Registration No. ___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM N-6


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


        PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT


                                711 High Street
                             Des Moines, Iowa 50309
              (Address of Depositor's Principal Executive Offices)

                                 Traci L. Weldon
                        Principal Life Insurance Company
                                711 High Street
                             Des Moines, Iowa 50309
                    (Name and Address of agent for service

- --------------------------------------------------------------------------------
           Telephone Number, Including Area Code: (515) 247-5111
- --------------------------------------------------------------------------------

                   Please send copies of all communications to

                                 J. SUMNER JONES
                                 Jones & Blouch
                       1025 Thomas Jefferson Street, N.W.
                            Washington, DC 20007-0805
                       ----------------------------------

Title and Amount of Securities: Survivorship Flexible Premium Variable Universal
Life Insurance Policy.  (Pursuant to Rule 24F-2 under the Investment Company Act
of 1940,  the Registrant  elects to register an indefinite  amount of securities
being registered.)

Amount of Filing Fee:    No fee required.

Approximate date of proposed public offering:  As soon as practicable  after the
effective date of the Registration Statement.

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

The Registrant hereby amends its Registration Statement under the Securities Act
of 1933 on such date or dates as may be  necessary to delay its  effective  date
until the Registrant shall file a further  amendment which  specifically  states
that this Registration Statement shall thereafter become effective in accordance
with  Section  8(a) of the  Securities  Act of 1933 or until  this  Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.

                        PRINCIPAL LIFE INSURANCE COMPANY
                         VARIABLE LIFE SEPARATE ACCOUNT

                       Registration Statement on Form S-6
                              Cross Reference Sheet

    Items of
   Form N-8B-2               Captions in Prospectus

        1..............  Cover Page

        2..............  Cover Page

        3..............  Not Applicable

        4..............  Distribution of the Policy

        5..............  Principal Life Insurance Company Variable Life
                         Separate Account

        6(a)...........  Not Applicable

        6(b)...........  Not Applicable

        7..............  Not Required

        8..............  Not Required

        9..............  Legal Proceedings

        10(a)..........  Ownership, Beneficiary, Assignment

        10(b)..........  Calculation of Accumulated Value; Unit Values; Net
                         Investment Factor; Valuations in Connection with a
                         Policy; Participating Policy

        10(c), 10(d)...  Summary (Transfers; Policy Loans; Loan Accounts; 
                         Surrenders, Charges and Deductions; Death Benefits and
                         Proceeds; Maturity Proceeds)
 
        10(e)..........  Summary (Premiums, Termination and Reinstatement);
                         Policy Termination and Reinstatement (Policy
                         Termination; Reinstatement)

        10(f)..........  Other Matters (Voting Rights)

        10(g)(1),
        10(g)(2),
        10(h)(1),
        10(h)(2).......  Principal Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments)

        10(g)(3),
        10(g)(4),
        10(h)(3),
        10(h)(4).......  Not Applicable

        10(i)..........  Principal Life Insurance Company Variable Life
                         Separate Account, The Policy (Policy Values); General 
                         Provisions (Addition, Deletion or Substitution of 
                         Investments); General Provisions (Optional Insurance 
                         Benefits); Federal Tax Matters

        11.............  Principal Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments)

        12(a)..........  Cover page

        12(b)..........  Not Applicable

        12(c)..........  Principal Life Insurance Company Variable Life
                         Separate Account; The Funds

        12(d)..........  Distribution of the Policy

        12(e)..........  Principal Life Insurance Company Variable Life 
                         Separate Account

        13(a)..........  Principal Life Insurance Company Variable Life
                         Separate Account; Charges and Deductions

        13(b), 13(c),
        13(d), 13(e),
        13(f), 13(g)...  Summary (Charges and Deductions); Charges and 
                         Deductions

        14.............  The Policy (To buy a Policy); Distribution of the 
                         Policy

        15.............  Summary (Premiums); The Policy (Payment of Premiums; 
                         Premium Limitations; Allocation of Premiums)

        16.............  Summary (The Policy); Principal Life Insurance Company 
                         Variable Life Separate Account; The Policy (Policy 
                         Values); General Provisions (Addition, Deletion or 
                         Substitution of Investments)

        17(a), 17(b),
        17(c)..........  Captions referenced under Items 10(c), 10(d), 10(e),
                         and 10(i) above

        18(a)..........  Summary (Policy Value); The Policy (Policy Values)

        18(b)..........  Summary (Policy Value); The Policy (Policy Values)

        18(c)..........  Summary (Policy Loans); The Policy (Policy Values; 
                         Policy Loans; Loan Account)

        18(d)..........  Not Applicable

        19.............  Other Matters (Voting Rights; Statement of Values)

        20(a), 20(b)...  Principal Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion or Substitution of Investments); Other
                         Matters (Voting Rights)

        20(c), 20(d),
        20(e), 20(f)...  Not Applicable

        21(a), 21(b)...  Summary (Policy Loans); The Policy (Policy Values; 
                         Policy Loans)

        21(c)..........  Summary (Policy Value; Policy Loans); The Policy 
                         (Policy Values; Policy Loans)

        22.............  General Provisions (The Contract; Incontestability)

        23.............  Not Applicable

        24.............  Summary

        25.............  The Company

        26.............  Summary (Investment Account); The Policy (Investment
                         Account Transfers)

        27.............  The Company

        28.............  Officers and Directors of Principal Life
                         Insurance Company

        29.............  The Company

        30.............  Not Applicable

        31.............  Not Applicable

        32.............  Not Applicable

        33.............  Not Applicable



     Survivorship Flexible Premium Variable Universal Life Insurance Policy

This survivorship flexible premium variable universal life insurance policy (the
"Policy")  offered by this  Prospectus,  is issued by Principal  Life  Insurance
Company (the "Company"). It is designed to provide lifetime insurance protection
and maximum  flexibility with premium  payments and death benefits.  As a policy
owner, you may, within limits, vary the frequency and amount of premium payments
and increase or decrease the face amount of the life insurance benefit under the
Policy. This flexibility allows you to provide for changing life insurance needs
within a single policy.

The Policy provides:

     o   a death benefit payable upon the death of the surviving insured;
     o   policy loans; and
     o   a net surrender value which may be accessed by a partial or total 
         surrender of the Policy.

Policy  values  are  accumulated  on a fixed  basis or vary with the  investment
performance  of the division of the Principal Life  Insurance  Company  Variable
Life Separate  Account  (Separate  Account) to which you have  allocated  policy
values.  Each  division  invests  in an  investment  portfolio  of an  open-end,
management  investment  company (mutual fund). The mutual fund prospectuses that
are  attached  to the  Policy  prospectus  describe  the  investment  objective,
policies and risks of the investment choices. You may choose from:



                                                            
     Principal Variable Contracts Fund, Inc.                      Fidelity Variable Insurance Products Fund II:
         Aggressive Growth Account                                     Contrafund Portfolio
         Asset Allocation Account                                 Fidelity Variable Insurance Products Fund:
         Balanced Account                                              Equity-Income Portfolio
         Bond Account                                             Fidelity Variable Insurance Products Fund:
         Capital Value Account                                         High Income Portfolio
         Government Securities Account                            Putnam Variable Trust Global Asset Allocation Fund
         Growth Account                                           Putnam Variable Trust Vista Fund
         International Account                                    Putnam Variable Trust Voyager Fund
         International SmallCap Account
         MicroCap Account
         MidCap Account
         MidCap Growth Account
         Money Market Account
         Real Estate Account
         SmallCap Account
         SmallCap Growth Account
         SmallCap Value Account
         Stock Index 500 Account
         Utilities Account

As in the case of other life insurance  policies,  it may not be advantageous to
purchase this Policy as a replacement for, or in addition to, existing insurance
coverage.

This Policy is not a deposit or obligation  of, nor is it guaranteed or endorsed
by any bank, credit union,  broker-dealer or other financial institution.  It is
not  federally  insured  by the  Federal  Reserve  Board,  the FDIC or any other
agency.  The contract  involves  investment  risk,  including  possible  loss of
principal.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This prospectus  should be read carefully and retained for future  reference.  A
current  prospectus for each of the mutual funds must accompany this  prospectus
and should be read in conjunction with this prospectus.

               The date of this prospectus is __________________.


                                TABLE OF CONTENTS

GLOSSARY....................................................................   4
SUMMARY.....................................................................   5
     The Policy.............................................................   5
     Premiums...............................................................   6
     Policy Value...........................................................   6
     Investment Account.....................................................   6
     Fixed Account..........................................................   7
     Transfers..............................................................   7
     Policy Loans...........................................................   7
     Loan Account...........................................................   7
     Surrenders.............................................................   7
     Charges and Deductions.................................................   7
     Death Benefits and Proceeds............................................   8
     Maturity Proceeds......................................................   9
     Adjustment Options.....................................................   9
     Termination and Reinstatement..........................................   9
     Ten Day Examination Offer..............................................   9
THE COMPANY.................................................................   9
PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT.............   9
THE FUNDS...................................................................  10
THE POLICY..................................................................  14
     To Buy a Policy........................................................  14
     Payment of Premiums....................................................  14
     Premium Limitations....................................................  15
     Allocation of Premiums.................................................  15
     Ten Day Examination Offer..............................................  15
     Policy Values..........................................................  16
     Investment Account Transfers...........................................  17
     Fixed Account Transfers................................................  17
     Automatic Portfolio Rebalancing (APR)..................................  18
     Policy Loans...........................................................  18
     Loan Account...........................................................  19
     Surrenders.............................................................  19
DEATH BENEFITS AND RIGHTS...................................................  20
     Death Proceeds.........................................................  20
     Death Benefit Options..................................................  20
     Change in Death Benefit Option.........................................  22
     Adjustment Options.....................................................  22
CHARGES AND DEDUCTIONS......................................................  22
     Premium Expense Charge.................................................  23
     Monthly Policy Charge..................................................  23
     Cost of Insurance Charge...............................................  23
     Administration Charge..................................................  24
     Mortality and Expense Risk Charge......................................  24
     Transaction Charge.....................................................  24
     Surrender Charge.......................................................  25
     Other Charges..........................................................  25
THE FIXED ACCOUNT...........................................................  25
POLICY TERMINATION AND REINSTATEMENT........................................  26
     Policy Termination.....................................................  26
Reinstatement...............................................................  27
OTHER MATTERS...............................................................  27
     Voting Rights..........................................................  27
     Statement of Values....................................................  28
     Services Available by Telephone........................................  28
GENERAL PROVISIONS..........................................................  29
     The Contract...........................................................  29
     Optional Insurance Benefits............................................  29
     Misstatement of Age or Gender..........................................  30
     Assignment.............................................................  30
     Ownership..............................................................  30
     Beneficiary............................................................  31
     Benefit Instructions...................................................  31
     Benefit Payment Options................................................  31
     Rights to Exchange Policy..............................................  31
     Non-Participating Policy...............................................  31
     Incontestability.......................................................  31
     Suicide................................................................  32
     Delay of Payments......................................................  32
     Addition, Deletion or Substitution of Investments......................  32
DISTRIBUTION OF THE POLICY..................................................  33
OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION..................  33
OFFICERS AND DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY..................  34
STATE REGULATION............................................................  35
FEDERAL TAX MATTERS.........................................................  35
Tax Status of the Company and the Separate Account..........................  35
     Charges for Taxes......................................................  35
     Diversification Standards..............................................  36
     IRS Definition of Life Insurance.......................................  36
     Modified Endowment Contract Status.....................................  36
     Policy Surrenders and Partial Surrenders...............................  36
     Policy Loans and Loan Interest.........................................  37
     Corporate Alternative Minimum Taxes....................................  37
     Exchange or Assignment of Policies.....................................  37
     Withholding............................................................  37
     Other Tax Issues.......................................................  37
EMPLOYEE BENEFIT PLANS......................................................  37
LEGAL OPINIONS..............................................................  37
LEGAL PROCEEDINGS...........................................................  37
REGISTRATION STATEMENT......................................................  38
OTHER VARIABLE INSURANCE CONTRACTS..........................................  38
     Reservation of Rights..................................................  38
YEAR 2000...................................................................  38
INDEPENDENT AUDITORS........................................................  38
CUSTOMER INQUIRIES..........................................................  38
FINANCIAL STATEMENTS........................................................  38
APPENDIX A..................................................................  39
APPENDIX B TARGET PREMIUMS..................................................  44

The Policy offered by this  prospectus may not be available in all states.  This
prospectus  is not an offer to sell,  or  solicitation  of an offer to buy,  the
Policy in states in which the offer or solicitation may not be lawfully made. No
person is authorized to give any  information or to make any  representation  in
connection with this Policy other than those contained in this prospectus.

GLOSSARY
adjustment  date - the monthly date on or next following the Company's  approval
of a requested adjustment.

attained age - for each  insured,  it is the insured's age on the birthday on or
preceding the last policy anniversary.

business day - any date that the New York Stock Exchange is open for trading and
trading is not restricted.

division - a part of the Separate  Account  which  invests in shares of a mutual
fund.

effective  date - the date on which all  requirements  for  issuance of a Policy
have been satisfied.

Fixed Account - that part of the policy value that reflects value in the General
Account of the Company.

General Account - assets of the Company other than those allocated to any of our
Separate Accounts.

insureds  - the  persons  named as the  "insureds"  on the  application  for the
Policy. The insureds may or may not be the owners.

Investment Account - that part of the policy value that reflects your investment
in one of the divisions of the Separate Account.

Loan Account - that part of the policy value that reflects the value transferred
from the Investment  Account(s)  and/or Fixed Account as collateral for a policy
loan.

monthly date - the day of the month which is the same day as the policy date.
     Example: If the policy date is September 5, 1999, the first monthly date is
     October 5, 1999.

monthly  policy  charge - the amount  subtracted  from the policy  value on each
monthly  date  equal  to the sum of the  cost  of  insurance  and of  additional
benefits  provided  by any rider  plus the  monthly  administration  charge  and
mortality and expense risks charge in effect on the monthly date.

mutual fund - a registered open-end investment company, or a separate investment
account or  portfolio  thereof,  in which a  division  of the  Separate  Account
invests.

net premium - the gross  premium  less the  deductions  for the premium  expense
charge. It is the amount of premium allocated to the Investment  Accounts and/or
Fixed Account.

net surrender  value - policy value minus any surrender  charge minus any policy
loans and unpaid loan interest.

notice - any form of  communication  received in our home office which  provides
the  information  we need which may be in writing  or  another  manner  which we
approve in advance.

owner  - the  person,  including  joint  owner,  who  owns  all the  rights  and
privileges of this contract.

policy  date - the date from  which  monthly  dates,  policy  years  and  policy
anniversaries are determined.

policy value - an amount equal to the Fixed  Account  value plus the  Investment
Account value(s) plus the Loan Account value.

policy year - the  one-year  period  beginning on the policy date and ending one
day before the policy  anniversary and any subsequent one year period  beginning
on a policy anniversary.
     Example:  If the policy date is  September  5, 1999,  the first policy year
     ends on September 4, 2000. The first policy  anniversary falls on September
     5, 2000.

premium  expense charge - the charge  deducted from premium  payments to cover a
sales charge, state and local premium taxes and federal taxes.

prorated  basis - in the  proportion  that the value of a particular  Investment
Account or the Fixed Account bears to the total value of all Investment Accounts
and the Fixed Account.

surrender value - policy value minus any surrender charge.

surviving insured - the insured who is living at the death of the other insured.
If both insureds die simultaneously, then the term "surviving insured" means the
younger of the two insureds.

target  premium - a premium  amount which is used to determine the maximum sales
charge that is included as part of the premium expense charge and any applicable
surrender charge under a Policy. Target premiums are provided in Appendix B.

unit - the  accounting  measure  used to  calculate  the  value of the  Separate
Account divisions.

valuation  date - the date as of which the net asset  value of a mutual  fund is
determined.

valuation  period - the period of time between  determination of net asset value
on one valuation date and the next valuation date.

written request - actual delivery to the Company at our home office of a written
notice or request, signed and dated, on a form we supply or approve.

     Your notices may be mailed to us at:

     Principal Life Insurance Company
     P O Box____________
     Des Moines, Iowa ___________

SUMMARY
This prospectus describes a survivorship flexible variable universal life policy
offered by the Company.  This is a brief summary of the Policy's features.  More
detailed information follows later in this prospectus.

The Policy
The Policy is designed to provide you with:
     o   insurance protection covering two individuals,
     o   a death benefit payable at the death of the surviving insured, and
     o   flexibility in:
         o the amount and  frequency  of premium  payments  (subject  to certain
         limitations), and o the amount of life insurance proceeds payable under
         the Policy.

You may allocate your net premium  payments to divisions of the Separate Account
and/or the Fixed Account.  Currently,  there are twenty-five divisions available
to you.  Not all  divisions  are  available  in all  states.  A current  list of
divisions available in your state may be obtained from a sales representative or
our home office.  Each division invests in shares of an account of a mutual fund
as follows:

Division:                               the division invests in:
- --------                                ------------------------
                                         Principal Variable Contracts Fund, Inc
     Aggressive Growth                        Aggressive Growth Account
     Asset Allocation                         Asset Allocation Account
     Balanced                                 Balanced Account
     Bond                                     Bond Account
     Capital Value                            Capital Value Account
     Government Securities                    Government Securities Account
     Growth                                   Growth Account
     International                            International Account
     International SmallCap                   International SmallCap Account
     MicroCap                                 MicroCap Account
     MidCap                                   MidCap Account
     MidCap Growth                            MidCap Growth Account
     Money Market                             Money Market Account
     Real Estate                              Real Estate Account
     SmallCap                                 SmallCap Account
     SmallCap Growth                          SmallCap Growth Account
     SmallCap Value                           SmallCap Value Account
     Stock Index 500                          Stock Index 500 Account
     Utilities                                Utilities Account
     Fidelity Contrafund                 Fidelity VIP II Contrafund Portfolio
     Fidelity Equity-Income              Fidelity VIP Equity-Income Portfolio
     Fidelity High Income                Fidelity VIP High Income Portfolio
     Putnam Global Asset Allocation      Putnam VT Global Asset Allocation Fund
     Putnam Vista                        Putnam VT Vista Fund
     Putnam Voyager                      Putnam VT Voyager Fund

Premiums
The  Company  guarantees  that the  Policy  will  stay in force if you have paid
enough  premium to meet the grace period  provision (see THE POLICY - Payment of
Premiums).

Your net premiums are allocated to divisions of the Separate  Account and/or the
Fixed  Account.  Your  initial  net  premium is  allocated  to the Money  Market
division at the end of the  valuation  date we receive the  premium.  Twenty-one
days after the effective date of the Policy, the money is reallocated using your
allocation instructions (see THE POLICY - Allocation of Premiums).

Policy Value
Your Policy value is:
     o value(s) of your Investment Account(s) 
     o plus value of your Fixed Account
     o plus value of your Loan Account.

Investment Account
An  Investment  Account  is set up for each  division  to which you  allocate  a
portion of your net premium.  The value of an  Investment  Account  reflects the
investment experience of the division that you choose.

Fixed Account
The Company  guarantees  that net premiums  allocated to the Fixed  Account earn
interest at a guaranteed rate. In no event will the guaranteed  interest rate be
less than 3% compounded annually.

Transfers
You may  transfer  amounts  between  the  Investment  Accounts  and/or the Fixed
Account  subject  to  certain  limitations.  Transfers  in and out of the  Fixed
Account  are  subject to specific  limitations  described  in THE POLICY - Fixed
Account Transfers.

We reserve the right to charge a transfer fee on each unscheduled transfer after
the 12th such  transfer in a policy year.  The fee will not be more than $25 per
unscheduled transfer.

Policy Loans
You may borrow against your policy value any time the Policy has a net surrender
value.  The minimum amount of a loan is $500.

Loan Account
When you take a policy loan, we establish a Loan Account. An amount equal to the
amount  of the  policy  loan  is  transferred  to the  Loan  Account  from  your
Investment Accounts and/or Fixed Account.  Interest is paid on the amount in the
Loan Account.

Surrenders (total and partial)
Total Surrender
     o   You may surrender your Policy and receive the net surrender value.
     o   We calculate the net surrender value as of the date we receive your 
         written request.
     o   A surrender charge is imposed on total  surrenders  within ten years of
         the  policy  date  (another  date  may  apply  if the  Policy  has been
         reinstated or the face amount increased).

Partial Surrender
     o   After the second policy year, you may request a partial surrender of 
         the net surrender value.
     o   The minimum amount of partial surrender is $500.
     o   The total of your partial surrenders during a policy year may not be 
         greater than 75% of the net surrender value (as of the date of the 
         request for the first partial surrender in that policy year).
     o   Surrenders are taken from premiums paid into the Policy on a last-in, 
         first-out basis.
     o   Partial surrenders are limited to no more than two in each policy year.

Charges and Deductions
Premium Expense Charge
Deductions from premiums during each of the first ten years (and with respect to
premiums  made  because of a face  amount  increase,  during the first ten years
after the increase) equal:
     o   sales load of 5.0% of premiums paid which are less than or equal to 
         target premiums (2.0% of premiums in excess of target premiums)
     o   plus 2.20% for state and local taxes 
     o   plus 1.25% for federal taxes.

Deductions  after the  first ten  policy  years  (and  after ten years of a face
     amount  increase)  include:  
     o   sales load of 2.0% of  premiums  paid 
     o   plus 2.20% for state and local taxes 
     o   plus 1.25% for federal taxes.

Surrender Charges
A surrender  charge is imposed on Policy  termination or total surrender  during
the first ten policy  years (and ten years after an increase in the face amount)
(see CHARGES AND DEDUCTIONS - Surrender Charge).

Surrender  charge  percentage.  The  surrender  charge during any policy year is
equal to the number of target  premiums  from the table below  multiplied by the
applicable surrender charge percentage also shown below:

     Joint Equivalent Age (JEA)
          on policy or                                  Number of
         adjustment date                             target premiums
     --------------------------                      ---------------
          75 or less                                      1.00
          76 through 85                                   0.90
          86 or greater                                   0.75

                          Surrender Charge Percentage Table
                          ---------------------------------
     Number of years since policy date               The following percentage of
         and/or the adjustment date                  surrender charge is payable
     ---------------------------------               ---------------------------
                1 through 5                                   100.00%
                6                                              95.24
                7                                              85.71
                8                                              71.43
                9                                              52.38
                10                                             28.57
                11 and later                                   00.00

The surrender  charge on a face amount increase is calculated by multiplying the
increase in target premium due to the face increase by the applicable  number of
target  premiums  from  the  table  above.  This  result  is  multiplied  by the
applicable  surrender charge percentage from the above table to get the increase
in surrender charges for all years.

Monthly Policy Charges
     o   Administration charge:
         o    The current monthly administration charge is $8.00 per month.
         o    An  additional  monthly  administration  charge is  imposed in the
              first ten policy  years (and ten years  after an  increase  in the
              face amount) of $.07 per $1,000 of face amount. The charge of $.07
              per  $1,000 of face  amount is  increased  by $.005 per $1,000 for
              each insured that is classified as a smoker.
     o   Cost of insurance charge.
     o   Mortality and expense risks charge:
         o    in the first nine policy years, 0.80% of your Investment Accounts 
              per year; 
         o    after the ninth policy year, 0.30% of your Investment  Accounts
              per year.
     o   Supplemental benefit rider(s) charge(s).

Other Charges
     o   Transaction charge of the lesser of $25 or 2% of the amount surrendered
         for each partial surrender.  
     o   Investment managementfees and other operating expenses for the fund 
         underlying the Investment Accounts.

Death Benefits and Proceeds
The death proceeds are paid to the  beneficiary(ies)  when the surviving insured
dies.  Death  proceeds are  calculated  as of the date of death of the surviving
insured. The amount of the death proceeds is:
     o   the death  benefit  plus  interest (as explained in DEATH BENEFITS AND
         RIGHTS - Death  Proceeds);  
     o   plus proceeds from any benefit riders on the life of the surviving 
         insured; 
     o   minus  policy  loans  and  unpaid  loan interest; o minus any overdue 
         monthly policy charges.

The  Policy  provides  for two  death  benefit  options - a level  amount  and a
variable amount.  You choose an option on your  application.  Subject to certain
conditions, you may change your option after the Policy has been issued.

Death proceeds are paid in cash or applied under a benefit  payment  option.  We
pay  interest  on the  death  proceeds  from the date of death of the  surviving
insured until the date of payment or application under a benefit payment option.

Maturity Proceeds
If either insured is living on the maturity date, we will pay you (the owner) an
amount  equal  to the  death  proceeds  as  described  above.  The  Policy  then
terminates.  Maturity  proceeds  are paid in cash  lump sum or  applied  under a
benefit payment option.

Adjustment Options
You may send us a written request to increase or decrease the face amount of the
Policy.  No request is approved if the Policy is in a grace period or if monthly
policy charges are being waived under a rider.

The minimum  amount of a face amount  increase is $100,000 and is subject to our
underwriting guidelines in effect at the time you request the increase.

You may only request a decrease in face amount:
     o   after the second policy anniversary, and
     o   if the request does not decrease the face amount below $100,000.

Termination and Reinstatement
The Policy terminates when:
     o   you make a total policy surrender;
     o   death proceeds are paid;
     o   maturity proceeds are paid; or
     o   you do not make planned periodic premium payment or additional  premium
         payments (after the expiration of a 61-day grace period).

Subject  to certain  conditions,  you may  reinstate  a Policy  that  terminated
because insufficient values.

Ten Day Examination Offer (Free-look Provision)
     o   You may return the Policy during the  free-look  period that is 
         generally 10 days but may be  longer  in  certain  states.  
     o   We  return  either  all premiums  paid or the policy  value,  whichever
         is required by  applicable state law.

THE COMPANY
The Company is a stock life insurance company with its home office at: Principal
Financial Group,  Des Moines,  Iowa 50306. It is authorized to transact life and
annuity  business in all of the United States and the District of Columbia.  The
Company is a wholly owned subsidiary of a mutual insurance holding company named
"Principal Mutual Holding Company."

In 1879, the Company was incorporated  under Iowa law as a mutual life insurance
company  named  Bankers  Life  Association.  It changed its name to Bankers Life
Company in 1911 and then to Principal Mutual Life Insurance Company in 1986. The
name change to Principal Life Insurance Company and reorganization into a mutual
holding company structure took place in 1998.

PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
The Separate Account was established  under Iowa law on November 2, 1987. It was
then  registered as a unit  investment  trust with the  Securities  and Exchange
Commission  ("SEC").  This  registration does not involve SEC supervision of the
investments or investment policies of the Separate Account.

The income, gains, and losses,  whether or not realized, of the Separate Account
are credited to or charged against the Separate  Account without regard to other
income,  gains, or losses of the Company.  Obligations  arising from the Policy,
including the promise to make benefit option payments, are our general corporate
obligations.  However,  the Policy  provides  that the  portion of the  Separate
Account's  assets equal to the reserves and other  liabilities  under the Policy
are not charged with any  liabilities  arising out of any other  business of the
Company.

There currently are twenty-five  divisions in the Separate Account  available to
you. The assets of each division invest in a  corresponding  account of a mutual
fund.  New  accounts  may be added  and  made  available.  Accounts  may also be
eliminated from the Separate Account.

THE FUNDS
The funds are mutual funds registered  under the Investment  Company Act of 1940
as open-end diversified  management investment companies.  The funds provide the
investment  vehicle for the Separate  Account.  A full description of the funds,
their investment objectives, policies and restrictions, charges and expenses and
other operational  information is contained in the attached  prospectuses (which
should be read carefully before investing). Additional copies of these documents
are available from a sales representative or our home office.

The following is a brief summary of the investment objectives of each division:



       Division               Division Invests In               Investment Advisor                      Investment Objective
       --------               -------------------               ------------------                      --------------------
                                                                                 
Aggressive Growth        Aggressive Growth Account     Morgan Stanley through a            to provide long-term capital appreciation
                                                       sub-advisory agreement              by investing primarily in growth-oriented
                                                                                           common stocks of medium and large 
                                                                                           capitalization U.S. corporations and, to 
                                                                                           a limited extent, foreign corporations.

Asset Allocation         Asset Allocation Account      Morgan Stanley through a            to generate a total investment return
                                                       sub-advisory agreement              consistent with the preservation of 
                                                                                           capital. The Account intends to pursue a 
                                                                                           flexible investment policy in seeking to 
                                                                                           achieve this investment objective.

Balanced                 Balanced Account              Invista Capital Management, Inc.    to generate a total return consisting of
                                                       through a sub-advisory agreement    current income and capital appreciation 
                                                                                           while assuming reasonable risks in 
                                                                                           furtherance of this objective.

Bond                     Bond Account                  Principal Life Insurance Company    to provide as high a level of income as
                                                                                           is consistent with preservation of 
                                                                                           capital and prudent investment risk.

Capital Value            Capital Value Account         Invista Capital Management, Inc.    to provide long-term capital appreciation
                                                       through a sub-advisory agreement    and secondarily is growth of investment 
                                                                                           income. The Account seeks to achieve its 
                                                                                           investment objectives through the 
                                                                                           purchase primarily of common stocks, but 
                                                                                           the Account may invest in other 
                                                                                           securities.

Government Securities    Government Securities         Invista Capital Management, Inc.    to seek a high level of current income,
                         Account                       through a sub-advisory agreement    liquidity and safety of principal. The 
                                                                                           Account seeks to achieve its objective 
                                                                                           through the purchase of obligations 
                                                                                           issued or guaranteed by the United States
                                                                                           Government or its agencies, with emphasis
                                                                                           on Government National Mortgage 
                                                                                           Association Certificates ("GNMA 
                                                                                           Certificates"). Account shares are not 
                                                                                           guaranteed by the United States 
                                                                                           Government.

Growth                   Growth Account                Invista Capital Management, Inc.    to seek growth of capital. The Account 
                                                       through a sub-advisory agreement    seeks to achieve its objective through 
                                                                                           the purchase primarily of common stocks, 
                                                                                           but the Account may invest in other 
                                                                                           securities.

International            International Account         Invista Capital Management, Inc.    to seek long-term growth of capital by
                                                       through a sub-advisory agreement    investing in a portfolio of equity
                                                                                           securities domiciled in any of the 
                                                                                           nations of the world.

International SmallCap   International SmallCap        Invista Capital Management, Inc.    seeks long-term growth of capital. The
                         Account                       through a sub-advisory agreement    Account will attempt to achieve its 
                                                                                           objective by investing primarily in 
                                                                                           equity securities of non-United States 
                                                                                           companies with comparatively smaller 
                                                                                           market capitalizations.

MicroCap                 MicroCap Account              Goldman Sachs Asset                 seeks long-term growth of capital. The
                                                       Management through a                Account will attempt to achieve its
                                                       sub-advisory agreement              objective by investing primarily in value
                                                                                           and growth oriented companies with small 
                                                                                           market capitalizations, generally less 
                                                                                           than $700 million.

MidCap                   MidCap Account                Invista Capital Management, Inc.    to achieve capital appreciation by 
                                                       through a sub-advisory agreement    investing primarily in securities of 
                                                                                           emerging and other growth-oriented 
                                                                                           companies.

MidCap Growth            MidCap Growth Account         Dreyfus Corporation through a       seeks long-term growth of capital. The
                                                       sub-advisory agreement              Account will attempt to achieve its
                                                                                           objective by investing primarily in 
                                                                                           growth stocks of companies with market 
                                                                                           capitalizations in the $1 billion to $10 
                                                                                           billion range.

Money Market             Money Market Account          Principal Life Insurance Company    to seek as high a level of current income
                                                                                           available from short-term securities as 
                                                                                           is considered consistent with 
                                                                                           preservation of principal and maintenance
                                                                                           of liquidity by investing all of its 
                                                                                           assets in a portfolio of money market 
                                                                                           instruments.

Real Estate              Real Estate Account           Principal Life Insurance Company    seeks to generate a high total return.
                                                                                           The Account will attempt to achieve its
                                                                                           objective by investing primarily in 
                                                                                           equity securities of companies 
                                                                                           principally engaged in the real estate 
                                                                                           industry.

SmallCap                 SmallCap Account              Invista Capital Management, Inc.    seeks long-term growth of capital. The
                                                       through a sub-advisory agreement    Account will attempt to achieve its 
                                                                                           objective by investing primarily in 
                                                                                           equity securities of both growth and 
                                                                                           value oriented companies with 
                                                                                           comparatively smaller market 
                                                                                           capitalizations.

SmallCap Growth          SmallCap Growth Account       Berger Associates through a         seeks long-term growth of capital. The
                                                       sub-advisory agreement              Account will attempt to achieve its
                                                                                           objective by investing primarily in
                                                                                           equity securities of small growth 
                                                                                           companies with market capitalization of 
                                                                                           less than $1 billion.

SmallCap Value           SmallCap Value Account        JP Morgan Asset Management, Inc.    seeks  long-term growth of capital. The 
                                                       through a sub-advisory agreement    Account will attempt to achieve its 
                                                                                           objective by investing primarily in
                                                                                           equity securities of small growth 
                                                                                           companies with value characteristics and 
                                                                                           market capitalizations of less than 
                                                                                           $1 billion.

Stock Index 500          Stock Index 500               Invista Capital Management, Inc.    seeks long-term growth of capital. The
                         Account                       through a sub-advisory agreement    Account attempts to mirror the investment
                                                                                           results of the Standard & Poor's Stock 
                                                                                           Index.

Utilities                Utilities Account;            Invista Capital Management, Inc.    seeks to provide  current income and
                                                       through a sub-advisory agreement    long-term growth of income and capital. 
                                                                                           The Account will attempt to achieve its
                                                                                           objective by investing primarily in
                                                                                           equity  and  fix-income securities of 
                                                                                           companies in the public utilities 
                                                                                           industry.

Fidelity Contrafund      Fidelity VIP II Contrafund    Fidelity Management and             seeks long-term capital appreciation.
                         Portfolio                     Research Company


Fidelity                 Fidelity VIP Equity-Income    Fidelity Management and             seeks   reasonable   income  by  
Equity-Income            Portfolio                     Research Company                    investing primarily in income-producing 
                                                                                           equity securities.

Fidelity High Income     Fidelity VIP High Income      Fidelity Management and             seeks a high  level of  current income by
                         Portfolio                     Research Company                    investing primarily in high yielding, 
                                                                                           lower quality, fixed income securities, 
                                                                                           while also considering growth of capital.

Putnam Global Asset      Putnam VT Global Asset        Putnam Investment                   seeks a high  level  of  long-term  total
Allocation               Allocation Fund               Management, Inc.                    return consistent with preservation of 
                                                                                           capital.

Putnam Vista             Putnam VT Vista Fund          Putnam Investment                   seeks capital appreciation.
                                                       Management, Inc.

Putnam Voyager           Putnam VT Voyager Fund        Putnam Investment                   seeks capital appreciation.
                                                       Management, Inc.


Principal  Management  Corporation (the "Manager") has executed  agreements with
various  sub-advisors.  Under those  sub-advisory  agreements,  the  sub-advisor
agrees to assume the obligations of the Manager to provide  investment  advisory
services for a specific Account. For these services,  each sub-advisor is paid a
fee by the Manager.

         Account:  Balanced,  Capital  Value,  Government  Securities,   Growth,
         International,  International SmallCap,  MidCap,  SmallCap, Stock Index
         500 and Utilities 
         Sub-Advisor:  Invista Capital Management,  Inc. Invista is a subsidiary
         of Principal Life  Insurance  Company that makes it an affiliate of the
         Manager.  Invista has managed investments for institutional  investors,
         including  Principal  Life,  since 1985.  As of December 31,  1998,  it
         managed assets of approximately $_______ billion.  Invista's address is
         1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.

         Account: Aggressive Growth and Asset Allocation
         Sub-Advisor:  Morgan  Stanley Dean Witter  Investment  Management  Inc.
         MSAM, with principal offices at 1221 Avenue of the Americas,  New York,
         NY 10020,  provides a broad range of portfolio  management  services to
         customers  in the U.S. and abroad.  At December 31, 1998,  MSAM managed
         investments   totaling   approximately   $_____   billion,    including
         approximately  $_____  billion  under  active  management  and  $______
         billion as Named Fiduciary or Fiduciary Advisor.

         Account: MicroCap
         Sub-Advisor:  Goldman Sachs Asset Management. Goldman Sach's address is
         1 New York Plaza,  42nd  Floor,  New York,  NY 10004.  It is a separate
         operating division of Goldman,  Sachs & Co. ("Goldman Sachs").  Goldman
         Sachs provides a wide range of fully discretionary  investment advisory
         services   quantitatively   driven  and   active   managed   U.S.   and
         international   equity   portfolios,   U.S.  and  global  fixed  income
         portfolios,  commodity and currency  products,  and money market mutual
         funds.

         Account: MidCap Growth
         Sub-Advisor:  The Dreyfus Corporation,  located at 200 Park Avenue, New
         York,  NY 10166,  was  formed in 1947.  The  Dreyfus  Corporation  is a
         wholly-owned  subsidiary of Mellon Bank,  N.A.  which is a wholly-owned
         subsidiary  of Mellon  Bank  Corporation.  As of  ________  the Dreyfus
         Corporation  managed  or  administered  approximately  $___  billion in
         assets for approximately _____ million investor accounts nationwide.

         Account: SmallCap Growth
         Sub-Advisor:  Berger  Associates.  Berger's  address is 210  University
         Boulevard,  Suite  900,  Denver,  CO 80206.  It  serves  as  investment
         advisor,  sub-advisor,  administrator  or  sub-administrator  to mutual
         funds and  institutional  investors.  Kansas City Southern  Industries,
         Inc.  ("KCSI")  owns  approximately  87% of Berger.  KCSI is a publicly
         traded   holding   company   with   principal    operations   in   rail
         transportation, through its subsidiary the Kansas City Southern Railway
         Company, and financial asset management businesses.

         Account: SmallCap Value
         Sub-Advisor:  J.P.  Morgan Asset  Management.  Morgan,  with  principal
         offices  at 522  Fifth  Avenue,  New York,  NY 10036 is a  wholly-owned
         subsidiary of J.P.  Morgan & Co.  Incorporated  ("J.P.  Morgan") a bank
         holding   company.   J.P.   Morgan,   through   Morgan  and  its  other
         subsidiaries,   offers  a  wide  range  of  services  to  governmental,
         institutional,   corporate  and   individual   customers  and  acts  as
         investment  advisory to individual and institutional  customers.  As of
         December 31, 1998, J.P. Morgan and its  subsidiaries had total combined
         assets under management of approximately $_____ billion.

The Company  purchases  and sells fund shares for the Separate  Account at their
net asset value without any sales or redemption charge. The Separate Account has
divisions that correspond to interests in the Investment Accounts. The assets of
each Investment  Account are separate from the others.  An Investment  Account's
performance has no effect on the investment  performance of any other Investment
Account.

The annual  expenses of  Investment  Accounts  (as a  percentage  of average net
assets) as of December 31, 1998 were:
                                    Management       Other        Total Account
                     Account           Fees        Expenses      Annual Expenses
                     -------        ---------      --------      ---------------
         Aggressive Growth  
         Asset  Allocation   
         Balanced  
         Bond  
         Capital Value
         Government Securities  
         Growth  
         International   
         International SmallCap
         MicroCap  
         MidCap 
         MidCap Growth 
         Money Market  
         Real Estate  
         SmallCap
         SmallCap Growth  
         SmallCap Value  
         Stock Index 500 
         Utilities  
         Fidelity Contrafund 
         Fidelity Equity-Income 
         Fidelity High Income
         Putnam Global Asset Allocation
         Putnam Vista
         Putnam Voyager

THE POLICY
The  descriptions  that follow are based on provisions of the Policy  offered by
this prospectus.

To Buy a Policy
A completed application and required supplements must be submitted to us through
an agent or broker selling the Policy.

The minimum  face  amount of a Policy when  originally  issued is  $100,000.  We
reserve the right to increase or decrease the minimum face amount.

To issue a Policy, we require at least one insured to be age 85 or younger as of
the policy date. Neither insured may be older than age 90 as of the policy date.
Other underwriting restrictions may apply.

Applicants for the Policy must:
     o   furnish  satisfactory  evidence of insurability  of both insureds,  and
     o   meet our insurance underwriting guidelines and suitability rules.

If you  want  insurance  coverage  to  start  at the  time  the  application  is
submitted,  you must send a payment  of at least the  required  minimum  initial
premium amount with your completed  application.  The required  minimum  initial
premium amount is shown on the policy illustration.  If this amount is submitted
with the  application,  a  conditional  receipt  is given  to you.  The  receipt
acknowledges the initial payment and details any interim  conditional  insurance
coverage.

We  reserve  the  right to reject  any  application  or  related  premium  if we
determine that our underwriting guidelines, suitability rules or procedures have
not been met.

Policy Date
If we issue a Policy, a policy date is determined.  Policies may not be dated on
the 29th,  30th or 31st of any month.  Your  policy date is shown on the current
data pages.

Upon specific request and our approval, your Policy may be backdated. The policy
date may not be more  than six  months  prior  to the  date of  application  (or
shorter period if required by state law).  Payment of minimum monthly premium is
required for the backdated period.  Monthly policy charges are deducted from the
policy value for the backdated period.

Effective Date
The policy date and the effective date are the same unless:
     o   a backdated policy date is requested, or
     o   a Policy is applied for on a COD basis or the application was not 
         accompanied by a payment of at least the minimum monthly premium, or
     o   additional  premiums  are required  (the  effective date is the date we
         receive,  review  and  accept  the  required  premium),  or  
     o   application amendments are required (the effective date is the date we 
         receive, review and accept amendments).

The  insurance  coverage  does not take effect  until you  actually  receive the
Policy.  If both  insureds  were to die before the owner  actually  receives the
Policy,  there is no coverage  under the Policy  (coverage is determined  solely
under the terms of conditional receipt, if any).

Payment of Premiums
The amount and frequency of your premium  payments affects the policy value, the
net surrender value and how long the Policy remains in force.  After the initial
premium,  you may determine the amount and timing of subsequent premium payments
within certain restrictions. The minimum monthly premium is shown on the current
data pages for your Policy. You must pay premiums to us at our home office.

If the net surrender  value on any monthly date is less than the monthly  policy
charge,  a 61-day  grace  period  begins.  However,  during  the first 60 policy
months, the Policy will stay in force if (a minus b) is greater than or equal to
(c) where:
     o   (a) is the sum of the premiums paid;
     o   (b) is the  sum of all  existing  policy  loans,  unpaid loan interest,
         partial  surrenders and  transaction  charges;  and 
     o   (c) is the sum of the
         minimum monthly premiums since the policy date to the most recent
         monthly date.

After the first 60 policy  months,  making  premium  payments under your planned
periodic premium schedule does not guarantee that your Policy will stay in force
unless:
     o   your Policy's net surrender value is at least equal to the monthly 
         policy charge on the current monthly date, or 
     o   the death benefit  guarantee rider is in effect.

We send premium reminder  notices to you if you establish an annual,  semiannual
or quarterly premium payment schedule.  Preauthorized  withdrawals may be set up
on a monthly basis (to allow us to  automatically  deduct premium  payments from
your  checking  or other  financial  institution  account).  You may  also  make
unscheduled  payments  to us at our home office or by payroll  deduction  (where
permitted by state law and approved by us).

Premium Limitations
In no event may the total of all premiums paid, both scheduled and  unscheduled,
be more than the current  maximum  premium  payments  allowed for life insurance
under the Internal Revenue Code (the "Code"). If you make a premium payment that
would result in total premiums more than the current maximum limitation, we only
accept that portion of the payment that makes total  premiums equal the maximum.
Any excess will be returned and no further  premiums are accepted  until allowed
by the current maximum premium limitations.

Allocation of Premiums
Your initial net premium (and other  premiums we receive  prior to the effective
date and twenty days after the effective date) are allocated to the Money Market
division at the end of the  valuation  date we receive the  premium.  Twenty-one
days after the effective  date, the money is reallocated to the divisions of the
Separate Account and/or to the Fixed Account according to your instructions.  If
the twenty-first day is not a business day, the transfer will occur on the first
business day following the twenty-first day from the effective date.

         Example:    The effective date of your policy is February 1st. Your net
                     premium is allocated  to the Money  Market  division at the
                     end of the valuation period we receive the premium.  At the
                     close of  business  on  February  21st,  the net premium is
                     reallocated to the Investment  Account and/or Fixed Account
                     that you selected.

Premium  payments  received  after the  twenty-day  period are  allocated to the
Investment Accounts or to the Fixed Account according to your instructions.  For
each division and the Fixed Account, the allocation percentage must be zero or a
whole  number  not  less  than 10.  The  total  of all the  percentages  for the
divisions and the Fixed Account must equal 100. The  percentage  allocation  for
future premium payments may be changed, without charge, at any time by sending a
written  request  to  us  or,  if  telephone  privileges  apply,  calling  us at
1-800-__________.  The  allocation  changes  are  effective  at  the  end of the
valuation period in which your new instructions are received.

Ten Day Examination Offer (Free-Look Provision)
Under state law,  you have the right to return the Policy for any reason  during
the  free-look  period and receive your  premiums  paid.  (If you apply for your
Policy in California,  the amount refunded is described below).  Your request to
return the Policy must be in writing.  The request and the Policy must be mailed
to us or returned to the agent (as determined by the postmark) no later than the
last day of the free-look period as shown below.

The free-look period is the later of:
     o   10 days* after the Policy is delivered to you,
     o   10 days* after a written notice is delivered or mailed to you which 
         tells about  the  cancellation  right,  or 
     o   45 days after you complete the application.

         *Different  free-look  periods  apply if your  Policy is  issued  in: 
         o   California  and you are age 60 and over (30 day  free-look period);
         o   Colorado (15 day free-look period); or 
         o   Idaho or North Dakota (20 day free-look period).

If you applied for your Policy in California, the amount refunded is:
     o   the  policy  value as of the date we receive  your  written request for
         cancellation,  
     o   plus the premium expense charge(s) deducted from the premium,  
     o   plus the  monthly  policy  charge(s)  deducted  from the policy value.

NOTE:
     o   See GENERAL PROVISIONS - Delay of Payments.
     o   If the  purchase  of this  Policy is a  replacement  for  another  life
         insurance policy or an annuity  contract,  different  free-look periods
         may apply.  We reserve the right to keep the initial premium payment in
         the Money  Market  division  longer than 20 days to  correspond  to the
         free-look periods of a particular state's replacement requirements.

Policy Values
Your policy value is equal to the sum of the values in your Investment Accounts,
Fixed  Account  and Loan  Account  (see THE FIXED  ACCOUNT and THE POLICY - Loan
Account).  There is no guaranteed  minimum  Investment  Account value. Its value
reflects the investment  experience of the Investment  Accounts that you choose.
It also reflects your premium payments, partial surrenders, policy loans and the
Policy expenses deducted from the Separate Account.

It is possible that the investment  performance could cause a loss of the entire
amount allocated to the Investment Accounts. Without additional premium payments
or investments  in the Fixed Account or a death benefit  guarantee  rider,  this
could result in no death benefit upon the surviving insured's death.

At the end of any valuation period,  your value in an Investment Account is: 
     o   the number of units you have in a division 
     o   multiplied  by the value of a unit in the division.
The  number  of units is the  total of units  purchased  by  allocations  to the
     division  from:  
     o   your  initial  premium  payment  (less  premium  expense charges);   
     o   plus  subsequent  premium  payments  (less  premium  expense charges); 
     o   plus transfers from another division or the Fixed Account 
minus units sold:
     o   for partial surrenders from the division;
     o   as part of a transfer to another division,  the Fixed Account or the 
         Loan Account; and 
     o   to pay monthly policy charges and fees.

Unit values are calculated each valuation date. To calculate the unit value of a
division,  the unit value from the previous  valuation date is multiplied by the
divisions' net investment factor for the current valuation period. The number of
units does not change due to a change in unit value.

The net investment  factor  measures the  performance of each division.  The net
investment factor for a valuation period is calculated as follows:

         [{share price of the underlying mutual fund account at the end of the 
         valuation period before that day's transactions
                                      plus
         per share amount of the dividend (or other distribution) made by the 
         mutual fund account during the valuation period}
                                   divided by
         share price of the  underlying  mutual  fund  account at the end of the
         previous valuation period after that day's transactions].

When an investment owned by an Account pays a dividend,  the dividend  increases
the net asset  value of a share of the  Account as of the date the  dividend  is
recorded.  As the net asset value of a share of an Account  increases,  the unit
value of the  corresponding  division  also  reflects an increase.  Payment of a
dividend under these circumstances does not increase the number of units you own
in the Account.

Investment Account Transfers
You may request an unscheduled transfer or set up a periodic transfer by sending
or faxing  (1-__________)  us a  written  request  or  calling  us if  telephone
privileges  apply  (1-800-_________).  You must  specify  the  dollar  amount or
percentage to transfer from each Investment Account. In states where allowed, we
reserve the right to reject transfer  instructions  from someone  providing them
for multiple Policies for which he or she is not the owner.

You may not make a transfer to the Fixed Account if:
     o   a transfer has been made from the Fixed Account to an Investment 
         Account within six months, or
     o   immediately after the transfer, the Fixed Account value would be more
         than $1,000,000 (without our prior approval).

Unscheduled  Transfers  You may make  unscheduled  transfers  from an Investment
Account to another Investment  Account or to the Fixed Account.  The transfer is
made, and values  determined,  as of the end of the valuation period in which we
receive your request.
     o   The transfer amount must be equal or greater than the lesser of $100 or
         the value of your Investment Account(s). 
     o   We reserve the right to charge a
         transfer fee on each unscheduled transfer after the 12th such transfer 
         in a policy year. The fee will not be more than $25 per unscheduled
         transfer.

Scheduled  Transfers  (dollar  cost  averaging  (DCA))  You  may  elect  to have
automatic  transfers made on a periodic basis. 
     o   The amount of the transfer is:
         o   the dollar  amount you select (minimum of the lesser of $100 or the
             value of the Investment Account), or 
         o   a percentage of the Investment Account value as of the date you 
             specify (other than the 29th,  30th or 31st).
     o   You select the  transfer  date (other than the 29th,  30th or 31st) and
         the transfer frequency (annually, semi-annually, quarterly or monthly).
     o   If the selected date is not a valuation date, the transfer is completed
         on the next valuation date.
     o   The value of the Investment Account must be equal to or more than 
         $2,500  when  your  scheduled  transfers  begin.  
     o   Transfers continue until your interest in the Investment Account has 
         a zero balance or we receive  notice to stop them. 
     o   We reserve the right to limit the number of Separate Account divisions 
         from which simultaneous  transfers are made. In no event will it ever 
         be less than two.

Fixed Account Transfers
Transfers  from  your  investment  in  the  Fixed  Account  to  your  Investment
Account(s)  are  subject to certain  limitations.  You may  transfer  amounts by
making either a scheduled or  unscheduled  Fixed Account  transfer.  You may not
make both a scheduled and unscheduled  Fixed Account transfer in the same policy
year.  In  states  where  allowed,  we  reserve  the  right to  reject  transfer
instructions  from someone  providing them for multiple Policies for which he or
she is not the owner.

Unscheduled  Tranfers You may make one unscheduled  Fixed Account transfer to an
Investment  Account(s)  within the 30 day period  following  the policy date and
each policy anniversary.  The transfer is made, and values determined, as of the
end of the valuation period in which we receive your request.
     o   You must specify the dollar amount or percentage to be transferred (not
         to exceed 25% of the Fixed Account value as of the latter of the policy
         date or the most recent policy anniversary).
     o   The minimum transfer amount must be equal to or greater than the lesser
         of $100 or the entire value of your Fixed Account if less.

Scheduled  Transfers  (dollar  cost  averaging  (DCA))  You may  make  scheduled
transfers  on a  monthly  basis  from  the  Fixed  Account  to  your  Investment
Account(s) as follows:
     o   The value of your Fixed  Account  must be equal to or more than  $2,500
         when your  scheduled  transfers  begin.  We reserve the right to change
         this amount but it will never be more than $10,000.
     o   The amount of the transfer is:
         o   the dollar amount you select (minimum of $50), or
         o   a percentage of the Fixed Account value (the maximum amount of the 
             transfer is 2% of the Fixed Account value as of the specified date)
             as of the date you specify which may be:
             o   the later of the policy date or most recent policy anniversary
                 date, or 
             o   the date the Company receives your request.
     o   Transfers occur on a date you specify (other than the 29th, 30th or 
         31st of any month). 
     o   If the selected date is not a valuation date, the transfer is completed
         on the next valuation date.

Scheduled  transfers  continue  until your value in the Fixed Account has a zero
balance or we receive your notice to stop them. You may change the amount of the
transfer once each policy year by sending us a written  request or calling us if
telephone privileges apply (1-800-_________). If you stop the transfers, you may
not start them again until six months after the last scheduled transfer.

Automatic Portfolio Rebalancing (APR)
APR allows you to maintain a specific  percentage  of your policy  value in your
Investment Accounts over time.
EXAMPLE:          You may choose to rebalance so that 50% of your policy  values
                  are  in the  Bond  division  and  50%  in  the  Capital  Value
                  division.  At the end of the specified period,  market changes
                  may have  caused 60% of your value to be in the Bond  division
                  and 40% in the Capital Value division.  By rebalancing,  units
                  from the Bond division are sold and applied to purchase  units
                  in the Capital Value division so that 50% of the policy values
                  are once again invested in each division.

     o   You may elect APR at the time of application or after the Policy has 
         been issued.
     o   APR transfers:
         o   do not begin until the expiration of the free-look period;
         o   are done without charge (and are not counted as unscheduled 
             transfers when determining any transfer fee); 
         o   may be done on the frequency you specify:
             o   quarterly APR transfers may be done on a calendar year or 
                 policy year basis,  
             o   semiannual or annual APR transfers may only be done on a policy
                 year basis.
         o   may be done,  if  telephone  privileges  apply,  by  calling us at
             1-800-___________,  mailing us your written request or faxing your
             request to us at 1-800-_______.
     o   The transfers are made at the end of the next valuation period after we
         receive your instruction.
     o   APR is not available:
         o   for values in the Fixed Account, or
         o   if you have scheduled transfers from the same Investment Accounts.

Policy Loans
While your  Policy is in effect and has a net  surrender  value,  you may borrow
money from us with the Policy as the security for the policy loan.
     o   The minimum policy loan is $500.
     o   The maximum amount you may borrow is 90% of the net surrender value as 
         of the date we process the policy loan.
     o   If telephone privileges apply, you may request a policy loan of $5,000 
         or less by calling us at 1-800-__________.  If you do not have  
         telephone  privileges or are requesting a policy loan of more than 
         $5,000, your request must be made in writing. 
     o   Generally, policy loan proceeds are sent within five business days from
         the date we receive your request (see GENERAL PROVISIONS - Delay of 
         Payments).
     o   Requests  for policy  loans from any joint owner are binding on all 
         joint owners.

Loan Account
When a policy loan is taken,  an amount  equal to the loan is  transferred  from
your Investment Account(s) and Fixed Account to your Loan Account. Loan Accounts
are part of our General  Account.  You may instruct us on the  proportions to be
taken from your  accounts.  If you do not  provide  such  instruction,  the loan
amount is withdrawn in the same  proportion as the allocation  used for the most
recent monthly policy charge. Any loan interest due and unpaid is transferred in
the same manner.

Your Loan Account earns interest from the date of transfer. During the first ten
policy years,  the loan account  interest  rate is 6% per year.  After the tenth
policy year, the loan account interest rate is 7.75% per year.

You pay interest on your policy loan at the annual rate of 8%. Interest  accrues
daily and is due and payable at the end of the policy  year.  If interest is not
paid when due, it is added to the loan  amount.  Adding  unpaid  interest to the
policy loan amount  causes  additional  amounts to be withdrawn  from your Fixed
Account and/or Investment Account(s) and transferred to the Loan Account.
Withdrawals are made in the same proportions as described above.

Policy loans and unpaid loan interest  reduce your net surrender  value.  If the
net surrender  value is less than the monthly  policy charges on a monthly date,
the  61-day  grace  period  provision   applies  (see  POLICY   TERMINATION  AND
REINSTATEMENT - Policy Termination).

Whilethe Policy is in force and before the surviving  insured dies, policy loans
and loan  interest  may be repaid as follows:  
     o   policy loans may be repaid totally or in part; 
     o   repayments are allocated to the Investment Account(s) and Fixed Account
         in the proportions used for allocation of premium payments; and
     o   payments that we receive that are not  designated  as premium  payments
         are applied as loan repayments if a policy loan is outstanding.

A policy loan  generally has a permanent  effect on policy  values.  If a policy
loan had not been made, the policy value would reflect the investment experience
of the Investment  Account(s) and the interest credited to the Fixed Account. In
addition, policy loans and unpaid loan interest are subtracted from:
     o   death proceeds at the death of the surviving  insured;  
     o   surrender value upon total  surrender or termination of a Policy;  and 
     o   maturity  proceeds payable at maturity.

Surrenders
You must send us a written request for any surrender. The request must be signed
by all owners, irrevocable beneficiary(ies) if any and any assignees.

Total  surrender  You may  surrender  the Policy on or before the maturity  date
while the Policy is in effect. You receive the net surrender value at the end of
the valuation  period during which we receive your  surrender  request.  The net
surrender value is the total of the values of your Investment Accounts plus your
Fixed  Account plus your Loan Account  minus any  applicable  surrender  charge,
policy  loans and unpaid loan  interest  (see CHARGE AND  DEDUCTIONS - Surrender
Charge).
     o   The  written  consent  of  all  collateral  assignees  and  irrevocable
         beneficiaries must be obtained prior to surrender.  
     o   We reserve the right to require you to return the Policy to us prior to
         making  any  payment though this does not affect the amount of the cash
         surrender value.
     o   If the total surrender is within ten years of the policy date or a face
         amount increase a surrender charge is imposed.

Partial surrender After the second policy  anniversary and prior to the maturity
date,  you may surrender a part of the Fixed Account and/or  Investment  Account
value by sending us a written request.  The surrender is effective at the end of
the valuation period during which we receive your written request for surrender.
You may not request more than two partial surrenders in each policy year.

The minimum amount of a partial surrender is $500. The total of your two partial
surrenders during a policy year may not be greater than 75% of the net surrender
value (as of the date of the request  for the first  partial  surrender  in that
policy year).

You pay a transaction  fee on each partial  surrender.  The fee is the lesser of
$25 or two  percent  of the  amount  surrendered.  It is  withdrawn  in the same
proportion as your monthly policy charge allocation.

Your policy value is reduced by the amount of the surrender and the  transaction
fee. We  surrender  units from the  Investment  Account  divisions  and/or Fixed
Account to equal the dollar amount of the surrender request and transaction fee.
The surrender is deducted  from your Fixed Account value and/or your  Investment
Account(s)  according to the surrender  allocation  percentages you specify.  If
surrender allocation  percentages are not specified,  we use your monthly policy
charge allocation percentages. The amount surrendered is taken from the premiums
paid on a last-in,  first-out basis. No surrender charge is imposed on a partial
surrender.

If Option 1 death benefit is in effect and a partial surrender is made, the face
amount of the  policy is also  reduced by the  amount of the  surrender  and the
transaction fee. Total and partial surrenders from the Policy are generally paid
within five business days of our receipt of your written  request for surrender.
Certain  delays in payment are  permitted  (see  GENERAL  PROVISIONS  - Delay of
Payments).

DEATH BENEFITS AND RIGHTS

Death Proceeds
While the Policy  remains in force and before the  maturity  date,  we pay death
proceeds  upon  the  death  of the  surviving  insured.  If  both  insureds  die
simultaneously,  then  surviving  insured  shall  mean  the  younger  of the two
insureds.  No  benefit  is paid on the first  death of an  insured  unless  such
benefit exists under a rider.
     o   You must notify us of the first death of an insured as soon as possible
         after it occurs. (This facilitates the timely payment of death proceeds
         at the death of the surviving  insured and may affect the status of any
         riders.)
     o   We must receive proof of the  deaths  of both  insureds  and all  other
         required documents.
     o   Payments are made to your named  beneficiary(ies) under your designated
         death benefit option (see GENERAL PROVISIONS Beneficiary).

The  payments  are  made in cash  lump  sum or under a  benefit  payment  option
selected by the  beneficiary(ies).  Death proceeds are calculated as of the date
of the surviving insured's death and include:
     o   death benefit described below;
     o   plus proceeds from any benefit rider on the surviving  insured's life; 
     o   minus policy loans and unpaid loan interest;
     o   minus any overdue monthly policy charges if the surviving insured died 
         during a grace period;
     o   plus interest on the death proceeds from date of death of the surviving
         insured until date of payment or  application  under a benefit  payment
         option.  (We determine the interest rate that is not less than the rate
         required by state law.)

Death Benefit Option
You choose death benefit Option 1 or Option 2 at the time of application.

Option 1 (level amount option). The death benefit is the greater of the Policy's
current  face amount or the policy  value on the date of death of the  surviving
insured multiplied by the applicable  percentage.  The applicable  percentage is
250% if the younger insured is age 40 or below and the percentage  declines with
increasing   ages.  The  death  benefit  remains  level  unless  the  applicable
percentage  of policy  value  exceeds the current face amount (in which case the
death benefit varies as the policy value varies).

Illustration of Option 1. Assume that the younger insured is under age 40 and 
that there is no loan amount and that the policy face amount is $500,000.

Under  Option 1, the death  benefit  must be equal or  greater  than 250% of the
policy value.  If the policy value is more than  $200,000,  the death benefit is
greater than $500,000.  Each  additional  dollar added to the policy value above
$200,000  increases  the death  benefit by $2.50.  If the policy  value  exceeds
$200,000  and  increases by $100 because of  investment  performance  or premium
payments, the death benefit increases by $250.

Similarly,  if the policy value exceeds  $200,000,  each dollar taken out of the
policy value  reduces the death  benefit by $2.50.  For  example,  if the policy
value is reduced  from  $500,000  to  $450,000  because  of partial  surrenders,
charges or negative  investment  performance,  the death benefit is reduced from
$1,250,000 to $1,125,000. However, if at any time the policy value multiplied by
the applicable percentage is less than the face amount, the death benefit equals
the current face amount of the Policy.

The applicable percentage lowers as the younger insured's age increases.  If the
current age of the younger  insured in the  illustration  is 50 (rather than age
40), the  applicable  percentage  would be 185%.  The death benefit would not be
greater than the $500,000 face amount unless the policy value exceeded  $270,270
rather  than  $200,000.  Each  dollar  added to or taken from the  policy  value
changes the death benefit by $1.85 (rather than $2.50).

Option 2 (variable amount option).  The death benefit is equal to the greater of
the  current  face  amount  plus  the  policy  value on the date of death of the
surviving  insured  or the  policy  value on the date of death of the  surviving
insured multiplied by the applicable percentage.

Illustration of Option 2.  Assume that the younger insured is under age 40 and 
that there is no loan amount and that the policy face amount is $500,000.

Under  Option 2, the death  benefit is the face amount plus the policy  value on
the date of death of the surviving insured.  For example, a policy with a policy
value of $100,000 has a death benefit of $600,000  ($500,000 plus  $100,000);  a
policy  value  of  $300,000  has a death  benefit  of  $800,000  ($500,000  plus
$300,000).  The death benefit however must be at least 250% of the policy value.
As a result, if the policy value exceeds $333,334,  the death benefit is greater
than the face amount plus policy value.  Each additional  dollar of policy value
above $333,334 increases the death benefit by $2.50. If the policy value exceeds
$333,334  and  increases by $100 because of  investment  performance  or premium
payments, the death benefit increases by $250.

If the policy value exceeds $333,334,  each dollar taken out of the policy value
reduces the death  benefit by $2.50.  For  example,  the policy value is reduced
from  $400,000 to $340,000  because of partial  surrenders,  charges or negative
investment  performance,  the  death  benefit  is  reduced  from  $1,000,000  to
$850,000.  However, if the policy value multiplied by the applicable  percentage
is less than the  policy  face  amount  plus the  policy  value,  then the death
benefit is the current face amount plus the policy value on the date of death of
the surviving insured.

The applicable percentage lowers as the younger insured's age increases.  If the
current age of the younger  insured in the  illustration  is 50 (rather than age
40), the applicable percentage would be 185%. The death benefit would be the sum
of the policy  value plus  $500,000  unless the policy value  exceeded  $588,237
rather  than  $333,334.  Each  dollar  added to or taken from the  policy  value
changes the death benefit by $1.85 (rather than $2.50).

                             APPLICABLE PERCENTAGES*
     (For ages not shown,  the  applicable  percentages  decrease  by a pro rata
     portion for each full year.)

         Younger insured's attained age                        percentage
         ------------------------------                        ----------
                  40 and under                                     250
                  45                                               215
                  50                                               185
                  55                                               150
                  60                                               130
                  65                                               120
                  70                                               115
                  75 through 90                                    105
                  95 and older                                     101

     *We  reserve  the  right,  where  allowed  by law,  to change or delete the
     percentages as required by changes to the Code.

Change in Death Benefit Option
You  may  change  the  death  benefit  option  on or  after  the  second  policy
anniversary. Up to two changes are allowed per policy year. Your request must be
made in writing and approved by us. The effective date of the change will be the
monthly  date that  coincides  with or next follows our  approval.  Changing the
death benefit option changes the future cost of insurance.

If you  change  from  Option 1 to Option 2, the new face  amount is the old face
amount  decreased by the policy value (as of the effective  date of the change).
The  change is not  allowed  if it would  result  in a face  amount of less than
$100,000.  A  change  from  Option  1  to  Option  2  may  require  evidence  of
insurability  for  the  new  death  benefit  if  required  by  our  underwriting
guidelines in place at the time of your request.

If you  change  from  Option 2 to Option 1, the new face  amount is the old face
amount increased by the policy value (as of the effective date of the change). A
change from Option 2 to Option 1 does not require evidence of insurability.

Adjustment Options
Increase in policy face amount. You may request an increase at any time provided
that the policy is not in a grace  period,  and monthly  policy  charges are not
being waived under a rider. The minimum  increase in face amount is $100,000.  A
face amount  increase  request made in the first 60 policy  months will increase
the minimum monthly premium for the remainder of the 60 months.

The request must be made on an adjustment  application.  The application must be
signed by the owner(s) and the insureds.

We will approve your request if:
     o   both insureds are alive at the time of your request; and
     o   the attained age of the older insured is age 90 or less and of the 
         younger insured is 85 or less at the time of the request; and
     o   we  receive  evidence  satisfactory  to us  that  at  least  one of the
         insureds is insurable under our underwriting guidelines in place at the
         time of your request.

The increase in face amount is in a risk  classification  determined  by us. The
adjustment is effective on the monthly date on or next following our approval of
your request. No free-look period applies to an increase in face amount.

We calculate an "adjustment  conditional  receipt premium deposit" based on your
request for an increase. If you make a payment with your adjustment  application
of at least as much as the adjustment  conditional  receipt premium deposit,  we
issue a  conditional  receipt.  The  conditional  receipt  shows  receipt of the
payment and outlines any interim insurance coverage.

Any payment made with the adjustment  application is held in our General Account
without  interest.  If we approve the  adjustment,  on the effective date of the
adjustment,  the amount of the  premium  payment  being  held minus the  premium
expense charge, is moved to the Investment  Accounts and/or Fixed Account.  Your
current premium allocation percentages are used to make this allocation.

Decrease  in policy  face  amount.  After the first two  policy  years,  you may
request a decrease in the policy face amount as follows:  
     o   the request  must be made on an adjustment application;  
     o   the application must be signed by both the owner(s) and the insured(s);
     o   the policy is not in a grace period;  
     o   monthly policy charges are not being waived under a waiver rider; and 
     o   the decrease may not reduce the policy face amount below $100,000.

CHARGES AND DEDUCTIONS

We make certain  charges and  deductions to support  operation of the Policy and
the Separate Account.  Some charges are deducted from premium payments when they
are  received.  Other  charges are deducted on a monthly  basis while others are
deducted  at  the  time  a  Policy  is  surrendered  or  terminated.   Fees  for
administrative  expenses are also charged on certain  transfers  and all partial
surrenders.

Premium Expense Charge
When we  receive  your  premium  payment,  we deduct a premium  expense  charge.
Deductions  from premiums during each of the first ten years and with respect to
premiums  made  because of a face  amount  increase,  during the first ten years
after the increase equal:
     o   sales  load of 5.0% of  premiums  paid  which are less than or equal to
         target  premiums  (2.0% of premiums in excess of target  premiums) (See
         Appendix B for additional information on target premiums.)
     o   plus 2.20% for state and local taxes 
     o   plus 1.25% for federal taxes.

Deductions from  premiums  after the tenth policy year (and after ten years of a
face amount  increase)  equal: 
     o   sales load of 2.0% of premiums made 
     o   plus 2.20% for state and local taxes 
     o   plus 1.25% for federal taxes.

The sales load is intended to pay us for distribution  expenses.  These expenses
include commissions paid to registered representatives, printing of prospectuses
and sales  literature,  and advertising.  Sales loads charged in any policy year
are not necessarily  related to actual  distribution  expenses  incurred in that
year.  We expect that the  majority of these  expenses are incurred in the early
years of a Policy and that any deficit is made up during the life of the Policy.

If distribution  expenses are more than the sales load (including the sales load
portion of the surrender  charge),  the deficit is made up from our other assets
or surplus in our General Account.

Monthly Policy Charge
The monthly  policy  charge is intended to cover  certain  charges and  expenses
incurred in connection with the Policy. Deductions are made up of:
     o   a charge for the cost of insurance;  
     o   a charge for any optional benefit added by rider(s); 
     o   a monthly administration charge; and 
     o   a mortality and expense risks charge.

On the policy date and each monthly date  thereafter,  we deduct the charge from
your policy value in the Investment  Accounts and/or Fixed Account (but not your
Loan  Account).  The deduction is made using your current  monthly policy charge
allocation percentages.Your allocation percentages may be:
     o   the same as allocation  percentages for premium payments; 
     o   determined on a prorated basis; or 
     o   determined by any other allocation method which we agree upon.

The allocation  percentage for each Investment  Account and/or the Fixed Account
must be zero or a whole  number  not less than 10.  The total of the  allocation
percentages  must  equal 100.  Allocation  percentages  may be  changed  without
charge.  A request for an allocation  change is effective on the date we receive
the request. If we cannot follow your instructions because of insufficient value
in any Investment Account and/or the Fixed Account, the monthly policy charge is
deducted on a prorated basis.

Cost of Insurance Charge
Your monthly cost of insurance charge is (a) multiplied by (b minus c) where:
     o   (a) is the cost of insurance rate described below divided by 1,000;
     o   (b) is the death benefit at the beginning of the policy month, divided 
         by 1.0024663 (the sum of one plus the monthly guaranteed fixed account 
         interest rate); and
     o   (c) is the policy value at the beginning of the policy month calculated
         as if the monthly policy charge was zero.

The cost of insurance  rate is based on the gender*,  issue age,  duration since
issue, smoking status, and risk classification of each insured. We determine the
rate based on our expectation as to mortality experience. Changes in the cost of
insurance  rates  apply to all  individuals  of the same age,  gender*  and risk
classification.  The rate  will  never  exceed  the rate  shown in the  Table of
Guaranteed Maximum Cost of Insurance Rates in the Policy. The guaranteed maximum
cost  of  insurance  rate  is  based  on the  gender*,  attained  age  and  risk
classification of each insured.

Different cost of insurance rates may apply to face amount  increases.  The cost
of insurance  for the increase is based on each  insured's  gender*,  issue age,
duration since issue, smoking status, and risk classification at the time of the
increase.  The  guaranteed  maximum cost of  insurance  rate for the increase is
based on each insured's  gender*,  attained age and risk  classification  at the
time of the increase.

     *   The cost of insurance rate for Policies  issued in states which require
         unisex pricing or in connection with employment  related  insurance and
         benefit plans is not based on the gender of the insured.

Administration Charge
1)  Current charges
     o   The current monthly administration charge is $8.00 per month.
     o   An additional monthly administration charge is imposed in the first ten
         policy  years (and ten years after an  increase in the face  amount) of
         $.07 per $1,000 of face  amount.  The charge of $.07 per $1,000 of face
         amount  is  increased  by $.005 per  $1,000  for each  insured  that is
         classified as a smoker.

2)  Guaranteed administration charges
In all policy years,  the guaranteed  maximum monthly  administration  charge is
$8.00 per month plus ($.08 per  $1,000 of face  amount).  The charge of $.08 per
$1,000 of face amount is  increased by $.005 per $1,000 for each insured that is
classified as a smoker.

The monthly administration charge reimburses us for the administrative  expenses
of the Policy and the Separate Account.  Administration  expenses do not include
the cost of  selling  the  Policy.  They do  include  the costs  of:  processing
applications;   conducting  medical  examinations;   determining   insurability;
establishing and maintaining records; processing death benefit claims and policy
changes,  reporting  and  overhead.  We do not expect to  collect  more from the
administration charges than our actual accumulated expenses.

Mortality and Expense Risks Charge
The mortality  risk we assume is that insureds may live for a shorter  period of
time than we  estimate.  As a result,  we would have to pay a greater  amount in
death benefits than we collect in premium  payments.  The expense risk we assume
is that expenses  incurred in issuing and  administering  the policy are greater
than we estimated.  The Company expects to make a profit from this charge to the
extent it is not needed to provide benefits and pay expenses under the Policies.

Each  month  during the first nine  policy  years,  we deduct a charge for these
risks at an  annual  rate of 0.80% of your  Investment  Account(s).  Each  month
thereafter,  we deduct a charge at an  annual  rate of 0.30% of your  Investment
Account(s).

We reserve the right to increase the annual rate but guarantee  that the maximum
annual rate will not exceed 0.80%.  If we increase the annual rate, the increase
will only apply to policies issued on or after the date of the increase.

Transaction Charge
A transaction fee of the lesser of $25 or 2% of the surrender  amount applies to
each  partial  surrender.  The fee is withdrawn  in the same  proportion  as the
allocation used for the most recent monthly policy charge.

We reserve the right to charge a transfer fee on each unscheduled transfer after
the 12th such  transfer in a policy year.  The fee will not be more than $25 per
unscheduled transfer.

Surrender Charge
Surrender  charges  vary  based on the  target  premium  of the  policy  and the
premiums  paid. The charge applies only during the first ten policy years unless
there is a face amount  increase.  A face amount  increase has its own surrender
charge period that begins on the adjustment  date. The total surrender charge on
the policy is the sum of the surrender  charges for the face amount at issue and
each face amount increase.  The surrender charge is not affected by any decrease
in face  amount or any change in face  amount  resulting  from a change of death
benefit options.

The surrender  charge  compensates  us for expenses  relating to the sale of the
Policy. These include commissions,  advertising and printing of prospectuses and
sales literature.  The surrender charge also reimburses us for expenses incurred
in issuing  the  Policy.  These  expenses  include  processing  the  application
(primarily  underwriting)  and  setting up  records.  This charge is intended to
cover the average anticipated issue expenses for all Policies.  There may not be
a direct relationship  between the amount of the charge for any given Policy and
the amount of expenses attributable to that Policy.

The surrender charge on an early surrender or Policy lapse is significant.  As a
result,  you should purchase a Policy only if you have the financial capacity to
keep it in force for a substantial period of time.

Surrender  charge  percentage.  The  surrender  charge during any policy year is
equal to the number of target  premiums  from the table below  multiplied by the
applicable surrender charge percentage also shown below:

     Joint Equivalent Age (JEA)
          on policy or                                  Number of
         adjustment date                             target premiums
     --------------------------                      ---------------
          75 or less                                      1.00
          76 through 85                                   0.90
          86 or greater                                   0.75

                          Surrender Charge Percentage Table
                          ---------------------------------
     Number of years since policy date               The following percentage of
         and/or the adjustment date                  surrender charge is payable
     ---------------------------------               ---------------------------
              1 through 5                                      100.00%
              6                                                 95.24
              7                                                 85.71
              8                                                 71.43
              9                                                 52.38
              10                                                28.57
              11 and later                                      00.00

The surrender  charge on a face amount increase is calculated by multiplying the
increase in target premium due to the face increase by the applicable  number of
target  premiums  from  the  table  above.  This  result  is  multiplied  by the
applicable  surrender charge percentage from the above table to get the increase
in surrender charges for all years.

Other Charges
The Investment  Accounts  represent shares of divisions of the Separate Account.
The  assets of each  division  are used to  purchase  shares in a  corresponding
mutual fund at net asset value.  The net asset value of the mutual fund reflects
management fees and operating  expenses  already deducted from the assets of the
fund.  Current  management fees and operating  expenses for each mutual fund are
shown in the section entitled THE FUNDS.

THE FIXED ACCOUNT
You may allocate net premiums and transfers from your  Investment  Account(s) to
the Fixed Account. The Fixed Account is part of our General Account.  Because of
exemptions  and  exclusions  contained  in the  Securities  Act of 1933  and the
Investment  Company Act of 1940, the Fixed Account has not been registered under
these acts.  Neither the Fixed  Account nor any interest in it is subject to the
provisions of these acts.  As a result the SEC has not reviewed the  disclosures
in this prospectus relating to the Fixed Account. However,  disclosures relating
to the Fixed  Account  are subject to  generally  applicable  provisions  of the
federal  securities laws relating to the accuracy and completeness of statements
made in  prospectuses.  You may  obtain  more  information  regarding  the Fixed
Account from our home office or from a sales representative.

Our  obligations  with respect to the Fixed Account are supported by our General
Account.  Subject to applicable law, we have sole discretion over the investment
of assets in the General Account.

We guarantee that net premiums  allocated to the Fixed Account  accrue  interest
daily at an effective annual rate of 3% compounded annually. We may, in our sole
discretion, credit interest at a higher rate.

The  mortality  and expense  risks charge is not imposed on amounts in the Fixed
Account. The value of your Fixed Account on any valuation day is:
     o   net premiums  allocated to the Fixed  Account 
     o   plus  transfers from the Investment Account(s) 
     o   plus interest credited to the Fixed Account
     o   minus surrenders, surrender charges and monthly policy charges 
     o   minus transaction fees allocated to the Fixed Account 
     o   minus transfers to the Loan Account 
     o minus transfers to the Separate Account.

POLICY TERMINATION AND REINSTATEMENT

Policy Termination
You must make an initial  minimum  premium  payment to have  coverage  under the
Policy.

If the net surrender  value on any monthly date is less than the monthly  policy
charge,  a 61-day  grace  period  begins.  However,  during  the first 60 policy
months, the Policy will stay in force if (a minus b) is greater than or equal to
(c) where:
     o   (a) is the sum of the premiums paid;
     o   (b) is the  sum of all  existing  policy  loans, unpaid loan interest,
         partial  surrenders and transactions  charges;  and 
     o   (c) is the sum of the minimum  monthly  premiums since the policy date
         to the most recent monthly date.

After the first 60 policy  months,  making  premium  payments under your planned
periodic premium schedule does not guarantee that your Policy will stay in force
unless:
     o   your Policy's net surrender value is at least equal to the monthly 
         policy charge on the current monthly date, or 
     o   the death benefit  guarantee rider is in effect.

GracePeriod.  The  grace  period  begins  when we send you a notice  of  pending
     lapse.  The notice:  
     o   is mailed to your last known post office address;  
     o   shows the minimum payment required to keep the Policy in force; and 
     o   shows the 61-day period during which we will accept the required 
         payment.

If you are in a grace  period,  the  minimum  payment  is  equal to (a) plus (b)
divided by (c) where:
     o   (a) is the amount by which the surrender charge is more than the policy
         value on the monthly date at the start of the grace  period  before the
         monthly policy charge is deducted,
     o   (b) is three monthly policy charges, and
     o   (c) is one minus the  maximum  premium  expense charge  percentage (see
         CHARGES AND DEDUCTIONS - Premium Expense Charge).

This  payment is intended to a)  reimburse  us for the  monthly  policy  charges
during the grace period,  and b) provide  enough policy value to pay the monthly
policy charge on the first  monthly date after the grace  period.  To cover past
due policy  charges,  if the grace  period  ends  before we receive  the minimum
payment, we keep any remaining value in the Policy.

Due to possible  adverse  market  fluctuations,  there is no guarantee  that the
amount  requested  at the  beginning  of the  grace  period is enough to pay the
monthly policy charges as they are processed.  If the net surrender value is not
at least as much as the monthly  policy charge on any monthly date, a new 61-day
grace period starts.

The Policy is in force during a grace period.  If we do not receive the required
payment,  the  Policy  terminates  as of  the  monthly  date  on or  immediately
preceding the start of the grace period.  If the surviving insured dies during a
grace period, policy proceeds are reduced by:
     o   all monthly policy charges due and unpaid at the death of the surviving
         insured, and 
     o   any policy loans and unpaid loan interest.

The Policy also terminates when:
     o   you make a total policy surrender;
     o   death proceeds are paid; and 
     o   maturity proceeds are paid.

When the Policy terminates, all of the owners' policy rights and privileges end.

Reinstatement
Subject  to certain  conditions,  you may  reinstate  a Policy  that  terminated
because of insufficient value. The Policy may only be reinstated:
     o   prior to the maturity date and while at least one insured is alive;
     o   upon our receipt of satisfactory evidence of insurability (according to
         our underwriting guidelines then in effect);  
     o   if you make a payment of a reinstatement premium which is equal to 
         (a) plus (b) divided by (c) where:
         (a) is the amount by which the surrender charge is more than the policy
         value on the monthly date at the start of the grace  period  before the
         monthly policy charge is deducted, 
         (b) is three monthly policy charges, and 
         (c) is one minus the maximum premium expense charge percentage (see
         CHARGES AND DEDUCTIONS - Premium Expense Charge).
     o   if the application for reinstatement is mailed to us within three years
         of the Policy  termination  (in some  states,  we must provide a longer
         period of time for Policy reinstatement); and
     o   if  a  policy  loan  or  loan  interest  was  unpaid  when  the  Policy
         terminated, the policy loan must be reinstated or repaid (loan interest
         is not collected for the period the Policy was terminated).

We do not require payment of monthly policy charges during the period the Policy
was  terminated.  Reinstatement  is effective on the next monthly date following
our  approval of the  reinstatement  application.  Premiums  received  with your
reinstatement  application  are held without  interest  until the  reinstatement
date.  They are  allocated to your  selected  Investment  Accounts  and/or Fixed
Account  on  the  reinstatement   date.  We  will  use  the  premium  allocation
percentages  in effect  at the time of  termination  of the  Policy  unless  you
provide new allocation  instructions.  The reinstated Policy has the same policy
date as the original Policy. Your rights and privileges as owner(s) are restored
upon reinstatement.

If you  reinstate  your Policy and then it is totally  surrendered,  a surrender
charge may be imposed.  The charge, if any, is calculated based on the number of
years the Policy was in force.  The period of time  during  which the Policy was
terminated  is not  credited  toward  the  number of  policy  years to make this
calculation.

OTHER MATTERS

Voting Rights
We vote  Investment  Account shares held in the Separate  Account at shareholder
meetings.  We follow the voting  instructions  received  from people  having the
voting interest in the Account shares.

You have a voting  interest  under a Policy.  You have one vote for each $100 of
policy value in the  Investment  Accounts.  Fractional  votes are  allocated for
amounts  less  than  $100.  The  number  of votes on which you have the right to
instruct  us is  determined  as of a date  established  by the  mutual  fund for
setting the shareholders eligible to vote.

According to  procedures  adopted by the mutual fund,  voting  instructions  are
solicited by a written proxy  statement  before a shareholder  meeting.  We vote
other Account shares, for which no voting instructions are received, in the same
proportion  as the  shares  for which we receive  voting  instructions.  Account
shares held in our General Account are voted in proportion to instructions  that
are received with respect to the participating contracts.

If we determine,  under  applicable  law, that Account  shares need not be voted
according to the instructions  received,  we may vote Account shares held in the
Separate Account in our own right.

We may,  when  required by state  insurance  regulatory  authorities,  disregard
voting  instructions.  This may be done if the instructions would require shares
to be voted to:
     o   change a subclassification or investment objective of the Account, or
     o   disapprove an investment advisory contract of the fund or Account, or
     o   approve  changes  initiated  by an owner in the  investment  policy  or
         investment  advisor  of the  Account  or mutual  fund if we  reasonably
         disapprove of the changes.

The change would be disapproved only if:
     o   the proposed change is contrary to state law;
     o   prohibited by state regulatory authorities; or
     o   we determine the change is inconsistent with the investment objectives 
         of the mutual fund.

If we disregard voting instructions,  a summary of the action and the reason for
the actions will be included in the next  semiannual  report from the underlying
fund to owners.

Statement of Values
You  receive an annual  statement at the end of each policy year.  The statement
     will show: 
     o   current death  benefit;  
     o   current  policy value and surrender value;  
     o   all premiums paid since the last  statement;  
     o   all charges since the last  statement; 
     o   any policy  loans and unpaid loan  interest;  
     o   any partial surrenders since the last statement; 
     o   the number of units and unit value;  
     o   total value of each of your  Investment Accounts and the Fixed Account;
     o   designated  beneficiary(ies); and
     o   all riders included in the Policy.

You will also receive a statement as of the end of each calendar quarter. At any
time, you may request a current statement by telephoning 1-800-_______________.

We also send you the reports required by the Investment Company Act of 1940.

Services Available by Telephone
Telephone  Instructions.  Unless you decline telephone privileges,  instructions
for the following transactions may be given to us via the telephone:
     o   policy  loans (loan  proceeds are only mailed to the owner's address of
         record); 
     o   changes in allocations of future premium payments; 
     o   changes in allocation  of  the  monthly   policy   charge;  
     o   changes  to  your  APR instructions;   
     o   changes to your DCA instructions; and  
     o   provide instructions for unscheduled Investment Account and/or Fixed 
         Account transfers.

Telephone instructions:
     o   may be given by calling us at 1-800-___________ between ____ a.m. and 
         ______ p.m. Central Time on any day that the New York Stock Exchange is
         open;
     o   must be received by us before the close of the New York Stock Exchange 
         (generally 3:00 p.m. Central Time) to be effective the day you call;
     o   are effective the next  valuation  day if not received  until after the
         close of the New  York  Stock  Exchange;  and 
     o   from one joint owner are binding on all joint owners.

Although  neither the Separate  Account nor the Company is  responsible  for the
authenticity of telephone  transaction  requests,  the Separate  Account and the
Company reserve the right to refuse telephone orders.  You are liable for a loss
resulting  from a  fraudulent  telephone  order  that we  reasonably  believe is
genuine. We use reasonable procedures to assure instructions are genuine. If the
procedures are not followed,  we may be liable for loss due to  unauthorized  or
fraudulent  transactions.   The  procedures  include:  recording  all  telephone
instructions,   requesting  personal  identification  information  (name,  phone
number,   social  security  number,   birth  date,  etc.)  and  sending  written
confirmation to the owner's address of record.

Direct Dial.  You may receive information about your policy from our Direct Dial
system between ______ a.m. and ________ p.m. Central Time, Monday through 
Saturday.  The Direct Dial number is 1-800-____________.  Through this automated
system, you can:
     o   obtain  information  about  unit  values and  policy  values,  
     o   initiate certain changes to your policy,  and 
     o   change your personal  identification number.

Instructions from one joint owner are binding on all joint owners.

GENERAL PROVISIONS
The Contract
The  entire  contract  is  made  up  of  applications,  amendments,  riders  and
endorsements  attached  to  the  Policy,  current  data  pages,  copies  of  any
supplemental applications,  amendments,  endorsements and revised Policy or data
pages which are mailed to you. No statement,  unless made in an application,  is
used to void a  Policy  (or  void an  adjustment  in the  case of an  adjustment
application).  Only our  corporate  officers  can  agree to  change or waive any
provisions of a Policy. Any change or waiver must be in writing and signed by an
officer of the Company.

Optional Insurance Benefits
Subject  to certain conditions, you may add one or more supplemental benefits to
your Policy. These include: 
     four year term insurance rider           policy split option rider 
     single life term insurance rider         enhanced death benefit rider 
     extended coverage rider                  death benefit guarantee rider

Detailed information  concerning  supplemental  benefits may be obtained from an
authorized agent or our home office. Not all supplemental benefits are available
in all states. The cost, if any, of an optional insurance benefit is deducted as
part of your monthly policy charge.

Death Benefit  Guarantee  Rider (also known as the "no lapse  guarantee").  This
rider provides that if the rider premium is paid, the Policy does not lapse even
if the net surrender  value is not enough to pay the monthly policy charges on a
monthly  date.  This  rider is  automatically  made a part of the  policy if the
planned periodic premium is equal to or greater than the death benefit guarantee
premium.

The  death benefit (no lapse) guarantee premium requirement is met if: 
     o   the sum of all  premiums  paid 
     o   minus any  partial  surrenders  
     o   minus any policy loans and unpaid loan interest

is at least as much as the death benefit  guarantee  monthly  premiums since the
policy date to the most recent monthly date.  Your most recent death benefit (no
lapse) guarantee premium is shown on your current data page.

The death benefit (no lapse) guarantee premium is based on the issue age, gender
(where permitted by law) and risk  classification  of each insured.  The monthly
death  benefit (no lapse)  guarantee  premium is  considered  to be zero for any
month that deductions are being waived. This premium may change if:
     o   the Policy face amount is changed, 
     o   the death benefit option is changed,
     o   a rider is added or deleted, or 
     o   an adjustment is made to your Policy.

As a result of a change,  an  additional  premium may be required to satisfy the
new death benefit (no lapse) guarantee premium.

If on  any  monthly  date,  the  death  benefit  (no  lapse)  guarantee  premium
requirement  is not met, we send you a notice  stating  the premium  required to
reinstate  the rider.  If the premium  required to maintain the guarantee is not
received in our home office  before the  expiration  of the 61-day  grace period
(which begins when the notice is mailed), the death benefit (no lapse) guarantee
is no longer in effect and the rider is terminated.  If the rider terminates, it
may not be reinstated.

Extended Coverage Rider This rider allows, under certain conditions,  the Policy
to remain  in force  until  the  death of the  surviving  insured - with a death
benefit being paid rather than maturing the Policy.

Misstatement of Age or Gender
If the age or,  where  applicable,  gender of either  of the  insureds  has been
misstated,  we adjust the death benefit payable under your Policy to reflect the
amount that would have been payable at the correct ages and gender.

Assignment
You may assign your Policy.  Each  assignment is subject to any payments made or
action taken by the Company  prior to our  notification  of the  assignment.  We
assume no responsibility for the validity of any assignment.

An assignment must be made in writing and filed with us at our home office.  The
irrevocable beneficiary(ies),  if any, must authorize any assignment in writing.
Your  rights,  as well as  those of the  beneficiary(ies),  are  subject  to any
assignment on file with us.

Ownership
You may change your ownership  designation at any time.  Your request must be in
writing and  approved by us. After  approval,  the change is effective as of the
date you signed the request for change. We reserve the right to require that you
send us the Policy so that we can record the change.

Unless changed,  the owner(s) is as named in the  application.  The owner(s) may
exercise  every right and privilege of the Policy,  subject to the rights of any
irrevocable beneficiary(ies) and any assignee(s).

All  rights  and  privileges  of  ownership  of a Policy  end if the  Policy  is
surrendered,  death or maturity  proceeds are paid,  or if the grace period ends
without  our  receiving  the payment  required to keep the Policy in force.  The
rights and privileges end as of the monthly date on or immediately preceding the
start of the grace period.

If an owner dies before the Policy terminates,  the surviving owner(s),  if any,
succeed to that person's ownership interest,  unless otherwise specified. If all
owners die before the policy terminates,  the Policy passes to the estate of the
last surviving owner.
With our  consent,  you may  specify  a  different  arrangement  for  contingent
ownership.

Beneficiary
You have the right to name a beneficiary(ies)  and contingent  beneficiary(ies).
This may be done as part of the  application  process or by sending us a written
request. Unless you have named an irrevocable  beneficiary,  you may change your
beneficiary  designation by sending us a written  request.  After approval,  the
change is effective as of the date you signed the request for change. We reserve
the  right to  require  that you send us the  Policy so that we can  record  the
change.

If no  beneficiary(ies)  survives the death of the surviving insured,  the death
proceeds  are paid to the  owner(s)  or the  estate  of the  owner  (s) in equal
percentages unless otherwise specified.

Benefit Instructions
While either insured is alive, you may give us instructions for payment of death
proceeds under one of the benefit  options of the Policy.  The  instructions  or
changes  to  the   instructions   must  be  in   writing.   If  you  change  the
beneficiary(ies), prior benefit instructions are revoked.

Benefit Payment Options
While the surviving  insured is alive,  you may arrange for death proceeds to be
paid in a lump sum or under one of the benefit  payment  options.  These choices
are also available if the Policy is surrendered or matures.

     o   Option A - Special Benefit Arrangement
         A specially  designed benefit option may be arranged with our approval.
     o   Option B - Proceeds left at interest
         We hold the amount of the benefit on  deposit.  Interest  payments  are
         made annually, semiannually, quarterly or monthly as selected.
     o   Option C - Fixed Income
         We pay income of a fixed amount for a fixed period (not exceeding 30 
         years).
     o   Option D - Life Income
         We pay income during a person's  lifetime.  A minimum guaranteed period
         may be used.
     o   Option E - Joint and Survivor Life Income
         We pay income during the lifetime of two people and continue  until the
         death of the survivor. This option includes a minimum guaranteed period
         of 10 years.
     o   Option F - Joint and Two-thirds Survivor Life Income
         We pay an income  during the lifetime of two people and  two-thirds  of
         the original amount during the remaining lifetime of the survivor.

Interest at a rate set by us, but never less than required by state law, applies
to: 
     o   determine the payment under Option B, and 
     o   any interest in excess of the guaranteed minimum is added to payments 
         under Option C.

Right to Exchange Policy
During the first 24 months after the policy date (except during a grace period),
you have the right to make an irrevocable,  one-time election to transfer all of
your  Investment  Account values to the Fixed  Account.  No charge is imposed on
this transfer.

Your request must be in writing and be signed by the owner(s).  The request must
be  postmarked  or delivered  to our home office  before the end of the 24-month
period. The transfer is effective when we receive your written request.

Non-Participating Policy
The Policies do not share in any divisible surplus of the Company.

Incontestability
We will not contest the insurance  coverage  provided by the Policy,  except for
any  increases  in face  amount,  after the Policy has been in force  during the
lifetime of either  insured for a period of two years from the policy date.  Any
face amount increase has its own two-year  contestability  period that begins on
the effective  date of the  adjustment.  The time limit in the  incontestability
period does not apply to fraudulent mistrepresentations.

Suicide
Death  proceeds are not paid if either  insured  dies by suicide,  while sane or
insane,  within two years of the policy date (or two years from the date of face
amount increase with respect to such  increase).  In the event of the suicide of
either  insured  within two years of the policy  date,  our only  liability is a
refund of premiums  paid,  without  interest,  minus any policy loans and unpaid
loan interest and partial  surrenders.  In the event of suicide within two years
of a face amount increase, our only liability with respect to that increase is a
refund of the cost of insurance for the increase.  If the suicide  occurs at the
death of the first  insured,  this  amount  will be paid to the  owner(s) of the
Policy. If the suicide occurs at the death of the surviving insured, this amount
will be paid to the beneficiary(ies).

Delay of Payments
Payment  due  to  exercise  of  your  rights  under  the  free-look   provision,
surrenders,  policy loans, death or maturity proceeds,  and transfers to or from
an Investment  Account are generally made within five days after we receive your
instructions  in a form  acceptable  to us.  This  period may be  shorter  where
required by law. However, payment of any amount upon return of the Policy, total
or partial surrender,  policy loan, death, maturity or the transfer to or from a
division of the  Separate  Account  may be  deferred  during any period when the
right to sell mutual fund shares is suspended as permitted  under  provisions of
the Investment Company Act of 1940 (as amended).

The right to sell shares may be suspended during any period when:
     o   trading on the New York Stock  Exchange is  restricted as determined by
         the SEC or when the  Exchange  is closed  for other than  weekends  and
         holidays, or
     o   an emergency  exists, as determined by the SEC, as a result of which: 
         o   disposal by a fund of securities  owned  by  it is  not  reasonably
             practicable;  
         o   it is not reasonably  practicable  for a fund to fairly determine
             the value of its net assets; or o the SEC permits  suspension
             for the protection of security holders.

If payments  are delayed and your  instruction  is not  canceled by your written
instruction,  the amount of the  transaction is determined  the first  valuation
date following the expiration of the permitted  delay.  The  transaction is made
within five days thereafter.

In addition,  payments on surrenders  attributable  to a premium payment made by
check may be delayed up to 15 days.  This permits payment to be collected on the
check.

Addition, Deletion or Substitution of Investments
We reserve the right to make  certain  changes if, in our  judgement,  they best
serve your  interests  or are  appropriate  in  carrying  out the purpose of the
Policy.  Any changes are made only to the extent and in the manner  permitted by
applicable laws. Also, when required by law, we will obtain your approval of the
changes and approval from any appropriate  regulatory  authority.  Approvals may
not be required in all cases. Examples of the changes we may make include:
     o   transfer  assets in any  division  to another division  or to the Fixed
         Account; 
     o   add, combine or eliminate  divisions in the Separate Account; or
     o   substitute the shares of an Investment Account for the Investment 
         Account shares in any division:
         o   if shares of an Investment Account are no longer available for 
             investment; or
         o   if in our judgement,  investment in an Investment  Account becomes
             inappropriate considering the purposes of the Separate Account.

If we  eliminate  or combine  existing  divisions  or  transfer  assets from one
division to another,  you may change  allocation  percentages  and  transfer any
value in an affected division to another Investment  Account(s) and/or the Fixed
Account  without  charge.  You may exercise  this exchange  privilege  until the
latter of 60 days after a) the effective date of the change,  or b) the date you
receive notice of the options available. You may only exercise this right if you
have an interest in the affected division(s)

DISTRIBUTION OF THE POLICY
We intend to sell the Policies in all jurisdictions  where we are licensed.  The
Policies  will be sold by  licensed  insurance  agents  who are also  registered
representatives  of broker-dealers  registered with the SEC under the Securities
Exchange Act of 1934 who are members of the National  Association  of Securities
Dealers, Inc. (NASD).

The Policies will be distributed by the general  distributor,  Princor Financial
Services  Corporation  (Princor),  which is an affiliate  of ours.  Princor is a
securities  broker-dealer  registered with the SEC and a member of the NASD. The
Policies may also be sold through other broker-dealers authorized by Princor and
applicable law to do so. Registered  representatives of such  broker-dealers may
be paid on a different basis than described below.

For Policies sold through  Princor,  commissions  generally will be no more than
50% of premium  received in the first policy year or the first year following an
adjustment up to the planned periodic premium (not to exceed target premium). In
addition,  a  commission  of up to 3% of  premium above  the  lesser  of planned
periodic  or target  premium  received  in the first  policy year (or first year
following  an  adjustment)  may be  paid.  In the  second  through  tenth  years
following the policy date (or adjustment date),  commissions range from 0% to 2%
of premiums  received.  A service  fee of up to 2% is paid on premiums  received
after the  second  policy  year.  Expense  allowances  may be paid to agents and
brokers based on premiums received.

OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION
The  officers and  directors of the  investment  advisor,  Principal  Management
Corporation,  are  shown  below.  This  list  includes  some of the same  people
(designated  by *),  who are  serving in the same  capacities  as  officers  and
directors  of the  underwriter,  Princor  Financial  Services  Corporation.  The
principal business address for each officer and director is: Principal Financial
Group, Des Moines, Iowa 50392.


                                      

       * JOHN E. ASCHENBRENNER              Director
         CRAIG R. BARNES                    Vice President
       * CRAIG L. BASSETT                   Treasurer
       * MICHAEL J. BEER                    Senior Vice President and Chief Operating Officer
       * MARY L. BRICKER                    Assistant Corporate Secretary
       * DAVID J. DRURY                     Director
       * ARTHUR S. FILEAN                   Vice President
       * PAUL N. GERMAIN                    Vice President - Mutual Fund Operations
       * ERNEST H. GILLUM                   Vice President - Compliance and Product Development
       * THOMAS J. GRAF                     Director
       * J. BARRY GRISWELL                  Chairman of the Board and Director
       * JOYCE N. HOFFMAN                   Vice President and Corporate Secretary
       * STEPHAN L. JONES                   Director and President
       * ELLEN Z. LAMALE                    Director
       * GREGG R. NARBER                    Director
       * RICHARD L. PREY                    Director
       * LAYNE A. RASMUSSEN                 Controller - Mutual Funds
       * ELIZABETH R. RING                  Controller
       * MICHAEL J. ROUGHTON                Counsel
       * JEAN B. SCHUSTEK                   Product Compliance Officer - Registered
                                            Products
         DEWAIN A. SPARRGROVE               Vice President


OFFICERS AND DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY
Principal  Life  Insurance  Company  is  managed  by a Board of  Directors.  The
directors  and  executive  officers of the  Company,  their  positions  with the
Company,  including Board Committee memberships,  and their principal occupation
during the last five years, are as follows:



Executive Officers (other than Directors):
                                      
       JOHN EDWARD ASCHENBRENNER            Senior Vice President
       PAUL FRANCIS BOGNANNO                Senior Vice President
       CHARLES ROBERT DUNCAN                Senior Vice President
       DENNIS PAUL FRANCIS                  Senior Vice President
       THOMAS JEFFERSON GAARD               Senior Vice President
       MICHAEL HARRY GERSIE                 Senior Vice President
       THOMAS JOHN GRAF                     Senior Vice President
       ROBB BRYAN HILL                      Senior Vice President
       GREGG ROSS NARBER                    Senior Vice President and General Counsel
       MARY AGNES O'KEEFE                   Senior Vice President
       RICHARD LEO PREY                     Senior Vice President
       ROBERT ALLEN SLEPICKA                Senior Vice President
       NORMAN RAUL SORENSEN                 Senior Vice President
       CARL CHANSON WILLIAMS                Senior Vice President and Chief Information Officer



Directors:
Name, Positions and Offices                 Principal Occupation During Last 5 Years
- ------------------------------------------------------------------------------------
                                         
RUTH MARGARET DAVIS                         President and Chief Executive Officer, The Pymatuning Group, Inc.
Director
Member, Nominating Committee

DAVID JAMES DRURY                           Chairman and Chief Executive Officer, Principal Life Insurance Company since
Director                                    January 1995. President and Chief Executive Officer from 1994 - 1995; President from
Chairman of the Board                       1993-1994; Executive Vice President from 1992 - 1993.
Chair, Executive Committee

CHARLES DANIEL GELATT, JR.                  President, NMT Corporation.
Director
Member, Executive Committee
Chair, Human Resources
Committee

JOHN BARRY GRISWELL                         President, Principal Life Insurance Company since March 1998. Executive Vice
Director                                    President 1996 - 1998. Senior Vice President 1988 - 1996.

GERALD DAVID HURD                           Retired. Chairman and Chief Executive Officer, Principal Life Insurance Company 1989
Director                                    1994.
Member, Executive and
Nominating Committees

CHARLES SAMUEL JOHNSON                      Chairman,  President and Chief  Executive  Officer,  Pioneer  Hi-Bred  International,
Director                                    Inc. since December 1996.  President and Chief Executive  Officer 1995 - 1996.
Member, Audit Committee                     President and Chief Operating Officer 1995. Executive Vice President  1993 - 1995.

WILLIAM TURNBALL KERR                       Chairman,  President & Chief Executive  Officer,  Meredith  Corporation since January
Director                                    1998. President and Chief Executive  Officer,  1997-1998. President and Chief Operating
Member, Executive Committee and             Officer 1994-1997. Prior thereto, Executive Vice President.
Chair, Nominating Committee

LEE LIU                                     Chairman of the Board,  Alliant  Corporation since April 1998. Chairman and Chief
Director                                    Executive Officer, IES Industries, Inc., November 1996-April 1998. Prior thereto,
Member, Executive and Human                 Chairman, President and Chief Executive Officer.
Resources Committees

VICTOR HENDRIK LOEWENSTEIN                  Managing Partner, Egon Zehnder International
Director
Member, Audit Committee

RONALD DALE PEARSON                         Chairman, President and Chief Executive Officer, Hy-Vee, Inc.
Director
Member, Human Resources
Committee

JOHN ROY PRICE                              Managing  Director, The Chase  Manhattan Corporation  since  April 1996. Prior thereto,
Director                                    Director, Chemical Banking Corporation.
Member, Nominating Committee

DONALD MITCHELL STEWART                     President, The College Board.
Director
Member, Human Resources
Committee

ELIZABETH EDITH TALLETT                     President & CEO of Dioscor, Inc. since 1996. Also, President and Chief Executive Officer
Director                                    Ellard  Pharmaceuticals,  Inc.  since 1997 and  Chairman of Humascan,  Inc.  since
Chair, Audit Committee                      1998. President and Chief Executive Officer,  Transcell Technologies,  Inc. 1992 - 1996.

DEAN DICKSON THORNTON                       Retired since 1993. Prior thereto President, Boeing Commercial Airplane Group.
Director
Member, Audit Committee

FRED WILLIAM WEITZ                          President, Chairman of the Board and Chief Executive Officer, Essex Meadows, Inc. since
Director                                    1995. Prior thereto,  President,  Chairman of the Board, and Chief Executive  Officer,
Member, Human Resources                     The Weitz Corporation and its subsidiaries.
Committee


STATE REGULATION
The  Company  is subject  to the laws of the State of Iowa  governing  insurance
companies and to regulation by the Insurance Department of the State of Iowa. An
annual  statement  in a  prescribed  form  must be filed by March 1 in each year
covering our operations  for the preceding  year and our financial  condition on
December 31 of the prior year.  Our books and assets are subject to  examination
by the Commissioner of Insurance of the State of Iowa or her  representatives at
all times. A full examination of our operations is conducted periodically by the
National Association of Insurance  Commissioners.  Iowa law and regulations also
prescribe permissible investments,  but this does not involve supervision of the
investment management or policy of the Company.

In  addition,  we are subject to the  insurance  laws and  regulations  of other
states and  jurisdictions  where we are  licensed  to  operate.  Generally,  the
insurance  departments of these states and  jurisdictions  apply the laws of the
state of domicile in determining the field of permissible investments.

FEDERAL TAX MATTERS
The  following  description  is a general  summary of the tax  rules,  primarily
related to federal  income taxes,  which in our opinion are currently in effect.
These rules are based on laws,  regulations and interpretations that are subject
to change at any time. This summary is not  comprehensive and is not intended as
tax  advice.  While we  reserve  the  right to  change  the  Policy to assure it
continues  to qualify as life  insurance  for tax  purposes,  we cannot make any
guarantee regarding the future tax treatment of any Policy. You should consult a
qualified  tax  adviser  about the tax  implications  of taking  action  under a
Policy.

Tax Status of the Company and the Separate Account
We are  taxed as an  insurance  company  under  subchapter  L of the  Code.  The
Separate Account is not a separate taxable entity. Its operations are taken into
account by us in determining our tax liability.  All Separate Account investment
income and realized net capital gains are  reinvested  and taken into account in
determining  policy  values and are  automatically  applied to increase the book
reserves associated with the Policies.

Charges for Taxes
We impose a federal  tax charge  equal to 1.25% of premiums  received  under the
Policy to compensate us for the federal  income tax liability we incur by reason
of  receiving  those  premiums.  We believe  that this charge is  reasonable  in
relation to the increased  tax burden the Company  incurs as a result of Section
848 of the Code. No other charge is currently  made to the Separate  Account for
federal  income  taxes of the Company that may be  attributable  to the Separate
Account.  Periodically, we review the appropriateness of charges to the Separate
Account  for  federal  income  taxes.  In the  future,  a charge may be made for
federal income taxes incurred by us and attributable to the Separate Account. In
addition,  depending  on the method of  calculating  interest  on policy  values
allocated to the Fixed  Account,  a charge may be imposed for the Policy's share
of our federal income taxes attributable to the Fixed Account.

Under  current  law, we may incur  state or local taxes (in  addition to premium
taxes) in several states. At present, these taxes are not significant.  If there
is a material change  attributable to state or local taxes, we reserve the right
to charge the Separate Account for the portion of taxes, if any, attributable to
the Separate Account.

Diversification Standards
The Policy should qualify as a life insurance contract as long as the underlying
investments  for the  Policy  satisfy  diversification  requirements  of Section
817(h) of the Code.

IRS Definition of Life Insurance
The  Policy should qualify as a life insurance  contract as long as it satisfies
certain tests under Sections 7702 of the Code. 
     o   The Policy qualifies if it satisfies a cash value accumulation test or 
         a guideline premium requirement and falls within a
         cash value corridor.
     o   If at any time a premium is paid which would  result in total  premiums
         exceeding  the current  maximum  premium  allowed,  we only accept that
         portion of the premium  which would make the total  premiums  equal the
         maximum.

Modified Endowment Contract Status
Section 7702A of the Code sets forth a classification of life insurance policies
known as "Modified  Endowment  Contracts."  Policy loans and partial  surrenders
from a policy that is classified as a modified endowment contract are taxable as
ordinary  income to the owner in an amount  equal to the lesser of the amount of
the  loan/partial  surrender  or the  excess of policy  value  over the  owner's
investment in the Policy.  Additionally,  taxable distributions are subject to a
federal income tax penalty of 10% unless the payment is:
     o   made after the owner attains age 59 1/2;
     o   attributable to the taxpayer becoming disabled; or
     o   part of a series of  substantially  equal  periodic  payments (made not
         less  frequently than annually) made for the life or life expectancy of
         the taxpayer.

Modified endowment contract classification may be avoided by limiting the amount
of premiums paid under the Policy.  If you  contemplate a large premium  payment
under this Policy, and you wish to avoid modified endowment contract status, you
may contact us before making the payment and we will tell you the maximum amount
which can be paid into the Policy  before it would  become a modified  endowment
contract.

Policy Surrenders and Partial Surrenders
A  surrender  or lapse of the Policy  may have  income  tax  consequences.  Upon
surrender,  the owner(s) is not taxed on the cash surrender value except for the
amount, if any, that exceeds the gross premiums paid less the untaxed portion of
any prior surrenders. The amount of any policy loan, upon surrender or lapse, is
added to the cash surrender  value and treated,  for this purpose,  as if it had
been received.  A loss incurred upon surrender is generally not deductible.  The
tax  consequences  of a surrender may differ if the proceeds are received  under
any income payment settlement option.

A total  surrender of the Policy will, and a partial  surrender may, be included
in your gross income to the extent that the distribution exceeds your investment
in the Policy.  Partial surrenders generally are not taxable unless the total of
such  surrenders  exceeds total  premiums paid to the date of partial  surrender
less the untaxed  portion of any prior partial  surrenders.  During the first 15
policy years,  an amount may be taxable prior to your tax-free  recovery of your
investment in the Policy if the partial  surrender results in or is necessitated
by a reduction in death  benefits.  A qualified tax advisor  should be consulted
regarding  the tax  consequences  of any partial  surrender  during the first 15
policy years.

The  increase  in policy  value of the Policy is not  included  in gross  income
unless  and until  there is a total  surrender  or partial  surrender  under the
Policy. A complete surrender of the Policy will, and a partial surrender may, be
included  in your  gross  income to the  extent the  distribution  exceeds  your
investment in the Policy.  Transfers between the Investment  Accounts and/or the
Fixed Account are not considered as distributions  from the Policy and would not
be considered taxable income.

Policy Loans and Loan Interest
Loans  received  under the  Policy  are  generally  recognized  as loans for tax
purposes and are not  considered to be  distributions  subject to tax.  Interest
paid to us as a result of a policy loan may or may not be  deductible  depending
on a number of  factors.  Due to the  complexity  of these  factors,  you should
consult a competent  tax  advisor as to the  deductibility  of interest  paid on
policy loans. If the Policy is a modified endowment  contract,  a policy loan is
taxable to an amount equal to the lesser of the amount of the loan or the excess
of policy value over the owner's investment in the Policy.

Corporate Alternative Minimum Tax
Ownership of a Policy by certain corporations may affect the owner's exposure to
the corporate  alternative  minimum tax. In determining whether it is subject to
alternative minimum tax, the corporate owner must make two computations.  First,
the corporation  must take into account a portion of the current year's increase
in the built-in gain in its corporate  owned policies.  Second,  the corporation
must take  into  account a  portion  of the  amount by which the death  benefits
received  under any Policy exceed the sum of a) the premiums paid on that Policy
in the year of death, and b) the corporation's  basis in the Policy (as measured
for  alternative  minimum tax purposes) as of the end of the  corporation's  tax
year immediately  preceding the year of death. The corporate alternative minimum
tax does not  apply to S  Corporations.  Such tax also  does not apply to "Small
Corporations" as defined by Secition 55(c) of the Code.  Corporations with gross
receipts of  $5,000,000  or less for their first  taxable year after 1996,  with
gross receipts not exceeding  $7,500,000 after the first taxable year, will meet
this definition.

Exchange or Assignment of Policies
A change of  policy,  or an  exchange  or  assignment  of a Policy  may have tax
consequences.  An  assignment  or exchange  may result in taxable  income to the
transferring owner. For complete  information with respect to policy assignments
and exchanges, a qualified tax advisor should be consulted.

Withholding
Withholding  is  generally  required  on  certain  taxable  distributions  under
insurance  contracts.  In the case of periodic  payments,  the withholding is at
graduated rates.  With respect to non-periodic  distributions,  withholding is a
flat rate of 10%. You may elect to have either non-periodic or periodic payments
made without  withholding except if your tax identification  number has not been
furnished to us or if the IRS has  notified us that the number you  furnished is
incorrect.

Other Tax Issues
Federal estate taxes and state and local estate, inheritance and other taxes may
become  due  depending  on  applicable  law  and  your   circumstances   or  the
circumstances  of the policy  beneficiary(ies)  if you or the insured dies.  Any
person  concerned  about the estate  implications of the Policy should consult a
competent tax advisor.

EMPLOYEE BENEFIT PLANS
The United States Supreme Court has held that optional  annuity benefits under a
qualified deferred compensation plan cannot vary on the basis of gender. Polices
are available for use in connection with employment related insurance or benefit
plans which do not vary between male and female  insured of a particular age and
underwriting  classification.  A competent  tax advisor  should be  consulted on
these matters.

LEGAL OPINIONS
Legal matters  applicable  to the issue and sale of the Policies,  including our
right to issue Policies under Iowa Insurance Law, have been passed upon by Gregg
R. Narber, Senior Vice President and General Counsel.

LEGAL PROCEEDINGS
There are no legal proceedings  pending to which the Separate Account is a party
or which would materially affect the Separate Account.

REGISTRATION STATEMENT
This prospectus omits some information  contained in the registration  statement
that we have filed with the SEC.  Statements  contained in this  prospectus  are
summaries of the contents of the Policy and other legal documents.

OTHER VARIABLE INSURANCE CONTRACTS
The Company  currently  offers other variable life contracts that participate in
the  Separate  Account.  In the future,  we may  designate  additional  group or
individual variable annuity contracts as participating in the Separate Account.

Reservation of Rights
The Company reserves the right to amend or terminate the special plans described
in this prospectus.  Such plans include preauthorized  premium payments,  dollar
cost averaging (DCA) and automatic portfolio  rebalancing (APR). In addition, we
reserve  the  right  to  charge  a  transfer  fee of no more  than  $25 for each
unscheduled transfer after the 12th such transfer in a policy year. You would be
notified of any such action to the extent required by law.

YEAR 2000

              The Year 2000 information will be added by amendment.

INDEPENDENT AUDITORS
The financial  statements of the Principal Life Insurance  Company Variable Life
Separate  Account and the  consolidated  financial  statements  of the Principal
Financial  Group(R)  (comprised  of  Principal  Life  Insurance  Company and its
subsidiaries)  are  included  in this  prospectus.  Those  statements  have been
audited  by Ernst & Young  LLP,  independent  auditors,  801 Grand  Avenue,  Des
Moines, Iowa 50309, for the periods indicated in their reports.

CUSTOMER INQUIRIES
Your questions  should be directed to:  Survivorship  Flexible  Premium Variable
Universal Life,  Principal Financial Group, P.O. Box ________,  Des Moines, Iowa
_____-_______, 1-800- _____________________.

FINANCIAL STATEMENTS

       The financial statements of the Company will be added by amendment.

                                   APPENDIX A

The following tables illustrate how the policy value,  surrender value and death
proceeds  of the  Policy  may  change  with  the  investment  experience  of the
Investment  Accounts.  The tables show how these amounts in the Policy issued to
insureds  with a given joint  equivalent  age (JEA)  varies over time if planned
periodic  premiums are paid annually and if the investment  return of the assets
in the Investment Accounts were a uniform, gross, after-tax,  annual rate of 0%,
6% or 12%. The death  benefits and values would be different from those shown if
the return averaged 0%, 6% or 12%, but fluctuated above and below those averages
during the year. Both death benefit option 1 and option 2 are illustrated.

The  illustrations  reflect a  hypothetical  Policy issued to a 55 year-old male
nonsmokers and a 50 year-old female  non-smoker.  llustrations for younger males
or females would be more favorable than those presented. Illustrations for older
males or smokers would be less favorable.
     o   Illustrations 1 and 3 reflect current administrative and cost of 
         insurance charges.
     o   Illustrations 2 and 4 reflect the guaranteed maximum administration 
         and cost of insurance charges.

The illustrations reflect all Policy charges including:
     o   deductions  from premiums for sales load and state and federal  taxes;
     o   monthly administration charges; 
     o   cost of insurance charge; 
     o   mortality and expense risks charge; and
     o   contingent deferred  sales load that may be deducted if the Policy were
         fully surrendered or lapsed.

In  addition,  the  illustrations  reflect the average  fees and expenses of the
Investment Accounts.  The average fees and expenses of the Accounts may decrease
or increase  in the  future.  Such a change  would make the  operating  expenses
actually  incurred  by an  Account  differ  from the  average  rate  used in the
illustrations.

The illustrations are based on the assumption that:
     o   payments  are  made  according  to the  $16,000  annual target  premium
         schedule;  
     o   no values are allocated to the Fixed Account; 
     o   no changes are made to the death benefit option or face amount;  
     o   no policy loans and/or partial surrenders are made; and 
     o   no riders are in effect.

Upon request, we will prepare a comparable  illustration based upon the proposed
insureds' actual age, gender,  smoking status,  risk  classification and desired
Policy features.

In advertisements or sales literature for the Policies that include  performance
data for one of more of the Investment  Accounts,  we may include policy values,
surrender  values and death benefit figures computed using the same methods that
were used in creating the following  illustrations.  However, the actual average
total rate of return for the specific Investment Account(s) will be used instead
of the hypothetical rates used in the following illustrations.  This information
may be shown in the form of graphs,  charts, tables and examples. It may include
data for periods prior to the offering of the Policy for an Account that has had
performance during such prior period (with policy charges assumed to be equal to
current charges for any period(s) prior to the offering of the Policy).



Illustration 1                                PRINCIPAL LIFE INSURANCE COMPANY                        Initial Face Amount $1,000,000
                                            SURVIVORSHIP VARIABLE UNIVERSAL LIFE                      Death Benefit Option 1
PLANNED PREMIUM $16,000        MALE AGE 55 PREFERRED NON-SMOKER, FEMALE AGE 50 PREFERRED NON-SMOKER
                                                    ASSUMING CURRENT CHARGES

                                           Death Benefit (2)                              Accumulated Value (2)                 
                                      Assuming Hypothetical Gross                       Assuming Hypothetical Gross             
                                      Annual Investment Return of                       Annual Investment Return of             


End of       Accumulated          0%             6%               12%              0%              6%               12%         
Year         Premiums (1)    (-.78% Net)     (5.22% Net)     (11.22% Net)      (-.78% Net)      (5.22% Net)    (11.22% Net)     

                                                                                                     
    1        $   16,800      $1,000,000      $1,000,000       $1,000,000        $ 13,646        $ 14,493       $    15,339      
    2            34,440       1,000,000       1,000,000        1,000,000          26,956          29,487            32,120      
    3            52,962       1,000,000       1,000,000        1,000,000          39,910          44,982            50,466      
    4            72,410       1,000,000       1,000,000        1,000,000          52,487          60,972            70,512      
    5            92,831       1,000,000       1,000,000        1,000,000          64,663          77,450            92,405      
    6           114,272       1,000,000       1,000,000        1,000,000          76,412          94,408           116,308      
    7           136,786       1,000,000       1,000,000        1,000,000          87,723         111,851           142,420      
    8           160,425       1,000,000       1,000,000        1,000,000          98,860         130,064           171,234      
    9           185,246       1,000,000       1,000,000        1,000,000         109,815         149,073           203,024      
   10           211,309       1,000,000       1,000,000        1,000,000         121,186         169,746           239,278      
   11           238,674       1,000,000       1,000,000        1,000,000         133,525         192,574           280,669      
   12           267,408       1,000,000       1,000,000        1,000,000         145,697         216,499           326,552      
   13           297,578       1,000,000       1,000,000        1,000,000         157,693         241,565           377,415      
   14           329,257       1,000,000       1,000,000        1,000,000         169,492         267,811           433,794      
   15           362,520       1,000,000       1,000,000        1,000,000         181,076         295,284           496,294      
   20           555,508       1,000,000       1,000,000        1,078,791         239,814         457,281           929,993      
   25           801,815       1,000,000       1,000,000        1,769,408         287,978         658,707         1,653,652      
   30         1,116,173       1,000,000       1,000,000        3,001,207         313,136         911,582         2,858,293      


             Surrender Value (2)            
         Assuming Hypothetical Gross        
         Annual Investment Return of        
                                            
                                            
    0%              6%               12%    
 (-.78% Net)     (5.22% Net)    (11.22% Net)
                                            
 $   4,146          $4,993       $    5,839 
    17,456          19,987           22,620 
    30,410          35,482           40,966 
    42,987          51,472           61,012 
    55,163          67,950           82,905 
    67,365          85,360          107,261 
    79,581         103,709          134,278 
    92,074         123,278          164,448 
   104,839         144,096          198,048 
   118,472         167,032          236,564 
   133,525         192,574          280,669 
   145,697         216,499          326,552 
   157,693         241,565          377,415 
   169,492         267,811          433,794 
   181,076         295,284          496,294 
   239,814         457,281          929,993 
   287,978         658,707        1,653,652 
   313,136         911,582        2,858,293 

<FN>
(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.
</FN>

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
to be a representation of past or future investment  results.  Actual investment
results may be more or less than those  shown.  The death  benefit,  accumulated
value and  surrender  value for a policy would be different  from those shown if
actual rates of investment  return  applicable to the policy  averaged 0%, 6% or
12% over a period of years,  but also fluctuated above or below that average for
individual  policy years.  The death  benefit,  accumulated  value and surrender
value for a policy  would also be different  from those shown,  depending on the
investment  allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment  return  applicable to the policy  averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions.  No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.




Illustration 2                               PRINCIPAL LIFE INSURANCE COMPANY                         Initial Face Amount $1,000,000
                                            SURVIVORSHIP VARIABLE UNIVERSAL LIFE                      Death Benefit Option 1
PLANNED PREMIUM $16,000         MALE AGE 55 PREFERRED NON-SMOKER, FEMALE AGE 50 PREFERRED NON-SMOKER
                                                  ASSUMING GUARANTEED CHARGES

                                           Death Benefit (2)                              Accumulated Value (2)                 
                                      Assuming Hypothetical Gross                       Assuming Hypothetical Gross             
                                      Annual Investment Return of                       Annual Investment Return of             


End of       Accumulated          0%             6%               12%              0%              6%               12%         
 Year        Premiums (1)     (-.78% Net)    (5.22% Net)     (11.22% Net)      (-.78% Net)     (5.22% Net)     (11.22% Net)     


                                                                                                     
    1        $   16,800      $1,000,000      $1,000,000       $1,000,000        $ 13,527        $ 14,370       $    15,212      
    2            34,440       1,000,000       1,000,000        1,000,000          26,719          29,236            31,854      
    3            52,962       1,000,000       1,000,000        1,000,000          39,558          44,597            50,045      
    4            72,410       1,000,000       1,000,000        1,000,000          52,021          60,447            69,921      
    5            92,831       1,000,000       1,000,000        1,000,000          64,085          76,779            91,626      
    6           114,272       1,000,000       1,000,000        1,000,000          75,724          93,584           115,322      
    7           136,786       1,000,000       1,000,000        1,000,000          86,907         110,849           141,186      
    8           160,425       1,000,000       1,000,000        1,000,000          97,604         128,561           169,417      
    9           185,246       1,000,000       1,000,000        1,000,000         107,779         146,705           200,234      
   10           211,309       1,000,000       1,000,000        1,000,000         117,976         166,083           235,048      
   11           238,674       1,000,000       1,000,000        1,000,000         127,876         186,275           273,590      
   12           267,408       1,000,000       1,000,000        1,000,000         137,122         206,964           315,931      
   13           297,578       1,000,000       1,000,000        1,000,000         145,623         228,102           362,468      
   14           329,257       1,000,000       1,000,000        1,000,000         153,269         249,631           413,660      
   15           362,520       1,000,000       1,000,000        1,000,000         159,938         271,487           470,040      
   20           555,508       1,000,000       1,000,000        1,000,000         173,552         383,442           857,285      
   25           801,815       1,000,000       1,000,000        1,615,713         131,562         491,837         1,510,012      
   30         1,116,173                       1,000,000        2,717,176                         577,969         2,587,787      


             Surrender Value (2)                
         Assuming Hypothetical Gross            
         Annual Investment Return of            
                                                
                                                
    0%              6%               12%        
(-.78% Net)     (5.22% Net)     (11.22% Net)    
                                                
                                                
 $   4,027          $4,870      $     5,712     
    17,219          19,736           22,354     
    30,058          35,097           40,545     
    42,521          50,947           60,421     
    54,585          67,279           82,126     
    66,676          84,536          106,275     
    78,764         102,706          133,044     
    90,818         121,776          162,631     
   102,803         141,729          195,257     
   115,262         163,369          232,333     
   127,876         186,275          273,590     
   137,122         206,964          315,931     
   145,623         228,102          362,468     
   153,269         249,631          413,660     
   159,938         271,487          470,040     
   173,552         383,442          857,285     
   131,562         491,837        1,510,012     
                   577,969        2,587,787     

<FN>
(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.
</FN>

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
to be a representation of past or future investment  results.  Actual investment
results may be more or less than those  shown.  The death  benefit,  accumulated
value and
surrender value for a policy would be different from those shown if actual rates
of  investment  return  applicable  to the policy  averaged 0%, 6% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  or  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable to the policy  averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions.  No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.



Illustration 3                                   PRINCIPAL LIFE INSURANCE COMPANY                     Initial Face Amount $1,000,000
                                                SURVIVORSHIP VARIABLE UNIVERSAL LIFE                          Death Benefit Option 2
PLANNED PREMIUM $16,000         MALE AGE 55 PREFERRED NON-SMOKER, FEMALE AGE 50 PREFERRED NON-SMOKER
                                                     ASSUMING CURRENT CHARGES

                                           Death Benefit (2)                              Accumulated Value (2)                
                                      Assuming Hypothetical Gross                       Assuming Hypothetical Gross            
                                      Annual Investment Return of                       Annual Investment Return of            


End of       Accumulated          0%             6%               12%              0%              6%               12%        
  Year       Premiums (1)    (-.78% Net)    (5.22% Net)      (11.22% Net)      (-.78% Net)     (5.22% Net)     (11.22% Net)    
  -----------------------------------------------------------------------------------------------------------------------------

                                                                                                    
    1       $    16,800      $1,013,645      $1,014,492       $1,015,338        $ 13,645        $ 14,492       $    15,338     
    2            34,440       1,026,950       1,029,481        1,032,113          26,950          29,481            32,113     
    3            52,962       1,039,890       1,044,960        1,050,441          39,890          44,960            50,441     
    4            72,410       1,052,439       1,060,916        1,070,446          52,439          60,916            70,446     
    5            92,831       1,064,566       1,077,332        1,092,261          64,566          77,332            92,261     
    6           114,272       1,076,237       1,094,186        1,116,029          76,237          94,186           116,029     
    7           136,786       1,087,433       1,111,470        1,141,922          87,433         111,470           141,922     
    8           160,425       1,098,440       1,129,491        1,170,454          98,440         129,491           170,454     
    9           185,246       1,109,251       1,148,270        1,201,886         109,251         148,270           201,886     
   10           211,309       1,120,458       1,168,666        1,237,681         120,458         168,666           237,681     
   11           238,674       1,132,609       1,191,161        1,278,492         132,609         191,161           278,492     
   12           267,408       1,144,571       1,214,690        1,323,647         144,571         214,690           323,647     
   13           297,578       1,156,327       1,239,282        1,373,596         156,327         239,282           373,596     
   14           329,257       1,167,853       1,264,964        1,428,829         167,853         264,964           428,829     
   15           362,520       1,179,122       1,291,758        1,489,885         179,122         291,758           489,885     
   20           555,508       1,236,636       1,450,183        1,913,868         236,636         450,183           913,868     
   25           801,815       1,280,334       1,638,820        2,607,998         280,334         638,820         1,607,998     
   30         1,116,173       1,291,024       1,843,182        3,727,763         291,024         843,182         2,727,763     

              Surrender Value (2)              
          Assuming Hypothetical Gross          
          Annual Investment Return of          
                                               
                                               
     0%              6%               12%      
 (-.78% Net)     (5.22% Net)     (11.22% Net)  
- ---------------------------------------------  
                                               
  $   4,145          $4,992      $     5,838   
     17,450          19,981           22,613   
     30,390          35,460           40,941   
     42,939          51,416           60,946   
     55,066          67,832           82,761   
     67,190          85,139          106,982   
     79,291         103,328          133,780   
     91,654         122,705          163,668   
    104,275         143,294          196,910   
    117,743         165,951          234,967   
    132,609         191,161          278,492   
    144,571         214,690          323,647   
    156,327         239,282          373,596   
    167,853         264,964          428,829   
    179,122         291,758          489,885   
    236,636         450,183          913,868   
    280,334         638,820        1,607,998   
    291,024         843,182        2,727,763   
<FN>
(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.
</FN>

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
to be a representation of past or future investment  results.  Actual investment
results may be more or less than those  shown.  The death  benefit,  accumulated
value and  surrender  value for a policy would be different  from those shown if
actual rates of investment  return  applicable to the policy  averaged 0%, 6% or
12% over a period of years,  but also fluctuated above or below that average for
individual  policy years.  The death  benefit,  accumulated  value and surrender
value for a policy  would also be different  from those shown,  depending on the
investment  allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment  return  applicable to the policy  averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions.  No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.




Illustration 4                              PRINCIPAL LIFE INSURANCE COMPANY                          Initial Face Amount $1,000,000
                                           SURVIVORSHIP VARIABLE UNIVERSAL LIFE                       Death Benefit Option 2
PLANNED PREMIUM $16,000        MALE AGE 55 PREFERRED NON-SMOKER, FEMALE AGE 50 PREFERRED NON-SMOKER
                                                  ASSUMING CURRENT CHARGES

                                           Death Benefit (2)                              Accumulated Value (2)                 
                                      Assuming Hypothetical Gross                       Assuming Hypothetical Gross             
                                      Annual Investment Return of                       Annual Investment Return of             


End of       Accumulated          0%             6%               12%              0%              6%               12%         
  Year      Premiums (1)     (-.78% Net)     (5.22% Net)     (11.22% Net)      (-.78% Net)     (5.22% Net)     (11.22% Net)     

                                                                                                     
    1       $    16,800      $1,013,526      $1,014,369       $1,015,212         $13,526        $ 14,369       $    15,212      
    2            34,440       1,026,714       1,029,230        1,031,847          26,714          29,230            31,847      
    3            52,962       1,039,538       1,044,575        1,050,020          39,538          44,575            50,020      
    4            72,410       1,051,974       1,060,391        1,069,855          51,974          60,391            69,855      
    5            92,831       1,063,989       1,076,661        1,091,484          63,989          76,661            91,484      
    6           114,272       1,075,550       1,093,364        1,115,045          75,550          93,364           115,045      
    7           136,786       1,086,617       1,110,469        1,140,689          86,617         110,469           140,689      
    8           160,425       1,097,150       1,127,942        1,168,577          97,150         127,942           168,577      
    9           185,246       1,107,099       1,145,743        1,198,877         107,099         145,743           198,877      
   10           211,309       1,116,989       1,164,634        1,232,924         116,989         164,634           232,924      
   11           238,674       1,126,484       1,184,154        1,270,356         126,484         184,154           270,356      
   12           267,408       1,135,205       1,203,929        1,311,116         135,205         203,929           311,116      
   13           297,578       1,143,032       1,223,840        1,355,427         143,032         223,840           355,427      
   14           329,257       1,149,825       1,243,739        1,403,514         149,825         243,739           403,514      
   15           362,520       1,155,425       1,263,450        1,455,603         155,425         263,450           455,603      
   20           555,508       1,159,229       1,351,485        1,784,935         159,229         351,485           784,935      
   25           801,815       1,098,039       1,389,085        2,250,504          98,039         389,085         1,250,504      
   30         1,116,173                       1,293,118        2,864,115                         293,118         1,864,115      

             Surrender Value (2)              
         Assuming Hypothetical Gross          
         Annual Investment Return of          
                                              
                                              
    0%              6%               12%      
(-.78% Net)     (5.22% Net)     (11.22% Net)  
                                              
 $   4,026         $ 4,869       $    5,712   
    17,214          19,730           22,347   
    30,038          35,075           40,520   
    42,474          50,891           60,355   
    54,489          67,161           81,984   
    66,502          84,316          105,998   
    78,475         102,326          132,547   
    90,364         121,157          161,791   
   102,123         140,767          193,901   
   114,275         161,920          230,210   
   126,484         184,154          270,356   
   135,205         203,929          311,116   
   143,032         223,840          355,427   
   149,825         243,739          403,514   
   155,425         263,450          455,603   
   159,229         351,485          784,935   
    98,039         389,085        1,250,504   
                   293,118        1,864,115   

<FN>
(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.
</FN>

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
to be a representation of past or future investment  results.  Actual investment
results may be more or less than those  shown.  The death  benefit,  accumulated
value and  surrender  value for a policy would be different  from those shown if
actual rates of investment  return  applicable to the policy  averaged 0%, 6% or
12% over a period of years,  but also fluctuated above or below that average for
individual  policy years.  The death  benefit,  accumulated  value and surrender
value for a policy  would also be different  from those shown,  depending on the
investment  allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment  return  applicable to the policy  averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions.  No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.


                                   APPENDIX B

                                 TARGET PREMIUMS

The target  premiums for the Policy are based on the joint  equivalent age (JEA)
of the insureds. The JEA takes into account the gender*, age, smoking status and
risk classification of each insured. The calculation is as follows:

     1.  Start with the unadjusted individual ages of insured #1 and insured #2.
         Call this (X1) and (X2)  respectively.  
     2.  Take  each  individual  age and adjust for gender.
         -if Male the gender adjustment is 0
         -if Female the gender adjustment is minus 5
         -if Unisex rating is used, the gender adjustment is minus 2

     3.  Take  resulting  individual  ages from step 2 and adjust for smokers if
         applicable.  
         -if Male Smoker the smoker adjustment is plus 3 
         -if Female Smoker the smoker adjustment is plus 2 
         -if Unisex Smoker the smoker adjustment is plus 3

     4.  Take resulting individual ages from step 3 and adjust for substandard 
         table ratings, if any.
         -if table A rating then add 2
         -if table B rating then add 4
         -if table C rating then add 6
         -if table D rating then add 8
         -if table E rating then add 10
         -if table F rating then add 12
         -if table G rating then add 14
         -if table H rating then add 15
         -if rating is higher than table H then add 16.

     5.  The result of step 4 is the adjusted individual  ages of insured #1 and
         insured #1. Call this (X1A) and (X2A) respectively. 
     6.  If (X1A) is greater than 100 then set (X1A) equal to 100.
     7.  If (X1B) is greater  than 100 then set (X1B)  equal to 100. 
     8.  Take the difference between (X1A) and (X1B). Call this (XDIFF).
     9.  Look up (XDIFF)  on the  table  below  to find  out  what to add on to
         youngest adjusted age.
                                          XDIFF                        ADD ON

                                    0                                     0
                                    1      to        2                    1
                                    3      to        4                    2
                                    5      to        6                    3
                                    7      to        9                    4
                                   10      to       12                    5
                                   13      to       15                    6
                                   16      to       18                    7
                                   19      to       23                    8
                                   24      to       28                    9
                                   29      to       34                   10
                                   35      to       39                   11
                                   40      to       44                   12
                                   45      to       47                   13
                                   48      to       50                   14
                                   51      to       53                   15
                                   54      to       56                   16
                                   57      to       60                   17
                                   61      to       64                   18
                                   65      to       69                   19
                                   70      to       75                   20
                                   76      to       85                   21

     10. The JEA  (Joint  Equivalent  Age) is equal to the  Minimum of (X1A) and
         (X1B) plus ADD ON from the table above. 
 
     Example:

     Male Nonsmoker age 45 table rating A, Female Smoker age 57.

         1.  (X1) = 45 and (X2) = 57
         2.   (X1) = 45 + 0 =  45; and (X2) = 57 - 5 = 52
         3.   (X1) = 45 + 0 = 45; and (X2) = 52 + 2 = 54
         4.   (X1) = 45 + 2 = 47; and (X2) = 54 + 0 = 54
         5.   (XIA) = 47; (X2A) = 54
         6.   (XIA) is not greater than 100
         7.   (XIB) is not greater than 100
         8.   (XDIFF) = (X2A) - (X1A) = 54 - 47 = 7
         9.   ADD ON = 4
         10.  JEA = minimum of (XIA) and (X2A) + ADD ON = 47 + 4 = 51

SVUL Target Premium Rates per $1000 of Face

           JEA             Target               JEA                     Target
 less than  20              2.78                 61                      21.67
            20              2.78                 62                      22.98
            21              2.87                 63                      24.23
            22              2.95                 64                      25.41
            23              3.03                 65                      26.52
            24              3.13                 66                      27.56
            25              3.22                 67                      28.56
            26              3.32                 68                      29.53
            27              3.41                 69                      30.45
            28              3.52                 70                      31.36
            29              3.62                 71                      32.27
            30              3.73                 72                      33.17
            31              3.84                 73                      34.08
            32              3.96                 74                      35.02
            33              4.07                 75                      35.97
            34              4.24                 76                      36.95
            35              4.42                 77                      37.95
            36              4.60                 78                      38.94
            37              4.79                 79                      39.96
            38              4.99                 80                      40.99
            39              5.20                 81                      42.00
            40              5.41                 82                      42.00
            41              5.64                 83                      42.00
            42              5.87                 84                      42.00
            43              6.11                 85                      42.00
            44              6.51                 86                      42.00
            45              6.93                 87                      42.00
            46              7.38                 88                      42.00
            47              7.86                 89                      42.00
            48              8.38                 90                      42.00
            49              8.93   greater than  90                      42.00
            50              9.50
            51              10.12
            52              10.78
            53              11.49
            54              12.54
            55              13.68
            56              14.92
            57              16.22
            58              17.58
            59              18.94
            60              20.32

   * The cost of  insurance  rate for Policies  issued in states  which  require
     unisex  pricing or in  connection  with  employment  related  insurance and
     benefit plans is not based on the gender of the insured.


                          PART II. OTHER INFORMATION


                           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 adopted under the authority conferred in that
section.

                        UNDERTAKING PURSUANT TO RULE 484
Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant,  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  had 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.

  REPRESENTATION PURSUANT TO SECTION 26 OF THE INVESTMENT COMPANY ACT OF 1940

Principal Mutual Life Insurance Company represents the fees and charges deducted
under the Policy,  in the aggregate,  are reasonable in relation to the services
rendered,  the expenses  expected to be incurred,  and the risks  assumed by the
Company.


                    REPRESENTATIONS PURSUANT TO RULE 6e-3(T) This filing is made
pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment  Company Act of 1940.
Registrant  elects  to  be  governed  by  Rule  6e-3(T)(b)(13)(i)(A)  under  the
Investment  Company Act of 1940,  with respect to the Policies  described in the
prospectus. Registrant makes the following representations:

          (1)   Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

          (2)   The level of the  mortality  and expense  risks charge is within
                the range of industry practice for comparable contracts.

          (3)   The   Registrant  has  concluded  that  there  is  a  reasonable
                likelihood that the distribution  financing  arrangement for the
                Variable Life Separate Account will benefit the separate account
                and  policyowners,  and it will keep and make  available  to the
                Commission  on request a memorandum  setting forth the basis for
                this representation.

          (4)   The  Variable  Life   Separate   Account  will  invest  only  in
                management  investment companies which have undertaken to have a
                board  of  directors,  a  majority  of whom  are not  interested
                persons of the  Company,  formulate  and  approve any plan under
                Rule 12b-1 to finance distribution expenses.

The methodology used to support the  representation  made in paragraph (2) above
is based upon an analysis of the mortality  and expense risks charges  contained
in other  variable life  insurance  policies,  including  scheduled and flexible
premium  products.  Registrant  undertakes  to keep  and make  available  to the
Commission  on request  the  documents  used to support  the  representation  in
paragraph (2) above.



                       CONTENTS OF REGISTRATION STATEMENT


This registration statement comprises the following papers and documents:

     The facing sheet;

     The prospectus, consisting of 38 pages;

     The undertaking to file reports;

     The undertaking pursuant to Rule 484;

     Representations pursuant to Rule 6e-3(T);

     The signatures;

     Written consents of the following persons:

          Ernst & Young LLP

     The following exhibits

1.                  Copies  of  all  exhibits  required  by  paragraph  A of the
                    instructions  as to  exhibits  in Form  N-8B-2 are set forth
                    below under designations based on such instructions

1.A1                Resolution  of Executive  Committee of Board of Directors of
                    Principal  Mutual Life Insurance  Company  establishing  the
                    Variable Life Separate Account

1.A3A.a             Distribution  Agreement between Princor  Financial  Services
                    Corporation  and  Principal  Mutual Life  Insurance  Company

1.A3B.a             Form of Selling Agreement**

1.A3B.b             Registered Representative Agreement

1.A3C               Schedule of sales commissions**

1.A5.a              Form of Policy

1.A5.a.i            Four Year Term Insurance Rider

1.A5.a.ii           Policy Split Option Rider

1.A5.a.iii          Single Life Term Insurance Rider

1.A5.a.iv           Enhanced Death Benefit Rider

1.A5.b              Form of Policy (Unisex)

1.A5.b.i            Four Year Term Insurance Rider

1.A5.b.ii           Policy Split Option Rider (Unisex)

1.A5.b.iii          Single Life Term Insurance Rider

1.A5.b.iv           Enhanced Death Benefit Rider

1.A6.a              Articles of Incorporation, as Amended of Principal
                    Life Insurance Company

1.A6.b              By-laws of Principal Life Insurance Company

1.A10.a             Form of Application**

1.A10.b             Form of Supplemental Application**

2.                  Opinion and consent of G. R. Narber, Senior Vice President
                    and General Counsel

3.                  No financial statements will be omitted from the prospectus
                    pursuant to Instruction 1(b) or (c) or Part I

4.                  Not applicable

5.                  Not applicable

6.                  Consent of Ernst & Young LLP**

7.                  Description of Issuance, Transfer and Redemption Procedures
                    Pursuant to Rule 6e-3(T)(b)(12)(iii)

8.                  Powers of Attorney of Directors of Principal Life
                    Insurance Company

9.                  Opinion and Consent of Jeff Fitch, FSA, MAAA
- ---------------------------------
** To be filed by Amendment.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has duly caused this  registration  statement  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 Des Moines, and the state of Iowa, on the 29th day
of January, 1999.


                          PRINCIPAL LIFE INSURANCE COMPANY
                          VARIABLE LIFE SEPARATE ACCOUNT

                                      (Registrant)


                         By:  PRINCIPAL LIFE INSURANCE COMPANY

                                 (Depositor)

                                   /s/ David J. Drury
                         By ______________________________________________
                              David J. Drury
                              Chairman and Chief Executive Officer

Attest:

/s/ Joyce N. Hoffman
- -----------------------------------
Joyce N. Hoffman
Vice President and
  Corporate Secretary


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

Signature                          Title                           Date


/s/ D. J. Drury                Chairman and                    January 29, 1999
- --------------------           Chief Executive Officer
D. J. Drury



/s/ D. C. Cunningham           Vice President and              January 29, 1999
- --------------------           Controller (Principal
D. C. Cunningham               Accounting Officer)



/s/ M. H. Gersie               Senior Vice President           January 29, 1999
- --------------------           (Principal Financial
M. H. Gersie                   Officer)


  (R. M. Davis)*               Director                        January 29, 1999
- --------------------
R. M. Davis


  (C. D. Gelatt, Jr.)*         Director                        January 29, 1999
- --------------------
C. D. Gelatt, Jr.


  (J. B. Griswell)*            Director                        January 29, 1999
- --------------------
J. B. Griswell


  (G. D. Hurd)*                Director                        January 29, 1999
- --------------------
G. D. Hurd


  (C. S. Johnson)*             Director                        January 29, 1999
- --------------------
C. S. Johnson


  (W. T. Kerr)*                Director                        January 29, 1999
- --------------------
W. T. Kerr


  (L. Liu)*                    Director                        January 29, 1999
- --------------------
L. Liu


  (V. H. Loewenstein)*         Director                        January 29, 1999
- --------------------
V. H. Loewenstein


  (R. D. Pearson)*             Director                        January 29, 1999
- --------------------
R. D. Pearson


  (J. R. Price)*               Director                        January 29, 1999
- --------------------
J. R. Price, Jr.


  (D. M. Stewart)*             Director                        January 29, 1999
- --------------------
D. M. Stewart


  (E. E. Tallett)*             Director                        January 29, 1999
- --------------------
E. E. Tallett


  (D. D. Thornton)*            Director                        January 29, 1999
- --------------------
D. D. Thornton


  (F. W. Weitz)*               Director                        January 29, 1999
- --------------------
F. W. Weitz


                           *By    /s/ David J. Drury
                                  ------------------------------------
                                  David J. Drury
                                  Chairman and Chief Executive Officer



                                  Pursuant to Powers of Attorney
                                  Previously Filed or Included Herein


                                    EXHIBITS



                                  EXHIBIT INDEX


                                                                                            Page Number in
                                                                                         Sequential Numbering
Exhibit No.                          Description                                      Where Exhibit Can Be Found

                                                                                            
  1.A1                             Resolution of Executive Committee                              12
                                   of Board of Directors of Depositor
                                   establishing Variable Life Separate
                                   Account

  1.A3A.a                          Distribution Agreement Between                                 17
                                   Depositor and Principal Underwriter

  1.A3B.a                          Form of Selling Agreement                                       *

  1.A3B.b                          Registered Representative Agreement                            19

  1.A3C                            Schedule of Sales Commissions                                   *

  1.A5.a                           Form of Policy                                                 22

  1.A5.a.i                         Four Year Term Insurance Rider                                 38

  1.A5.a.ii                        Policy Split Option Rider                                      39

  1.A5.a.iii                       Single Life Term Insurance Rider                               41

  1.A5.a.iv                        Enhanced Death Benefit Rider                                   42

  1.A5.b                           Form of Policy (Unisex)                                        43

  1.A5.b.i                         Four Year Term Insurance Rider                                 59

  1.A5.b.ii                        Policy Split Option Rider (Unisex)                             60

  1.A5.b.iii                       Single Life Term Insurance Rider                               62

  1.A5.b.iv                        Enhanced Death Benefit Rider                                   63

  1.A6.a                           Articles of Incorporation of the Depositor                     64

  1.A6.b                           By-laws of the Depositor                                       68

  1.A10.a                          Form of Application                                             *

  1.A10.b                          Form of Supplemental Application                                *

  2                                Opinion and consent of G. R. Narber                            77
                                   Senior Vice President and General Counsel

  6                                Consent of Ernst & Young LLP                                    *

  7                                Description of Issuance, Transfer and Redemption               78
                                   Procedures Pursuant to Rule 6e-3(T)(b)(12)(iii)

  8                                Powers of Attorney of Directors of                             87
                                   Principal Mutual Life Insurance
                                   Company.

  9                                Opinion and Consent of Jeff Fitch, FSA, MAAA                   93

* To be filed by Amendment.