KANSAS CITY LIFE VARIABLE LIFE SEPARATE ACCOUNT
485BPOS, 2000-05-01
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As filed with the Securities and Exchange Commission on May 1, 2000.
                                             Registration No. 33-95354

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                       POST-EFFECTIVE AMENDMENT NO. 6 TO


                                   FORM S-6

               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2


                Kansas City Life Variable Life Separate Account
                             (Exact name of trust)

                      KANSAS CITY LIFE INSURANCE COMPANY
                              (Name of depositor)
                                 3520 Broadway
                       Kansas City, Missouri  64141-6139
         (Complete address of depositor's principal executive offices)

                               C. John Malacarne
                      Kansas City Life Insurance Company
                                 3520 Broadway
                       Kansas City, Missouri  64141-6139
               (Name and complete address of agent for service)

                                   Copy to:
                             Stephen E. Roth, Esq.
                         Sutherland, Asbill & Brennan LLP
                        1275 Pennsylvania Avenue, N.W.
                         Washington, D.C.  20004-2415


It is proposed that this filing will become effective:



___ immediately  upon filing pursuant to paragraph (b) of Rule 485 _X_ On May 1,
2000 pursuant to paragraph (b) of Rule 485 ___ 60 days after filing  pursuant to
paragraph  (a)(1) of Rule 485 ___ on (date) pursuant to paragraph (a)(1) of Rule
485

Title of securities being registered:  Individual Flexible Premium Variable Life
                                       Insurance Contracts


                                   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  ("Kansas
City Life").  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
     American Century VP Income & Growth             Management, Inc.
     American Century VP International
     American Century VP Value

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

Dreyfus Variable Investment Fund                     Manager
     Appreciation Portfolio                          The Dreyfus Corporation
     Small Cap Portfolio                             Sub-Investment Adviser for
                                                     Appreciation Portfolio:
                                                     Fayez Sarofim & Co.


Dreyfus Stock Index Fund                             Manager
                                                     The Dreyfus Corporation
                                                     Index Fund Manager:
                                                     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 U.S. Disciplined Equity Portfolio   J.P. Morgan Investment
     J.P. Morgan Small Company Portfolio             Management Inc.


Franklin Templeton Variable Insurance Products Trust Manager
     Templeton International Securities 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, 2000



                               PROSPECTUS CONTENTS


DEFINITIONS....................................................................1


SUMMARY AND DIAGRAM OF THE CONTRACT............................................4


DIAGRAM OF THE CONTRACT........................................................5


GENERAL INFORMATION ABOUT KANSAS CITY LIFE....................................12
         Kansas City Life Insurance Company ..................................12


THE VARIABLE ACCOUNT AND THE FUNDS............................................12
         Kansas City Life Variable Life Separate Account......................12
         The Funds............................................................12
         Resolving Material Conflicts.........................................15
         Addition, Deletion or Substitution of Investments....................16
         Voting Rights........................................................16


PURCHASING A CONTRACT.........................................................17
         Applying for a Contract..............................................17
         Free Look Right to Cancel Contract...................................18


PREMIUM PAYMENTS..............................................................18
         Premiums.............................................................18
         Premium Payments to Prevent Lapse....................................19


ALLOCATIONS AND TRANSFERS.....................................................20
         Premium Allocations and Crediting....................................20
         Transfer Privilege...................................................20
         Dollar Cost Averaging Plan...........................................21
         Portfolio Rebalancing Plan...........................................21


FIXED ACCOUNT.................................................................22
         Minimum Guaranteed and Current Interest Rates........................22
         Calculation of Fixed Account Value...................................22
         Delay of Payment.....................................................22


CHARGES AND DEDUCTIONS........................................................22
         Premium Expense Charge...............................................22
         Monthly Deduction....................................................23
         Daily Mortality and Expense Risk Charge..............................24
         Transfer Processing Fee..............................................25
         Surrender Charge.....................................................25
         Partial Surrender Fee................................................26
         Fund Expenses........................................................26
         Reduced Charges for Eligible Groups..................................26
         Other Tax Charge.....................................................26


HOW YOUR CONTRACT VALUES VARY.................................................27
         Bonus on Contract Value in the Variable Account......................27
         Determining the Contract Value.......................................27
         Cash Surrender Value.................................................28

DEATH BENEFIT AND CHANGES IN SPECIFIED AMOUNT.................................28
         Amount of Death Benefit Proceeds.....................................28
         Coverage Options.....................................................28
         Initial Specified Amount and Coverage Option.........................29
         Changes in Coverage Option...........................................29
         Changes in Specified Amount..........................................29
         Selecting and Changing the Beneficiary...............................30


CASH BENEFITS.................................................................30
         Contract Loans.......................................................30
         Surrendering the Contract for Cash Surrender Value...................31
         Partial Surrenders...................................................32
         Maturity Benefit.....................................................32
         Payment Options......................................................32
         Specialized Uses of the Contract.....................................33


Illustrations.................................................................33
         Assumptions..........................................................33
         Charges Illustrated..................................................34


OTHER CONTRACT BENEFITS AND PROVISIONS........................................43
         Limits on Rights to Contest the Contract.............................43
         Changes in the Contract or Benefits..................................43
         Payment of Proceeds..................................................44
         Reports to Contract Owners...........................................44
         Assignment...........................................................44
         Reinstatement........................................................44
         Supplemental and/or Rider Benefits...................................45


Tax Considerations............................................................47
         Introduction.........................................................47
         Tax Status of the Contract...........................................47
         Tax Treatment of Contract Benefits...................................47
         Our Income Taxes.....................................................49
         Possible Tax Law Changes.............................................49


OTHER INFORMATION ABOUT THE CONtracts and KANSAS CITY LIFE....................49
         Sale of the Contracts................................................49
         Telephone Authorizations.............................................50
         Kansas City Life Directors and Executive Officers....................50
         State Regulation.....................................................52
         Additional Information...............................................52
         Experts..............................................................52
         Litigation...........................................................52
         Company Holidays.....................................................52
         Legal Matters........................................................52
         Financial Statements.................................................52

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

                                       42
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 Premiums 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.



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 33.)

     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 47.)

We may offer other variable life insurance  contracts that have different  death
benefits,  contract features and optional  programs.  These contracts would also
have  different  charges  that would  affect your  sub-account  performance  and
Contract Value. To obtain more information about these other contracts,  contact
your registered representative.

     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 33.) 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.  Due to lack of guidance,  however,  there is  uncertainty in this
regard with respect to Contracts issued on a substandard basis,  particularly if
you pay the full amount of Premiums permitted under the Contract.  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 47, for
further discussion of the tax status of a Contract and the tax consequences.

     Owner  Inquiries.  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.


                             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 Premiums, 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 19.)

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


- --------------------------------------------------------------------------------
                        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 22.)

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


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

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

o    You direct the allocation of Premiums among the 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 22.)

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

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

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 24.) 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 26.) 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/                                       0.09%          0.11%        0.15%        0.16%       0.30%       0.46%
Total Annual Fund Expenses 1/                           0.84%          0.86%        0.90%        0.91%       1.05%       1.06%
Expense Reimbursement2/                                  _NA_          _NA_          _NA_        _NA_       (0.14%)     (0.30%)
Net Annual Fund Expenses1/                              0.84%          0.86%        0.90%        0.91%       0.91%       0.76%
</TABLE>





<TABLE>
<CAPTION>
                                                                  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%             1.34%           1.00%
Other Expenses 3/                                                  0.00%            0.00%             0.00%           0.00%
Total Annual Fund Expenses3/                                       1.00%            0.70%             1.34%           1.00%

</TABLE>

<TABLE>
<CAPTION>

                                                                 Federated        Federated         Federated
                                                                 American        High Income          Prime
                                                                  Leaders            Bond             Money
                                                                  Fund II          Fund II           Fund II
Federated Insurance Series Annual Expenses
(as a percentage of average net assets)
<S>                                                                <C>              <C>               <C>
Management Fees (Investment Advisory Fees)                         0.75%            0.60%             0.50%
Other Expenses                                                     0.13%            0.19%             0.23%
Shareholder Services Fee 4/                                        0.25%            0.25%             0.25%
Total Annual Fund Expenses                                         1.13%            1.04%             0.98%
Waiver of Fund Expenses4/                                         (0.25%)          (0.25%)           (0.25%)
Net Annual Fund Expenses4/                                         0.88%            0.79%             0.73%
</TABLE>



<TABLE>
<CAPTION>

                                                               Dreyfus           Dreyfus
                                                            Appreciation         Small Cap
                                                              Portfolio         Portfolio
Dreyfus Variable Investment Fund Annual Expenses (as a
percentage of average net assets)
<S>                                                             <C>               <C>
Management Fees (Investment Advisory Fees)                      0.75%             0.75%
Other Expenses                                                  0.03%             0.03%
Total Annual Fund Expenses                                      0.78%             0.78%
</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%
Other Expenses5/                                                0.01%
Net Annual Fund Expenses5/                                      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%
Other Expenses                                                            0.04%
Net Annual Fund Expenses5/                                                0.79%




<TABLE>
<CAPTION>
                                                                   JP Morgan             JP Morgan
                                                                     U.S.               Small Company
                                                                 Disciplined              Portfolio
                                                                   Equity
                                                                   Portfolio
J.P. Morgan Series Trust II Annual Expenses
(as a percentage of average net assets)
<S>                                                                  <C>                   <C>
Management Fees (Investment Advisory Fees)                           0.35%                 0.60%
Other Expenses                                                       0.52%                 1.97%
Total Annual Fund Expenses 6/                                        0.87%                 2.57%
Expense Reimbursement6/                                             (0.02%)               (1.42%)
Net Annual Fund Expenses6/                                           0.85%                 1.15%
</TABLE>




                                                                    Templeton
                                                                  International
                                                                   Securities
                                                                 Fund Class 2 7/
Franklin Templeton Variable Insurance Products Trust
Annual Expenses (as a percentage of average net assets) 7/
Management Fees (Investment Advisory Fees)                               0.69%
Other Expenses                                                           0.19%
                  Total Annual Fund Expenses1.13%



                                                                   Calamos
                                                                 Convertible
                                                                  Portfolio
Calamos Advisors Trust Annual Expenses
(as a percentage of average net assets)
Management Fees (Investment Advisory Fees)                            0.75%
Other Expenses                                                        9.11%
Total Annual Fund Expenses                                            9.86%
Expense Reimbursement                                                (8.86)%
Net Annual Fund Expenses9/                                            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. "Other Expenses" do
     not take into account these  expense  reductions  and are therefore  higher
     than the actual expenses of the series. Had these fee reductions been taken
     into account,  "Net  Expenses"  would be lower for certain series and would
     equal:

     0.83% for Emerging Growth Series        0.90% for Utilities Series
     0.85% for Research Series               0.90% for Global Governments Series
     0.89% for Total Return Series           0.75% for Bond Series

     2/ MFS has contractually agreed, subject to reimbursement, to bear expenses
     for these series such that each such series' "Other Expenses" (after taking
     into account the expense offset arrangement described above), do not exceed
     the  following  percentages  of the average  daily net assets of the series
     during the current fiscal year:

              0.15% for Global Governments Series          0.15% for Bond Series

     These  contractual  fee  arrangements  will continue  until at least May 1,
     2001,  unless  changed  with the  consent  of the board of  trustees  which
     oversees the 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.

     4/ The Fund did not pay or accrue the  shareholder  services fee during the
     fiscal year ended December 31, 1999.  The Fund has no present  intention of
     paying or  accruing  the  shareholder  services  fee during the fiscal year
     ended December 31, 2000. The maximum shareholder services fee is 0.25%.

     5/ The Dreyfus  Socially  Responsible  Growth Fund,  Inc. and Dreyfus Stock
     Index Fund reimburse their investment adviser, The Dreyfus Corporation, for
     certain  expenses  relating to  servicing  and/or  maintaining  shareholder
     accounts.  These  expenses are reflected as part of "Other  Expenses."  The
     Dreyfus  Corporation  has  agreed  that these  expenses  will not exceed an
     annual rate of 0.25% of 1.00% of each Fund's average daily net assets.

     6/ 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 U.S.  Disciplined
     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, 1999, Morgan Guaranty has
     agreed to reimburse the  portfolios  for expenses  under this  agreement as
     follows:  $7,543 for the U.S. Disciplined Equity and $129,795 for the Small
     Company.

     7/ On  2/8/00,  shareholders  approved  a merger  and  reorganization  that
     combined the fund with theTempleton  International  Equity Fund,  effective
     5/1/00.  The  shareholders  of that fund had approved new management  fees,
     which apply to the combined fund effective 5/1/00. The table shows restated
     total  expenses  based  on the new fees  and the  assets  of the fund as of
     12/31/99,  and not the assets of the combined fund.  However,  if the table
     reflected both the new fees and the combined  assets,  the fund's  expenses
     after 5/1/00 would be estimated as: Management Fees 0.65%, Distribution and
     Service Fees 0.25%, Other Expenses 0.20%, and Total Fund Operating Expenses
     1.10%.

     8/ The fund's class 2  distribution  plan or "rule 12b-1 plan" is described
     in the fund's prospectus.

     9/Pursuant to a written  agreement the investment  manager has  voluntarily
     undertaken to waive fees and/or  reimburse  portfolio  expenses so that the
     Total Annual Fund Expenses are limited to 1.00% of the portfolio's  average
     net  assets.  The  fee  waiver  and/or  reimbursement  is  binding  on  the
     investment manager through May 31, 2001.

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

                                 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 27.)

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

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

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 27.)

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

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

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 30 for  rules  and
          limits.) Loans may have adverse tax consequences.

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

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

     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 page32.)  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 32.)

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


- --------------------------------------------------------------------------------
                                 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 28.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

o    There is  flexibility to change the Coverage  Option and Specified  Amount.
     (See page 29 for rules and limits.)

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

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

o    There are  supplemental  and/or rider benefits that may be available.  (See
     page 45.)

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

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

o    We deduct any Indebtedness from the amount payable.

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

                   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.


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% of its assets in equity and debt securities
of both  domestic  and foreign  (including  emerging  market)  companies  in the
utilities industry.

     MFS Global  Governments  Series. The Global Governments Series seeks income
and capital appreciation. The Series invests, under normal market conditions, at
least 65% of its total assets in U.S. government securities,  foreign government
securities,   corporate   bonds,   mortgage-backed   securities,    asset-backed
securities, and derivative 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."

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. International investment involves
special risk  considerations.  These include economic and political  conditions,
expected inflation rates and currency swings.

     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.


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."

     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;
Sub-Investment Advisor for Appreciation Portfolio: Fayez Sarofim & Co.)

     Appreciation  Portfolio  (formerly  Capital  Appreciation  Portfolio).  The
portfolio seeks  long-term  capital growth  consistent with the  preservation of
capital; current income is a secondary goal. To pursue these goals the portfolio
invests in common  stocks  focusing on "blue chip" companies  with total market
values of more than $5 billion at the time of purchase.

     Small Cap Portfolio.  The portfolio seeks to maximize capital appreciation.
To pursue this goal, the portfolio  generally invests at least 65% of its assets
in the common  stock of U.S. and foreign  companies.  The  portfolio  focuses on
small-cap companies with total market values of less than $1.5 billion.

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

The fund seeks to match the total return of the Standard & Poor's 500  Composite
Stock Price Index.  To pursue this goal, the fund  generally  invests in all 500
stocks in the S&P 500(R) in proportion to their weighting in the index.  The S &
P 500  is an  unmanaged  index  of 500  common  stocks  chosen  to  reflect  the
industries  of the U.S.  economy and is often  considered  a proxy for the stock
market in general.  Each stock is weighted by its market  capitalization,  which
means larger  companies  have greater  representation  in the index than smaller
ones.  The fund may also use stock index futures as a substitute for the sale or
purchase of securities. The fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no  representation  regarding  the
advisability of investing in the fund.

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,  with current  income as a secondary
goal. To pursue these goals,  the fund invests  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.

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

     J.P. Morgan U.S.  Disciplined Equity Portfolio (formerly Equity Portfolio).
J.P.  Morgan U.S.  Disciplined  Equity  Portfolio  seeks 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 stocks of U.S.
corporations typically represented by the Standard & Poor's 500 Stock Index with
market capitalizations above $1.5 billion.




     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.

Franklin  Templeton  Variable  Insurance  Products  Trust  (Manager:   Templeton
Investment  Counsel,  Inc.)  Effective  May 1, 2000,  each fund in the Templeton
Variable Products Series Fund merged with the similar, corresponding fund of the
Franklin Templeton Variable Insurance Products Trust.

     Templeton  International   Securities  Fund  Class  2  (formerly  Templeton
International Fund Class 2). The investment objective of Templeton International
Securities  Fund is  long-term  capital  growth.  The  Fund  invests  in  equity
securities of companies  located  outside the United States,  including those in
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.

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 (or our affiliates) may receive significant  compensation from a Fund's 12b-1
fees or from a Fund's investment  adviser (or its affiliates) in connection with
administration,  distribution,  or other  services  provided with respect to the
Funds  and  their  availability  through  the  Contracts.  The  amount  of  this
compensation  is  generally  based upon a  percentage  of the assets of the Fund
attributable  to the Contracts and other contracts we issue.  These  percentages
differ  and some  Funds or their  advisers  (or  affiliates)  may pay us (or our
affiliates) more than others.  Currently,  these percentages range from 0.15% to
0.25%.

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,  if further  investment in any portfolio should become
inappropriate (in our judgment) in view of the purposes of the Variable Account,
or for any other  reason in our sole  discretion,  we may redeem the shares,  if
any, of that  portfolio and  substitute  shares of another  registered  open-end
management  investment company. The substituted fund may have different fees and
expenses.  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, or for any other reason in our
sole  discretion.  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    de-register 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  and any shares held in our general
account 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.  We require only one Guaranteed
Monthly  Premium  for  Contracts  when  Premium  Payments  will be made  under a
pre-authorized  payment or combined billing  arrangement.  (See "Premiums," page
20.)

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  Contract  Date  based on the
Insured's Age last birthday.  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 name a  contingent  Owner or a new Owner by
Written  Notice.  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 47.)

Determination of Contract Date

In general,  when  applications are submitted with the required Premium Payment,
the Contract Date will be the same as that of the TIA. For  Contracts  where the
required Premium Payment 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.  There  are  several
exceptions to these rules described below.

          Contract  Date  Calculated  to be  29th,  30th  or 31st  of  Month  No
          Contracts  will be given a Contract Date of the 29th,  30th or 31st of
          the month.  When values are applied to the new  Contract  from another
          contract and the Contract  Date would be calculated to be one of these
          dates,  the Contract Date will be the 28th of the month.  In all other
          situations  in which the Contract  Date would be  calculated to be the
          29th, 30th or 31st of the month,  the Contract Date will be the 1st of
          the next month.

          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 date of approval.  Combined  Billing is a billing  where  multiple
          Kansas City Life contracts are billed together.

          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 date of approval.  If you
          request GA or FA and we don't receive the required initial Premium the
          Contract Date will be the date 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 up to which the premiums
          for the previous  contract are paid. If you are  converting  more than
          one term policy,  the Contract Date will be determined by the contract
          with the earliest date to which premiums are paid.

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 (and
receive a lower cost of insurance  rate).  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.

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  Premiums at any time while the Contract is in force. We
have the  right to limit  the  number  (except  in  Texas)  and  amount  of such
Premiums.  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 22.)

     Minimum Premium  Amounts.  The minimum initial Premium Payment  required is
the least  amount for which we will issue a Contract.  This 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  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 47.)

Your  Contract  may become a modified  endowment  contract  if Premium  Payments
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 47.)

We reserve the right to require  satisfactory  evidence of insurability prior to
accepting unscheduled Premiums. (See "ALLOCATIONS AND TRANSFERS," 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
"Contract Loans," page 32.)

     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 19, 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 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    re-calculate 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
29.)

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 "Minimum Guaranteed and Current
     Interest Rates," page 18.)


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 28.) If you don't pay adequate  Premiums before the Grace Period
ends, your Contract will terminate. (See"Reinstatement," page 44.)

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  50.)  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 27.)

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 50. )

     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
20.) 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 Premiums 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 a 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.

     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.

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.

We may make a  profit  from  this  charge.  Any  profit  may be used to  finance
distribution expenses.

     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 45.)

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.

     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 Fund deducts investment  advisory fees and other 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  ("Premium  Payments to Prevent  Lapse,"  page 19) 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 18, and "Grace Period," page 19.)

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 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 19 and"Surrendering the Contract for
Cash Surrender Value," page 31.)

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 44) or, if you prefer, under a payment
option (See "Payment  Options," page 32). We will pay the Death Benefit Proceeds
to the Beneficiary. (See "Selecting and Changing the Beneficiary," page 30.)

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.

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 43.)

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.) You should consult a tax adviser before changing the
Coverage Option.

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.

Changes in the Specified Amount may have tax consequences.  You should consult a
tax adviser before changing the Specified Amount.

     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 25.)

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.

     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 18);

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 18); 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 50.) 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 44.)

     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.

     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.  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  Premiums.) 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 28.)

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 19.)

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 25.) 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 44.) You may receive the Cash Surrender  Value
in one lump sum or you may apply it to a payment option.  (See "Payment Options"
page 32.) Your Contract will terminate and cease to be in force if you surrender
it for one lump sum. You will not be able to later reinstate it.  Surrenders may
have adverse tax consequences. (See "Tax Considerations," page 47.)

(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 26.) 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  22.)  Partial
surrenders may have adverse tax consequences.  (See "Tax  Considerations,"  page
47.)

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 Coverage  Option,"
     page 29.

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 44.)

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  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 0.87% 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 2000 for some of the Portfolios.  In the absence
of the reimbursement arrangements for some of the Portfolios, the average annual
expense  ratio  would  be  higher.  Values  illustrated  would be lower if these
reimbursement  arrangements had not been taken into account.  For information on
the  Portfolios'  expenses,  see  the  Fee  Table  in  this  Prospectus  and 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 -1.76%,  4.19% and
10.13%, 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 guaranteed  maximum charges that
are higher 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.




<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             482          0      100,000      524       0    100,000     567       0     100,000
    2              2,153           1,185         265     100,000    1,308     388    100,000   1,437     517     100,000
    3              3,310           1,865         465     100,000    2,114     714    100,000   2,384     984     100,000
    4              4,526           2,523         823     100,000    2,943   1,243    100,000   3,417   1,717     100,000
    5              5,802           3,156       1,156     100,000    3,795   1,795    100,000   4,542   2,542     100,000
    6              7,142           3,764       1,802     100,000    4,667   2,705    100,000   5,767   3,805     100,000
    7              8,549           4,346       2,434     100,000    5,561   3,649    100,000   7,101   5,189     100,000
    8             10,027           4,901       3,039     100,000    6,477   4,615    100,000   8,557   6,695     100,000
    9             11,578           5,428       3,616     100,000    7,414   5,602    100,000  10,144   8,332     100,000
   10             13,207           5,926       4,416     100,000    8,371   6,861    100,000  11,876  10,366     100,000
   15             22,657           8,229       8,229     100,000   13,877  13,877    100,000  23,917  23,917     100,000
   20             34,719           9,727       9,727     100,000   20,189  20,189    100,000  43,572  43,572     100,000
   25             50,113           9,929       9,929     100,000   27,125  27,125    100,000  76,273  76,273     100,000
   30             69,761           7,947       7,947     100,000   34,297  34,297    100,000 130,453 130,453     156,543

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

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>

<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             482           0     100,000      524       0    100,000     567       0     100,000
    2              2,153           1,185         265     100,000    1,308     388    100,000   1,437     517     100,000
    3              3,310           1,865         465     100,000    2,114     714    100,000   2,384     984     100,000
    4              4,526           2,523         823     100,000    2,943   1,243    100,000   3,417   1,717     100,000
    5              5,802           3,156       1,156     100,000    3,795   1,795    100,000   4,542   2,542     100,000
    6              7,142           3,764       1,802     100,000    4,667   2,705    100,000   5,767   3,805     100,000
    7              8,549           4,346       2,434     100,000    5,561   3,649    100,000   7,101   5,189     100,000
    8             10,027           4,901       3,039     100,000    6,477   4,615    100,000   8,557   6,695     100,000
    9             11,578           5,428       3,616     100,000    7,414   5,602    100,000  10,144   8,332     100,000
   10             13,207           5,926       4,416     100,000    8,371   6,861    100,000  11,876  10,366     100,000
   15             22,657           7,922       7,922     100,000   13,435  13,435    100,000  23,249  23,249     100,000
   20             34,719           8,837       8,837     100,000   18,784  18,784    100,000  41,124  41,124     100,000
   25             50,113           8,010       8,010     100,000   23,890  23,890    100,000  69,890  69,890     100,000
   30             69,761           4,274       4,274     100,000   27,824  27,824    100,000 116,847 116,847     140,217

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

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>

<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             481           0     100,481      523       0    100,523     566       0     100,566
    2              2,153           1,181          81     101,181    1,304     204    101,304   1,433     333     101,433
    3              3,310           1,858         458     101,858    2,106     706    102,106   2,375     975     102,375
    4              4,526           2,510         810     102,510    2,928   1,228    102,928   3,399   1,699     103,399
    5              5,802           3,137       1,137     103,137    3,770   1,770    103,770   4,512   2,512     104,512
    6              7,142           3,736       1,774     103,736    4,630   2,668    104,630   5,719   3,757     105,719
    7              8,549           4,306       2,394     104,306    5,508   3,596    105,508   7,031   5,119     107,031
    8             10,027           4,848       2,986     104,848    6,403   4,541    106,403   8,455   6,593     108,455
    9             11,578           5,360       3,548     105,360    7,315   5,503    107,315  10,002   8,190     110,002
   10             13,207           5,839       4,329     105,839    8,241   6,731    108,241  11,681  10,171     111,681
   15             22,657           8,009       8,009     108,009   13,471  13,471    113,471  23,168  23,168     123,168
   20             34,719           9,274       9,274     109,274   19,160  19,160    119,160  41,198  41,198     141,198
   25             50,113           9,093       9,093     109,093   24,735  24,735    124,735  69,280  69,280     169,280
   30             69,761           6,563       6,563     106,563   29,024  29,024    129,024 112,710 112,710     212,710


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>


<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             481           0     100,481      523       0    100,523     566       0     100,566
    2              2,153           1,181          81     101,181    1,304     204    101,304   1,433     333     101,433
    3              3,310           1,858         458     101,858    2,106     706    102,106   2,375     975     102,375
    4              4,526           2,510         810     102,510    2,928   1,228    102,928   3,399   1,699     103,399
    5              5,802           3,137       1,137     103,137    3,770   1,770    103,770   4,512   2,512     104,512
    6              7,142           3,736       1,774     103,736    4,630   2,668    104,630   5,719   3,757     105,719
    7              8,549           4,306       2,394     104,306    5,508   3,596    105,508   7,031   5,119     107,031
    8             10,027           4,848       2,986     104,848    6,403   4,541    106,403   8,455   6,593     108,455
    9             11,578           5,360       3,548     105,360    7,315   5,503    107,315  10,002   8,190     110,002
   10             13,207           5,839       4,329     105,839    8,241   6,731    108,241  11,681  10,171     111,681
   15             22,657           7,696       7,696     107,696   13,020  13,020    113,020  22,482  22,482     122,482
   20             34,719           8,362       8,362     108,362   17,703  17,703    117,703  38,629  38,629     138,629
   25             50,113           7,141       7,141     107,141   21,349  21,349    121,349  61,377  62,377     162,377
   30             69,761           2,950       2,950     102,950   22,298  22,298    122,298  95,818  96,818     196,818


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>


<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      547       0    100,000     590       0     100,000
    2              2,153           1,227         338     100,000    1,353     464    100,000   1,484     595     100,000
    3              3,310           1,927         527     100,000    2,182     782    100,000   2,458   1,058     100,000
    4              4,526           2,603         903     100,000    3,034   1,334    100,000   3,519   1,819     100,000
    5              5,802           3,256       1,460     100,000    3,910   2,114    100,000   4,676   2,880     100,000
    6              7,142           3,882       2,136     100,000    4,808   3,062    100,000   5,936   4,190     100,000
    7              8,549           4,482       2,786     100,000    5,729   4,033    100,000   7,308   5,612     100,000
    8             10,027           5,055       3,409     100,000    6,673   5,027    100,000   8,807   7,161     100,000
    9             11,578           5,604       4,008     100,000    7,642   6,046    100,000  10,444   8,848     100,000
   10             13,207           6,127       4,797     100,000    8,638   7,308    100,000  12,235  10,905     100,000
   15             22,657           8,735       8,735     100,000   14,561  14,561    100,000  24,887  24,887     100,000
   20             34,719          10,861      10,861     100,000   21,743  21,743    100,000  45,833  45,833     100,000
   25             50,113          12,368      12,368     100,000   30,434  30,434    100,000  80,904  80,904     105,175
   30             69,761          12,856      12,856     100,000   40,825  40,825    100,000 138,998 138,998     166,798

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>


<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      547       0    100,000     590       0     100,000
    2              2,153           1,227         338     100,000    1,353     464    100,000   1,484     595     100,000
    3              3,310           1,927         527     100,000    2,182     782    100,000   2,458   1,058     100,000
    4              4,526           2,603         903     100,000    3,034   1,334    100,000   3,519   1,819     100,000
    5              5,802           3,256       1,460     100,000    3,910   2,114    100,000   4,676   2,880     100,000
    6              7,142           3,882       2,136     100,000    4,808   3,062    100,000   5,936   4,190     100,000
    7              8,549           4,482       2,786     100,000    5,729   4,033    100,000   7,308   5,612     100,000
    8             10,027           5,055       3,409     100,000    6,673   5,027    100,000   8,807   7,161     100,000
    9             11,578           5,604       4,008     100,000    7,642   6,046    100,000  10,444   8,848     100,000
   10             13,207           6,127       4,797     100,000    8,638   7,308    100,000  12,235  10,905     100,000
   15             22,657           8,338       8,338     100,000   14,018  14,018    100,000  24,106  24,106     100,000
   20             34,719           9,726       9,726     100,000   20,039  20,039    100,000  43,030  43,030     100,000
   25             50,113          10,080      10,080     100,000   26,683  26,683    100,000  73,870  73,870     100,000
   30             69,761           8,925       8,925     100,000   33,838  33,838    100,000 124,132 124,132     148,958



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>


<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      546       0    100,546     589       0     100,589
    2              2,153           1,223         136     101,223    1,349     261    101,349   1,480     392     101,480
    3              3,310           1,920         520     101,920    2,174     774    102,174   2,449   1,049     102,449
    4              4,526           2,592         892     102,592    3,020   1,320    103,020   3,503   1,803     103,503
    5              5,802           3,238       1,442     103,238    3,888   2,092    103,888   4,648   2,852     104,648
    6              7,142           3,856       2,110     103,856    4,774   3,028    104,774   5,892   4,146     105,892
    7              8,549           4,445       2,749     104,445    5,680   3,984    105,680   7,243   5,547     107,243
    8             10,027           5,006       3,360     105,006    6,604   4,958    106,604   8,712   7,066     108,712
    9             11,578           5,539       3,943     105,539    7,550   5,954    107,550  10,311   8,715     110,311
   10             13,207           6,046       4,716     106,046    8,516   7,186    108,516  12,053  10,723     112,053
   15             22,657           8,541       8,541     108,541   14,205  14,205    114,205  24,227  24,227     124,227
   20             34,719          10,486      10,486     110,486   20,896  20,896    120,896  43,884  43,884     143,884
   25             50,113          11,719      11,719     111,719   28,622  28,622    128,622  75,684  75,684     175,684
   30             69,761          11,779      11,779     111,779   37,076  37,076    137,076 126,962 126,962     226,962




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>


<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      546       0    100,546     589       0     100,589
    2              2,153           1,223         136     101,223    1,349     261    101,349   1,480     392     101,480
    3              3,310           1,920         520     101,920    2,174     774    102,174   2,449   1,049     102,449
    4              4,526           2,592         892     102,592    3,020   1,320    103,020   3,503   1,803     103,503
    5              5,802           3,238       1,442     103,238    3,888   2,092    103,888   4,648   2,852     104,648
    6              7,142           3,856       2,110     103,856    4,774   3,028    104,774   5,892   4,146     105,892
    7              8,549           4,445       2,749     104,445    5,680   3,984    105,680   7,243   5,547     107,243
    8             10,027           5,006       3,360     105,006    6,604   4,958    106,604   8,712   7,066     108,712
    9             11,578           5,539       3,943     105,539    7,550   5,954    107,550  10,311   8,715     110,311
   10             13,207           6,046       4,716     106,046    8,516   7,186    108,516  12,053  10,723     112,053
   15             22,657           8,130       8,130     108,130   13,638  13,638    113,638  23,404  23,404     123,404
   20             34,719           9,301       9,301     109,301   19,079  19,079    119,079  40,826  40,826     140,826
   25             50,113           9,326       9,326     109,326   24,548  24,548    124,548  67,655  67,655     167,655
   30             69,761           7,719       7,719     107,719   29,402  29,402    129,402 109,009 109,009     209,009




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>


                                                                - 52 -

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.



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.


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.


     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.

     Under both options, the Death Benefit and associated values will be reduced
     at the time the benefit is initially calculated.

     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.

     When you request an  acceleration  of a portion of the Death  Benefit under
     this rider you may direct how we deduct the amount from your Contract Value
     in the Subaccounts and Fixed Account. If you provide no directions, we will
     deduct the payment 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.)

     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 the
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 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.

If a Contract becomes a Modified  Endowment  Contract,  distributions that occur
during  the  Contract  Year  will be  taxed  as  distributions  from a  Modified
Endowment Contract. In addition,  distributions from a Contract within two years
before it becomes a Modified  Endowment  Contract  will be taxed in this manner.
This  means  that a  distribution  made from a  Contract  that is not a Modified
Endowment  Contract could later become taxable as a distribution from a Modified
Endowment Contract.

     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  preferred  loans are 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.  If a Contract loan is  outstanding  when a Contract is cancelled or
lapses,  the amount of the outstanding  indebtedness will be added to the amount
distributed  and will be taxed  accordingly.  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.


Continuation of the Contract Beyond Age 100. 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.

Business  Uses  of  the  Contracts.   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.

Other Tax  Considerations.  The  transfer of the  Contract or  designation  of a
Beneficiary may have federal,  state,  and/or local transfer and inheritance tax
consequences,  including the imposition of gift, estate, and generation-skipping
transfer taxes. For example, the transfer of the Contract to, or the designation
as a Beneficiary  of, or the payment of Proceeds to, a person who is assigned to
a generation which is two or more generations below the generation assignment of
the Owner may have  generation-skipping  transfer tax consequences under federal
tax law. The individual  situation of each Owner or  Beneficiary  will determine
the extent, if any, to which federal,  state, and local transfer and inheritance
taxes may be imposed and how  ownership or receipt of Contract  Proceeds will be
treated  for  purposes  of  federal,   state  and  local  estate,   inheritance,
generation-skipping and other taxes.

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.  Compensation  may also be paid in the form of
non-cash compensation, subject to applicable regulatory requirements.

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.  Chairman  of the Board of Sunset  Life and Old  American
     since October, 1999.

R.   Philip Bixby  Director,  Kansas City Life;  President  and CEO since April,
     1998; Vice Chairman of the Board since January,  2000;  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.  Director of Sunset Life and Old American,  subsidiaries of
     Kansas City Life. President of Sunset Life, subsidiary of Kansas City Life,
     since June, 1999.

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.

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.

Mark A. Milton Vice  President and Actuary  since  January,  2000;  Elected Vice
     President  and  Associate  Actuary in 1989.  Responsible  for Actuarial and
     State  Compliance.  Director of Sunset Life,  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  financial
statements included in this Prospectus:

o    consolidated  balance  sheets for Kansas City Life at December 31, 1999 and
     1998;

o    related  consolidated  statements of income,  stockholders' equity and cash
     flows for the years ended December 31, 1999, 1998 and 1997;

o    statement of net assets of the Variable Account at December 31, 1999;

o    related  statement of  operations  and changes in net assets for the years
     ended December 31, 1999 and 1998.

The Independent  Auditor's  Reports are also included in this Prospectus and are
provided in reliance  upon the  authority of such firm as experts in  accounting
and auditing.

Mark A. Milton,  Vice  President  and 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.

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 2000 will be October 9, November 24, December 26. 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, 1999, and

o    related  statement of operations  and changes in net assets for the periods
     ended December 31, 1999 and 1998.

<TABLE>
<CAPTION>

                                   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
<S>   <C>         <C>         <C>        <C>         <C>                  <C>        <C>         <C>         <C>          <C>
      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

</TABLE>




                                           CONSOLIDATED INCOME STATEMENT
                                           (Thousands, except per share data)

                                            1999         1998        1997
REVENUES
Insurance revenues:
  Premiums:
    Life insurance                         $104 086     108 510     106 051
    Accident and health                      42 636      42 441      44 931
  Contract charges                          108 873     108 608      93 713
Investment revenues:
  Investment income, net                    202 003     197 302     193 064
  Realized investment gains, net              2 860      11 426      14 505
Other                                        13 956      14 671       9 998
     TOTAL REVENUES                         474 414     482 958     462 262


BENEFITS AND EXPENSES
Policy benefits:
  Death benefits                            110 672     107 355     100 037
  Surrenders of life insurance               14 592      19 368      14 999
  Other benefits                             70 702      72 190      71 338
  Increase in benefit and contract reserves  85 206      84 427      86 804
Amortization of deferred acquisition costs   31 261      36 201      35 712
Insurance operating expenses                 97 918      95 468      90 749

         TOTAL BENEFITS AND EXPENSES        410 351     415 009     399 639


Income before Federal income taxes           64 063      67 949      62 623

Federal income taxes:
  Current                                    21 172      20 471      15 073
  Deferred                                   (2 154)     (1 034)      2 689

                                             19 018      19 437      17 762


NET INCOME                                 $ 45 045      48 512      44 861


Basic and diluted earnings per share          $3.66        3.92        3.63

See accompanying Notes to Consolidated Financial Statements.



                                            CONSOLIDATED BALANCE SHEET


                                                          1999            1998
ASSETS
Investments:
 Fixed maturities:
  Available for sale, at fair value (amortized
    cost $2,079,458,000; $2,012,975,000 - 1998)        $1 999 215    2 094 362
  Held to maturity, at amortized cost
  (fair value $107,570,000; $123,515,000 - 1998)          107 606      115 504
     Equity securities available for sale, at fair value
     (cost $122,371,000; $98,509,000 - 1998)              115 968      100 749
  Mortgage loans on real estate, net                      340 704      315 705
  Real estate, net                                         42 011       43 840
  Real estate joint ventures                               37 336       39 388
  Policy loans                                            118 521      122 860
  Short-term                                               19 380       59 160
      TOTAL INVESTMENTS                                 2 780 741    2 891 568
Cash                                                       22 355       16 763
Accrued investment income                                  43 907       42 515
Receivables, net                                           15 823       12 997
Property and equipment, net                                22 010       22 436
Deferred acquisition costs                                236 370      218 957
Value of purchased insurance in force                      95 636      104 331
Reinsurance assets                                        123 724      117 772
Deferred income tax asset                                  14 716            -
Other                                                       6 103        7 067
Separate account assets                                   259 899      143 008
                                                       $3 621 284    3 577 414

 LIABILITIES AND STOCKHOLDERS' EQUITY
Future policy benefits:
  Life insurance                                        $ 782 341      774 701
  Accident and health                                      47 215       47 641
Accumulated contract values                             1 688 706    1 731 262
Policy and contract claims                                 34 721       34 347
Other policyholders' funds:
  Dividend and coupon accumulations                        61 740       62 726
  Other                                                    90 885       75 033
Notes payable                                              69 500            -
Income taxes:
  Current                                                   7 870        4 582
  Deferred                                                      -       43 739
Other                                                      84 602       82 442
Separate account liabilities                              259 899      143 008
     TOTAL LIABILITIES                                  3 127 479    2 999 481
Stockholders' equity:
  Common stock, par value $1.25 per share
    Authorized 36,000,000 shares,
        issued 18,496,680 shares                           23 121       23 121
  Paid in capital                                          18 498       17 633
  Retained earnings                                       614 278      581 074
  Accumulated other comprehensive income (loss)           (59 095)      45 466
  Less treasury stock, at cost
     (6,411,738 shares; 6,087,894 shares - 1998)         (102 997)     (89 361)
    TOTAL STOCKHOLDERS  EQUITY                            493 805      577 933
                                                       $3 621 284    3 577 414


See accompanying Notes to Consolidated Financial Statements.



CONSOLIDATED STATEMENT OF STOCKHOLDERS'EQUITY


                                                    1999       1998       1997


COMMON STOCK, beginning and end of year            $ 23 121    23 121    23 121

PAID IN CAPITAL:
  Beginning of year                                  17 633    16 256    14 761
  Excess of proceeds over cost of treasury stock sold   865     1 377     1 495

  End of year                                        18 498    17 633    16 256

RETAINED EARNINGS:
  Beginning of year                                 581 074   543 715   509 748
  Net income                                         45 045    48 512    44 861
  Other comprehensive income:
    Unrealized gains (losses) on securities        (104 921)   15 094    33 485
    Decrease (increase) in unfunded pension liability   360    (6 076)        -
  Comprehensive income (loss)                       (59 516)   57 530    78 346
  Transfer other comprehensive (income) loss to
    accumulated other comprehensive income          104 561    (9 018)  (33 485)
  Stockholder dividends of $.96 per share
     ($.90 - 1998 and $.88 - 1997)                  (11 841)  (11 153)  (10 894)

  End of year                                       614 278   581 074   543 715


ACCUMULATED OTHER COMPREHENSIVE INCOME:
  Beginning of year                                  45 466    36 448     2 963
  Other comprehensive income (loss)                (104 561)    9 018    33 485
  End of year                                       (59 095)   45 466    36 448


TREASURY STOCK, at cost:
  Beginning of year                                 (89 361)  (88 946)  (87 729)
  Cost of 349,087 shares acquired (24,640
    shares - 1998 and 40,180 shares - 1997)         (14 094)   (1 063)   (1 440)
  Cost of 32,243 shares sold (47,296
    shares - 1998 and 47,372 shares - 1997)             458       648       223

  End of year                                      (102 997)  (89 361)  (88 946)

     TOTAL STOCKHOLDERS' EQUITY                    $493 805   577 933   530 594


See accompanying Notes to Consolidated Financial Statements.


          CONSOLIDATED STATEMENT OF CASH FLOWS


                                                     1999       1998       1997

OPERATING ACTIVITIES
Net income                                       $  45 045    48 512     44 861
Adjustments to reconcile net income to
  net cash from operating activities:
    Amortization of investment premium
      (discount), net                                2 061     2 398    (1 290)
    Depreciation                                     5 265     5 153      5 379
    Policy acquisition costs capitalized           (39 553)  (46 011)   (42 170)
    Amortization of deferred acquisition costs      31 261    36 201     35 712
    Realized investment gains                       (2 860)  (11 426)   (14 505)
    Changes in assets and liabilities:
     Future policy benefits                         12 375    25 855     16 227
     Accumulated contract values                   (10 182)  (12 264)    (9 933)
     Other policy liabilities                       14 867     6 842      7 137
     Income taxes payable and deferred             (14 748)  (11 399)     4 768
    Other, net                                      18 449      (718)    (3 685)

    NET CASH PROVIDED                               61 980    43 143     42 501

INVESTING ACTIVITIES
Purchases of investments:
  Fixed maturities available for sale             (654 943)  (644 087) (855 980)
  Fixed maturities held to maturity                 (3 354)         -         -
  Equity securities available for sale             (43 130)   (28 047)  (69 434)
Sales of fixed maturities available for sale       406 785    372 930   503 351
Maturities and principal paydowns
  of security investments:
    Fixed maturities available for sale            173 990    216 247   163 867
    Fixed maturities held to maturity               10 913     30 453   106 188
    Equity securities available for sale            22 644     28 043    31 473
Purchases of other investments                     (36 300)   (78 298) (152 045)
Sales, maturities and principal
  paydowns of other investments                     59 655     60 500    67 295
Acquisitions and dispositions of insurance
  blocks - net cash received (paid)                 (5 162)   (13 250)  213 092

    NET CASH PROVIDED (USED)                       (68 902)   (55 509)    7 807

FINANCING ACTIVITIES
Proceeds from borrowings                            95 850      1 100   245 050
Repayment of borrowings                            (26 350)    (1 100) (245 050)
Policyowner contract deposits                      148 993    175 421   169 699
Withdrawals of policyowner contract deposits      (181 367)  (187 028) (163 041)
Cash dividends to stockholders                     (11 841)   (11 153)  (10 894)
Disposition (acquisition) of treasury stock, net   (12 771)       962       278

    NET CASH PROVIDED (USED)                        12 514    (21 798)   (3 958)

Increase (decrease) in cash                          5 592    (34 164)   46 350
Cash at beginning of year                           16 763     50 927     4 577

    CASH AT END OF YEAR                         $   22 355     16 763    50 927


See accompanying Notes to Consolidated Financial Statements.


NOTES TO  CONSOLIDATED  FINANCIAL  STATEMENTS

(Amounts in tables are generally stated in thousands, except per share data)

SIGNIFICANT ACCOUNTING POLICIES

Organization

Kansas City Life Insurance  Company is a Missouri  domicled stock life insurance
company which, with its affiliates, is licensed to sell insurance products in 49
states and the District of Columbia.  The Company offers a diversified portfolio
of individual insurance, annuity and group products distributed through numerous
general  agencies.  In recent years, the Company's new business  activities have
been concentrated in interest sensitive and variable products.

Basis of Presentation

The  accompanying  consolidated  financial  statements have been prepared on the
basis of accounting  principles  generally  accepted in the United States (GAAP)
and  include  the  accounts  of  Kansas  City  Life  Insurance  Company  and its
subsidiaries, principally Sunset Life Insurance Company of America (Sunset Life)
and Old American  Insurance  Company (Old  American).  Significant  intercompany
transactions  have been eliminated in consolidation.  Certain  reclassifications
have  been  made to prior  year  results  to  conform  with the  current  year's
presentation. GAAP requires management to make certain estimates and assumptions
which affect  amounts  reported in the  financial  statements  and  accompanying
notes. Actual results could differ from these estimates.

Recognition of Revenues

Traditional  life insurance  products  include whole life  insurance,  term life
insurance and certain  annuities.  Premiums for these products are recognized as
revenues  when due.  Accident and health  insurance  premiums are  recognized as
revenues  over the  terms  of the  policies.  Revenues  for  universal  life and
flexible  annuity products are amounts assessed against contract values for cost
of insurance,  policy administration and surrenders,  as well as amortization of
deferred front-end contract charges.

Future Policy Benefits

For traditional  life insurance  products,  reserves have been computed by a net
level premium  method based upon  estimates at the time of issue for  investment
yields,  mortality and  withdrawals.  These  estimates  include  provisions  for
experience less favorable than actually  expected.  Investment yield assumptions
for new issues are graded  down and range from 7.00 to 5.00  percent.  Mortality
assumptions  are based on standard  mortality  tables.  The  1965-70  Select and
Ultimate Basic Table is used for business issued since 1977.

Reserves  and claim  liabilities  for  accident  and  health  insurance  include
estimated  unpaid claims and claims  incurred but not reported.  For traditional
life and  accident  and health  insurance,  benefits  and claims are  charged to
expense in the period incurred.

Liabilities  for  universal  life  and  flexible  annuity   products   represent
accumulated contract values,  without reduction for potential surrender charges,
and deferred front-end contract charges which are amortized over the term of the
policies.  Benefits and claims are charged to expense in the period incurred net
of related accumulated contract values.  Interest on accumulated contract values
is credited to contracts as earned. Crediting rates for universal life insurance
and flexible  annuity  products  ranged from 3.85 percent to 6.50 percent  (3.85
percent to 7.25  percent  during 1998 and 4.75  percent to 6.50  percent  during
1997).

Withdrawal assumptions for all products are based on corporate experience.

Policy  Acquisition  Costs

The costs of acquiring new business,  principally  commissions,  certain  policy
issue and  underwriting  expenses  and certain  variable  agency  expenses,  are
deferred.  For  traditional  life  products,   deferred  acquisition  costs  are
amortized in proportion to premium  revenues over the  premium-paying  period of
related  policies,  using  assumptions  consistent  with those used in computing
benefit reserves. Acquisition costs for interest sensitive and variable products
are  amortized  over a period not  exceeding 30 years in proportion to estimated
gross profits arising from interest spreads and charges for mortality,  expenses
and surrenders  that are expected to be realized over the term of the contracts.
The amortization is adjusted retrospectively when estimates of current or future
gross profits to be realized from a block of business are revised.

Value of Purchased  Insurance in Force

The value of purchased insurance in force arising from the acquisition of a life
insurance  subsidiary and, in 1997, the acquisition of a block of life insurance
business,  is being amortized in proportion to projected future premium revenues
or gross profits. Such amortization is included in insurance operating expenses.
If these projections should change, the amortization is adjusted  prospectively.
This  asset was  increased  $76,533,000  in 1997 for the  acquisition  of a life
insurance  block of business and $9,313,000  ($9,609,000 - 1998 and $8,856,000 -
1997) for accrual of interest and reduced  $18,008,000  ($17,194,000  - 1998 and
$14,962,000 - 1997) for  amortization.  The increase for accrual of interest for
the life insurance  subsidiary was calculated using a 13.0 percent interest rate
for the life block and a 7.0 percent rate for the accident and health block and,
on the acquired  block,  a 7.0 percent  interest  rate on the  traditional  life
portion  and a 5.4  percent  rate  on  the  interest  sensitive  portion.  Total
accumulated   accrual  of  interest  and  amortization   equal  $54,419,000  and
$81,615,000,  respectively.  Based upon current conditions and assumptions as to
future events, the Company expects that the amortization will be between 6 and 8
percent of the asset's current carrying amount in each of the next five years.

Separate Accounts

These  accounts  arise from the sale of  variable  life  insurance  and  annuity
products.  Their assets are legally segregated and are not subject to the claims
which may  arise  from any other  business  of the  Company.  These  assets  are
reported at fair value since the underlying  investment risks are assumed by the
policyholders.  Therefore the related  liabilities are recorded at amounts equal
to the  underlying  assets.  Investment  income and gains or losses arising from
separate accounts accrue directly to the policyholders and are,  therefore,  not
included  in  investment  earnings  in  the  accompanying   consolidated  income
statement. Revenues to the Company from separate accounts consist principally of
contract  maintenance  charges,  administrative  fees  and  mortality  and  risk
charges.

Participating  Policies

Participating  business at year end  approximates 12 percent of the consolidated
life  insurance  in force.  The  amount of  dividends  to be paid is  determined
annually by the Board of Directors. Provision has been made in the liability for
future policy benefits to allocate amounts to participating policyholders on the
basis of dividend  scales  contemplated  at the time the  policies  were issued.
Additional provisions have been made for policyholder dividends in excess of the
original scale which have been declared by the Board of Directors.

Investments

Securities  held to  maturity  and  short-term  investments  are  stated at cost
adjusted  for  amortization  of  premium  and  accrual of  discount.  Securities
available  for sale are  stated at fair  value.  Unrealized  gains and losses on
securities  available for sale are reduced by deferred  income taxes and related
adjustments in deferred acquisition costs, and are included in accumulated other
comprehensive income.

Mortgage  loans are stated at cost  adjusted  for  amortization  of premium  and
accrual of discount  less an allowance  for  possible  losses.  Foreclosed  real
estate  is  stated  at fair  value  at the  date of  foreclosure  (cost)  or net
realizable value,  whichever is lower. Other real estate investments are carried
at depreciated  cost. Real estate joint ventures are valued at cost adjusted for
the Company's equity in earnings since acquisition.  Policy loans are carried at
cost  less  payments  received.  Realized  gains  and  losses  on  disposals  of
investments,  determined by the specific  identification method, are included in
investment revenues.

Federal Income Taxes

Income taxes have been provided using the liability  method.  Under that method,
deferred tax assets and  liabilities  are  determined  based on the  differences
between their financial reporting and their tax bases and are measured using the
enacted tax rates.

Income Per Share

Due to the Company's capital  structure and lack of other  potentially  dilutive
securities, there is no difference between basic and diluted earnings per common
share for any of the years or periods  reported.  The weighted average number of
shares  outstanding  during the year was 12,316,220 shares  (12,394,104 shares -
1998 and 12,381,586 shares - 1997).

Statutory Information and
    Stockholder Dividends Restriction

The Company's earnings, unassigned surplus (retained earnings) and stockholders'
equity, on the statutory basis used to report to regulatory authorities, follow.

                                          1999      1998        1997
Net gain (loss) from operations
    for the year                       $ 41 902    35 185     (21 214)
Net income (loss) for the year           42 012    36 152     (18 681)
Unassigned surplus
    at December 31                      281 254   257 853     246 717
Stockholders' equity
    at December 31                      219 875   209 246     197 147

The  statutory  loss reported in 1997 arose from the  acquisition  of a block of
business  as  discussed  in a  following  Note.  In  accordance  with  statutory
accounting  guidelines for coinsurance  transactions,  the  acquisition  reduced
statutory  earnings and  stockholders'  equity at the date of acquisition  $51.4
million, the purchase price paid less related tax benefits.

Stockholder dividends may not exceed statutory unassigned surplus. Additionally,
under  Missouri  law, the Company  must have the prior  approval of the Missouri
Director  of  Insurance  in order to pay a  dividend  exceeding  the  greater of
statutory  net gain from  operations  for the  preceding  year or 10  percent of
statutory  stockholders'  equity at the end of the preceding  year.  The maximum
payable in 2000 without prior approval is $41,902,000.

The  Company   believes  these   statutory   limitations   impose  no  practical
restrictions on its dividend payment plans.

The  Company  is  required  to  deposit a defined  amount of assets  with  state
regulatory  authorities.   Such  assets  had  an  aggregate  carrying  value  of
$21,000,000 ($18,000,000 - 1998 and $36,000,000 - 1997).

Comprehensive Income

Comprehensive  income is comprised of net income and other comprehensive  income
which includes  unrealized gains or losses on securities  available for sale and
unfunded pension liabilities as shown below.

                                    Unrealized        Unfunded
                                    Gain (Loss)        Pension
                                  on Securities       Liability         Total

1999:
Unrealized holding losses
  arising during the year          $(172 801)                         (172 801)
Less:  Realized losses included
            in net income             (2 527)                           (2 527)
Net unrealized losses               (170 274)                         (170 274)
Decrease in unfunded
  pension liability                        -             554               554
Effect on deferred
  acquisition costs                    8 858                             8 858
Deferred income taxes                 56 495            (194)           56 301
Other comprehensive income         $(104 921)            360          (104 561)

1998:
Unrealized holding gains
  arising during the year            $33 261                            33 261
Less:  Realized gains included
            in net income              9 360                             9 360
Net unrealized gains                  23 901                            23 901
Increase in unfunded
  pension liability                        -          (9 348)           (9 348)
Effect on deferred
  acquisition costs                     (680)                             (680)
Deferred income taxes                 (8 127)          3 272            (4 855)
Other comprehensive income           $15 094          (6 076)            9 018

1997:
Unrealized holding gains
  arising during the year            $63 486                            63 486
Less:  Realized gains included
            in net income              8 318                             8 318
Net unrealized gains                  55 168                            55 168
Effect on deferred
  acquisition costs                   (3 652)                           (3 652)
Deferred income taxes                (18 031)                          (18 031)
Other comprehensive income           $33 485                            33 485


The  accumulated  balances  related  to  each  component  of  accumulated  other
comprehensive income follow.

                                                      Change in
                                        Unrealized     Unfunded
                                        Gain (Loss)    Pension
                                      on Securities   Liability      Total

End of 1997                             $  36 448            -       36 448
Other comprehensive income
  (loss) for 1998                          15 094       (6 076)       9 018
End of 1998                                51 542       (6 076)      45 466
Other comprehensive income
  (loss) for 1999                       (104 921)          360     (104 561)
End of 1999                            $ (53 379)       (5 716)     (59 095)



REINSURANCE

                                  1999      1998      1997

Life insurance in force (in millions):
    Direct                     $ 23 616    23 261    22 800
    Ceded                        (5 483)   (4 488)   (3 375)
    Assumed                       3 131     3 380     3 796

        Net                    $ 21 264    22 153    23 221


Premiums:
Life insurance:
    Direct                     $127 805   128 584   128 491
    Ceded                       (29 255)  (26 748)  (26 262)
    Assumed                       5 536     6 674     3 822
        Net                    $104 086   108 510   106 051

 Accident and health:
    Direct                     $ 56 723    54 022    55 022
    Ceded                       (14 087)  (11 581)  (10 091)
    Assumed                           -         -         -

        Net                    $ 42 636    42 441    44 931


Contract charges arise generally from directly issued business. However contract
charges  also arise from a block of business  assumed  during 1997 as  described
below.  Ceded  benefit  recoveries  were  $49,687,000  ($57,048,000  - 1998  and
$39,483,000 - 1997).

Old American has two coinsurance  agreements.  One agreement  reinsures  certain
whole life  policies  issued by Old  American  prior to December 1, 1986.  These
policies had a face value of  $114,062,000  as of this year end. The reserve for
future policy benefits ceded under this agreement was $46,741,000 ($49,041,000 -
1998).  The second agreement ceded $10.4 million of home health care reserves in
October 1998.

In 1997,  Kansas City Life  acquired a block of  traditional  life and universal
life-type  products.  As of this year end,  the block had $3.1  billion  of life
insurance in force ($3.4 billion - 1998).  The block  generated  life  insurance
premiums of $5,788,000 ($6,656,000 - 1998). Additionally,  in November 1999, the
Company ceded its group long-term disability reserves, totaling $5.2 million.

The maximum  retention on any one life is $350,000  for ordinary  life plans and
$100,000  for group  coverage.  A  contingent  liability  exists with respect to
reinsurance,  which may become a liability of the Company in the unlikely  event
that  the  reinsurers  should  be  unable  to  meet  obligations  assumed  under
reinsurance contracts.


PROPERTY AND EQUIPMENT

                                         1999        1998

Land                                 $    766        1 029
Home office complex                    21 404       22 995
Furniture and equipment                32 258       30 238

                                       54 428       54 262
Less accumulated depreciation         (32 418)     (31 826)

                                      $22 010       22 436

Property  and   equipment  are  stated  at  cost  and   depreciated   using  the
straight-line  method.  The home office is  depreciated  over 25 to 50 years and
furniture and equipment over 3 to 10 years, their estimated useful lives.

NOTES PAYABLE

                                          1999         1998
Federal Home Loan Bank loan with
  various maturities and a weighted
  average variable interest rate,
  currently 5.62 percent, secured
  by specified securities                $55 000         -

Commerce Bank unsecured revolving
  credit loan agreement providing a
  $20,000,000 line of credit with a
  variable interest rate, currently
  4.755 percent                            2 500         -

UMB Bank unsecured revolving credit
  loan agreements providing a
  $40,000,000 line of credit with a
  variable interest rate, currently
  4.95 percent                            12 000         -

                                         $69 500         -


As a  member  of the  Federal  Home  Loan  Bank  with a  capital  investment  of
$23,400,000,  the Company has the ability to borrow up to  $55,000,000  from the
bank. The Company earns 6.35 percent on the capital  investment in the bank. All
borrowing  is  used  to  enhance  investment  strategies.  Interest  paid on all
borrowings equaled $1,135,000 ($717,000 - 1998 and $515,000 - 1997).



FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  amounts  for cash,  short-term  investments  and policy  loans as
reported in the accompanying  balance sheet approximate  their fair values.  The
fair values for securities are based on quoted market prices,  where  available.
For those securities not actively traded, fair values are estimated using values
obtained  from  independent   pricing  services  or,  in  the  case  of  private
placements,  are  estimated by  discounting  expected  future cash flows using a
current market rate applicable to the yield,  credit quality and maturity of the
investments.  Fair values for mortgage loans are based upon discounted cash flow
analyses using an interest rate  assumption 2 percent above the comparable  U.S.
Treasury rate.

Fair  values  for the  Company's  liabilities  under  investment-type  insurance
contracts,  included with accumulated contract values for flexible annuities and
with  other  policyholder   funds  for  supplementary   contracts  without  life
contingencies, are estimated to be their cash surrender values.

Fair  values  for  the  Company's  insurance  contracts  other  than  investment
contracts  are not  required  to be  disclosed.  However,  the  fair  values  of
liabilities  under all insurance  contracts are taken into  consideration in the
Company's overall  management of interest rate risk, which minimizes exposure to
changing  interest  rates  through the matching of  investment  maturities  with
amounts due under insurance contracts.

The carrying amounts and fair values of the financial instruments follow.

                                    1999                           1998
                            Carrying         Fair      Carrying         Fair
                             Amount         Value       Amount         Value
Investments:
  Securities available
    for sale              $2 115 183     2 115 183    2 195 111      2 195 111
  Securities held
    to maturity              107 606       107 570      115 504        123 515
  Mortgage loans             340 704       328 973      315 705        332 419

Liabilities:
  Individual and
    group annuities         $743 438       724 908      793 068        767 537
  Supplementary
    contracts without
    life contingencies        21 216        21 216       21 899         21 899

The  following   Investments  Note  provides   further  details   regarding  the
investments above.


INVESTMENTS

Investment Revenues
Major categories of investment revenues are summarized as follows.

                                    1999            1998             1997
Investment income:
    Fixed maturities             $157 766         154 213          154 393
    Equity securities               9 378           6 583            7 288
    Mortgage loans                 27 608          26 024           23 984
    Real estate                     9 907           9 587           10 350
    Policy loans                    7 959           8 098            7 296
    Short-term                      3 639           4 832            3 612
    Other                           3 709           3 948            3 132
                                  219 966         213 285          210 055
Less investment expenses          (17 963)        (15 983)         (16 991)

                                 $202 003         197 302          193 064


Realized gains (losses):
    Fixed maturities             $ (2 714)          8 052            4 778
    Equity securities                 126           1 360            3 702
    Mortgage loans                  1 500               -                -
    Real estate                     3 684           2 014            6 025
    Other                             264               -                -

                                 $  2 860          11 426           14 505

Unrealized Gains and Losses
Unrealized gains (losses) on the Company's securities
 follow.
                               1999       1998        1997

Available for sale:
  End of year              $ (86 647)    83 627      59 726
  Effect on deferred
    acquisition costs          4 526     (4 332)     (3 652)
  Deferred income taxes       28 742    (27 753)    (19 626)

                           $ (53 379)    51 542      36 448

  Increase (decrease) in
    net unrealized gains
    during the year:
      Fixed maturities     $ (99 595)    18 701      33 209
      Equity securities       (5 326)    (3 607)        276

                           $(104 921)    15 094      33 485

Held to maturity:
  End of year              $     (36)     8 011       5 834

  Increase (decrease) in
    net unrealized gains
    during the year        $  (8 047)      2 177     (1 775)


Securities

The amortized  cost and fair value of investments in securities at this year end
follow.

                                                 Gross
                               Amortized       Unrealized         Fair
                                  Cost      Gains     Losses      Value
Available for sale:
Bonds:
  U.S.government              $   47 264      170        607      46 827
  Public utility                 270 618    1 938     11 098     261 458
  Corporate                    1 405 241    7 119     78 468   1 333 892
  Mortgage-backed                299 933    5 522      3 480     301 975
  Other                           55 537      217      1 556      54 198
Redeemable
   preferred stocks                  865       12         12         865

Fixed maturities               2 079 458   14 978     95 221   1 999 215
Equity securities                122 371    1 916      8 319     115 968

                              $2 201 829   16 894    103 540   2 115 183


Bonds held to maturity:
Public utility                $   18 101      743         45      18 799
Corporate                         83 429    1 282      2 127      82 584
Other                              6 076      117          6       6 187

                                 107 606    2 142      2 178     107 570

                              $2 309 435   19 036    105 718   2 222 753


The amortized  cost and fair value of investments in securities at last year end
follow.


                                      Gross
                     Amortized     Unrealized         Fair
                        Cost     Gains    Losses      Value
Available for sale:
Bonds:
  U.S. government   $   45 079    1 747      381     46 445
  Public utility       294 016   15 850    1 946    307 920
  Corporate          1 321 368   66 176   13 151  1 374 393
  Mortgage-backed      278 657   10 942      618    288 981
  Other                 70 224    3 216      441     72 999
Redeemable
  preferred stocks       3 631      121      128      3 624

Fixed maturities     2 012 975   98 052   16 665  2 094 362
Equity securities       98 509    6 184    3 944    100 749

                     2 111 484  104 236   20 609  2 195 111

Bonds held to maturity:
Public utility      $   25 325    1 934        7     27 252
Corporate               87 302    6 267      511     93 058
Other                    2 877      328        -      3 205

                       115 504    8 529      518    123 515

                    $2 226 988  112 765   21 127  2 318 626


The Company does not hold any non-income producing fixed maturity securities.

The  distribution of the fixed maturity  securities'  contractual  maturities at
this year end  follows.  However,  expected  maturities  may  differ  from these
contractual maturities since borrowers may have the right to call or
prepay obligations.

                                     Amortized       Fair
                                       Cost          Value
Available for sale:
Due in one year or less              $   54 611      53 865
Due after one year through five years   439 949     426 273
Due after five years through ten years  516 096     497 165
Due after ten years                     768 869     719 937
Mortgage-backed bonds                   299 933     301 975

                                     $2 079 458   1 999 215


Held to maturity:
Due in one year or less              $   13 053      13 143
Due after one year through five years    41 025      42 071
Due after five years through ten years   44 057      42 584
Due after ten years                       9 471       9 772

                                     $  107 606     107 570

Sales  of  investments  in  securities  available  for  sale,  excluding  normal
maturities and calls, follow.

                                 1999      1998      1997

Proceeds                       $428 425   422 241   509 502
Gross realized gains              9 455    12 512    11 597
Gross realized losses            10 371     5 234     2 349

The Company does not hold securities of any corporation and its affiliates which
exceeded 10 percent of stockholders' equity.

No derivative financial instruments are employed.


Mortgage Loans

The Company  holds  non-income  producing  mortgage  loans  equaling  $1,528,000
($1,004,000 - 1998).  Mortgage  loans are carried net of a valuation  reserve of
$7,000,000 ($8,500,000 - 1998).

The mortgage  portfolio is  diversified  geographically  and by property type as
follows.

                              1999                 1998
                       Carrying    Fair    Carrying     Fair
                        Amount    Value      Amount    Value
Geographic region:
  East north central   $ 29 470   28 250     31 068    32 373
  Mountain               69 522   67 325     67 530    71 397
  Pacific               123 581  119 375    106 982   112 461
  West south central     30 708   30 071     33 044    34 813
  West north central     71 030   68 703     69 594    73 157
  Other                  23 393   22 249     15 987    16 718
  Valuation reserve      (7 000)  (7 000)    (8 500)   (8 500)

                       $340 704  328 973    315 705   332 419



                            1999                 1998
                     Carrying   Fair      Carrying    Fair
                      Amount    Value      Amount     Value
Property type:
 Industrial         $229 103   221 036     209 752   220 474
 Retail               19 510    19 515      22 847    24 301
 Office               81 540    78 310      74 633    78 291
 Other                17 551    17 112      16 973    17 853
 Valuation reserve    (7 000)   (7 000)     (8 500)   (8 500)

                    $340 704   328 973     315 705   332 419

The Company has commitments which expire in 2000 to originate  mortgage loans of
$3,440,000.

No  mortgage  loans  were   foreclosed  upon  and  transferred  to  real  estate
investments during the year ($1,181,000 - 1998 and $3,189,000 - 1997).

No mortgage  loans were  acquired in the sale of real estate  assets  during the
year ($2,025,000 - 1998 and $4,299,000 - 1997).

Real Estate

Detail concerning the Company's real estate investments follows.

                                          1999       1998
Penntower office building, at cost:
    Land                               $  1 106      1 106
    Building                             18 582     18 244
    Less accumulated depreciation       (10 881)   (10 340)
Foreclosed real estate, at lower of
    cost or net realizable value          4 655     10 946
Other investment properties, at cost:
    Land                                  6 110      4 493
    Buildings                            36 710     32 848
    Less accumulated depreciation       (14 271)   (13 457)

                                       $ 42 011     43 840

Investment real estate,  other than foreclosed  properties,  is depreciated on a
straight-line basis.  Penntower office building is depreciated over 60 years and
all other properties from 10 to 35 years.  Foreclosed real estate is carried net
of a  valuation  allowance  of  $1,519,000  ($2,877,000  - 1998) to reflect  net
realizable value.

The  Company  held  non-income   producing  real  estate   equaling   $3,483,000
($6,099,000 - 1998).


PENSIONS AND OTHER
POSTRETIREMENT BENEFITS

The  Company  has  pension  and  other  postretirement  benefit  plans  covering
substantially  all its  employees.  The  defined  benefits  pension  plan covers
employees  who were age 55 or over with at least 15 years of vested  service  at
December  31, 1997.  This plan's  benefits are based on years of service and the
employee's compensation during the last five years of employment. Employees have
a cash  balance  account  consisting  of  credits to the  account  based upon an
employee's years of service and compensation and interest credits.  As disclosed
in the tables at right,  the amendment to change the plan to a cash balance plan
in 1998 decreased the projected benefit obligation  $10,038,000.  The closure of
Sunset Life's  office in 1999 and  significant  retirements  at Kansas City Life
resulted in the recognition of settlement and  curtailment  costs of $3,562,000.
The postretirement medical plans for the employees,  full-time agents, and their
dependents are contributory with contributions  adjusted  annually.  The Company
pays these medical costs as due and the plan incorporates cost-sharing features.
The  postretirement  life  insurance plan is  noncontributory  with level annual
payments over the participants'  expected service periods.  The plan covers only
those  employees  with at least one year of service as of December 31, 1997. The
benefits  in this plan are frozen  using the  employees'  years of  service  and
compensation as of December 31, 1997. The tables at the right outline the plans'
funded status and their impact on the Company's financial statements.

Non-contributory  defined  contribution  retirement plans for general agents and
eligible  sales agents  provide  supplemental  payments based upon earned agency
first-year individual life and annuity commissions. Contributions to these plans
were $143,000 ($134,000 - 1998 and $133,000 - 1997). A non-contributory deferred
compensation plan for eligible agents based upon earned  first-year  commissions
is also offered.  Contributions to this plan were $609,000  ($724,000 - 1998 and
$265,000 - 1997).

Savings plans for eligible employees and agents match employee  contributions up
to 6 percent of salary and agent  contributions  up to 2.5 percent of prior year
paid commissions.  Contributions to the plan were $1,468,000  ($1,485,000 - 1998
and  $2,102,000  - 1997).  Effective  in 1998,  the  Company may  contribute  an
additional  profit  sharing  amount up to 4 percent  of  salary  depending  upon
corporate profits. No profit sharing contribution was made in 1998 or 1999.

A non-contributory  trusteed employee stock ownership plan covers  substantially
all salaried employees. The Company has made no contributions to this plan since
1992.

                                     Pension Benefits          Other Benefits
                                     1999        1998        1999         1998

Accumulated benefit obligation     $ 88 405     107 488          -            -

Change in plan assets:
Fair value of plan assets
  at beginning of year             $102 869      95 899      1 614        1 634
Return on plan assets                   934      10 988         82           86
Company contributions                 2 400       3 000          -            -
Benefits paid                       (20 963)     (7 018)      (293)        (106)

  Fair value of plan assets
    at end of year                 $ 85 240     102 869      1 403        1 614

Change in projected benefit obligation:
Benefit obligation
    at beginning of year           $110 547     119 651     18 808       15 485
Service cost                          2 760       2 746        626          615
Interest cost                         7 673       7 650      1 200        1 193
Plan amendments                           -     (10 038)         -            -
Curtailment                             469           -     (1 043)           -
Settlement                            5 375           -          -            -
Net (gain) loss from past experience (3 921)        637     (2 008)       1 991
Benefits paid                       (24 552)    (10 099)      (641)        (476)

  Benefit obligation
     at end of year                $ 98 351     110 547     16 942       18 808

Plan underfunding                  $(13 111)     (7 678)   (15 539)     (17 194)
Unrecognized net loss                26 404      22 488        557        3 653
Unrecognized prior service cost      (7 147)     (9 257)         -            -
Unrecognized net transition asset      (517)       (824)         -            -

  Prepaid (accrued) benefit cost   $  5 629       4 729    (14 982)     (13 541)

Amounts recognized in the
  consolidated balance sheet:
Accrued benefit liability          $ (3 165)     (4 619)   (14 982)     (13 541)
Accumulated other
   comprehensive income               8 794       9 348          -            -

  Net amount recognized             $ 5 629       4 729    (14 982)     (13 541)

Weighted average assumptions:
Discount rate                          7.75 %      7.00       7.75         7.00
Expected return on plan assets         8.75        9.00       5.50         5.50
Rate of compensation increase          4.50        4.50          -            -


The assumed  growth rate of health  care costs has a  significant  effect on the
amounts reported as the table below demonstrates.

                                               One Percentage Point
                                             Change in the Growth Rate
                                             Increase        Decrease

Service and interest cost components          $  367           (301)
Postretirement benefit obligation              2 845         (2 429)


The components of the net periodic benefits cost follow.

                                   Pension Benefits            Other Benefits
                                   1999    1998     1997   1999    1998   1997

Service cost                    $ 2 760    2 746    3 150    626     615    560
Interest cost                     7 673    7 650    7 823  1 200   1 194  1 014
Expected return on plan assets   (9 067)  (8 539)  (7 776)   (88)    (90)   (85)
Amortization of:
 Unrecognized net (gain) loss     1 014    1 152      582     52      76     (5)
 Unrecognized prior service cost   (647)    (769)       2      -       -      -
 Unrecognized net transition asset (206)    (206)    (206)     -       -      -

Net periodic benefits cost      $ 1 527    2 034    3 575  1 790   1 795  1 484


For measurement purposes, a 10 percent annual increase in the per capita cost of
covered  health care benefits was assumed to decrease  gradually to 6 percent in
2004.

SEGMENT INFORMATION

                                      Kansas City Life  Sunset   Old
                                     Individual  Group  Life  American    Total
1999:
Revenues from external customers    $  113 399 53 311  26 750  76 091    269 551
Investment revenues                    152 338  1 083  33 617  14 965    202 003
Segment income (loss)                   30 622   (898)  8 049   5 413     43 186
Other significant noncash items:
  Increase in policy reserves           60 072    681  16 411   8 042     85 206
  Amortization of deferred
    acquisition costs                   12 443      -   7 765  11 053     31 261
  Amortization of the value of
    purchased insurance in force         5 128      -       -   3 567      8 695
Interest expense                         1 148      -       -       -      1 148
Income tax expense                      12 931   (385)  3 898   2 574     19 018

Segment assets                       2 679 521 16 107 528 708 396 948  3 621 284
Expenditures for other
     long-lived assets                   3 742    214       3     298      4 257


1998:
Revenues from external customers    $  112 898 52 537  28 794  80 001    274 230
Investment revenues                    150 328  1 146  31 878  13 950    197 302
Segment income (loss)                   27 918   (985)  8 954   5 198     41 085
Other significant noncash items:
  Increase in policy reserves           57 581    535  16 269  10 042     84 427
  Amortization of deferred
    acquisition costs                   16 861      -   8 323  11 017     36 201
  Amortization of the value of
    purchased insurance in force         4 660      -       -   2 925      7 585
Interest expense                           717      -       -       -        717
Income tax expense                      12 997   (422)  4 314   2 548     19 437

Segment assets                       2 627 568 16 215 538 254 395 377  3 577 414
Expenditures for other
     long-lived assets                   2 658    259      97      69      3 083


1997:
Revenues from external customers    $   90 759 53 698  28 269  81 967    254 693
Investment revenues                    146 610  1 216  32 171  13 067    193 064
Segment income (loss)                   24 704   (493)  8 259   2 963     35 433
Other significant noncash items:
  Increase in policy reserves           55 924    202  16 768  13 910     86 804
  Amortization of deferred
    acquisition costs                   15 138      -   8 026  12 548     35 712
  Amortization of the value of
    purchased insurance in force         2 211      -       -   2 683      4 894
Interest expense                           515      -       -       -        515
Income tax expense                      12 735   (212)  3 904   1 335     17 762

Segment assets                       2 533 546 16 828 517 423 371 655  3 439 452
Expenditures for other
     long-lived assets                   2 326    473      60      13      2 872


Enterprise-Wide Disclosures
                                                    1999        1998      1997
Revenues from external customers by line of business:
  Variable life insurance and annuities           $ 11 153      6 928      2 062
  Interest sensitive products                       97 720    101 680     91 651
  Traditional individual insurance products         97 616    103 171    101 332
  Group life and disability products                49 106     47 780     49 650
  Group ASO services                                 4 205      4 716      4 048
  Other                                              9 751      9 955      5 950
      Total                                       $269 551    274 230    254 693

Company  operations have been classified and summarized into the four reportable
segments at left. The segments,  while generally classified along Company lines,
are based upon distribution  method,  product  portfolio and target market.  The
Parent Company was divided into two segments.  The Kansas City Life - Individual
segment  consists of sales of variable life and  annuities,  interest  sensitive
products and  traditional  life  insurance  products by a career  general agency
sales force. The block of universal life and traditional life insurance acquired
in 1997 is  included  in this  segment.  The  Kansas  City Life - Group  segment
consists  of  sales  of  group  life,   disability   and  dental   products  and
administrative  services only (ASO) by the Company's career general agency sales
force and appointed group agents.  The Sunset Life segment  consists of sales of
interest  sensitive  and  traditional  products  by personal  producing  general
agents.  The Old American  segment markets whole life final expense  products to
seniors through a general agency sales force.

Separate  investment  portfolios  are  maintained  for  each  of the  companies.
However,  investments  are  allocated to the group  segment  based upon its cash
flows.  Its investment  revenue is modeled using the year of investment  method.
Home office  functions are fully  integrated for the three companies in order to
maximize economies of scale. Therefore,  operating expenses are allocated to the
segments  based upon internal cost studies  which are  consistent  with industry
cost methodologies.

The totals at left agree to the selected  financial data which reconciles to the
consolidated  financial statements.  Intersegment revenues are not material. The
Company operates solely in the United States and no individual customer accounts
for 10 percent or more of the Company's revenue.


FEDERAL INCOME TAXES

A  reconciliation  of the  Federal  income  tax  rate  and the  actual  tax rate
experienced is shown below.

                                         1999      1998     1997

Federal income tax rate                   35 %      35       35
Special tax credits                        (5)      (6)      (6)
Other permanent differences                 -        -       (1)

Actual income tax rate                     30 %     29       28


The tax effects of temporary  differences that give rise to significant portions
of the deferred tax assets and liabilities are presented below.

                                          1999        1998
Deferred tax assets:
  Basis differences between tax and
    GAAP accounting for investments     $26 774          -
  Future policy benefits                 49 133     51 205
  Employee retirement benefits           11 990     14 999
  Other                                   9 413      6 308

Gross deferred tax assets                97 310     72 512

Deferred tax liabilities:
  Capitalization of policy acquisition
    costs, net of amortization           44 809     42 487
  Basis differences between tax and
    GAAP accounting for investments           -     35 104
  Property and equipment, net             3 841      1 792
  Value of insurance in force            33 102     36 070
  Other                                     841        798

Gross deferred tax liabilities           82 593    116 251

  Net deferred tax asset (liability)    $14 717    (43 739)

A "valuation  allowance" must be established for any portion of the deferred tax
asset which is believed not to be realizable.  In  management's  opinion,  it is
more  likely  than not that the  Company  will  realize  the  benefit of the net
deferred tax asset and, therefore, no valuation allowance has been established.

Federal income taxes paid for the year were $17,884,000  ($20,164,000 - 1998 and
$14,335,000 - 1997).

Policyholders' surplus, which is frozen under the Deficit Reduction Act of 1984,
is $40,500,000 for Kansas City Life,  $2,800,000 for Sunset Life and $13,700,000
for Old American.  The Companies do not plan to distribute their  policyholders'
surplus.  Consequently,  the possibility of such surplus becoming subject to tax
is remote, and no provision has been made in the financial  statements for taxes
thereon.  Should the balance in policyholders'  surplus become taxable,  the tax
computed at current rates would approximate $20,000,000.

Income taxed on a current basis is  accumulated in  "shareholders'  surplus" and
can be distributed  to  stockholders  without tax to the Company.  Shareholders'
surplus equals  $388,267,000  for Kansas City Life,  $85,411,000 for Sunset Life
and $57,668,000 for Old American.

                             QUARTERLY CONSOLIDATED
                           FINANCIAL DATA (unaudited)

                        First     Second    Third    Fourth
1999:
Total revenues         $118 777  115 690   122 137  117 810


Operating income       $ 12 241    7 256    12 225   11 464
Realized gains, net         201      239     1 197      222

Net income             $ 12 442    7 495    13 422   11 686
Per common share:
  Operating income     $    .99      .58       .99      .95
  Realized gains, net       .01      .03       .10      .01


   Net income          $   1.00      .61      1.09      .96

1998:
Total revenues         $117 615  124 799   125 667  114 877


Operating income       $  8 098   11 492    12 930    8 565
Realized gains net        1 643    1 582     2 679    1 523

Net income             $  9 741   13 074    15 609   10 088
Per common share:
  Operating income     $    .66      .93      1.04      .68
  Realized gains net        .13      .13       .22      .13


   Net income          $    .79     1.06      1.26      .81


CONTINGENT LIABILITIES

The Company and certain of its subsidiaries are defendants in lawsuits involving
claims and disputes with  policyholders.  It has become  increasingly common for
plaintiffs in these cases to seek class action status and punitive damages. Some
of  these  lawsuits  arise  in   jurisdictions   that  permit  punitive  damages
disproportionate  to the actual damages  alleged.  Although no assurances can be
given and no  determinations  can be made at this time as to the  outcome of any
particular lawsuit or proceeding,  the Company and its subsidiaries believe that
there  are  meritorious  defenses  for  these  claims  and  are  defending  them
vigorously.  In management's  opinion the amounts ultimately paid, if any, would
have no material effect on the Company's  consolidated results of operations and
financial position.



                                    REPORT OF
                              INDEPENDENT AUDITORS

                   To the Board of Directors and Stockholders
                      of Kansas City Life Insurance Company

We have audited the accompanying consolidated balance sheets of Kansas City Life
Insurance  Company and  subsidiaries  (the  Company) as of December 31, 1999 and
1998, and the related consolidated  statements of income,  stockholders' equity,
and cash flows for each of the three  years in the  period  ended  December  31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Kansas City Life
Insurance  Company  and  subsidiaries  at December  31,  1999 and 1998,  and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.



/s/ Ernst & Young LLP
Kansas City, Missouri January 24, 2000


                             STOCKHOLDER INFORMATION


CORPORATE HEADQUARTERS
     Kansas City Life Insurance Company
     3520 Broadway
     Post Office Box 219139
     Kansas City, Missouri 64121-9139
     Telephone:  (816) 753-7000
     Fax: (816) 753-4902
     Internet: http://www.kclife.com
     E-Mail: [email protected]


NOTICE OF ANNUAL MEETING
     The annual meeting of stockholders will be held at
     9 a.m. Thursday, April 20, 2000,
     at Kansas City Life's corporate headquarters.


TRANSFER AGENT
     Cheryl Keefer, Assistant Secretary
     Kansas City Life Insurance Company
     Post Office Box 219139
     Kansas City, Missouri 64121-9139


10-K  REQUEST

Stockholders  may request a free copy of Kansas City Life's Form 10-K,  as filed
with the Securities  and Exchange  Commission,  by writing to Secretary,  Kansas
City Life Insurance Company.


SECURITY HOLDERS

As of February 2, 2000, Kansas City Life had approximately 725 security holders,
including individual participants in security position listings.


                         STOCK AND DIVIDEND INFORMATION
                             Stock Quotation Symbol
                              Over-the-Counter--KCLI


                                    Bid             Dividend
                              High       Low          Paid
                                         (per share)
     1999:
     First Quarter           $43.82     39.25       $ .240
     Second Quarter           42.75     43.00         .240
     Third Quarter            52.25     34.50         .240
     Fourth Quarter           40.00     32.75         .240
                                                    $ .960

     1998:
     First Quarter           $48.75     41.00        $.225
     Second Quarter           47.44     41.63         .225
     Third Quarter            47.75     34.50         .225
     Fourth Quarter           42.75     39.00         .225
                                                     $.900

The above has been restated to reflect a two-for-one stock split in June 1999.

A quarterly dividend of $.25 per share was paid February 22, 2000.

Over-the-counter market quotations are compiled according to Company records and
may reflect inter-dealer prices, without markup,  markdown or commission and may
not necessarily represent actual transactions.

<TABLE>
<CAPTION>

Kansas City Life Variable Life Separate Account
Statement of Net Assets
December 31, 1999



Assets                                                                                          Market
Investments:                                                                                    Value        Cost
                                                                                                (in thousands)
<S>                                                                                                <C>         <C>
        Federated Securities - Federated Insurance Series:
                American Leaders Fund II - 204,066 shares at a net asset value (NAV) of $           4,224       4,143
                High Income Bond Fund II - 118,024 shares at a NAV of $10.24 per share              1,209       1,255
                Prime Money Fund II - 4,186,398  shares at a NAV of $1.00 per share                 4,186       4,186

        Massachusetts Financial Services (MFS):
                Research Series - 212,067 shares at a NAV of $23.18 per share                       4,916       3,692
                Emerging Growth Series - 261,115 shares at a NAV of $37.36 per share                9,755       5,272
                Total Return Series - 99,778 shares at a NAV of $17.71 per share                    1,767       1,709
                Bond Series - 57,267 shares at a NAV of $10.96 per share                              628         641
                World Governments Series - 5,180 shares at a NAV of $10.04 per share                   52          53
                Utilities Series - 139,923 shares at a NAV of $24.00 per share                      3,358       2,665

        American Century - (ACI) Variable Portfolios:
                VP Capital Appreciation - 58,107 shares at a NAV of $14.50 per share                  842         584
                VP International - 240,798 shares at a NAV of $12.46 per share                      3,000       1,838
                VP Value - 37,023 shares at a NAV of $5.91 per share                                  219         240
                VP Income and Growth - 51,454 shares at a NAV of $7.96 per share                      410         391

        Dreyfus Corporation:
                Capital Appreciation Portfolio - 109,567 shares at a NAV of $39.82 per share        4,363       3,862
                Small Cap Portfolio - 66,235 shares at a NAV of $65.03 per share                    4,307       3,689
                Stock Index Fund - 364,576 shares at a NAV of $38.33 per share                     13,974      11,697
                Socially Responsible Fund - 12,641 shares at a NAV of $38.92 per share                492         452

        JP Morgan:
                Equity Portfolio - 14,036 shares at a NAV of $17.31 per share                         243         242
                Small Company Portfolio - 14,850 shares at a NAV of $16.54 per share                  246         219

        Templeton:
                International Fund - 11,965 shares at a NAV of $22.03 per share                       264         244

        Calamos:
                Convertible Portfolio - 22,174 shares at a NAV of $12.00 per share                    266         256

                                                                                        $          58,721      47,330

See accompanying Notes to Financial Statements
</TABLE>

<TABLE>
<CAPTION>

Kansas City Life Variable Life Separate Account
Statement of Net Assets
(Continued)

                                                                        VUL                        SVUL
                                                                Number          Unit            Number    Unit               Market
Net Assets                                                      of Units        Value           of Units  Value               Value

                                                                                                                      (in thousands)
<S>                                                               <C>               <C>          <C>        <C>            <C>
        Federated Securities - Federated Insurance Series:
                American Leaders Fund II                          193,083           18.98        42,468     13.19          $  4,224
                High Income Bond Fund II                           79,951           13.00        15,645     10.83             1,209
                Prime Money Fund II                               285,017           11.61        79,659     11.01             4,186

        Massachusetts Financial Services:
                Research Series                                   193,835           21.59        47,943     15.26             4,916
                Emerging Growth Series                            262,353           32.18        55,701     23.59             9,755
                Total Return Series                                95,956           15.47        23,348     12.10             1,767
                Bond Series                                        40,928           11.46        14,511     10.92               628
                World Governments Series                            4,950           10.51             -      9.94                52
                Utilities Series                                  124,801           22.97        28,271     17.40             3,358

        American Century -  Variable Portfolios:
                VP Capital Appreciation                            53,720           14.52         4,434     14.08               842
                VP International                                  108,376           25.44        12,631     19.25             3,000
                VP Value                                           34,960            5.88         2,270      5.89               219
                VP Income and Growth                               36,521            7.91        15,231      7.93               410

        Dreyfus Corporation:
                Capital Appreciation Portfolio                    231,371           15.66        49,608     14.89             4,363
                Small Cap Portfolio                               285,273           13.21        46,487     11.60             4,307
                Stock Index Fund                                  643,937           17.50       167,059     16.21            13,974
                Socially Responsible Fund                          11,959           40.05           326     40.12               492

        JP Morgan:
                Equity Portfolio                                    6,905           18.45         6,253     18.48               243
                Small Company Portfolio                            14,602           16.82             -     16.85               246

        Templeton Fund:
                International  Fund                                11,785           21.91           248     21.94               264

        Calamos Portfolio:
                Convertible  Porfolio                              21,499           12.07           546     12.09               266

        Total Net Assets                                                                                                  $  58,721



See accompanying Notes to Financial Statements
</TABLE>

<TABLE>
<CAPTION>

Kansas City Life Variable Life Separate Account
Statement of Operations
Year ended December 31, 1999  (except as noted)
(in thousands)

                         Federated Insurance Series      MFS Variable Insurance Trust                        ACI Portfolios
                                   High
                         American Income  Prime            Emerging  Total          World             VP                       VP *
                         Leaders   Bond   Money    Research Growth   Return  Bond   Gov'ts Utilities  Capital  VP    VP *   Income
                         Fund II  Fund II Fund II  Series   Series   Series  Series Series  Series    Apprec  Int'l  Value  & Growth
Variable Universal Life:
Investment Income:
Income:
<S>                     <C>        <C>       <C>      <C>      <C>      <C>    <C>     <C>     <C>     <C>    <C>     <C>      <C>
Dividend Distributions  $  27      69        75       6         -       24     9       2       22        -      -       -       -
Capital Gains
   Distributions          270       6         -      33         -       44     1       -      110        -      -       -       -
Total Income              297      75        75      39         -       68    10       2      132        -      -       -       -
Expenses:
Mortality and Expense
    Fees                   28       8        15      30        43       12     4      -        19        4     15       1       -
Contract Expense Charges  427     124       715     432       589      221    72      8       293       59    195       9       9
Total Expenses            455     132       730     462       632      233    76      8       312       63    210      10       9
Investment Income        (158)    (57)     (655)   (423)     (632)    (165)  (66)    (6)     (180)     (63)  (210)    (10)     (9)
Realized and Unrealized
  Gain on Investments:
Realized Gain (Loss)       20      (3)        -     108       183       11    (1)     -        19        7     30       -       -
Unrealized Appreciation
   (Depreciation)        (137)    (49)        -     620     3,205      (43)  (13)    (3)      470      255  1,002     (19)     14
Net Gain (Loss) on
    Investments          (117)    (52)        -     728     3,388      (32)  (14)    (3)      489      262  1,032     (19)     14
Change in Net Assets from
    Operations        $  (275)   (109)     (655)    305     2,756     (197)  (80)    (9)      309      199    822     (29)      5

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>

<TABLE>
<CAPTION>


                                     Dreyfus Corporation            JP Morgan          Templeton     Calamos
                         Capital   Small                                   Small
                         Apprec.   Cap.      Stock    Socially*  Equity*   Company*    Int'l*       Convertible*
                         Portfolio Portfolio Index   Responsible Portfolio Portfolio   Fund         Portfolio           Total
Variable Universal Life:
Investment Income:
Income:
<S>                        <C>       <C>    <C>           <C>      <C>        <C>       <C>             <C>              <C>
Dividend Distributions  $    20         2       95         -         1         -          -               3                 355
Capital Gains
   Distributions             13         -       83        16        18         4          -               -                 598
Total Income                 33         2      178        16        19         4          -               3                 953
Expenses:
Mortality and Expense
    Fees                     24        27       75         1         1         -          -               -                 307
Contract Expense Charges    355       415    1,328        10         6         3          5               3               5,278
Total Expenses              379       442    1,403        11         7         3          5               3               5,585
Investment Income          (346)     (440)  (1,225)        5        12         1         (5)              -              (4,632)
Realized and Unrealized
  Gain on Investments:
Realized Gain (Loss)         41         8      177         2         -         -          -               -                 602
Unrealized Appreciation
   (Depreciation)           218       604    1,223        40         1        27         20              10               7,445
Net Gain (Loss) on
    Investments             259       612    1,400        42         1        27         20              10               8,047
Change in Net Assets from
    Operations        $     (87)      172      175        47        13        28         15              10               3,415

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>


<TABLE>
<CAPTION>

Kansas City Life Variable Life Separate Account
Statement of Changes in Net Assets
Year ended December 31, 1999  (except as noted)
(in thousands)

                         Federated Insurance Series      MFS Variable Insurance Trust                        ACI Portfolios
                                   High
                         American Income  Prime            Emerging  Total          World             VP                       VP *
                         Leaders   Bond   Money    Research Growth   Return  Bond   Gov'ts Utilities  Capital  VP    VP *   Income
                         Fund II  Fund II Fund II  Series   Series   Series  Series Series  Series    Apprec  Int'l  Value  & Growth


Variable Universal Life:
Change in Net Assets from Operations:
<S>                     <C>        <C>     <C>      <C>      <C>      <C>    <C>     <C>     <C>     <C>    <C>     <C>      <C>
Investment Income (Loss)$  (158)    (57)   (655)     (423)   (632)     (165)   (66)    (6)   (180)      (63)  (210)    (10)    (9)
Realized Gain (Loss)         20      (3)      -       108     183        11     (1)     -      19         7     30       -      -
Unrealized Appreciation
  (Depreciation)           (137)    (49)      -       620   3,205       (43)   (13)    (3)    470       255  1,002     (19)    14
Change in Net Assets
  from operations          (275)   (109)   (655)      305   2,756      (197)   (80)    (9)    309       199    822     (29)     5

Deposits                  1,156     373  10,447     1,220   1,667       487    159     21     782       155    622      52     55

Payments and Withdrawals:
Death Benefits                -       -       -         -       2         3      -      -       1         -      2       -      -
Withdrawals                 115     100     280       216     331       106     22      -      55        33     42       -      -
Transfers (in) out         (594)    (18)  7,796       (10) (1,068)     (169)   (89)    (5)   (341)      (94)  (166)   (182)  (229)
Payments and Withdrawals   (479)     82   8,076       206    (735)      (60)   (67)    (5)   (285)      (61)  (122)   (182)  (229)

Net Assets:
Net Increase              1,360     182   1,716     1,319   5,158       350    146     17   1,376       415  1,566      205   289
Beginning of Year         2,304     857   1,594     2,864   3,281     1,135    324     35   1,490       365  1,191        -     -
End of Year     $         3,664   1,039   3,310     4,183   8,439     1,485    470     52   2,866       780  2,757      205   289

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>

<TABLE>
<CAPTION>

                                     Dreyfus Corporation            JP Morgan          Templeton     Calamos
                         Capital   Small                                   Small
                         Apprec.   Cap.      Stock    Socially*  Equity*   Company*    Int'l*       Convertible*
                         Portfolio Portfolio Index   Responsible Portfolio Portfolio   Fund         Portfolio           Total

Variable Universal Life:
Change in Net Assets from Operations:
<S>                      <C>          <C>    <C>         <C>        <C>      <C>       <C>             <C>               <C>
Investment Income (Loss)$  (346)     (440)   (1,225)        5        12         1        (5)              -              (4,632)
Realized Gain (Loss)         41         8       177         2         -         -         -               -                 602
Unrealized Appreciation
  (Depreciation)            218       604     1,223        40         1        27        20              10               7,445
Change in Net Assets
  from operations           (87)      172       175        47        13        28        15              10               3,415

Deposits                  1,099     1,380     4,276        48        31        21        28               8              24,087

Payments and Withdrawals:
Death Benefits                -         -         2         -         -         -         -               -                  10
Withdrawals                 104        88       206         2         -         -         -               -               1,700
Transfers (in) out       (1,029)       63    (2,353)     (386)      (83)     (197)     (216)           (242)                388
Payments and Withdrawals   (925)      151    (2,145)     (384)      (83)     (197)     (216)           (242)              2,098

Net Assets:
Net Increase              1,937     1,401     6,596       479       127       246       259             260              25,404
Beginning of Year         1,687     2,367     4,671         -         -         -         -               -              24,165
End of Year     $         3,624     3,768    11,267       479       127       246       259             260              49,569

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>


Kansas City Life Variable Life Separate Account
Statement of Operations
Year ended December 31, 1999  (except as noted)
(in thousands)

                         Federated Insurance Series      MFS Variable Insurance Trust                        ACI Portfolios
                                   High
                         American Income  Prime            Emerging  Total          World             VP                       VP *
                         Leaders   Bond   Money    Research Growth   Return  Bond   Gov'ts Utilities  Capital  VP    VP *   Income
                         Fund II  Fund II Fund II  Series   Series   Series  Series Series  Series    Apprec  Int'l  Value  & Growth

Survivorship Variable Universal Life:
Investment Income:
Income:
<S>                         <C>     <C>   <C>         <C>    <C>       <C>     <C>     <C>    <C>        <C>   <C>     <C>    <C>
Dividend Distributions$       3       6       30        2       -        3       3      -       2          1     -      -       -
Capital Gains
  Distributions              25       -        -        4       -        7       -      -      13          -     -      -       -
Total Income                 28       6       30        6       -       10       3      -      15          1     -      -       -
Expenses:
Mortality and Expense
  Fees                        2       1        4        3       4        2       1      -       2          -     1      -       -
Contract Expense Charges     74      15    1,234       86     122       36      38      -      51         11    34      3      11
Total Expenses               76      16    1,238       89     126       38      39      -      53         11    35      3      11
Investment Loss             (48)    (10)  (1,208)     (83)   (126)     (28)    (36)     -     (38)       (10)  (35)    (3)    (11)
Realized and Unrealized
  Gain on Investments:
Realized Gain (Loss)         (1)      -        -        4      11        1       1      -       4          -     1      1       -
Unrealized Appreciation
  (Depreciation)            (12)     (3)       -      109     457       (5)     (5)     -      68         22    86     (2)      5
Net Gain (Loss) on]
  Investments               (13)     (3)       -      113     468       (4)     (4)     -      72         22    87     (1)      5

Change in Net Assets
  from Operations     $     (61)    (13)  (1,208)      30     342      (32)    (40)     -      34         12    52     (4)     (6)

Total Survivorship & Variable
  Universal Life - Change in
Net Assets from
  Operations$              (336)   (122)  (1,863)     335   3,098     (229)   (120)    (9)    343        211   874    (33)     (1)

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>


                                     Dreyfus Corporation            JP Morgan          Templeton     Calamos
                         Capital   Small                                   Small
                         Apprec.   Cap.      Stock    Socially*  Equity*   Company*    Int'l*       Convertible*
                         Portfolio Portfolio Index   Responsible Portfolio Portfolio   Fund         Portfolio           Total
Survivorship Variable Universal Life:
Investment Income:
Income:
<S>                  <C>              <C>      <C>        <C>      <C>        <C>        <C>              <C>             <C>
Dividend Distributions  $     4         -       23         -         -         -          -               -                 77
Capital Gains
   Distributions              2         -       19         -         2         -          -               -                 72
Total Income                  6         -       42         -         2         -          -               -                149
Expenses:
Mortality and Expense
    Fees                      3         2       12         -         -         -          -               -                 37
Contract Expense Charges     89        68      369         -        15         -          -               2               2,258
Total Expenses               92        70      381         -        15         -          -               2               2,295
Investment Income           (86)      (70)    (339)        -       (13)        -          -              (2)             (2,146)
Realized and Unrealized
  Gain on Investments:
Realized Gain (Loss)          5         4        9         -         -         -          -               -                  40
Unrealized Appreciation
   (Depreciation)            44        84      326         -         -         -          -               -               1,174
Net Gain (Loss) on
    Investments              49        88      335         -         -         -          -               -               1,214
Change in Net Assets from
    Operations        $     (37)       18       (4)        -       (13)        -          -              (2)               (932)

Total Survivorship & Variable
  Universal Life - Change in
Net Assets from
  Operations         $     (124)      190      171        47         -        28         15               8               2,483

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements

</TABLE>
<TABLE>
<CAPTION>



Kansas City Life Variable Life Separate Account
Statement of Changes in Net Assets
Year ended December 31, 1999  (except as noted)
(in thousands)

                         Federated Insurance Series      MFS Variable Insurance Trust                        ACI Portfolios
                                   High
                         American Income  Prime            Emerging  Total          World             VP                       VP *
                         Leaders   Bond   Money    Research Growth   Return  Bond   Gov'ts Utilities  Capital  VP    VP *   Income
                         Fund II  Fund II Fund II  Series   Series   Series  Series Series  Series    Apprec  Int'l  Value  & Growth

Survivorship Variable Universal Life:
Change in Net Assets from Operations:
<S>                    <C>       <C>     <C>       <C>      <C>     <C>       <C>      <C> <C>          <C>  <C>     <C>       <C>
Investment Loss         $  (48)    (10) (1,208)       (83)   (126)     (28)   (36)      -    (38)       (10)   (35)   (3)      (11)
Realized Gain (Loss)        (1)      -       -          4      11        1      1       -      4          -      1     1         -
Unrealized Appreciation
  (Depreciation)           (12)     (3)      -        109     457       (5)    (5)      -     68         22     86    (2)        5
Change in Net Assets
  from Operations          (61)    (13) (1,208)        30     342      (32)   (40)      -     34         12     52    (4)       (6)

Deposits                   205      38   3,940        237     349       90    109       -    132         25     95     8        36

Payments and Withdrawals:
Death Benefits               -       -       -          -       -        -      -       -      -          -      -     -         -
Withdrawals                  -       -       -          1       -       11      -       -     12          -      -     -         -
Transfers (in) out        (213)    (86)  2,325       (135)   (268)     (52)   (37)      -   (213)         -    (24)  (10)      (91)
Payments and Withdrawals  (213)    (86)  2,325       (134)   (268)     (41)   (37)      -   (201)         -    (24)  (10)      (91)

Net Assets:
Net Increase               357     111     407        401     959       99    106       -    367         37    171    14       121
Beginning of Year          203      59     469        332     357      183     52       -    125         25     72     -         -
End of Year                560     170     876        733   1,316      282    158       -    492         62    243    14       121

Total Survivorship & Variable
  Universal Life -
  End of Year          $ 4,224   1,209   4,186     4,916    9,755   1,767     628      52  3,358        842  3,000   219       410

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>


                                     Dreyfus Corporation            JP Morgan          Templeton     Calamos
                         Capital   Small                                   Small
                         Apprec.   Cap.      Stock    Socially*  Equity*   Company*    Int'l*       Convertible*
                         Portfolio Portfolio Index   Responsible Portfolio Portfolio   Fund         Portfolio           Total

Survivorship Variable Universal Life:
Change in Net Assets from Operations:
<S>                    <C>          <C>      <C>          <C>       <C>       <C>       <C>             <C>              <C>
Investment Income (Loss)$   (86)      (70)     (339)        -       (13)        -         -              (2)             (2,146)
Realized Gain (Loss)          5         4         9         -         -         -         -               -                  40
Unrealized Appreciation
  (Depreciation)             44        84       326         -         -         -         -               -               1,174
Change in Net Assets
  from operations           (37)       18        (4)        -       (13)        -         -              (2)               (932)

Deposits                    251       182       972         1        50         -         1               8               6,729

Payments and Withdrawals:
Death Benefits                -         -         -         -         -         -         -               -                   -
Withdrawals                   1         1         -         -         -         -         -               -                  26
Transfers (in) out         (231)      (50)     (666)      (12)      (79)        -        (4)              -                 154
Payments and Withdrawals   (230)      (49)     (666)      (12)      (79)        -        (4)              -                 180

Net Assets:
Net Increase                444       249     1,634        13       116         -         5               6               5,617
Beginning of Year           295       290     1,073         -         -         -         -               -               3,535
End of Year     $           739       539     2,707        13       116         -         5               6               9,152

Total Survivorship & Variable
  Universal Life -
  End of Year          $  4,363     4,307    13,974       492       243       246       264             266              58,721


* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>


Kansas City Life Variable Life Separate Account
Statement of Operations
Year ended December 31, 1998
(in thousands)

                         Federated Insurance Series      MFS Variable Insurance Trust                        ACI Portfolios
                                   High
                         American Income  Prime            Emerging  Total          World             VP                       VP *
                         Leaders   Bond   Money    Research Growth   Return  Bond   Gov'ts Utilities  Capital  VP    VP *   Income
                         Fund II  Fund II Fund II  Series   Series   Series  Series Series  Series    Apprec  Int'l  Value  & Growth
Variable Universal Life:
Investment Income:
Income:
<S>                       <C>     <C>    <C>        <C>     <C>      <C>      <C>      <C>    <C>       <C>   <C>       <C>     <C>
Dividend Distributions$      4      13       65        3      13        9       4       1        8        -      3       -       -
Capital Gains
  Distributions             59       4        -       42       4       11       2       -       36       12     32       -       -
Total Income                63      17       65       45      17       20       6       1       44       12     35       -       -
Expenses:
Mortality and Expense
  Fees                      13       7       12       19      20        7       2       -        8        3      7       -       -
Contract Expense Charges   318     140    1,460      402     448      175      55      10      170       62    172       -       -
Total Expenses             331     147    1,472      421     468      182      57      10      178       65    179       -       -
Investment Income(Loss)   (268)   (130)  (1,407)    (376)   (451)    (162)    (51)     (9)    (134)     (53)  (144)      -       -
Realized and Unrealized
  Gain on Investments:
Realized Gain (Loss)         -      (3)       -       14      20        9       4       1        2       (6)     -       -       -
Unrealized Appreciation
  (Depreciation)           156      (7)       -      368     641       64      (1)      2      106       (9)    56       -       -
Net Gain (Loss) on
  Investments              156     (10)       -      382     661       73       3       3      108      (15)    56       -       -
Change in Net Assets
  from Operations     $   (112)   (140)   (1,407)      6     210      (89)    (48)     (6)     (26)     (68)   (88)      -       -

 See accompanying Notes to Financial Statements
* For the period May 3, 1999 (inception date) through December 31, 1999.

</TABLE>
<TABLE>
<CAPTION>


                                     Dreyfus Corporation            JP Morgan          Templeton     Calamos
                         Capital   Small                                   Small
                         Apprec.   Cap.      Stock    Socially*  Equity*   Company*    Int'l*       Convertible*
                         Portfolio Portfolio Index   Responsible Portfolio Portfolio   Fund         Portfolio           Total
Variable Universal Life:
Investment Income:
Income:
<S>                        <C>      <C>       <C>         <C>        <C>      <C>        <C>              <C>            <C>
Dividend Distributions  $     9        -        41         -          -        -          -               -                173
Capital Gains
   Distributions              -       40         8         -          -        -          -               -                250
Total Income                  9       40        49         -          -        -          -               -                423
Expenses:
Mortality and Expense
    Fees                      7       14        24         -          -        -          -               -                143
Contract Expense Charges    186      351       743         -          -        -          -               -               4,692
Total Expenses              193      365       767         -          -        -          -               -               4,835
Investment Income(Loss)    (184)    (325)     (718)        -          -        -          -               -              (4,412)
Realized and Unrealized
  Gain on Investments:
Realized Gain (Loss)          5      (44)       38         -          -        -          -               -                 40
Unrealized Appreciation
   (Depreciation)           203      (55)      572         -          -        -          -               -              2,096
Net Gain (Loss) on
    Investments             208      (99)      610         -          -        -          -               -              2,136
Change in Net Assets from
    Operations        $      24     (424)     (108)        -          -        -          -               -             (2,276)

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>


Kansas City Life Variable Life Separate Account
Statement of Changes in Net Assets
Year ended December 31, 1998
(in thousands)

                         Federated Insurance Series      MFS Variable Insurance Trust                        ACI Portfolios
                                   High
                         American Income  Prime            Emerging  Total          World             VP                       VP *
                         Leaders   Bond   Money    Research Growth   Return  Bond   Gov'ts Utilities  Capital  VP    VP *   Income
                         Fund II  Fund II Fund II  Series   Series   Series  Series Series  Series    Apprec  Int'l  Value  & Growth
Variable Universal Life:
Change in Net Assets from Operations:
<S>                         <C>     <C>   <C>       <C>     <C>        <C>      <C>     <C>    <C>      <C>     <C>
Investment Loss            (268)   (130)  (1,407)    (376)   (451)    (162)    (51)     (9)   (134)     (53)   (144)     -        -
Realized Gain (Loss)          -      (3)       -       14      20        9       4       1       2       (6)      -      -        -
Unrealized Appreciation
  (Depreciation             156      (7)       -      368     641       64      (1)      2     106       (9)     56      -        -
Change in Net Assets
  from Operations          (112)   (140)  (1,407)       6     210      (89)    (48)     (6)    (26)     (68)    (88)     -        -

Deposits                    934     356   11,147    1,124   1,226      430      82      18     475      192     487      -        -

Payments and Withdrawals:
Death Benefits                -       -        -        -       -        -       -       -       -        -       -      -        -
Withdrawals                  58      36       22       70     135       37      21      16      18       22      55      -        -
Transfers (in) out         (921)   (317)   9,523     (686)   (759)    (375)   (190)     (5)   (757)     (48)   (494)     -        -
Payments and Withdrawals   (863)   (281)   9,545     (616)   (624)    (338)   (169)     11    (739)     (26)   (439)     -        -

Net Assets:
Net Increase              1,685     497      195    1,746   2,060      679     203       1   1,188      150     838      -        -
Beginning of Year           619     360    1,399    1,118   1,221      456     121      34     302      215     353      -        -
End of Year       $       2,304     857    1,594    2,864   3,281    1,135     324      35   1,490      365   1,191      -        -

* For the period May 3, 1999 (inception date) through December 31, 1999.
 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>

                                     Dreyfus Corporation            JP Morgan          Templeton     Calamos
                         Capital   Small                                   Small
                         Apprec.   Cap.      Stock    Socially*  Equity*   Company*    Int'l*       Convertible*
                         Portfolio Portfolio Index   Responsible Portfolio Portfolio   Fund         Portfolio           Total

Variable Universal Life:
Change in Net Assets from Operations:
<S>                        <C>     <C>       <C>            <C>       <C>       <C>       <C>             <C>            <C>
Investment Income (Loss)$  (184)     (325)     (718)        -         -         -         -               -              (4,412)
Realized Gain (Loss)          5       (44)       38         -         -         -         -               -                  40
Unrealized Appreciation
  (Depreciation)            203       (55)      572         -         -         -         -               -               2,096
Change in Net Assets
  from operations            24      (424)     (108)        -         -         -         -               -              (2,276)

Deposits                    505     1,162     1,760         -         -         -         -               -              19,898

Payments and Withdrawals:
Death Benefits                -         -         -         -         -         -         -               -                   -
Withdrawals                  43        82        94         -         -         -         -               -                 709
Transfers (in) out         (967)   (1,301)   (2,478)        -         -         -         -               -                 225
Payments and Withdrawals   (924)   (1,219)   (2,384)        -         -         -         -               -                 934

Net Assets:
Net Increase              1,453     1,957     4,036         -         -         -         -               -              16,688
Beginning of Year           234       410       635         -         -         -         -               -               7,477
End of Year     $         1,687     2,367     4,671         -         -         -         -               -              24,165

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>


Kansas City Life Variable Life Separate Account
Statement of Operations
Year ended December 31, 1998
(in thousands)

                         Federated Insurance Series      MFS Variable Insurance Trust                        ACI Portfolios
                                   High
                         American Income  Prime            Emerging  Total          World             VP                       VP *
                         Leaders   Bond   Money    Research Growth   Return  Bond   Gov'ts Utilities  Capital  VP    VP *   Income
                         Fund II  Fund II Fund II  Series   Series   Series  Series Series  Series    Apprec  Int'l  Value  & Growth

Survivorship Variable Universal Life:
Investment Income:
Income:
<S>                  <C>            <C>   <C>         <C>     <C>      <C>     <C>     <C>    <C>     <C>     <C>       <C>     <C>
Dividend Distributions$      -        -       13       -        1        -       1      -       -        -       -       -       -
Capital Gains
  Distributions              -        -        -       1        -        1       1      -       2        1       2       -       -
Total Income                 -        -       13       1        1        1       2      -       2        1       2       -       -
Expenses:
Mortality and Expense
  Fees                       -        -        2       1        1        1       -      -       -        -       -       -       -
Contract Expense
  Charges                    8        5      204      14       11       11       2      -       7        1       3       -       -
Total Expenses               8        5      206      15       12       12       2      -       7        1       3       -       -
Investment Loss             (8)      (5)    (193)    (14)     (11)     (11)      -      -      (5)       -      (1)      -       -
Realized and Unrealized
  Gain on Investments:
Realized Gain (Loss)         -        -        -       1        -        1       -      -       -        -       -       -       -
Unrealized Appreciation     14        -        -      34       57        8       1      -      10        -       2       -       -
Net Gain  on
  Investments               14        -        -      35       57        9       1      -      10        -       2       -       -
Change in Net Assets
  from Operations    $       6       (5)    (193)     21       46       (2)      1      -       5        -       1       -       -

Total Survivorship &
  Variable Universal Life
  - Change in Net Assets
  from Operations    $     (106)    (145) (1,600)     27      256      (91)    (47)    (6)    (21)    (68)    (87)       -       -

* For the period May 3, 1999 (inception date) through December 31, 1999.
 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>


                                     Dreyfus Corporation            JP Morgan          Templeton     Calamos
                         Capital   Small                                   Small
                         Apprec.   Cap.      Stock    Socially*  Equity*   Company*    Int'l*       Convertible*
                         Portfolio Portfolio Index   Responsible Portfolio Portfolio   Fund         Portfolio           Total
Survivorship Variable Universal Life:
Investment Income:
Income:
<S>                  <C>            <C>       <C>         <C>        <C>      <C>        <C>             <C>             <C>
Dividend Distributions  $     2        -         8         -          -        -          -               -                 25
Capital Gains
   Distributions              -        4         2         -          -        -          -               -                 14
Total Income                  2        4        10         -          -        -          -               -                 39
Expenses:
Mortality and Expense
    Fees                      1        1         3         -          -        -          -               -                 10
Contract Expense Charges     11       16        72         -          -        -          -               -                365
Total Expenses               12       17        75         -          -        -          -               -                375
Investment (Loss)           (10)     (13)      (65)        -          -        -          -               -               (336)
Realized and Unrealized
  Gain on Investments:
Realized Gain (Loss)          -       (1)        3         -          -        -          -               -                  4
Unrealized Appreciation
   (Depreciation)            34       11       149         -          -        -          -               -                320
Net Gain (Loss) on
    Investments              34       10       152         -          -        -          -               -                324
Change in Net Assets from
    Operations        $      24       (3)       87         -          -        -          -               -                (12)

Total Survivorship &
  Variable Universal Life
  - Change in Net Assets
  from Operations    $       48     (427)     (21)         -          -        -          -               -              (2,288)

* For the period May 3, 1999 (inception date) through December 31, 1999.
 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>



Kansas City Life Variable Life Separate Account
Statement of Changes in Net Assets
Year ended December 31, 1998
(in thousands)

                         Federated Insurance Series      MFS Variable Insurance Trust                        ACI Portfolios
                                   High
                         American Income  Prime            Emerging  Total          World             VP                       VP *
                         Leaders   Bond   Money    Research Growth   Return  Bond   Gov'ts Utilities  Capital  VP    VP *   Income
                         Fund II  Fund II Fund II  Series   Series   Series  Series Series  Series    Apprec  Int'l  Value  & Growth

Survivorship Variable Universal Life:
Change in Net Assets
  from Operations:
<S>                     <C>         <C>   <C>       <C>      <C>      <C>      <C>     <C> <C>         <C>   <C>        <C>     <C>
Investment Income (Loss)     (8)     (5)   (193)      (14)     (11)     (11)     -      -     (5)        -      (1)      -       -
Realized Gain (Loss)          -       -       -         1        -        1      -      -      -         -       -       -       -
Unrealized Appreciation      14       -       -        34       57        8      1      -     10         -       2       -       -
Change in Net Assets
  from Operations             6      (5)   (193)       21       46       (2)     1      -      5         -       1       -       -

Deposits                     56      43   2,063        94       69       89      3      -     42         3      11       -       -

Payments and Withdrawals:
Death Benefits                -       -       -         -        -        -      -      -      -         -       -       -       -
Withdrawals                   2       -       -         1        -        2      -      -      2         -       1       -       -
Transfers (in) out         (142)    (21)  1,764      (215)    (240)     (97)   (48)     -    (79)      (22)    (60)      -       -
Payments and Withdrawals   (140)    (21)  1,764      (214)    (240)     (95)   (48)     -    (77)      (22)    (59)      -       -

Net Assets:
Net Increase                202      59     106       329      355      182     52      -    124        25      71       -       -
Beginning of Period           1       -     363         3        2        1      -      -      1         -       1       -       -
End of Year                 203      59     469       332      357      183     52      -    125        25      72       -       -

Total Survivorship &
  Variable Universal Life
  - End of Year    $      2,507     916   2,063     3,196    3,638    1,318    376     35  1,615       390   1,263       -       -

* For the period May 3, 1999 (inception date) through December 31, 1999.
 See accompanying Notes to Financial Statements
</TABLE>
<TABLE>
<CAPTION>


                                     Dreyfus Corporation            JP Morgan          Templeton     Calamos
                         Capital   Small                                   Small
                         Apprec.   Cap.      Stock    Socially*  Equity*   Company*    Int'l*       Convertible*
                         Portfolio Portfolio Index   Responsible Portfolio Portfolio   Fund         Portfolio           Total

Survivorship Variable Universal Life:
Change in Net Assets from Operations:
<S>                     <C>         <C>       <C>           <C>      <C>       <C>       <C>              <C>            <C>
Investment Income (Loss)$   (10)      (13)      (65)        -         -         -         -               -                (336)
Realized Gain (Loss)          -        (1)        3         -         -         -         -               -                   4
Unrealized Appreciation
  (Depreciation)             34        11       149         -         -         -         -               -                 320
Change in Net Assets
  from operations            24        (3)       87         -         -         -         -               -                 (12)

Deposits                     81       116       502         -         -         -         -               -               3,172

Payments and Withdrawals:
Death Benefits                -         -         -         -         -         -         -               -                   -
Withdrawals                   2         1         3         -         -         -         -               -                  14
Transfers (in) out         (189)     (172)     (365)        -         -         -         -               -                 114
Payments and Withdrawals   (187)     (171)     (362)        -         -         -         -               -                 128

Net Assets:
Net Increase                292       284       951         -         -         -         -               -               3,032
Beginning of Year             3         6       122         -         -         -         -               -                 503
End of Year     $           295       290     1,073         -         -         -         -               -               3,535

Total Survivorship &
  Variable Universal Life
  - End of Year    $      1,982     2,657     5,744         -         -         -         -               -              27,700

* For the period May 3, 1999 (inception date) through December 31, 1999.

 See accompanying Notes to Financial Statements
</TABLE>


                 Kansas City Life Variable Life Separate Account
                          Notes to Financial Statements



1.   Organization and Significant Accounting Policies

     Organization

Kansas City Life Variable Life Separate Account, marketed as Century II Variable
Universal  Life and  Century  II  Survivorship  Variable  Universal  Life,  (the
Account) is a separate account of Kansas City Life Insurance  Company (KCL). The
Account is registered as a unit  investment  trust under the Investment  Company
Act of 1940, as amended. All deposits received by the Account have been directed
by the contract owners into  subaccounts of seven  series-type  mutual funds, as
listed below, or into KCL's Fixed Account.

           Federated Insurance Series

American Leaders Fund II                  Long-term growth of capital

High Income Bond Fund II                  High current income

Prime Money Fund II                       Current income with stability of
                                          principal and liquidity

           MFS Variable Insurance Trust

MFS Research Series                       Long-term growth of capital and future
                                          income

MFS Emerging Growth Series                Long-term growth of capital

MFS Total Return Series                   Income and opportunities for growth of
                                          capital and income

MFS Bond Series                           Current income and protection of
                                          shareholders' capital

MFS World Governments Series              Preservation and growth of capital
                                          with moderate current income

MFS Utilities Series                      Capital growth and current income


           American Century - Variable Portfolios

VP Capital Appreciation                   Capital growth through investment in
                                          common stocks

VP International                          Capital growth through investment in
                                          foreign securities

VP Value                                  Long-term growth of capital

VP Income and Growth                      Capital growth and current  income
                                          through investment in common stocks

           Dreyfus Corporation

Capital Appreciation Portfolio            Long-term capital growth with
                                          preservation of capital

Small Cap Portfolio                       Capital appreciation

Stock Index Fund                          Price and yield performance that
                                          corresponds to the Standard &Poor's
                                          500 Composite Stock Price Index

Socially Responsible Fund                 Capital growth through investment
                                          in common stocks

           JP Morgan

Equity Portfolio                          High return on selected equity
                                          securities of large U.S. corporations

Small Company Portfolio                   Long-term growth through investments
                                          in equity securities of small
                                          companies


                 Kansas City Life Variable Life Separate Account
                    Notes to Financial Statements (continued)


           Templeton

International Fund                        Long-term growth through investment
                                          in foreign equity securities

           Calamos

Convertible Portfolio                     Current income and equity protection
                                          through investment in convertible
                                          bonds


     Basis of Presentation and Use of Estimates

The preparation of financial  statements  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

     Reinvestment of Dividends

Interest and dividend income and capital gains  distributions paid by the mutual
funds to the Account are  reinvested  in  additional  shares of each  respective
subaccount.  Capital gains  distributions  are recorded as income on the date of
receipt.

     Federal Income Taxes

The operations of the Account form a part of, and are taxed with, the operations
of KCL,  which is taxed as a life insurance  company under the Internal  Revenue
Code. As a result,  the net asset values of the  subaccounts are not affected by
federal income taxes on income distributions received by the subaccounts.



                 Kansas City Life Variable Life Separate Account
                    Notes to Financial Statements (continued)

Investment Valuation

Investments  in mutual fund shares are carried in the statement of net assets at
quoted market value (NAV of the underlying mutual fund). The average cost method
is used to determine realized gains and losses.

The  aggregate  cost of  purchases  and proceeds  from sales,  and the number of
shares thereon were as follows:


                                           Cost of                Proceeds
1999:                                     Purchases              from Sales
                                                   (in thousands)

American Leaders Fund II                 $   3,411                 1,564
High Income Bond Fund II                       910                   562
Prime Money Fund II                         23,544                21,421
MFS Research Series                          2,437                 1,558
MFS Emerging Growth Series                   4,598                 2,337
MFS Total Return Series                      1,149                   664
MFS Bond Series                                458                   188
MFS World Governments Series                    39                    19
MFS Utilities Series                         2,177                   995
ACI VP Capital Appreciation                    377                   209
ACI VP International                         1,375                   757
ACI VP Value                                   306                    67
ACI VP Income and Growth                       480                    89
Dreyfus Capital Appreciation Portfolio       3,675                 1,602
Dreyfus Small Cap Portfolio                  2,798                 1,848
Dreyfus Stock Index Fund                    11,267                 4,772
Dreyfus Socially Responsible Fund              603                   153
JP Morgan Equity Portfolio                     427                   185
JP Morgan Small Company Portfolio              226                     7
Templeton International Fund                   254                    10
Calamos Convertible Portfolio                  264                     8




                 Kansas City Life Variable Life Separate Account
                    Notes to Financial Statements (continued)

                                            Cost of                  Proceeds
1998:                                       Purchases              from Sales
                                                     (in thousands)

American Leaders Fund II                    $  2,225                   508
High Income Bond Fund II                         976                   409
Prime Money Fund II                           19,112                18,811
MFS Research Series                            2,726                 1,068
MFS Emerging Growth Series                     2,876                 1,180
MFS Total Return Series                        1,185                   405
MFS Bond Series                                  606                   356
MFS World Governments Series                      29                    31
MFS Utilities Series                           1,519                   325
AC VP Capital Appreciation                       350                   159
AC VP International                            1,230                   378
Dreyfus Capital Appreciation Portfolio         1,955                   452
Dreyfus Small Cap Portfolio                    3,355                 1,025
Dreyfus Stock Index Fund                       7,390                 3,165


2.   Variable Life Contract Charges

KCL  deducts an  administrative  fee for each  contract of $26 per month for the
first 12 months and $6 per month thereafter.  An additional deduction of $20 per
month is made for the 12 contract  months  following  an  increase in  specified
amount. A deduction for insurance costs also is made monthly and is based on the
insured's attained age, sex, risk class, specified amount, supplemental benefit,
rider  benefits,  contract  value and the  number  of  completed  policy  years.
Mortality  and  expense  risks  assumed  by  KCL  are  compensated  for by a fee
equivalent to an annual rate of 0.9 percent of the asset value of each contract.

A premium  expense charge for premium taxes of 2.25 percent of premium  receipts
is deducted from each premium  receipt  prior to their  transfer to the separate
accounts.  Other charges are deducted  from each  contract  when certain  events
occur, such as the seventh fund transfer in a contract year.

A contingent  deferred  sales  charge is assessed  against  certain  withdrawals
during the first 15 years of the  contract.  During 1999,  $654,000  ($341,000 -
1998) was  assessed in  surrender  charges and other  contract  charges  totaled
$5,585,000 ($4,835,000 - 1998).

3.   Survivorship Variable Life Contract Charges

KCL deducts a monthly  administrative  fee for each  contract of $7.50 plus $.02
per  $1,000  of the  total  amount  insured  per  month  for all  contracts.  An
additional fee of $12.50 per month is charged for the first five contract years.
A  deduction  for  insurance  costs  also is made  monthly  and is  based on the
insured's  attained  age, sex, risk class,  total amount  insured,  any optional
benefits, or any additional benefits provided by riders,  contract value and the
number of completed policy years. Mortality and expense risks assumed by KCL are
compensated  for by a fee  equivalent  to 0.625 percent of the average daily net
assets of each contract.

A sliding premium expense charge, which varies by contract year for the first 20
years, is deducted from each target and excess premium payment.

                 Kansas City Life Variable Life Separate Account
                    Notes to Financial Statements (continued)


In addition,  a 4.85 percent  premium  processing  charge is deducted  from each
premium  payment for all contract  years.  Other  charges are deducted from each
contract  when certain  events  occur,  such as the seventh  fund  transfer in a
contract year.

The plan has no contingent  deferred sales charge.  During 1999,  other contract
charges totaled $2,295,000 ($375,000 - 1998).



4.   Y2K Postmortem (Unaudited)

KCL's Y2K efforts were successful and it is estimated that the incremental  cost
of KCL's  compliance  effort was $1.0 million.  While this effort  obviously was
necessary to allow KCL to continue to function  effectively  in 2000 and beyond,
it also  benefited KCL by upgrading and  standardizing  systems  throughout  the
organization.


Report of Independent Auditors

The Contract Owners
Kansas City Life Variable Life Separate Account
and
The Board of Directors
Kansas City Life Insurance Company

We have audited the  accompanying  statements  of net assets of Kansas City Life
Life Separate Account (the Account) (comprised of the individual  subaccounts as
indicated  therein) as of  December  31,  1999,  and the  related  statement  of
operations  and changes in net assets for the years ended  December 31, 1999 and
1998,  except for those individual series operating for portions of such periods
as disclosed in the financial  statements.  These  financial  statements are the
responsibility  of  Kansas  City  Life  Insurance  Company's   management.   Our
responsibility  is to express an opinion of these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial  statements.  Our
procedures included confirmation of investments owned as of December 31, 1999 by
correspondence  with the transfer agents.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statements presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Kansas City  Variable  Life
Separate  Account at December 31, 1999,  and the results of its  operations  and
changes  in its  assets  for the  periods  described  above in  conformity  with
accounting principles generally accepted in the United States.


/s/Ernst & Young LLP
Ernst & Young LLP

Kansas City, Missouri
March 31, 2000





- --------------------------------------------------------------------------------
                          Supplement Dated May 1, 2000,
- --------------------------------------------------------------------------------
                         to Prospectus Dated May 1, 2000
                 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 for 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                                                                       4-00b



- --------------------------------------------------------------------------------
                          Supplement Dated May 1, 2000,
- --------------------------------------------------------------------------------
                         to Prospectus Dated May 1, 2000
                 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  Premiums  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.


          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                                                                       4-00b





PART II


                          UNDERTAKING TO FILE REPORTS

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

                             RULE 484 UNDERTAKING

     The By-Laws of Kansas City Life  Insurance  Company  provide,  in part,  in
Article XII:

     1. The  Company  shall  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit, or proceeding,  whether civil, criminal,  administrative or investigative,
other  than an action by or in the right of the  Company,  by reason of the fact
that he or she is or was a Director,  Officer or employee of the Company,  or is
or was serving at the request of the Company as a Director,  Officer or employee
of another  company,  partnership,  joint  venture,  trust or other  enterprise,
against expenses,  including attorneys' fees, judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of
the  Company,  and with  respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action,  suit or proceeding by judgment,  order,  settlement,  conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that the person did not act in good faith and in a manner  which he
or she reasonably  believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding,  had reasonable
cause to believe that his or her conduct was unlawful.

     2. The  Company  shall  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the  company to  procure a  judgment  in its favor by
reason of the fact that he or she is or was a  director,  officer or employee of
the  company,  or is or was serving at the request of the company as a director,
officer or employee of another  company,  partnership,  joint venture,  trust or
other enterprise  against  expenses,  including  attorneys'  fees,  actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of the action or suit if he or she acted in good faith and in a manner he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
company;  except that no indemnification  shall be made in respect of any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  in the  performance  of his or her  duty to the
company unless and only to the extent that the court in which the action or suit
was brought  determines  upon  application  that,  despite the  adjudication  of
liability and in view of all the circumstances of the case, the person is fairly
and  reasonably  entitled to indemnity for such  expenses  which the court shall
deem proper.

     Missouri law authorizes Missouri corporations to provide indemnification to
directors, officers and other persons.

     Kansas City Life owns a directors and officers  liability  insurance policy
covering  liabilities  that  directors  and officers of Kansas City Life and its
subsidiaries and affiliates may incur in acting as directors and officers.

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


                   REPRESENTATIONS RELATING TO FEES AND CHARGES

Kansas City Life Insurance  Company hereby  represents that the fees and charges
deducted under the contracts  described in the post-effective  amendment are, in
the  aggregrate,  reasonable  in  relationship  to the  services  rendered,  the
expenses  expected  to be  incurred,  and the risks  assumed by Kansas City Life
Insurance Company.
                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.
     The prospectus consisting of 77 pages. Undertaking to file reports.
     Rule 484 undertaking.
     Representations relating to fees and charges.
     The signatures.
     Written consents of the following persons:
      (a) C. John Malacarne, Esq.
      (b) Mark A. Milton,  Vice President and Actuary (c) Sutherland,
      Asbill & Brennan.
      (d) Independent Auditors.

     The following  exhibits,  corresponding to those required by paragraph A of
the instructions as to exhibits in Form N-8B-2:


1.A. (1)  Resolutions of the Board of Directors of Kansas City Life Insurance
Company establishing the Kansas City Life Variable Life Separate Account.1
     (2)  Not applicable.
     (3)  Distributing Contracts:
          (a)       Distribution Agreement between Kansas City Life Insurance
Company and Sunset Financial Services, Inc.2
          (b)       Not applicable.
          (c)       Schedule of Sales Commissions.2
     (4)  Not applicable.
     (5)  (a)       Specimen Contract Form.1
          (b)       Disability Continuance of Insurance Rider.2
          (c)       Accidental Death Rider.2
          (d)       Option to Increase Specified Amount Rider.2
          (e)       Spouse's Term Insurance Rider.2
          (f)       Children's Term Insurance Rider.2
          (g)       Other Insured Term Insurance Rider.2
          (h)       Extra Protection Rider.2
          (i)       Disability Premium Benefit Rider.2
          (j)       Temporary Life Insurance Agreement.2
          (k)       Limited Aviation Rider.2
          (l)       Unisex Contract Amendment.2
          (m)       Extended Maturity Rider.5
          (n)       Accelerated Death Benefit/Living Benefits Rider.6
     (6)  (a)       Articles of Incorporation of Bankers Life Association of
                    Kansas City.1
          (b)       Restated Articles of Incorporation of Kansas City Life
                    Insurance Company.1
          (c)       By-Laws of Kansas City Life Insurance Company.1
     (7)  Not applicable.
     (8)  (a)       Agreement between Kansas City Life Insurance Company, MFS
                    Variable Insurance Trust, and Massachusetts Financial
                    Services Company.1
          (b)       Agreement between Kansas City Life Insurance Company, TCI
                    Portfolios, Inc. and Investors Research Corporation.1
          (c)       Agreement between Kansas City Life Insurance Company,
                    Insurance Management Series, and Federated Securities Corp.1

          (d)       Agreement  between  Kansas City Life  Insurance  Company and
                    each  of  Dreyfus  Variable  Investment  Fund,  The  Dreyfus
                    Socially Responsible Growth Fund, Inc., and The Dreyfus Life
                    and Annuity Index Fund, Inc.4

          (e)       Agreement between Kansas City Life Insurance Company and
                    J.P. Morgan Series Trust II.7

          (f)       Agreement between Kansas City Life Insurance Company and
                    each of Calamos Insurance Trust, Calamos Asset Management,
                    Inc. and Calamos Financial Services, Inc.7

          (g)       Agreement  between Kansas City Life Insurance Company and
                    each of Templeton  Variable  Products Series Fund and
                    Franklin  Templeton Distributors, Inc.7

          (h)       Amendment to  Participation  Agreement  between  Kansas City
                    Life  Insurance   Company  and  each  of  Dreyfus   Variable
                    Investment  Fund, The Dreyfus  Socially  Responsible  Growth
                    Fund, Inc. and Dreyfus Life and Annuity Index Fund, Inc.
                    (d/b/a Dreyfus Stock Index Fund).7

     (9)  Not Applicable.
     (10) Application Form.1
     (11) Memorandum describing issuance, transfer, and redemption procedures.

B.   Not applicable.

C.   Not applicable.

2.   Opinion and consent of C. John  Malacarne,  Esq., as to the legality of the
     securities being registered.
3.   Not applicable.
4.   Not applicable.
5.   Not applicable.
6.   Opinion  and  consent  of Mark A.  Milton,  Vice  President  and Actuary,
     as to  actuarial  matters  pertaining  to  the  securities  being
     registered.
7.   (a)  Consent of Ernst & Young LLP.
     (b)  Consent of Sutherland, Asbill & Brennan.
     (c)  Consent of C. John Malacarne.  See Exhibit 2.

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

1    Incorporated  herein by  reference to the Form S-6  Registration  Statement
     (File No.  33-95354) for Kansas City Life  Variable  Life Separate  Account
     filed on August 2, 1995.

2    Incorporated  herein by reference to  Pre-Effective  Amendment No. 1 to the
     Form N-4  Registration  Statement (File No.  33-89984) for Kansas City Life
     Variable Annuity Separate Account filed on August 25, 1995.

3    Incorporated  herein by reference to Pre-Effective  Amendment No. 1. to the
     Form S-6  Registration  Statement  (File  No.  33-95354)  for  Kansas  City
     Life Variable Life Separate Account filed on December 19, 1995.

4    Incorporated  herein by  reference to the Form S-6  Registration  Statement
     (File No.  33-95354)  filing for Kansas City Life  Variable  Life  Separate
     Account filed on April 18, 1997.

5    Incorporate  herein by reference to  Post-Effective  Amendment No. 3 of the
     S-6 Registration  Statement (File No. 33-95354) filing for Kansas City Life
     Variable Life Separate Account filed on April 30, 1998.

6    Incorporated  herein by  reference  to the Form S-6  Registation  Statement
     (File No.  33-95354)  filing for Kansas City Life  Variable  Life  Separate
     Account filed on January 29, 1999.

7    Incorporated  herein by  reference  to the Form S-6  Registation  Statement
     (File No.  33-95354)  filing for Kansas City Life  Variable  Life  Separate
     Account filed on April 19, 1999.




SIGNATURES


Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940,  the  Registrant,  Kansas City Life  Variable Life Separate
Account,  certifies that it meets all of the requirements of Securities Act Rule
485(b)  for  effectiveness  of  this  Post-Effective  Amendment  No.  6  to  its
Registration  Statement and has duly caused this Post-Effective  Amendment No. 6
to be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of Kansas City and the
State of Missouri, on the 24 day of April, 2000

[SEAL]                                     Kansas City Life
                                           Variable Life Separate Account


                                           -----------------------------
                                           Registrant

                                           Kansas City Life Insurance Company

                                           -----------------------------
                                           Depositor


Attest /s/ C. John Malacarne               By: /s/ R. Philip Bixby
  C. John Malacarne                        R. Philip Bixby, President,CEO and
                                           Vice Chairman of the Board


Pursuant  to the  requirements  of the  Securities  Act of 1933,  Post-Effective
Amendment  No.  6 to the  Registraton  Statement  has been  signed  below by the
following persons in the capacities indicated on the date(s) set forth below.

Signature                 Title                              Date


/s/ R. Philip Bixby       President, CEO, Vice Chairman    April 24,2000
R.  Philip Bixby          of the Board and Director



/s/ Richard L. Finn       Senior Vice President, Finance     April 24, 2000
Richard L. Finn           and Director
                          (Principal Financial Officer)

/s/ John K. Koetting      Vice President and Controller      April 24, 2000
John K. Koetting          (Principal Accounting Officer)

/s/ J. R. Bixby           Chairman of the Board and          April 24, 2000
J.R.  Bixby               Director

/s/ Walter E. Bixby III   Director                           April 24, 2000
W. E. Bixby III

/s/Daryl D. Jensen        Director                           April 24, 2000
Daryl D.  Jensen

/s/ C. John Malacarne     Director                           April 24, 2000
C.  John Malacarne

/s/ Jack D. Hayes         Director                           April 24, 2000
Jack D.  Hayes

/s/ Webb R. Gilmore       Director                           April 24, 2000
Webb R.  Gilmore

/s/Warren J. Hunzicker, M.D.  Director                       April 24, 2000
Warren J.  Hunzicker, M.D.

/s/Michael J. Ross        Director                           April 24, 2000
Michael J.  Ross

/s/Elizabeth T. Solberg   Director                           April 24, 2000
Elizabeth T. Solberg

E. Larry Winn, Jr.        Director                           April 24, 2000

/s/Nancy Bixby Hudson     Director                           April 24, 2000
Nancy Bixby Hudson



                              Exhibit Index List


1.A.(11)    Memorandum describing issuance, transfer and redemption procedures
2.          Opinion and consent of C. John Malacarne as to the legality of the
            securities being registered
6.          Opinion and consent of Mark A. Milton, Vice President and
            Actuary, as to actuarial matters pertaining to the securities being
            registered
7.(a)       Consent of Ernst & Young LLP
7.(b)       Consent of Sutherland, Asbill & Brennan
8.          Undertaking




<PAGE>




APRIL 2000

DESCRIPTION OF ISSUANCE,

TRANSFER AND REDEMPTION PROCEDURES FOR CONTRACTS

PURSUANT TO RULE 6e-3(T)(b)(12)(iii)

FOR FLEXIBLE PREMIUM LIFE INSURANCE CONTRACTS

ISSUED BY

KANSAS CITY LIFE INSURANCE COMPANY

This  document  sets forth the current  administrative  procedures  that will be
followed  by  Kansas  City  Life  Insurance  Company  ("Kansas  City  Life")  in
connection  with its  issuance of  individual  flexible  premium  variable  life
insurance  contracts (the "Contracts"),  the transfer of assets held thereunder,
and the redemption by Contract owners (the "Owners") of their interests in those
Contracts.  Capitalized  terms  used  herein  have  the same  meaning  as in the
prospectus  for  the  Contract  that is  included  in the  current  registration
statement on Form S-6 for the Contract as filed with the Securities and Exchange
Commission ("Commission" or "SEC").

I.   Procedures   Relating  to  Purchase  and  Issuance  of  the  Contracts  and
     Acceptance of Premiums

A.   Offer of the Contracts, Applications, Initial Net Premiums, and Issuance of
     the Contracts

1. Offer of the  Contracts.  The Contracts will be offered and sold for premiums
pursuant  to  established  premium  schedules  and  underwriting   standards  in
accordance  with state  insurance  laws.  Premiums for the Contracts and related
insurance  charges  will  not be the  same  for all  Owners  selecting  the same
Specified   Amount.   Insurance  is  based  on  the  principle  of  pooling  and
distribution  of mortality  risks,  which assumes that each Owner pays a premium
and related insurance charges  commensurate with the Insured's mortality risk as
actuarially  determined  utilizing  factors such as age, sex, level of specified
amount,  health and occupation.  A uniform premium and insurance charges for all
Insureds would  discriminate  unfairly in favor of those  Insureds  representing
greater  risk.  Although  there will be no  uniform  insurance  charges  for all
Insureds,  there will be a uniform  insurance  rate for all Insureds of the same
risk  class and same band for cost of  insurance  rates.  A  description  of the
Monthly  Deduction  under  the  Contract,  which  includes  charges  for cost of
insurance and for supplemental benefits, is in Appendix A to this memorandum.

2. Application.  To purchase a Contract,  the Owner must complete an application
and submit it through an authorized  Kansas City Life agent. An application will
not be deemed to be complete unless all required information,  including without
limitation  age,  sex, and medical and other  background  information,  has been
provided in the application.

If the  applicant  is eligible for  temporary  insurance  coverage,  a temporary
insurance  agreement  "TIA")  should also  accompany  the  application.  The TIA
provides  temporary  insurance  coverage prior to the date when all underwriting
and other requirements have been met and the application has been approved, with
certain limitations,  as long as an initial premium payment accompanies the TIA.
In  accordance  with Kansas  City  Life's  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
the initial premium will be returned to the applicant.

3. Payment of Minimum Initial Premium and  Determination  of Contract Date. With
the TIA,  the  applicant  must pay an  initial  premium  payment  at the time of
application  that is at least  equal to two  Guaranteed  Monthly  Premiums  (one
Guaranteed  Monthly Premium is required for Contracts when premium payments will
be made under a  pre-authorized  payment or combined billing  arrangement).  The
minimum initial premium payment required depends on a number of factors, such as
the age,  sex and risk class of the  proposed  Insured,  the  Initial  Specified
Amount,  any supplemental  and/or rider benefits and the Planned Premium Payment
payments the Owner proposes to make. (See "Planned Premium Payments," below.)

In general,  when  applications  are submitted with the required premium payment
(and the premium payment is submitted in "good order") the Contract Date will be
the same as that of the TIA. For  Contracts  where the  required  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.  There are several  exceptions to these rules,  described
below.

Contract Date Calculated to Be 29th, 30th or 31st of Month
No  Contracts  will be given a  Contract  Date of the 29th,  30th or 31st of the
month. When values are applied to the new Contract from another contract and the
Contract Date would be  calculated  to be one of these dates,  the Contract Date
will be the 28th of the month.  In all other  situations  in which the  Contract
Date would be calculated to be the 29th, 30th or 31st of the month, the Contract
Date will be set to the 1st of the next month.

Pre-Authorized Check Payment Plan (PAC) or Combined Billing (CB) -- Premium with
Application
If PAC or CB is requested and the initial premium is taken with the application,
the Contract  Date will be the date of approval.  Combined  Billing is a billing
where multiple Kansas City Life contracts are billed together.


Government Allotment (GA) and Federal Allotment (FA)
If GA or FA is requested on the application and an initial premium is taken with
the application,  the Contract Date will be the date of approval. If GA or FA is
requested and no initial  premium is received the Contract Date will be the date
we receive a full monthly allotment.

Conversions
If a Kansas City Life term insurance  product is converted to a new Contract the
Contract  Date  will be the  date up to  which  the  premiums  for the  previous
contract were paid. If there is more than one term policy being  converted,  the
Contract  Date will be  determined  by the contract with the earliest date up to
which premiums were paid.


Kansas City Life may specify the form in which a premium payment must be made in
order for the premium to be in "good order." Ordinarily,  a check will be deemed
to be in good order upon receipt, although Kansas City Life may require that the
check first be converted  into federal funds.  In addition,  for a premium to be
received in "good  order," it must be  accompanied  by all  required  supporting
documentation, in whatever form required.

An initial  premium will not be accepted from  applicants  that are not eligible
for TIA coverage.  Coverage under the Contract  begins on the Contract Date, and
Kansas City Life will deduct Contract charges as of the Contract Date.

The Contract  Date is  determined by these  guidelines  except,  as provided for
under state  insurance  law, the Owner may be permitted to backdate the Contract
to preserve  insurance age (and receive a lower cost of insurance  rate).  In no
case  may the  Contract  Date be more  than  six  months  prior  to the date the
application was completed.  Monthly Deductions will be charged 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  all  underwriting  and  other  requirements  have  been  met and the
application has been approved.  (For a discussion of underwriting  requirements,
see "Underwriting  Requirements"  below).  Kansas City Life will deduct contract
charges as of the Contract Date.

4. Underwriting Requirements. Kansas City Life requires satisfactory evidence of
the proposed Insured's insurability,  which may include a medical examination of
the proposed  Insured.  The available  issue ages are 0 through 80 on a standard
nonsmoker basis, 15 through 80 on a preferred nonsmoker basis, and 15 through 80
on a smoker basis. Age is determined on the Contract Date based on the Insured's
age last  birthday.  The minimum  Specified  Amount is $100,000 for issue ages 0
through  49. The minimum  Specified  Amount is $50,000 for issue ages 50 through
80.  Acceptance  of an  application  depends on Kansas City Life's  underwriting
rules, and Kansas City Life reserves the right to reject an application.

5.  Determination  of Owner of the  Contract.  The  Owner  of the  Contract  may
exercise  all rights  provided  under the  Contract.  The  Insured is the Owner,
unless a different Owner is named in the  application.  The Owner may by Written
Notice  name a  contingent  Owner or a new Owner  while the  Insured  is living.
Unless a  contingent  Owner has been named,  on the death of the last  surviving
Owner,  ownership  of the  Contract  passes to the estate of the last  surviving
Owner,  who will  become  the  Owner if the  Owner  dies.  The Owner may also be
changed prior to the Insured's  death by Written Notice  satisfactory  to Kansas
City Life.

B.      Payment and Acceptance of Additional Premiums

1. Generally.  Additional  unscheduled  premium payments can be made at any time
while  the  Contract  is in force.  Kansas  City Life has the right to limit the
number and amount of such premium payments and to require satisfactory  evidence
of insurability prior to accepting  unscheduled  premiums. A loan repayment must
be  clearly  marked as such or it will be  credited  as a  premium.  No  premium
payment will be accepted after the Maturity Date.

2. Procedures for Accepting  Additional Premium Payments.  Premium payments must
be made by check payable to Kansas City Life  Insurance  Company or by any other
method that Kansas City Life deems acceptable.  Kansas City Life may specify the
form in which a premium  payment  must be made in order for the premium to be in
"good  order."  Ordinarily,  a check  will be  deemed to be in good  order  upon
receipt, although Kansas City Life may require that the check first be converted
into federal funds.  In addition,  for a premium to be received in "good order,"
it must be accompanied  by all required  supporting  documentation,  in whatever
form required.

Total  premiums paid may not exceed premium  limitations  for life insurance set
forth in the Internal Revenue Code.  Kansas City Life will monitor Contracts and
will notify the Owner if a premium payment exceeds this limit and will cause the
Contract to violate the definition of insurance.  The owner may choose to take a
refund of the portion of the premium  payment that is determined to be in excess
of applicable limitations,  or the Owner 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   "Underwriting
Requirements"  above.) Kansas City Life will monitor  Contracts and will attempt
to notify the Owner on a timely basis if premiums  paid under a Contract  exceed
the "7-Pay Test" as set forth in the Internal Revenue Code and,  therefore,  the
Contract is in jeopardy of becoming a modified endowment contract.

3. Planned Premium Payments.  When applying for a Contract,  the Owner selects a
plan for paying level premium payments at specified  intervals,  e.g.,  monthly,
quarterly, semi-annually or annually. If the Owner elects, Kansas City Life will
also arrange for payment of Planned  Premium  Payments on a monthly or quarterly
basis under a pre-authorized  payment arrangement.  The Owner is not required to
pay premium payments in accordance with these plans;  rather,  the Owner can pay
more or less than  planned  or skip a Planned  Premium  Payment  entirely.  Each
premium  after the initial  premium  must be at least $25.  Kansas City Life may
increase this minimum limit 90 days after sending the Owner a Written  Notice of
such increase.  Subject to the limits  described above, the Owner can change the
amount and frequency of Planned  Premium  Payments by sending  Written Notice to
the Home  Office.  Kansas City Life,  however,  reserves  the right to limit the
amount of a premium  payment or the total  premium  payments  paid, as discussed
above.

4.  Guaranteed  Payment  Period and  Guaranteed  Monthly  Premium.  A Guaranteed
Payment Period is the period during which Kansas City Life  guarantees  that the
Contract will not lapse if the amount of total  premiums paid is greater than or
equal to the sum of: (1) the accumulated  Guaranteed  Monthly Premiums in effect
on each prior Monthly Anniversary Day, and (2) an amount equal to the sum of any
partial  surrenders  taken and Indebtedness  under the Contract.  The Guaranteed
Payment  Periods  are five  years  following  the  Contract  Date and five years
following the effective date of an increase in the Specified Amount.

The  Guaranteed  Monthly  Premium  is  shown  in the  Contract.  The per  $1,000
Guaranteed  Monthly Premium factors for the Specified Amount vary by risk class,
issue age, and sex. Additional premiums for substandard ratings and supplemental
and/or rider benefits are included in the Guaranteed  Monthly Premium.  However,
upon a change to the Contract,  Kansas City Life will recalculate the Guaranteed
Monthly Premium and will notify the Owner of the new Guaranteed  Monthly Premium
and amend the Owner's Contract to reflect the change.

5. Premium Payments Upon Increase in Specified Amount. A new Guaranteed  Payment
Period  begins on the  effective  date of an increase in Specified  Amount.  The
Owner will be notified of the new  Guaranteed  Monthly  Premium for this period.
Depending  on the  Contract  Value at the time of an increase  in the  Specified
Amount and the amount of the increase  requested,  an additional premium payment
may be  necessary or a change in the amount of Planned  Premium  Payments may be
advisable.

6. Premium  Payments to Prevent Lapse.  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.  The
conditions  that will  result in the  Owner's  Contract  lapsing  will vary,  as
follows, depending on whether a Guaranteed Payment Period is in effect.

a. During the Guaranteed 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 Day
are less than  required to  guarantee  the  Contract  will not lapse  during the
Guaranteed  Payment Period.  The premium  required to keep the Contract in force
will be an amount  equal to the  lesser  of:  (1) the  amount to  guarantee  the
Contract  will  not  lapse  during  the  Guaranteed   Payment  Period  less  the
accumulated  premiums  paid;  and (2) an  amount  sufficient  to  provide a cash
surrender value equal to three Monthly Deductions.

b.  After the  Guaranteed  Payment  Period.  A grace  period  starts if the Cash
Surrender  Value  on a  Monthly  Anniversary  Day  will not  cover  the  Monthly
Deduction. A premium sufficient to provide a cash surrender value equal to three
Monthly  Deductions must be paid during the grace period to keep the Contract in
force.

7. Grace Period.  The grace period is a 61-day period to make a premium  payment
sufficient  to prevent  lapse.  Kansas  City Life will send notice of the amount
required to be paid during the grace  period to the Owner's  last known  address
and the address of any assignee of record.  The grace period will begin when the
notice is sent.  The  Owner's  Contract  will  remain in force  during the grace
period.  If the Insured  should die during the grace  period,  the Death Benefit
proceeds will still be payable to the Beneficiary, although the amount paid will
reflect a reduction for the Monthly  Deductions due on or before the date of the
Insured's death (and for any Indebtedness).  If the grace period premium payment
has not been paid before the grace period ends, the Owner's Contract will lapse.
It will have no value and no benefits  will be payable.  A grace period also may
begin if Indebtedness becomes excessive.

C.      Allocation and Crediting of Initial and Additional Premiums

1. The Separate Account,  Subaccounts,  and Fixed Account. The variable benefits
under the Contracts are supported by the Kansas City Life Variable Life Separate
Account (the "Variable Account").  The Variable Account currently consists of 21
Subaccounts,  the assets of which are used to  purchase  shares of a  designated
corresponding  mutual fund Portfolio that is part of one of the following Funds:
MFS Variable Insurance Trust ("MFS Trust"), American Century Variable Portfolios
Inc.  ("American  Century Variable  Portfolios"),  Federated  Insurance  Series,
Dreyfus Variable Investment Fund, Dreyfus Stock Index Fund, The Dreyfus Socially
Responsible  Growth Fund, Inc., J.P. Morgan Series Trust II, Franklin  Templeton
Variable  Insurance  Products  Trust and Calamos  Advisors  Trust.  Each Fund is
registered  under the Investment  Company Act of 1940 as an open-end  management
investment  company.  Owners  also may  allocate  Contract  Value to Kansas City
Life's general  account (the "Fixed  Account").  Additional  Subaccounts  may be
added from time to time to invest in portfolios of MFS Trust,  American  Century
Variable  Portfolios,  Federated  Insurance Series,  Dreyfus Variable Investment
Fund,  Dreyfus Stock Index Fund, The Dreyfus Socially  Responsible  Growth Fund,
Inc, J.P. Morgan Series Trust II, Templeton  Variable  Insurance  Products Trust
and Calamos Advisors Trust or any other investment company.

2. Allocations Among the Accounts. Net Premiums and Contract Value are allocated
to the  Subaccounts  and the Fixed  Account  in  accordance  with the  following
procedures.

a. General. In the Contract application, the Owner specifies the percentage of a
Net Premium to be allocated to each Subaccount and to the Fixed Account. The sum
of the  allocations  must equal 100%, and Kansas City Life reserves the right to
limit the number of Subaccounts  to which premiums may be allocated.  The number
will never be  limited  to less than 12,  The Owner can  change  the  allocation
percentages at any time,  subject to these rules,  by sending  Written Notice to
the Home  Office.  The change will apply to premium  payments  received  with or
after receipt of that Written Notice.

b.  Allocation  of Initial  Premium.  On the  Allocation  Date,  the initial Net
Premium will be allocated to the Money Market Subaccount. The Allocation Date is
the later of the date when all underwriting and other requirements have been met
and an  application  has  been  approved,  or the date the  initial  premium  is
received in good order at the Home Office. Kansas City Life may specify the form
in which a premium  payment must be made in order for the premium to be in "good
order."  Ordinarily,  a check will be deemed to be in good  order upon  receipt,
although  Kansas City Life may require  that the check first be  converted  into
federal  funds.  In addition,  for a premium to be received in "good  order," it
must be accompanied by all required supporting  documentation,  in whatever form
required.  If any  additional  premiums  are  received in good order  before the
Reallocation  Date (as defined below),  the corresponding Net Premiums also will
be allocated to the Money Market  Subaccount.  The "free-look"  period under the
Contract is assumed to end on the Reallocation Date, and on that date,  Contract
Value in the Money Market Subaccount will be allocated to the Subaccounts and to
the Fixed Account based on the Net Premium allocation  percentages  specified in
the application. The Reallocation Date is 30 days after the Allocation Date.

c.  Allocation  of  Additional  Premiums.  Premiums  received  on or  after  the
Reallocation  Date will be credited to the Contract and the Net Premiums will be
invested as  requested  on the  Valuation  Day they are  received at Kansas City
Life's Home Office,  except if  additional  underwriting  is  required.  Premium
payments requiring additional  underwriting will not be credited to the Contract
until underwriting has been completed and the premium payment has been accepted.
(See  "Underwriting  Requirements"  above). If the additional premium payment is
rejected, Kansas City Life will return the premium payment immediately,  without
any adjustment for investment experience.

II.     Transfers Among Accounts

        A.      Transfer Privilege

1. General.  After the  Reallocation  Date and prior to the Maturity  Date,  the
Owner may  transfer  all or part of an amount in the  Subaccount(s)  to  another
Subaccount(s)  or to the Fixed  Account,  or transfer a part of an amount in the
Fixed Account to the Subaccount(s), subject to the restrictions described below.
Kansas City Life will make the  transfer  on the date that it  receives  Written
Notice requesting such transfer.

2. General  Restrictions on Transfer  Privilege.  The minimum transfer amount is
the lesser of $250 or the entire amount in that Subaccount or the Fixed Account.
A transfer  request that would  reduce the amount in a  Subaccount  or the Fixed
Account  below $250 will be treated as a transfer  request for the entire amount
in that  Subaccount  or the Fixed  Account.  There is no limit on the  number of
transfers that can be made among  Subaccounts or to the Fixed Account.  However,
only one transfer may be made from the Fixed Account each Contract Year.  (For a
description of those  restrictions,  see  "Restrictions  on Transfers from Fixed
Account,"  below.) The first six  transfers  during each Contract Year are free.
Any unused free  transfers do not carry over to the next Contract  Year.  Kansas
City Life will  assess a $25  Transfer  Processing  Fee for the seventh and each
subsequent  transfer  during a Contract  Year.  For the purpose of assessing the
fee, each Written Request (or telephone  request  described below) is considered
to be one transfer, regardless of the number of Subaccounts or the Fixed Account
affected by the transfer.  The  processing  fee will be deducted from the amount
being transferred or from the remaining Contract Value, according to the Owner's
instructions.

3. Restrictions on Transfers from Fixed Account. One transfer each Contract Year
is allowed from the Fixed Account to any or all of the  Subaccounts.  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 Kansas City Life will transfer the entire amount.

B.      Telephone Authorizations

1. Election of the Program. Transfers, changes in premium allocation, changes in
dollar cost averaging,  changes in portfolio  rebalancing and loan requests will
be based upon instructions given by telephone, provided the appropriate election
has been  made at the  time of  application  or  proper  authorization  has been
provided to Kansas City Life.  Kansas  City Life  reserves  the right to suspend
telephone  transfer,  premium allocation and/or loan privileges at any time, for
any reason,  if it deems such suspension to be in the best interests of Contract
Owners.


2. Procedures  Employed to Confirm  Genuineness of Telephone  Transfer,  Premium
Allocation  Changes  and Loan  Privileges  Instructions.  Kansas  City Life will
employ  reasonable  procedures  to confirm  that  instructions  communicated  by
telephone are genuine,  and if Kansas City Life follows those procedures it will
not be liable for any losses due to  unauthorized  or  fraudulent  instructions.
Kansas  City Life may be liable  for such  losses  if it does not  follow  those
reasonable procedures. The procedures Kansas City Life will follow for telephone
transfers,  premium  allocation changes and loans 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.

C.      Dollar Cost Averaging Plan

1. General.  The Dollar Cost  Averaging  Plan, if elected,  enables the Owner to
transfer systematically and automatically,  on a monthly basis for a period of 3
to 36 months, specified dollar amounts from the Money Market Subaccount to other
Subaccounts.  At least $250 must be transferred from the Money Market Subaccount
each month. The required amounts may be allocated to the Money Market Subaccount
through initial or subsequent  premium payments or by transferring  amounts into
the Money Market Subaccount from the other Subaccounts or from the Fixed Account
(which may be subject to certain restrictions).

2. Election and  Operation of the Program.  The Owner may elect this plan at the
time of application by completing the authorization on the application or at any
time after the Contract is issued by properly  completing  the election form and
returning it to Kansas City Life.  The election form allows the Owner to specify
the number of months for the Dollar Cost Averaging Plan to be in effect. Changes
may be made in dollar cost  averaging by telephone if proper  authorization  has
been provided. Dollar cost averaging transfers will commence on the next Monthly
Anniversary Day on or next following the Reallocation Date or the date The Owner
requests.  Dollar  cost  averaging  will  terminate  at  the  completion  of the
designated number of months, when the value of the Federated Prime Money Fund II
Subaccount is completely depleted,  or the day Kansas City Life receives Written
Notice instructing Kansas City Life to cancel the Dollar Cost Averaging Plan.

Transfers  made from the Money Market  Subaccount  for the Dollar Cost Averaging
Plan will not count  toward  the six  transfers  permitted  each  Contract  Year
without imposing the Transfer rocessing Fee.

D. Portfolio Rebalancing Plan

1.  General.  The  Owner  may  elect to have  the  accumulated  balance  of each
Subaccount redistributed to equal a specified percentage of the Variable Account
Value. This will be done on a quarterly basis at three-month  intervals from the
Monthly Anniversary Day on which the Portfolio Rebalancing Plan commences.

2.  Election and  Operation  of the Plan.  If elected,  this plan  automatically
adjusts the Owner's  Portfolio mix to be  consistent  with the  allocation  most
recently  requested.  The redistribution will not count toward the six transfers
permitted  each  Contract  Year without  imposing the Transfer  Processing  Fee.
Changes may be made in the Portfolio  Rebalancing  Plan if proper  authorization
has been  provided.  If the Dollar Cost  Averaging Plan has been elected and has
not been completed,  the Portfolio Rebalancing Plan will commence on the Monthly
Anniversary  Day following the termination of the Dollar Cost Averaging Plan. If
the Contract Value is negative at the time  portfolio  rebalancing is scheduled,
the re-distribution will not be completed.

Portfolio rebalancing will terminate when the Owner requests any transfer unless
the Owner  authorizes a change in allocation at that time or the day Kansas City
Life receives written notice instructing Kansas City Life to cancel the plan.

III. "Redemption"  Procedures:  Full and Partial  Surrenders,  Maturity Benefit,
     Death Benefits, and Loans

A.      "Free-Look" Period

The Owner may cancel the Contract for a refund  during the  "free-look"  period.
This period expires 10 days after the Owner receives the Contract, 45 days after
the  application  for the Contract is signed,  or 10 days after Kansas City Life
mails or delivers a Notice of Withdrawal Right (described  below),  whichever is
latest. If the Owner decides to cancel the Contract, the Owner must return it by
mail or other  delivery  method to the Home Office or to the  authorized  Kansas
City Life agent who sold it. Immediately after mailing or delivery, the Contract
will be deemed void from the beginning.  Within seven calendar days after Kansas
City Life receives the returned Contract,  Kansas City Life will refund premiums
paid. In some states we may be required to refund the greater of Contract  Value
and premiums paid.

In addition, the Owner may cancel an increase in Specified Amount that the Owner
has  requested  within 10 days after the Owner  receives the adjusted  Contract,
within 45 days after the date the  application  for the  increased  coverage  is
signed,  or within 10 days after Kansas City Life mails the Notice of Withdrawal
Right for the  Specified  Amount  increase,  whichever is latest.  The Specified
Amount increase will be canceled from its beginning and any charges attributable
to the increase will be returned to Contract Value.

B.  Notice  of  Withdrawal  Right  Required  by Rule  6e-3(T)(b)(13)(viii)  Upon
issuance  of a  Contract,  Kansas  City Life will  send by first  class  mail or
personal  delivery to the Contract  Owner a written  document  containing  (i) a
notice of the right to return the  Contract to Kansas City Life or to one of its
authorized agents before the latest of: (a) 10 days after the Owner receives the
Contract;  (b) 45 days after the application for the Contract is signed; and (c)
10 days after  Kansas  City Life mails or  delivers  such notice of the right to
return the Contract to the Owner;  (ii) a statement  of Contract  fees and other
charges and an illustration of guideline  annual premiums,  death benefits,  and
cash surrender values applicable to the age, sex, and risk class of the Insured;
and (iii) a form of request for refund of gross  premiums  paid on the  Contract
setting  forth  (a)  instructions  as to the  manner  in which a  refund  may be
obtained,  including the address to which the request form should be mailed; and
(b) spaces necessary to indicate the date of such request,  the Contract number,
and the signature of the Contract Owner.

C.      Surrendering the Contract for Cash Surrender Value

The Owner may surrender the Contract at any time for its Cash Surrender Value by
submitting a Written  Request to the Home  Office.  Kansas City Life may require
return of the Contract.  A Surrender Charge may apply. A surrender  request will
be  processed  as of the date  the  Owner's  Written  Request  and all  required
documents are  received.  Payment will  generally be made within seven  calendar
days. The Cash Surrender Value may be taken in one lump sum or it may be applied
to a payment  option.  The Owner's  Contract  will  terminate and cease to be in
force if it is surrendered for one lump sum. It cannot later be reinstated.

D.      Partial Surrenders

1.  General.  The Owner may make  partial  surrenders  under the contract at any
time,  subject to the conditions  below. The Owner must submit a Written Request
to the Home Office.  Each partial  surrender  must be at least $500. The partial
surrender amount may not exceed the Cash Surrender  Value,  less $300. A Partial
Surrender  Fee will be  assessed  on a partial  surrender.  This  charge will be
deducted from the Owner's  Contract Value along with the amount  requested to be
surrendered  and will be considered  part of the surrender  (together,  "partial
surrender  amount").  As of the date Kansas City Life receives a Written Request
for a partial  surrender,  the  Contract  Value will be  reduced by the  partial
surrender amount.

2. Allocation of Partial Surrender Among the Accounts. When the Owner requests a
partial surrender, the Owner can direct how the partial surrender amount will be
deducted from Contract Value in the Subaccounts and Fixed Account.  If the Owner
provides no  directions,  the  partial  surrender  amount will be deducted  from
Contract Value in the Subaccounts and Fixed Account on a pro-rata basis.

3. Effect of Partial  Surrender  on Death  Benefit.  If Coverage  Option A is in
effect,  Kansas City Life 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, the Specified Amount will not be reduced.  Kansas City Life reserves the
right to reject a partial  surrender  request  if the  partial  surrender  would
reduce the  Specified  Amount  below the minimum  amount for which the  Contract
would be issued under Kansas City Life's  then-current  rules, or if the partial
surrender  would  cause the  Contract  to fail to  qualify  as a life  insurance
contract under applicable tax laws, as interpreted by Kansas City Life.

4. Date Partial Surrender  Requests Are Processed.  Partial  surrender  requests
will be processed as of the date the Owner's Written Request is received in good
order,  and generally will be paid within seven calendar days. A Written Request
for a partial  surrender  will be  deemed to be good  order  when,  among  other
things, all required supporting documentation has been received.

E.      Surrender Charge

During the first fifteen Contact Years, a Surrender Charge will be deducted from
the Contract  Value if the Contract is completely  surrendered  or 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, the Deferred
Sales Load and the Deferred  Administrative  Expense. The total Surrender Charge
will not exceed the  maximum  Surrender  Charge  set forth in the  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.

Any Surrender  Charge deducted upon lapse is credited 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 the Contract was
lapsed will not count.

1. Deferred Sales Load.  The Deferred Sales Load is 30% of actual  premiums paid
up to a maximum premium amount shown in the Contract. The maximum premium amount
shown in the  Contract is based on the issue Age,  sex,  Specified  Amount,  and
smoking class  applicable to the Insured.  If the Owner increases 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.



2.  Deferred   Administrative  Expense.  The  Table  below  shows  the  Deferred
Administrative  Expense deducted if the Owner  surrenders,  lapses,  reduces the
Specified Amount, or takes a partial surrender during the first fifteen Contract
Years 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
will grade 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,  the Deferred  Administrative  Expense  between years
will be pro-rated monthly. The charge for the first five years will be level.

F. Partial Surrender Fee Kansas City Life will deduct an  administrative  charge
upon a  partial  surrender.  This  charge  is  the  lesser  of 2% of the  amount
surrendered  or $25.  This charge will be deducted  from the  Contract  Value in
addition to the amount  requested to be surrendered and will be considered to be
part of the partial surrender amount.

G.      Redemptions for Monthly Deduction

On the Allocation Date, Kansas City Life will deduct Monthly  Deductions for the
Contract  Date and each  Monthly  Anniversary  that have  occurred  prior to the
Allocation Date. (The Monthly  Deduction is described in Appendix A.) Subsequent
Monthly  Deductions will be made as of each Monthly  Anniversary Day thereafter.
The Owner's  Contract  Date is the date used to  determine  the Owner's  Monthly
Anniversary  Day.  The  Monthly  Deduction  consists  of (1)  cost of  insurance
charges,  (2) administration  fees, and (3) any charges for supplemental  and/or
rider benefits. The Monthly Deduction is deducted from the Variable Accounts and
Fixed  Account pro rata on the basis of the  portion of  Contract  Value in each
account on the Monthly Anniversary Day.

H.      Death Benefits

As long as the  Contract  remains in force,  Kansas City Life will pay the Death
Benefit proceeds upon receipt at the Home Office of proof of the Insured's death
that Kansas City Life deems satisfactory. Kansas City Life may require return of
the  Contract.  The Death  Benefit will be paid in a lump sum  generally  within
seven  calendar days of receipt of  satisfactory  proof or, if elected,  under a
payment option. The Death Benefit will be paid to the Beneficiary.

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

Kansas City Life 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  Kansas  City  Life's
approval.

1. Amount of Death Benefit Proceeds. The Death Benefit proceeds are equal to the
sum of the Death Benefit under the Coverage  Option  selected  calculated on the
date of the Insured's death, plus any supplemental and/or rider benefits,  minus
any  Indebtedness on that date and, if the date of death occurred during a grace
period,  minus any past due Monthly  Deductions.  Under  certain  circumstances,
including  without  limitation  when  the  age or sex of the  Insured  has  been
misstated or when the Insured  dies by suicide  within two years of the Contract
Date or  within  two years  after  the  effective  date of any  increase  in the
Specified Amount,  the amount of the Death Benefit may be further  adjusted.  If
part or all of the Death  Benefit is paid in one sum,  Kansas City Life 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.

2. Coverage Options.  The Contract Owner may choose one of two Coverage Options,
which will be used to  determine  the Death  Benefit.  Under Option A, the Death
Benefit is the greater of the Specified Amount or the Applicable  Percentage (as
described  below) of Contract  Value on the date of the Insured's  death.  Under
Option B, the Death  Benefit is the  greater of the  Specified  Amount  plus the
Contract  Value  on the  date of  death,  or the  Applicable  Percentage  of the
Contract Value on the date of the Insured's death.

If  investment  performance  is  favorable,  the amount of the Death Benefit may
increase.  However, under Option A, the Death Benefit ordinarily will not change
for several years to reflect any favorable  investment  performance  and may not
change at all.  Under Option B, the Death  Benefit will vary  directly  with the
investment performance of the Contract Value.

The  "Applicable  Percentage"  is 250% when the Insured has  attained  Age 40 or
less, and decreases  each year  thereafter to 100% when the Insured has attained
Age 95.

3. Initial Specified Amount and Coverage Option. The Initial Specified Amount is
set at the time the  Contract  is issued.  The Owner may  change  the  Specified
Amount from time to time,  as discussed  below.  The Owner  selects the Coverage
Option when the Owner  applies for the  Contract.  The Owner also may change the
Coverage Option, as discussed below.

4. Changes in Coverage Option. We reserve the right to require that the Contract
be in force for one Contract Year before any change in Coverage  Option and that
no more than one change in Coverage Option be made in any 12-month period. On or
after the first Contract  Anniversary,  the Owner may change the Coverage Option
on the Contract  subject to the following  rules.  After the Coverage Option has
been changed,  it cannot be changed again for the next twelve  Contract  Months.
After any change,  the Specified Amount must 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
Kansas City Life receives and accepts the request.  Kansas City Life may require
satisfactory evidence of insurability. (See "Underwriting requirements," above.)

When a change from Option A to Option B is made, 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 Contract  Value on the effective  date of the
change.  When a change from Option B to Option A is made,  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.

5. Ability to Adjust Specified  Amount. We reserve the right to require that the
Contract be in force for one Contract  Year before a change in Specified  Amount
and we  reserve  the right to only allow one change in  Specified  Amount  every
twelve  Contract  months.  If a change in the  Specified  Amount would result in
total premiums paid exceeding the premium  limitations  prescribed under current
tax law to qualify the Contract as a life insurance  contract,  Kansas City Life
will refund, after the next Monthly Anniversary, to the Owner the amount of such
excess above the premium limitations.

Kansas  City Life  reserves  the right to decline a  requested  decrease  in the
Specified  Amount if compliance  with the guideline  premium  limitations  under
current  tax  law  resulting  from  this  decrease  would  result  in  immediate
termination of the Contract, or if to effect the requested decrease, payments to
the Owner would have to be made from the Contract Value for compliance  with the
guideline premium limitations,  and the amount of such payments would exceed the
Cash Surrender Value under the Contract.

The Specified  Amount after any decrease must be at least $100,000 for Contracts
that were issued at issue Ages 0-49 and $50,000 for  Contracts  that were issued
at issue Ages 50-80. A decrease in Specified Amount will become effective on the
Monthly  Anniversary  Day  that  coincides  with or  next  follows  receipt  and
acceptance of a request at the Home Office.

Any increase in the Specified Amount must be at least $25,000 and an application
must be submitted.  Kansas City Life reserves the right to require  satisfactory
evidence of insurability.  In addition,  the Insured's attained Age must be less
than the current  maximum issue Age for the  Contracts,  as determined by Kansas
City Life from time to time.

The  increase  in  Specified   Amount  will  become  effective  on  the  Monthly
Anniversary  Day on or next  following  the date the request for the increase is
received  and  approved.  A new  Guaranteed  Payment  Period  will  begin on the
effective date of the increase and will continue for five years.  The Contract's
Guaranteed  Monthly Premium will be  recalculated to reflect the increase.  If a
Guaranteed  Payment  Period is in  effect,  the  Contract's  Guaranteed  Monthly
Premium amount will also generally be increased. An increase in Specified Amount
may be  cancelled by the Owner 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.

A new Surrender Charge and Surrender Charge period will apply to each portion of
the Contract  resulting from an increase in Specified Amount,  starting with the
effective  date of the increase.  After an increase,  Kansas City Life will, for
purposes of calculating  Surrender Charges,  attribute a portion of each premium
payment the Owner makes to the Specified Amount increase, even if the Owner does
not increase the amount or frequency of the Owner's  premiums.  Premiums will be
allocated 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.  Kansas  City Life will  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.

I. Loans 1. When Loans are  Permitted.  Prior to the death of the  Insured,  the
Owner may  borrow  against  the  Contract  at any time by  submitting  a Written
Request  to the Home  Office,  provided  that the  Cash  Surrender  Value of the
Contract  is  greater  than  zero.  Loans may also be made by  telephone  if the
appropriate  election  has  been  made at the  time  of  application  or  proper
authorization  has  been  provided.  The  maximum  loan  amount  is equal to the
Contract's  Cash  Surrender  Value on the  effective  date of the loan less loan
interest to the next Contract  Anniversary.  Contract loans will be processed as
of the date the Owner's Written Request is received and approved.  Loan proceeds
generally will be sent to the Owner within seven calendar days.

2. Interest.  Kansas City Life 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 interest is not paid when due, the amount
of the interest is added to the loan and becomes part of the Indebtedness.

3. Loan Collateral. When a Contract loan is made, an amount sufficient to secure
the loan is  transferred  out of the  Subaccounts  and the unloaned value in the
Fixed Account and into the  Contract's  Loan Account.  Thus, a loan will have no
immediate  effect on the Contract  Value,  but the Cash Surrender  Value will be
reduced immediately by the amount transferred to the Loan Account. The Owner can
specify the Variable Accounts and/or Fixed Account from which collateral will be
transferred. If no allocation is specified,  collateral will be transferred from
each  Subaccount  and from the unloaned  value in the Fixed  Account 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 that the loan is made. An amount of Cash  Surrender  Value equal to any due
and unpaid loan  interest will also be  transferred  to the Loan Account on each
Contract  Anniversary.  Due and unpaid  interest will be  transferred  from each
Subaccount  and the unloaned  value in the Fixed Account in the same  proportion
that each  Subaccount  Value and the unloaned  value in the Fixed  Account Value
bears to the total unloaned Contract Value.

The Loan Account will be credited with  interest at an effective  annual rate of
not less than 4%. Interest earned on the Loan Account will be added to the Fixed
Account.

4.  Preferred  Loan  Provision.  Beginning  in the  eleventh  Contract  Year,  a
preferred loan may be made. The maximum amount available for a preferred loan is
the  Contract  Value less  premiums  paid and may not exceed  the  maximum  loan
amount.  The amount in the Loan  Account  securing  the  preferred  loan will be
credited with interest at an effective  annual rate of 6.0%.  The preferred loan
provision is not guaranteed.

5. Loan Repayment;.  The Owner may repay all or part of the Owner's Indebtedness
at any time while the Insured is living and the Contract is in force.  Each loan
repayment  must be at least  $50.00.  Loan  repayments  must be sent to the Home
Office and will be credited as of the date  received.  A loan  repayment must be
clearly marked as "loan  repayment" or it will be credited as a premium.  When a
loan repayment is made, Contract Value in the Loan Account in an amount equal to
the repayment is transferred  from the Loan Account to the  Subaccounts  and the
unloaned value in the Fixed Account.  Unless  specified  otherwise by the Owner,
loan repayment  amounts will be transferred to the  Subaccounts and the unloaned
value in the Fixed Account according to the premium  allocation  instructions in
effect at that time.

6. Reduction in Death Benefit. If the Death Benefit becomes payable while a loan
is  outstanding,  the  Indebtedness  will be deducted in  calculating  the Death
Benefit proceeds.

7.  Default.  If the Loan  Account  Value  exceeds the  Contract  Value less any
applicable  Surrender  Charge on any  Valuation  Day,  the  Contract  will be in
default.  The Owner,  and any  assignee  of record,  will be sent  notice of the
default.  The Owner  will  have a 61-day  grace  period  to submit a  sufficient
payment to avoid  termination  of coverage  under the Contract.  The notice will
specify the amount that must be repaid to prevent termination.

J.      Payment Options

The Contract  offers a variety of ways of receiving  proceeds  payable under the
Contract,  such as on  surrender,  death or maturity,  other than in a lump sum.
These payment  options are  summarized  below.  The Owner may apply  proceeds of
$2,000 or more which are payable  under this  Contract  to any of the  following
options:

1. Option 1 - Interest Payments. Kansas City Life will make interest payments to
the payee annually or monthly as elected.  Interest on the proceeds will be paid
at the  guaranteed  rate of 3.0%  per year and may be  increased  by  additional
interest paid annually. The proceeds and any unpaid interest may be withdrawn in
full at any time.

2. Option 2 -  Installments  of a Specified  Amount.  Kansas City Life will make
annual or monthly  payments  until the  proceeds  plus  interest are fully paid.
Interest on the proceeds  will be paid at the  guaranteed  rate of 3.0% per year
and may be increased by  additional  interest.  The present  value of any unpaid
installments may be withdrawn at any time.

3. Option 3 - Installments For a Specified  Period.  Payment of the proceeds may
be made in equal  annual or monthly  payments  for a specified  number of years.
Interest on the proceeds  will be paid at the  guaranteed  rate of 3.0% per year
and may be increased by  additional  interest.  The present  value of any unpaid
installments may be withdrawn at any time.

4.  Option 4 - Life  Income.  Kansas  City Life will pay an  income  during  the
payee's lifetime.  A minimum guaranteed  payment period may be chosen.  Payments
received  under the  Installment  Refund  Option will  continue  until the total
income payments received equal the proceeds applied.

5.  Option 5 - Joint and  Survivor  Income.  Kansas City Life 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.

6. Minimum Amounts.  Kansas City Life reserves the right to pay the total amount
of the  Contract in one lump sum, if less than $2000.  If payments are less than
$50,  payments  may be made less  frequently  at Kansas City Life's  option.  If
Kansas City Life has available at the time a payment  option is elected  options
or rates on a more  favorable  basis than those  guaranteed,  the more favorable
benefits will apply.

K. Delay in  Redemptions or Transfers  Kansas City Life will  ordinarily pay any
Death Benefit  proceeds,  loan proceeds,  partial  surrender  proceeds,  or full
surrender  proceeds  within seven calendar days after receipt at the Home Office
of all the documents required for such a payment.  Other than the Death Benefit,
which is determined as of the date of death, the amount will be determined as of
the date of receipt of required documents.  However,  Kansas City Life may delay
making a payment  or  processing  a  transfer  request if (1) the New York Stock
Exchange  is closed for other  than a regular  holiday  or  weekend,  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
practicable;  or (2) the SEC by order permits postponement of payment to protect
Kansas City Life's Contract Owners.

L.      Additional No-Fee Transfer  Right
This additional, one-time transfer feature allows the Owner to transfer all or a
portion of the Variable  Account Value to the Fixed Account and Kansas City Life
will make this transfer  without  applying the transfer  processing fee (even if
the Owner has 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.

M.      Maturity Benefit
The Maturity Date is the Contract Anniversary an or next following the Insured's
95th  birthday.  If the  Contract is still in force on the  Maturity  Date,  the
Maturity  Benefit will be paid to you. The Maturity Benefit is equal to the Cash
Surrender Value on the Maturity Date.

APPENDIX A
On the Allocation Date, Kansas City Life will deduct Monthly  Deductions for the
Contract Date and each Monthly  Anniversary  Day that have occurred prior to the
Allocation Date.  Subsequent  Monthly Deductions will be made as of each Monthly
Anniversary Day thereafter.  The Contract Date is the date used to determine the
Monthly Anniversary Day. The Monthly Deduction consists of (1) cost of insurance
charges,  (2)  administration  fees (the "Monthly Expense Charge"),  and (3) any
charges  for  supplemental  and/or  rider  benefits.  The Monthly  Deduction  is
deducted  from the Variable  Accounts and Fixed Account pro rata on the basis of
the portion of Contract Value in each account on the Monthly Anniversary Day.

Cost of  Insurance  Charge.  This  charge  compensates  Kansas City Life for the
expense of providing insurance coverage. Kansas City Life may make a profit from
this charge. Any profit may be used to finance distribution expenses. The charge
depends  on a number of  variables  and  therefore  will vary from  Contract  to
Contract and from Monthly  Anniversary Day to Monthly  Anniversary  Day. For any
Contract,  the cost of insurance on a Monthly  Anniversary  Day is calculated by
multiplying the current cost of insurance rate for the Insured by the net amount
at risk on that Monthly Anniversary Day.

The net amount at risk on a Monthly  Anniversary  Day is the difference  between
the Death Benefit, discounted with one month of interest and the Contract Value,
as  calculated  on that  Monthly  Anniversary  Day before the cost of  insurance
charge is taken.  The interest  rate used to discount  the Death  Benefit is the
current  interest  rate that is being  credited on portions of any Net  Premiums
that are allocated to the Fixed Account as of 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,  level of  specified  amount,  number of completed
Contract Years, and risk class,  and therefore varies from time to time.  Kansas
City  Life  currently  places  Insureds  in  the  following  classes,  based  on
underwriting:  Standard Smoker,  Standard Nonsmoker,  or Preferred Nonsmoker. An
Insured  may be placed in a  substandard  risk  class,  which  involves a higher
mortality risk than the Standard Smoker or Standard Nonsmoker classes.  Standard
Nonsmoker rates are available for Issue Ages 0-80. Standard Smoker and Preferred
Nonsmoker  rates are available for Issue Ages 15-80.  Contracts with a specified
amount of $500,000 and above  currently  are subject to a lower level of cost of
insurance charges.

The  cost  of  insurance  rate  for an  increase  in  Specified  Amount  will be
determined on each Monthly  Anniversary  Day and is based on the Insured's  Age,
sex, number of completed Contract Years, and risk class.

Kansas City Life  places the Insured in a risk class when the  Contract is given
underwriting  approval,   based  on  Kansas  City  Life's  underwriting  of  the
application. When an increase in Specified Amount is requested, Kansas City Life
conducts  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, the
lower rates will apply to the entire Specified Amount. If the risk class for the
increase has higher cost of insurance rates than the existing class,  the higher
rates will apply only to the increase in Specified Amount, and the existing risk
class will continue to apply to the existing Specified Amount.

Kansas City Life does not  conduct  underwriting  for an  increase in  Specified
Amount if the increase is requested as part of a conversion from a term contract
or on exercise of the Option to Increase the Specified Amount Rider. In the case
of a term conversion,  the risk class that applies to the increase will be 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 will be the class in effect on the initial Specified Amount at the time
that the increase is elected.

The net amount at risk associated with a Specified Amount increase is determined
by 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 is
attributed to the Specified  Amount  increase.  The remaining  percentage of the
Contract's  total net amount at risk is  attributed  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 40% of the total net
amount at risk is attributed to the Specified Amount  increase.) On each Monthly
Anniversary  Day, the net amount at risk used 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.

Kansas City Life  guarantees  that the cost of insurance rates used to calculate
the  monthly  cost of  insurance  charge  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.

Kansas  City  Life's  current  cost of  insurance  rates  may be less  than  the
guaranteed  rates that are set forth in the Contract.  Current cost of insurance
rates will be determined  based on Kansas City Life's  expectations as to future
mortality experience. These rates may change from time to time.

Monthly  Expense  Charge.  Kansas  City Life will begin  deducting  the  Monthly
Expense  Charge from the  Contract  Value as of the Contract  Date.  Thereafter,
Kansas City Life will deduct a Monthly Expense Charge from the Contract Value 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 which applies in all
years. The maintenance charge is guaranteed not to exceed $6.00.

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

The Monthly Expense Charge  reimburses Kansas City Life for expenses incurred in
the  administration  of the  Contracts and the Variable  Account.  Such expenses
include  but  are  not  limited  to:  underwriting  and  issuing  the  Contract,
confirmations,  annual reports and account  statements,  maintenance of Contract
records,  maintenance  of Variable  Account  records,  administrative  personnel
costs, mailing costs, data processing costs, legal fees, accounting fees, filing
fees, the costs of other services necessary for Contract Owner servicing and all
accounting, valuation, regulatory and updating requirements.

Reduced Charges for Eligible Groups
The charges otherwise applicable may be reduced with respect to Contracts issued
to a class of associated individuals or to a trustee, employer or similar entity
where  Kansas City Life  anticipates  that the sales to the members of the class
will  result  in lower  than  normal  sales or  administrative  expenses.  These
reductions  will be made in  accordance  with our rules in effect at the time of
the application for a Contract.  The factors we will consider in determining the
eligibility  of a  particular  group for  reduced  charges  and the level of the
reduction are as follows:  the nature of the association  and it  organizational
framework,  the method by which  sales will be made to the members of the class,
the  facility  with  which  premiums  will  be  collected  from  the  associated
individuals  and the  association  capabilities  with respect to  administrative
tasks,  the  anticipated  persistency of the Contract,  the size of the class of
associated  individuals and the number of years it has been in existence and any
other such  circumstances  which justify a reduction in sales or  administrative
expenses.  Any  reduction  will be  reasonable  and will apply  uniformly to all
prospective   Contract   purchases  in  the  class  and  will  not  be  unfairly
discriminatory to the interest of any Contract holder.

Supplemental and/or Rider Benefits
The following  supplemental and/or rider benefits are available and may be added
to the Owner's  Contract.  Monthly charges for these benefits and/or riders will
be deducted from the Owner's  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.

          Accidental  Death Benefit (ADB) Issue Ages:  0-60 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 bythe 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.

          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.

          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 is requested by the Owner.  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.

          Accelerated Death  Benefit/Living  Benefits Rider (LBR) Issue Ages: No
          age limitations  This rider provides you the opportunity to receive an
          accelerated  payment of all or part of 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.

          Under both  options the Death  Benefit and  associated  values will be
          reduced at the time the benefit is initially calculated.


          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.

          When you  request an  acceleration  of a portion of the Death  Benefit
          under this  rider you may  direct  how we deduct the amount  from your
          Contract Value in the Subaccounts and Fixed Account. If you provide no
          directions,  we will  deduct the  payment  amount  from your  Contract
          /Values in the Subaccounts and Fixed Account on a pro rata basis. (See
          "Minimum Guaranteed and Current Interest Rates," page 23.)

          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 advisor
          before electing to receive this benefit.

          There is no charge for this rider.

Bonus on Contract  Value in the Variable  Account
A bonus may be credited to theContract 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  Contract  Value in each  Subaccount  of the  Variable
Account at the end of each Contract  Month.  This bonus is not  guaranteed,  and
Kansas City Life may decide not to pay the bonus.




Exhibit 2

April 24, 2000

Kansas City Life Insurance Company
3520 Broadway
Kansas City, MO  64111-2565

Re:  Registration Statement

To Whom It May Concern:

In connection with the proposed  registration  under the Securities Act of 1933,
as amended,  of individual  variable life insurance  contracts (the "Contracts")
and  interests  in the Kansas City Life  Variable  Life  Separate  Account  (the
"Separate Account"), I have examined the documents relating to the establishment
of the Separate  Account by the Board of Directors of Kansas City Life Insurance
Company (the "Company") as a separate account for assets  applicable to variable
life insurance contracts, pursuant to Section 376.309 RSMo., as amended, and the
Registration Statement, on Form S-6 (the "Registration  Statement"),  and I have
examined  such  other  documents  and  reviewed  such  matters  of law as I deem
necessary for this opinion, and I advise you that in my opinion:

1.   The Separate  Account is a separate account of the Company duly created and
     validly existing pursuant to the laws of the State of Missouri.

2.  The Contracts,  when issued in accordance with the Prospectus constituting a
    part of the Registration Statement and upon compliance with applicable local
    law, will be legal and binding obligations of the Company in accordance with
    their respective terms.

3.  The portion of the assets held in the Separate Account equal to reserves and
    other  contract  liabilities  with respect to the  Separate  Account are not
    chargeable  with  liabilities  arising out of any other business the Company
    may conduct.

I consent  to the  filing of this  opinion  as an  exhibit  to the  Registration
Statement  and the use of my name  under  the  heading  "Legal  Matters"  in the
Prospectus  constituting  a  part  of  the  Registration  Statement  and  to the
references to me wherever appearing herein.

Yours very truly,




/s/C. John Malacarne
C. John Malacarne

CJM/jp

Exhibit 6
Actuarial Opinion

In my  capacity  as Vice  President  and  Actuary of Kansas City Life
Insurance Company, I have provided actuarial advice concerning:

The preparation of Post-Effective  Amendment No. 6 to the registration statement
on Form  S-6,  filed  with the  Securities  and  Exchange  Commission  under the
Securities Act of 1933, as amended,  with respect to flexible  premium  variable
life insurance contract (the "Registration Statement") and

The  preparation  on  contract  forms for the  flexible  premium  variable  life
insurance contracts described in the Registration Statement (the "Contract").

It is my professional opinion that:
The illustrations of death benefits,  account values,  net cash surrender values
and accumulated  premiums in the Prospectus,  based on the assumptions stated in
the illustrations, are consistent with the provisions of the Contracts. The rate
structure of the  Contracts  has not been  designed as to make the  relationship
between  premiums  and  benefits,  as shown in the  illustrations,  appear to be
correspondingly more favorable to prospective  purchasers of Contracts age 35 in
the underwriting classes illustrated than to prospective purchasers of Contracts
at other ages or underwriting classes.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement  and  to  the  use of my  name  under  the  heading  "Experts"  in the
Prospectus.

Sincerely,


/s/ Mark A. Milton
Mark A. Milton, FSA, MAAA
Vice President and Actuary
Kansas City Life Insurance Company






                                                  Exhibit 7(a)


                        Consent of Independent Auditors

We consent to the reference to our firm under the caption  "Experts," to the use
of our report dated January 24, 2000, with respect to the consolidated financial
statements  of Kansas City Life  Insurance  Company and to the use of our report
dated March 31, 2000 with  respect to the  financial  statements  of Kansas City
Life Variable Life Separate Account,  included in the  Post-Effective  Amendment
No.  6  to  the  Registration   Statement  under  the  Securities  Act  of  1933
(Registration  No.33-95354) on Form S-6 and the related Prospectus of Century II
Variable Universal Life.


                                             /s/Ernst & Young LLP
                                              Ernst & Young LLP

Kansas City, Missouri
April 25, 2000








Exhibit 7 (b)
Consent of Sutherland, Asbill & Brennan

April 27, 2000

Board of Directors
Kansas City Life Insurance Company
3520 Broadway
Kansas City, MO  64141-6139

Re:  Kansas City Life Variable Life Separate Account

Ladies and Gentlemen:

     We hereby  consent to the  reference  to our name under the caption  "Legal
Matters" in the Prospectus  filed as part of  Post-Effective  Amendment No. 6 to
the  registration  statement  on Form S-6 for  Kansas  City Life  Variable  Life
Separate Account (File No.  33-95354).  In giving this consent,  we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.

Very truly yours,

SUTHERLAND, ASBILL & BRENNAN LLP

By: /s/ Stephen E. Roth
Stephen E. Roth



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