  by state
law), we may not contest it unless it lapses.

We will not contest any increase in the Specified  Amount after the increase has
been in  force  during  the  Insured's  lifetime  for two  years  following  the
effective  date of the  increase  (or less if  required by state law) unless the
Contract lapses.

If a  Contract  lapses  and is  reinstated,  we cannot  contest  the  reinstated
Contract after it has been in force during the Insured's  lifetime for two years
from the date of the  reinstatement  application  (or less if  required by state
law) unless the Contract lapses.

     Suicide  Exclusion.  If the Insured dies by suicide,  while sane or insane,
within two years of the  Contract  Date (or less if required by state law),  the
amount payable will be equal to the Contract Value less any Indebtedness.

If the Insured dies by suicide, while sane or insane, within two years after the
effective  date of any increase in the Specified  Amount (or less if required by
state law), the amount payable  associated with such increase will be limited to
the cost of insurance charges associated with the increase.

Changes in the Contract or Benefits

     Misstatement  of Age or Sex. If it is determined that the Age or sex of the
Insured as stated in the Contract is not correct, while the Contract is in force
and the Insured is alive, we will adjust the Contract Value. The adjustment will
be the  difference  between the  following  amounts  accumulated  at 4% interest
annually (unless otherwise required by state law). The two amounts are:

(1) the cost of insurance deductions that have been made; and
(2) the cost of insurance deductions that should have been made.

If after  the death of the  Insured  while  this  Contract  is in  force,  it is
determined  the Age or sex of the  Insured  as  stated  in the  Contract  is not
correct,  the Death  Benefit will be the net amount at risk that the most recent
cost of insurance deductions at the correct Age and sex would have provided plus
the  Contract  Value on the date of death  (unless  otherwise  required by state
law).

     Other Changes.  Upon notice to you, we may modify the Contract. We can only
do so if such modification is necessary to:

(1)  make the Contract or the Variable Account comply with any applicable law or
     regulation issued by a governmental agency to which we are subject,
(2)  assure  continued  qualification of the Contract under the Internal Revenue
     Code or other federal or state laws relating to variable life contracts,
(3)  reflect a change in the operation of the Variable  Account;  or (4) provide
     additional Variable Account and/or fixed accumulation options.

We reserve the right to modify the  Contract as  necessary to attempt to prevent
you from being  considered the owner of the assets of the Variable  Account.  In
the event of any such modification,  we will issue an appropriate endorsement to
the Contract,  if required.  We will exercise  these changes in accordance  with
applicable law, including approval of Contract Owners if required.




<PAGE>


Payment of Proceeds

We will usually pay Proceeds within seven calendar days after we receive all the
documents required for such a payment.

We  determine  the amount of the Death  Benefit  Proceeds  as of the date of the
Insured's  death.  But we determine  the amount of all other  Proceeds as of the
date we receive  the  required  documents.  We may delay a payment or a transfer
request if:

1.   the New York Stock  Exchange is closed for other than a regular  holiday or
     weekend;
2.   trading is  restricted  by the SEC or the SEC  declares  that an  emergency
     exists as a result of which the disposal or  valuation of Variable  Account
     assets is not reasonably practical; or
3.   the SEC, by order,  permits  postponement of payment to protect Kansas City
     Life's Contract Owners.

     Personal  Growth  Account.  As described  below,  we will pay Death Benefit
Proceeds  through Kansas City Life's Personal Growth Account.  We place Proceeds
to be paid  through the  Personal  Growth  Account in our general  account.  The
Personal  Growth  Account pays  interest and provides  check-writing  privileges
under which we reimburse  the bank that pays the check out of the Proceeds  held
in our general account. A Contract Owner or beneficiary  (whichever  applicable)
has immediate and full access to Proceeds by writing a check on the account.  We
pay interest on Death  Benefit  Proceeds  from the date of death to the date the
Personal Growth Account is closed.

The  Personal  Growth  Account is not a bank  account  and is not  insured,  nor
guaranteed, by the FDIC or any other government agency.

We will pay Death Benefit Proceeds through the Personal Growth Account when:
o        the Proceeds are paid to an individual; and
o        the amount of Proceeds is $5,000 or more.

Any other use of the Personal Growth Account requires our approval.

Reports to Contract Owners

At least once each  Contract  Year,  we will send you a report  showing  updated
information about the Contract since the last report,  including any information
required by law. We will also send you an annual and semi-annual report for each
Fund or Portfolio  underlying a Subaccount to which you have allocated  Contract
Value. This will include a list of the securities held in each Fund, as required
by the 1940 Act.  In  addition,  we will send you  written  confirmation  of all
Contract transactions.

Assignment

You may assign  the  Contract  in  accordance  with its terms.  In order for any
assignment to bind us, it must be in writing and filed at the Home Office.  When
we receive a signed copy of the assignment,  your rights and the interest of any
Beneficiary (or any other person) will be subject to the  assignment.  We assume
no  responsibility  for  the  validity  or  sufficiency  of any  assignment.  An
assignment is subject to any Indebtedness.  We will send notices to any assignee
we have on record  concerning  amounts required to be paid during a Grace Period
in addition to sending these notices to you.

Reinstatement

If your Contract lapses, you may reinstate it within two years (or longer period
if  required  by  state  law)  after  lapse  and  before  the   Maturity   Date.
Reinstatement  must  meet  certain  conditions,  including  the  payment  of the
required premium and proof of insurability.
See your Contract for further information.


<PAGE>



Supplemental and/or Rider Benefits

The following  supplemental and/or rider benefits are available and may be added
to your  Contract.  We will deduct  monthly  charges for these  benefits  and/or
riders from your Contract Value as part of the Monthly  Deduction.  All of these
riders may not be available in all states.

     Disability Continuance of Insurance (DCOI)
     Issue Ages: 15-55, renewal through age 59
     This rider covers the Contract's  Monthly  Deductions  during the period of
     total  disability of the Insured.  DCOI benefits  become  payable after the
     Insured's  total  disability  exists for six  consecutive  months and total
     disability occurs before age 60.
     Benefits  under this rider  continue until the Insured is no longer totally
     disabled.

     Disability Premium Benefit Rider (DPB)
     Issue Ages:  15-55, renewal through 59
     This rider  provides  for the  payment of the  disability  premium  benefit
     amount as premium to the Contract  during a period of total  disability  of
     the Insured.  The DPB benefit  amount is a monthly amount that you request.
     DPB benefits become payable after the Insured's total disability exists for
     six consecutive  months and total disability occurs before age 60. Benefits
     under this rider continue until the Insured is no longer totally disabled.

     Accidental Death Benefit (ADB)
     Issue Ages:  5-60
     This rider provides for the payment of an additional amount of insurance in
     the event of  accidental  death.  The  rider  terminates  when the  Insured
     attains age 70.

     Option to Increase Specified Amount (Assured Insurability - AI)
     Issue Ages:  0-38
     This rider allows the  Specified  Amount of the Contract to increase by the
     option amount or less,  without  evidence of  insurability  on the Insured.
     These  increases  may occur on regular  option  dates or  alternate  option
     dates. See the rider Contract for the specific dates.

     Spouse's Term Insurance (STI)
     Issue Ages:  15-50 (Spouse's age)
     This rider provides  decreasing term insurance on the Insured's spouse. The
     amount of insurance  coverage is expressed in units and a maximum number of
     five units may be  purchased.  The amount of insurance per unit of coverage
     is based on the  Insured  Spouse's  attained  age. A table  specifying  the
     amount of insurance per unit of coverage is in the rider contract.

     Children's Term Insurance (CTI)
     Issue Ages:  14 Days - 17 Years (Children's ages)
     This rider provides  level term insurance on each Insured Child.  This term
     insurance  continues  until the Contract  anniversary  on which the Insured
     Child's  attained age is 25. The rider expires on the Contract  Anniversary
     on which the Insured is age 65.

     Other Insured Term Insurance (OI)
     Issue Ages:  0-65 (Other Insured's age)
     This rider  provides  level yearly  renewable term coverage on the Insured,
     the Insured's spouse, and/or children.  The coverage expires at the earlier
     of the Contract  Anniversary  on which the Insured or the Other  Insured is
     age 95 unless an earlier date is requested.  The term insurance provided by
     this rider can be converted  to a permanent  contract at any time the rider
     is in force without evidence of insurability.


<PAGE>



     Extra Protection (EXP)
     Issue Ages:  0-80
     This rider  provides  level yearly  renewable term coverage on the Insured.
     The coverage  expires at the Contract  Anniversary  on which the Insured is
     age 95 unless an earlier date is requested.

     Maturity Extension Rider (MER)
     Issue Ages:  No restrictions
     This  rider  provides  the  Contract  Owner  with the  option  to delay the
     Maturity  Date  of the  Contract  by 20  years.  The  tax  consequences  of
     extending  the Maturity Date of the Contract  beyond the 100th  birthday of
     the  Insured  are  uncertain.  You should  consult a tax adviser as to such
     consequences.

     Accelerated Death Benefit/Living Benefits Rider (LBR)
     Issue Ages:  No restrictions
     This rider provides you the  opportunity to receive an accelerated  payment
     of all or part of the Contract's Death Benefit (adjusted to reflect current
     value) when the  Insured is either  terminally  ill or receives  care in an
     eligible  nursing  home.  The rider  provides for two  accelerated  payment
     options:
o        Terminal  Illness  Option:  This option is  available if the Insured is
         diagnosed  as  terminally  ill with a life  expectancy  of 12 months or
         less.  When  satisfactory  evidence  is  provided,  we will  provide an
         accelerated  payment of the portion of the death  benefit you select as
         an Accelerated Death Benefit. You may elect to receive the benefit in a
         single sum or receive equal, monthly payments for 12 months.
o        Nursing  Home Option:  This option is  available  after the Insured has
         been confined to an eligible  nursing home for six months or more. When
         satisfactory  evidence  is  provided,   including  certification  by  a
         licensed  physician,  that the  Insured  is  expected  to remain in the
         nursing home until death, we will provide an accelerated payment of the
         portion  of the  Death  Benefit  you  select  as an  Accelerated  Death
         Benefit.  You may  elect to  receive  the  benefit  in a single  sum or
         receive equal,  monthly  payments for a specified  number of years (not
         less than two) depending upon the age of the Insured.

     We can furnish you details  about the amount of  accelerated  Death Benefit
     available to you if you are eligible and the adjusted Premium Payments that
     would be in effect if less than the entire Death Benefit is accelerated.

     You are not  eligible  for this  benefit  if you are  required  by law or a
government  agency  to:  

(1)  exercise this option to satisfy the claims of creditors, or

(2)  exercise this option in order to apply for, obtain,  or retain a government
     benefit or entitlement.

     You should know that  electing to use the  Accelerated  Death Benefit could
     have  adverse tax  consequences.  You should  consult a tax adviser  before
     electing to receive this benefit.

     There is no charge for this rider.

The Other  Insured Term  Insurance  and Extra  Protection  riders permit you, by
purchasing term insurance, to increase insurance coverage without increasing the
Contract's  Specified  Amount.  However,  you  should be aware  that the cost of
insurance  charges and surrender  charges  associated with purchasing  insurance
coverage under these term riders may be different than would be associated  with
increasing the Specified Amount under the Contract.

The Other Insured rider has one risk class for nonsmokers and one risk class for
smokers.  The  nonsmoker  cost of insurance  rates for this rider are  generally
between the Contract's  preferred and standard  nonsmoker rates. The smoker cost
of insurance rates are near the Contract's  smoker rates.  The cost of insurance
rates for the Extra  Protection  Rider are generally  lower than the  Contract's
rates.  In  addition,  since the term  insurance  riders  don't  have  surrender
charges, a Contract providing insurance coverage with a combination of Specified
Amount and term  insurance  will have a lower  maximum  surrender  charge than a
Contract  with the same  amount of  insurance  coverage  provided  solely by the
Specified Amount. In addition, sales representatives  generally receive somewhat
lower  compensation  from a term insurance rider than if the insurance  coverage
were part of the Contract's Specified Amount.

Your  determination as to how to purchase a desired level of insurance  coverage
should  be  based  on  your  specific   insurance  needs.   Consult  your  sales
representative for further information.

Additional rules and limits apply to these  supplemental  and/or rider benefits.
Not all such  benefits  may be available at any time,  and  supplemental  and/or
rider benefits in addition to those listed above may be made  available.  Please
ask your  Kansas  City Life agent for  further  information  or contact the Home
Office.

Tax Considerations

Introduction

The following  summary provides a general  description of the Federal income tax
considerations  associated with the Contract and does not purport to be complete
or to cover all tax  situations.  This discussion is not intended as tax advice.
You should  consult  counsel or other  competent  tax advisers for more complete
information.  This  discussion  is based upon our  understanding  of the present
Federal  income tax laws.  We make no  representation  as to the  likelihood  of
continuation  of the  present  Federal  income tax laws or as to how they may be
interpreted by the Internal Revenue Service.

Tax Status of the Contract

In order to qualify as a life insurance contract for Federal income tax purposes
and to receive the tax  treatment  normally  accorded life  insurance  contracts
under Federal tax law, a Contract must satisfy  certain  requirements  which are
set forth in the Internal  Revenue Code.  Guidance as to how these  requirements
are to be applied is limited.  Nevertheless, we believe that Contracts issued on
a standard  basis  should  satisfy the  applicable  requirements.  There is less
guidance,  however,  with respect to Contracts  issued on a  substandard  basis,
particularly  if you pay  the  full  amount  of  premiums  permitted  under  the
Contract. If it is subsequently  determined that a Contract does not satisfy the
applicable  requirements,  we may take  appropriate  steps to bring the Contract
into  compliance  with such  requirements  and we reserve  the right to restrict
Contract transactions as necessary in order to do so.

In certain circumstances,  owners of variable life insurance contracts have been
considered  for  Federal  income tax  purposes to be the owners of the assets of
variable  account  supporting  their  contracts due to their ability to exercise
investment  control over those assets.  Where this is the case,  the Owners have
been  currently  taxed on income  and gains  attributable  to  variable  account
assets.  There  is  little  guidance  in this  area,  and some  features  of the
Contracts,  such as the flexibility of an Owner to allocate Premium Payments and
Contract Value, have not been explicitly  addressed in published rulings.  While
we  believe  that the  Contracts  do not give  Owners  investment  control  over
Variable  Account  assets,  we  reserve  the right to modify  the  Contracts  as
necessary  to prevent  an Owner  from  being  treated as the owner of a pro rata
share of the assets of the Subaccounts.

In addition,  the Code requires that the  investments of each of the Subaccounts
must be  "adequately  diversified"  in order for the Contract to be treated as a
life insurance contract for Federal income tax purposes. It is intended that the
Subaccounts,   through  the  Portfolios,   will  satisfy  these  diversification
requirements.

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

Tax Treatment of Contract Benefits

     In General.  We believe that the Death Benefit  under a Contract  should be
excludible from the gross income of the beneficiary.


Generally,  the Owner  will not be deemed to be in  constructive  receipt of the
Contract Value until there is a distribution. When distributions from a Contract
occur,  or when  loans are  taken out from or  secured  by a  Contract,  the tax
consequences  depend on  whether  the  Contract  is  classified  as a  "Modified
Endowment Contract."

       Modified  Endowment  Contracts.  Under the Internal Revenue Code, certain
life insurance contracts are classified as "Modified Endowment  Contracts," with
less  favorable tax treatment than other life  insurance  contracts.  Due to the
flexibility  of the  Contracts  as to  premiums  and  benefits,  the  individual
circumstances  of each  Contract  will  determine  whether it is classified as a
Modified  Endowment  Contract.  The rules are too complex to be summarized here,
but  generally  depend on the amount of  premiums  paid  during the first  seven
Contract  years.  Certain  changes in a Contract  after it is issued  could also
cause it to be  classified  as a  Modified  Endowment  Contract.  A  current  or
prospective Owner should consult with a competent adviser to determine whether a
Contract  transaction  will cause the  Contract to be  classified  as a Modified
Endowment Contract.

       Distributions   (Other  Than  Death  Benefits)  from  Modified  Endowment
Contracts.  Contracts  classified as Modified Endowment Contracts are subject to
the following tax rules:

         (1)      All  distributions   other  than  Death  Benefits,   including
                  distributions upon surrender and withdrawals,  from a Modified
                  Endowment  Contract will be treated first as  distributions of
                  gain  taxable as ordinary  income and as tax-free  recovery of
                  the Owner's investment in the Contract only after all gain has
                  been distributed.

         (2)      Loans  taken from or secured  by a  Contract  classified  as a
                  Modified  Endowment  Contract are treated as distributions and
                  taxed accordingly.

         (3)      A 10  percent  additional  income tax is imposed on the amount
                  subject to tax except where the  distribution  or loan is made
                  when the  Owner has  attained  age 59 1/2 or is  disabled,  or
                  where the  distribution  is part of a series of  substantially
                  equal periodic  payments for the life (or life  expectancy) of
                  the Owner or the joint lives (or joint life  expectancies)  of
                  the  Owner  and  the   Owner's   beneficiary   or   designated
                  beneficiary.

         Distributions  (Other Than Death  Benefits) from Contracts that are not
Modified Endowment  Contracts.  Distributions (other than Death Benefits) from a
Contract that is not classified as a Modified  Endowment  Contract are generally
treated  first as a recovery of the Owner's  investment in the Contract and only
after the recovery of all investment in the Contract as taxable income. However,
certain  distributions  which  must be made in order to enable the  Contract  to
continue to qualify as a life insurance contract for Federal income tax purposes
if  Contract  benefits  are reduced  during the first 15  Contract  years may be
treated in whole or in part as ordinary income subject to tax.

Loans from or secured by a Contract  that is not a Modified  Endowment  Contract
are  generally  not  treated as  distributions.  However,  the tax  consequences
associated with Contract loans that are outstanding  after the first 10 Contract
years is less clear and you should consult a tax adviser about such loans.

Finally, neither distributions from nor loans from or secured by a Contract that
is not a Modified  Endowment  Contract are subject to the 10 percent  additional
income tax.

       Investment in the Contract.  Your investment in the Contract is generally
your aggregate  Premiums.  When a distribution is taken from the Contract,  your
investment in the Contract is reduced by the amount of the distribution  that is
tax-free.

     Contract  Loans.  In  general,  interest  on a  Contract  loan  will not be
deductible.  Before taking out a Contract loan, you should consult a tax adviser
as to the tax consequences.

       Multiple  Contracts.  All Modified Endowment Contracts that are issued by
Kansas City Life (or its  affiliates) to the same Owner during any calendar year
are treated as one Modified  Endowment  Contract for purposes of determining the
amount includible in the Owner's income when a taxable distribution occurs.

       Other  Owner Tax  Matters.  Federal,  state and local  transfer,  estate,
inheritance,  and other tax  consequences  of  ownership  or receipt of Contract
Proceeds depend on the  circumstances  of each Owner or beneficiary.  You should
consult a tax adviser as to these consequences.

The tax  consequences of continuing the Contract beyond the Insured's 100th year
are unclear. You should consult a tax adviser if you intend to keep the Contract
in force beyond the Insured's 100th year.

The  Contracts  can be  used in  various  arrangements,  including  nonqualified
deferred compensation or salary continuance plans, split dollar insurance plans,
executive bonus plans, tax exempt and nonexempt  welfare benefit plans,  retiree
medical benefit plans and others.  The tax consequences of such arrangements may
vary depending on the particular facts and circumstances.  If you are purchasing
the Contract for any  arrangement  the value of which depends in part on its tax
consequences,  you should  consult a qualified  tax  adviser.  In recent  years,
moreover,  Congress has adopted new rules  relating to life  insurance  owned by
businesses.  Any  business  contemplating  the  purchase of a new  Contract or a
change in an existing Contract should consult a tax adviser.

Our Income Taxes

At the present  time,  we make no charge for any  Federal,  state or local taxes
(other than the premium  expense charge ) that we incur that may be attributable
to the  Subaccounts or to the  Contracts.  We do have the right in the future to
make additional charges for any such tax or other economic burden resulting from
the  application  of the tax  laws  that we  determine  is  attributable  to the
Subaccounts or the Contracts.

Under  current  laws in several  states,  we may incur state and local taxes (in
addition to premium  taxes).  These taxes are not now significant and we are not
currently  charging for them. If they  increase,  we may deduct charges for such
taxes.

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the
possibility  that the tax treatment of the Contract  could change by legislation
or otherwise. Consult a tax adviser with respect to legislative developments and
their effect on the Contract.

OTHER INFORMATION ABOUT THE CONTRACTS AND
KANSAS CITY LIFE

Sale of the Contracts

We will offer the Contracts to the public on a continuous  basis.  We don't plan
to  discontinue  offering  of the  Contracts,  but we have  the  right to do so.
Currently,  the Contracts  will be offered in all states except New Jersey,  New
York and Vermont.  Applications  for  Contracts  are solicited by agents who are
licensed by state  insurance  authorities  to sell our variable life  contracts.
They are generally registered representatives of Sunset Financial Services, Inc.
("Sunset Financial"), one of our wholly-owned subsidiaries.  It is also possible
that these agents are instead  registered  representatives of broker-dealers who
have  entered  into  written  sales  agreements  with Sunset  Financial.  Sunset
Financial is registered  with the SEC under the Securities  Exchange Act of 1934
as a  broker-dealer  and is a member of the National  Association  of Securities
Dealers, Inc.

Sunset Financial acts as the Principal Underwriter,  as defined in the 1940 Act,
of the  Contracts  for the  Variable  Account as  described  in an  Underwriting
Agreement between Kansas City Life and Sunset Financial. Sunset Financial is not
obligated to sell any specific number of Contracts. Sunset Financial's principal
business address is P.O. Box 219365, Kansas City, Missouri 64121-9364.

   
Sunset  Financial may pay  registered  representatives  commissions on Contracts
they sell based on premiums  paid,  in amounts up to 50% of premiums paid during
the first  Contract Year and up to 3% on premiums paid after the first  Contract
Year. In certain circumstances Sunset Financial may pay additional  commissions,
other allowances and overrides.
    

When  policies  are sold  through  other  broker-dealers  that have entered into
selling agreements with Sunset Financial  Services,  the commission paid by such
broker-dealers  to  their  representatives  will  be in  accordance  with  their
established rules. The commission rates may be more or less than those set forth
above for Kansas City  Life's  representatives.  In  addition,  their  qualified
registered representatives may be reimbursed by the broker-dealers under expense
reimbursement  allowance  programs  in  any  year  for  approved  expenses.  The
broker-dealers  will be  compensated  as provided in the selling  agreements and
Sunset Financial Services, Inc. will reimburse Kansas City Life for such amounts
and for certain other direct expenses in connection with marketing the Contracts
through other broker-dealers.

Telephone Authorizations

You may request the following transactions by telephone if you made the election
at the time of application or provided proper authorization to us:
o        transfer of Contract Value;
o        change in premium allocation;
o        change in dollar cost averaging;
o        change in portfolio rebalancing; or
o        Contract loan

We may suspend  these  telephone  privileges  at any time if we decide that such
suspension is in the best interests of Contract Owners.

We will employ reasonable  procedures to confirm that instructions  communicated
by telephone are genuine.  If we follow those procedures,  we will not be liable
for any losses due to unauthorized or fraudulent instructions. The procedures we
will follow for telephone  privileges  include  requiring  some form of personal
identification prior to acting on instructions received by telephone,  providing
written  confirmation  of the  transaction,  and making a tape  recording of the
instructions given by telephone.

Kansas City Life Directors and Executive Officers

The  following  table sets forth the name,  address  and  principal  occupations
during the past five years of each of Kansas City Life's directors and executive
officers.

Name and Principal
Business Address *                   Principal Occupation During Past Five Years

Joseph R. Bixby  Director,  Kansas City Life;  Chairman of the Board since 1972.
     Director of Sunset Life and Old American Insurance Company, subsidiaries of
     Kansas City Life.

Walter E. Bixby  Director,  Kansas City Life;  Vice  Chairman of the Board since
     1974; President and CEO from 1990 until he retired in April, 1998. Chairman
     of the  Board of Sunset  Life and  Chairman  of the  Board of Old  American
     Insurance Company, subsidiaries of Kansas City Life.

R.   Philip Bixby  Director,  Kansas City Life;  Elected Senior Vice  President,
     Operations in 1990;  Executive Vice President in 1996 and President and CEO
     in April, 1998. Primarily responsible for the operation of the Company.

W.   E. Bixby,  III  Director,  Kansas City Life;  Director and President of Old
     American Insurance  Company, a subsidiary of Kansas City Life.  Director of
     Sunset Life, a subsidiary of Kansas City Life.

Charles R.  Duffy  Jr.  Elected  Vice  President,  Insurance  Administration  in
     November,  1989; Senior Vice President,  Operations since 1996; responsible
     for Computer  Information  Systems,  Customer  Services,  Claims and Agency
     Administration.  Director of Sunset Life and Old American,  subsidiaries of
     Kansas City Life.

Richard L. Finn  Director,  Kansas City Life;  Senior Vice  President,  Finance,
     since 1984;  Chief  Financial  Officer and  responsible  for  investment of
     Kansas City Life's funds,  accounting and taxes.  Director,  Vice President
     and Chief  Financial  Officer of Old American and Director and Treasurer of
     Sunset Life, subsidiaries of Kansas City Life.

Jack D.  Hayes  Director,  Kansas  City Life;  Elected  Senior  Vice  President,
     Marketing  since  February,  1994;  responsible  for  Marketing,  Marketing
     Administration,  Communications  and Public Relations.  Served as Executive
     Vice President and Chief Marketing Officer of Fidelity Union Life,  Dallas,
     Texas, from June, 1981 to January, 1994.

Francis P. Lemery Director,  Kansas City Life; Senior Vice President and Actuary
     since 1984;  responsible for Group Insurance Department,  Actuarial,  State
     Compliance and New Business Issue and Underwriting. Director of Sunset Life
     and Old American, subsidiaries of Kansas City Life.

C.   John Malacarne Director, Kansas City Life; Vice President,  General Counsel
     and Secretary since 1991.  Responsible for Legal Department,  Office of the
     Secretary,  Stock Transfer  Department and Market Compliance.  Director and
     Secretary  of Sunset  Life and Old  American,  subsidiaries  of Kansas City
     Life.

Robert C. Miller Senior Vice  President,  Administrative  Services,  since 1991.
     Responsible for Human Resources and Home Office building and maintenance.

Webb R.  Gilmore  Director,  Kansas City Life since 1990;  Partner - Gilmore and
     Bell.

Nancy Bixby Hudson Director, Kansas City Life since 1996; Investor.

Warren J. Hunzicker, M.D. Director, Kansas City Life since 1989.

DarylD.  Jensen  Director,  Kansas  City Life;  Vice  Chairman  of the Board and
     President, Sunset Life Insurance Company of America, a subsidiary of Kansas
     City Life, since 1975.

Michael J. Ross Director, Kansas City Life since 1972; President and Chairman of
     the Board,  Jefferson Bank and Trust Company,  St. Louis,  Missouri,  since
     1971.

Elizabeth T.  Solberg  Director,  Kansas  City Life since 1997;  Executive  Vice
     President and Senior Partner, Fleishman-Hilliard, Inc. since 1984.

LarryWinn Jr.  Director,  Kansas  City Life  since  1985;  Retired as the Kansas
     Third District Representative to the U.S. Congress.

John K. Koetting Vice  President and  Controller  since 1980;  chief  accounting
     officer;  responsible for all corporate accounting reports. Director of Old
     American, a subsidiary of Kansas City Life.

   
                       * The principal business address of
                      all the persons listed above is 3520
                         Broadway, Kansas City, Missouri
                                   64111-2565.
    

State Regulation

We are regulated by the Department of Insurance of the State of Missouri,  which
periodically  examines  our  financial  condition  and  operations.  We are also
subject to the insurance laws and regulations of all  jurisdictions  where we do
business.

Additional Information

We have filed a registration statement under the Securities Act of 1933 with the
SEC relating to the offering described in this prospectus.  This Prospectus does
not include all the information  set forth in the  registration  statement.  The
omitted information may be obtained at the SEC's principal office in Washington,
D.C. by paying the SEC's prescribed fees.

Experts

Ernst & Young LLP,  independent  auditors  has  audited  the  following  reports
included in this prospectus:  

o    consolidated  balance  sheets for Kansas City Life at December 31, 1998 and
     1997;
o    related  consolidated  statements of income,  stockholders' equity and cash
     flows for the years ended December 31, 1998, 1997 and 1996;
o    statement of net assets of the Variable Account at December 31, 1998;
o    related  statements of  operations  and changes in net assets for the years
     ended December 31, 1998 and 1997.

The  Independent  Auditor's  reports is also included in this  Prospectus and is
provided in reliance upon these reports.

Mark A. Milton,  Vice  President and  Associate  Actuary of Kansas City Life has
examined actuarial matters in this Prospectus.

Litigation

We and our  affiliates,  like other life  insurance  companies,  are involved in
lawsuits,  including  class  action  lawsuits.  In some  class  action and other
lawsuits  involving  insurers,  substantial  damages  have  been  sought  and/or
material  settlement  payments  have been  made.  Although  the  outcome  of any
litigation  cannot be predicted with  certainty,  we believe that at the present
time there are not pending or threatened  lawsuits that are reasonably likely to
have a material adverse impact on the Variable Account or Kansas City Life.

Preparing for Year 2000

We are closely monitoring our ability and the ability of our primary vendors and
business partners to successfully operate in the year 2000. We are assessing and
taking steps to resolve  potential  problems in both our information  technology
systems and other systems. As of December 31, 1998 we were about 85% complete as
far as addressing the  information  technology  systems.  Our other systems are,
with one exception,  year 2000 compliant. We will address the system that is not
compliant during 1999. We are also actively  monitoring the compliance  programs
of third parties with which we have business  relationships  and are  developing
contingency plans based on those assessments.

We expect to have  contingency  plans in place and  internal  systems  year 2000
compliant by the end of 1999. We base this  expectation on numerous  assumptions
of future  events.  We cannot be sure that these  assumptions  are  accurate and
actual results could differ from expected results.

Company Holidays

We are closed on the  following  holidays:  New  Year's  Day,  President's  Day,
Memorial Day,  Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Additional  holidays in 1999 will be October 11,  November  26,  December 24 and
December 31. We will recognize  holidays that fall on a Saturday on the previous
Friday.  We will  recognize  holidays  that  fall on a Sunday  on the  following
Monday.
On these holidays, there will be no valuation.

Legal Matters

Sutherland,  Asbill & Brennan LLP of  Washington,  D.C. has  provided  advice on
certain  matters  relating to the federal  securities  laws. C. John  Malacarne,
General  Counsel  of Kansas  City Life has passed on  matters  of  Missouri  law
pertaining to the Contracts,  including our right to issue the Contracts and our
qualification to do so under applicable laws and regulations.

Financial Statements

Kansas City Life's financial  statements  included in this Prospectus  should be
distinguished  from  financial  statements of the Variable  Account.  You should
consider Kansas City Life's financial statements only as an indication of Kansas
City Life's ability to meet its obligations under the Contracts.  You should not
consider them as having an effect on the  investment  performance  of the assets
held in the Variable Account. The following reports for the Variable Account are
also included in the Prospectus:

o    statement of net assets of the Variable Account at December 31, 1998, and
o    related  statement of operations  and changes in net assets for the periods
     ended December 31, 1998 and 1997.


<PAGE>



                                   Appendix A
                        Maximum Surrender Charge Factors
                                   (Per$1,000)

                Male         Female                    Male           Female
Issue Age   SM       NS    SM      NS   Issue Age   SM       NS      SM       NS
    0              24.48         23.76      40     82.80    62.64   63.36  54.00
    1              24.48         23.76      41     87.12    66.24   66.24  56.16
    2              24.48         23.76      42     90.72    69.12   69.12  59.04
    3              24.48         23.76      43     95.76    72.72   72.00  61.20
    4              24.48         23.76      44    100.08    75.60   75.60  64.08

    5              24.48         23.76      45    105.12    79.92   79.20  66.96
    6              25.20         23.76      46    110.16    83.52   82.08  70.56
    7              25.20         23.76      47    115.92    87.84   86.40  73.44
    8              25.92         24.48      48    121.68    92.16   90.00  77.04
    9              25.92         24.48      49    128.16    97.20   94.32  80.64

   10              26.64         24.48      50    134.64   102.24   98.64  84.96
   11              28.08         25.20      51    141.12   107.28  102.96  88.56
   12              28.80         25.20      52    148.32   113.04  108.00  92.88
   13              30.24         25.92      53    156.24   118.80  113.04  97.92
   14              30.96         25.92      54    164.88   125.28  118.80 102.96

   15      36.72   32.40  29.52  26.64      55    173.52   132.48  123.84 108.00
   16      37.44   32.40  30.24  26.64      56    182.16   139.68  130.32 113.04
   17      37.44   32.40  30.24  27.36      57    191.52   146.88  136.80 119.52
   18      38.16   33.12  30.96  27.36      58    202.32   155.52  143.28 125.28
   19      38.16   33.12  30.96  28.08      59    213.12   164.16  150.48 132.48

   20      38.88   33.12  31.68  28.08      60    224.64   173.52  158.40 139.68
   21      39.60   33.12  32.40  28.08      61    236.88   183.60  167.04 147.60
   22      40.32   33.12  32.40  28.08      62    249.84   194.40  176.40 155.52
   23      41.04   33.12  33.12  28.80      63    263.52   205.92  185.76 164.88
   24      41.76   33.12  33.12  28.80      64    277.92   218.16  196.56 174.24

   25      42.48   33.12  33.84  28.80      65    293.04   231.12  207.36 184.32
   26      44.64   34.56  35.28  30.24      66    308.88   245.52  218.88 195.84
   27      46.08   36.00  36.72  30.96      67    326.16   260.64  231.84 207.36
   28      48.24   37.44  38.16  32.40      68    344.16   276.48  244.80 220.32
   29      50.40   38.88  39.60  33.84      69    363.60   293.76  259.92 234.72

   30      52.56   40.32  41.04  35.28      70    383.76   312.48  275.76 249.84
   31      54.72   42.48  43.20  36.72      71    405.36   332.64  293.04 266.40
   32      57.60   43.92  44.64  38.16      72    429.12   354.24  312.48 284.40
   33      59.76   46.08  46.80  39.60      73    452.88   376.56  332.64 303.84
   34      62.64   48.24  48.96  41.76      74    478.80   401.04  354.96 325.44

   35      65.52   50.40  51.12  43.20      75    505.44   426.96  378.72 348.48
   36      68.40   52.56  53.28  45.36      76    532.80   454.32  403.20 372.96
   37      72.00   54.72  55.44  47.52      77    561.60   483.12  430.56 399.60
   38      75.60   57.60  58.32  49.68      78    591.84   514.80  459.36 429.12
   39      79.20   60.48  60.48  51.84      79    624.24   547.92  491.04 460.80
                                            80    658.80   584.64  525.60 495.36


- --------------------------------------------------------------------------------
                          Supplement Dated May 1, 1999,
- --------------------------------------------------------------------------------
                         to Prospectus Dated May 1, 1999
                 Kansas City Life Variable Life Separate Account
                        Variable Universal Life Contract
- --------------------------------------------------------------------------------
                                    Maryland
- --------------------------------------------------------------------------------


For  contracts  sold in the state of  Maryland,  we  change  the  Prospectus  as
follows:

         Add the definition for "No-Lapse Monthly Premium" and "No-Lapse Payment
     Period" to page 2 of the Prospectus. These definitions are:

         No-Lapse  Monthly Premium -- An amount used to measure Premium Payments
         paid for  purpose  of  determining  whether  the  guarantee  that  your
         Contract  will not  lapse  during  the  No-Lapse  Payment  period is in
         effect.

         No-Lapse Payment Period -- The period of time during which we guarantee
         that  your  Contract  will not  lapse if you pay the  No-Lapse  Monthly
         Premiums.

         Add the following  wording  after the  "Guaranteed  Payment  Period and
     Guaranteed Monthly Premium" section of the Prospectus on page 19:

         No-Lapse  Monthly Premium and No-Lapse Payment Period -- In addition to
         the Guaranteed  Payment Period described above, there is a fifteen year
         No-Lapse Payment Period. A No-Lapse Payment Period is the period during
         which we guarantee  that the  Contract  will not lapse if the amount of
         total premiums you pay is greater than or equal to the sum of:

(1) the accumulated  No-Lapse  Monthly  Premiums in effect on each prior Monthly
Anniversary  Date; and (2) an amount equal to the sum of any partial  surrenders
taken and Indebtedness under the Contract.

         The No-Lapse  Payment  Period is fifteen  years  following the Contract
         Date and fifteen years  following the effective  date of an increase in
         the Specified Amount.  The Contract shows the No-Lapse Monthly Premium.
         The per $1,000  No-Lapse  Monthly  Premium  factors  for the  Specified
         Amount  vary by risk class,  issue Age and sex.  We include  additional
         premiums for substandard ratings and supplemental and/or rider benefits
         in  the  No-Lapse  Monthly  Premium.  However,  upon  a  change  to the
         Contract, we will recalculate the No-Lapse Monthly Premium, will notify
         you of the new  No-Lapse  Monthly  Premium  and amend your  Contract to
         reflect the change.



<PAGE>


Add the following  paragraph to the "Premium Payments Upon Increase in Specified
Amount" section on page 19 of the Prospectus:

         A new  No-Lapse  Payment  Period  begins  on the  effective  date of an
         increase in Specified Amount.  You will be notified of the new No-Lapse
         Monthly Premium for this period.

         Delete the "After the Guaranteed  Payment Period" section on page 20 of
the Prospectus and replace it with the following:

         After the  Guaranteed  Payment  Period but During the No-Lapse  Payment
         Period -- A Grace Period starts if on any Monthly  Anniversary  Day the
         Cash Surrender  Value is less than the amount of the Monthly  Deduction
         and the accumulated  premiums paid as of the Monthly  Anniversary  Date
         are less than  required to guarantee the Contract will not lapse during
         the No-Lapse Payment Period.

         After the No-Lapse  Period A Grace Period starts if the Cash  Surrender
         Value  on  a  Monthly  Anniversary  Day  will  not  cover  the  Monthly
         Deduction.  You  must  pay a  premium  sufficient  to  provide  a  Cash
         Surrender  Value  equal to three  Monthly  Deductions  during the Grace
         Period to keep the Contract in force.

         Add the  following  paragraph  to the  "Changes  in  Specified  Amount"
section on page 30 of the Prospectus:

         In addition, a new No-Lapse Payment Period begins on the effective date
         of  the  increase  and  will  continue  for  fifteen  years.   We  will
         recalculate  the  Contract's  No-Lapse  Monthly  Premium to reflect the
         increase.  If a No-Lapse  Payment  Period is in effect,  the Contract's
         No-Lapse  Monthly  Premium  will  also  generally  be  increased.   See
         "No-Lapse Monthly Premium and No-Lapse Payment Period" above.

         Delete the  "Additional  No-Fee Transfer Right" shown on page 21 of the
Prospectus and replace with the following:

         Right to  Exchange  -- The Right to  Exchange  provision  allows you to
         exchange the  Contract to one that  provides  benefits  that don't vary
         based  on the  performance  of the  Funds.  Once  within  the  first 24
         Contract  Months  following  the  Contract  Date or within the first 24
         months  following  the  effective  date of an increase to the Specified
         Amount,  you may  exercise a one-time  Right to Exchange by  requesting
         that this Contract be exchanged for any flexible  premium fixed benefit
         policy we offer for exchange on the Contract Date.


5629                                                                5-99a

- --------------------------------------------------------------------------------
                          Supplement Dated May 1, 1999,
- --------------------------------------------------------------------------------
                         to Prospectus Dated May 1, 1999
                 Kansas City Life Variable Life Separate Account
                        Variable Universal Life Contract
- --------------------------------------------------------------------------------
                                   Connecticut
- --------------------------------------------------------------------------------


For  contracts  sold in the state of  Connecticut,  we change the  Prospectus as
follows to provide for the Right to Exchange provision:

         Delete the  "Additional  No-Fee Transfer Right" shown on page 22 of the
     Prospectus and replace with the following:

         Right to  Exchange  -- The Right to  Exchange  provision  allows you to
         exchange the  Contract to one that  provides  benefits  that don't vary
         based on the performance of the Funds.  Once within the first 24 months
         of the Contract or within 24 months  following the effective date of an
         increase to the Specified Amount,  you may exercise a one-time Right to
         Exchange by requesting that this Contract be exchanged for any flexible
         premium  fixed  benefit  policy we offer for  exchange on the  Contract
         Date.























5630                                                             5-99a












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