AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1998
                                                     REGISTRATION NO. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-6

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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


                          SELECT*LIFE VARIABLE ACCOUNT
                      (Exact Name of Unit Investment Trust)



                        RELIASTAR LIFE INSURANCE COMPANY
                               (Name of Depositor)



                                Stewart D. Gregg
                                     Counsel
                        ReliaStar Life Insurance Company
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401


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


It is proposed that this filing will become effective


[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on (date) pursuant to paragraph (a) of Rule 485


Title of securities being registered: Variable life insurance contracts issued
by a registered separate account.

Approximate date of Proposal Public Offering: As soon as practicable after the
Registration Statement becomes effective.

The Registrant hereby amends this Registration Statement 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.




                          SELECT*LIFE VARIABLE ACCOUNT

                              CROSS REFERENCE SHEET
                         (RECONCILIATION AND TIE SHEET)

  ITEM NUMBER OF
   FORM N-8B-2           HEADING IN THE PROSPECTUS
  --------------         -------------------------
        1                Cover Page
        2                Cover Page
        3                Not Applicable
        4                Distribution of the Policies
        5                ReliaStar Life Insurance
                         Company and the Variable Account
        6                The Variable Account
        7                Not Applicable
        8                Not Applicable
        9                Not Applicable
       10                Summary; Death Benefit; Payment and Allocation
                         of Premiums; Death Benefit Guarantee;
                         Accumulation Value; Sales Charge Refund; Policy
                         Lapse and Reinstatement; Surrender Benefits;
                         Investments of the Variable Account; Transfers;
                         Policy Loans; Free Look and Conversion Rights;
                         Voting Rights; General Provisions; Appendix B;
                         Appendix C
       11                Deductions and Charges; Investments of the
                         Variable Account
       12                Investments of the Variable Account
       13                Deductions and Charges
       14                The Policies; General Provisions; Distributions of
                         the Policies
       15                Payment and Allocation of Premiums; Investments
                         of the Variable Account
       16                Payment and Allocation of Premiums; Surrender
                         Benefits; Investments of the Variable Account
       17                Surrender Benefits; Policy Loans; Free Look and
                         Conversion Rights; General Provisions
       18                The Variable Account; Investments of the Variable
                         Account; Payment and Allocation of Premiums
       19                Voting Rights; General Provisions
       20                Not Applicable
       21                Policy Loans
       22                Not Applicable
       23                Bonding Arrangements
       24                Definitions; General Provisions


                                        i




  ITEM NUMBER OF
   FORM N-8B-2           HEADING IN THE PROSPECTUS
  --------------         -------------------------
       25                ReliaStar Life Insurance Company
       26                Not Applicable
       27                ReliaStar Life Insurance Company; Other
                         Contracts Issued by Us
       28                Management
       29                ReliaStar Life Insurance Company
       30                Not Applicable
       31                Not Applicable
       32                Not Applicable
       33                Not Applicable
       34                Not Applicable
       35                Not Applicable
       36                Not Applicable
       37                Not Applicable
       38                Distribution of the Policies
       39                Distribution of the Policies
       40                Distribution of the Policies
       41                Distribution of the Policies
       42                Not Applicable
       43                Not Applicable
       44                Investments of the Variable Account; Payment
                         and Allocation of Premiums; Deductions and
                         Charges
       45                Not Applicable
       46                Investments of the Variable Account; Deductions
                         and Charges
       47                Investments of the Variable Account
       48                ReliaStar Life Insurance Company; State
                         Regulation
       49                Not Applicable
       50                The Variable Account
       51                Cover Page; The Policies; Death Benefit; Payment
                         and Allocation of Premiums; Deductions and
                         Charges; Policy Lapse and Reinstatement; General
                         Provisions; Free Look and Conversion Rights
       52                Investments of the Variable Account
       53                Federal Tax Matters
       54                Not Applicable
       55                Not Applicable


                                       ii




  ITEM NUMBER OF
   FORM N-8B-2           HEADING IN THE PROSPECTUS
  --------------         -------------------------
       56                Not Applicable
       57                Not Applicable
       58                Not Applicable
       59                Financial Statements


                                       iii




                                [LOGO] RELIASTAR

                          20 Washington Avenue South
                         Minneapolis, Minnesota 55401

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

                                 SELECT*LIFE IV

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                                    ISSUED BY
                          SELECT*LIFE VARIABLE ACCOUNT
                                       OF
                        RELIASTAR LIFE INSURANCE COMPANY

     ReliaStar Life Insurance Company is offering the flexible premium variable
life insurance policy (Select*Life IV) described in this prospectus. ReliaStar
designed the Policy to provide (1) a death benefit payable when the insured
person dies; and (2) maximum flexibility regarding premium payments and death
benefits. Subject to certain restrictions, Policy owners may:

     *    vary the frequency and amount of premium payments;

     *    increase or decrease the level of death benefits payable under the
          Policy; and

     *    allocate premiums to:


          --   the Fixed Account, an account that provides a minimum specified
               rate of interest; and

          --   Sub-Accounts of Select*Life Variable Account, a variable account
               allowing you to invest in certain portfolios of the following
               Funds:



The Alger American Fund                          Neuberger Berman Advisers
                                                  Management Trust
Fidelity Variable Insurance Products Fund        Northstar Galaxy Trust
Fidelity Variable Insurance Products Fund II     OCC Accumulation Trust
Janus Aspen Series                               Putnam Variable Trust


     If you allocate net premiums to Sub-Accounts of Select*Life Variable
Account, the amount of the Policy's death benefit may, and the total value
attributed to a Policy will, vary to reflect the investment performance of the
Sub-Accounts you select.

     The Policy's primary purpose is to provide insurance protection for the
beneficiary. ReliaStar does not claim that investing in the Policy is in any way
similar or comparable to a systematic investment plan of a mutual fund.

     Generally, the Policy will remain in force as long as the cash surrender
value (that is, the amount that ReliaStar would pay if you surrender the Policy)
is sufficient to pay certain monthly charges. However, under certain
circumstances the Policy provides a death benefit guarantee that allows the
Policy to remain in force without regard to the cash surrender value (See "Death
Benefit Guarantee").

     INTERESTS IN THE POLICIES AND SHARES OF THE FUNDS ARE NOT DEPOSITS OR
OBLIGATIONS OF OR GUARANTEED BY A BANK, AND ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

     Please read this prospectus carefully and keep it for future reference.
Call 1-800-621-3750 to obtain a current prospectus for any of the Funds.


THE DATE OF THIS PROSPECTUS IS       , 1999


                                        1




                                TABLE OF CONTENTS

DEFINITIONS................................................................ 5

PART 1. SUMMARY

The Policy................................................................. 7

Free Look Rights........................................................... 8

Premium Payments........................................................... 8
The Variable Account....................................................... 8
The Fixed Account.......................................................... 8
The Funds.................................................................. 8
Charges Against the Accumulation Value.................................... 10

Charge Upon Lapse or Total Surrender of the Policy........................ 11

Surrenders................................................................ 11
Partial Withdrawals....................................................... 11
Loans..................................................................... 11

Transfers................................................................. 12
Death Benefit Overview.................................................... 12

Adjusting the Death Benefit............................................... 12
Death Benefit Guarantee................................................... 12
Lapse..................................................................... 12
Taxation of Death Benefit Proceeds........................................ 12

Taxation of the Policy.................................................... 13


PART 2. DETAILED INFORMATION


ReliaStar Life Insurance Company.......................................... 13

The Variable Account...................................................... 13
Investments of the Variable Account....................................... 13

Performance Information................................................... 14

The Policies.............................................................. 14

Death Benefit............................................................. 15
Death Benefit Qualification Tests......................................... 15

 Guideline Premium Test................................................... 15

 Cash Value Accumulation Test............................................. 15

Which Death Benefit Qualification Test to Choose.......................... 15

Death Benefit Options..................................................... 16
 Level Amount Option...................................................... 16
 Variable Amount Option................................................... 16
 Face Amount Plus Premium Amount Option................................... 16

Which Death Benefit Option to Choose...................................... 16
Requested Changes in Face Amount.......................................... 16
 Increases................................................................ 16
 Decreases................................................................ 16
 Effect of Requested Changes in Face Amount............................... 17
Insurance Protection...................................................... 17
Changing the Death Benefit Option......................................... 18

Accelerated Benefit Rider................................................. 19
Payment and Allocation of Premiums........................................ 19
Issuing the Policy........................................................ 19

 Sponsored Market Plans................................................... 19
 Coverage................................................................. 19
 Minimum Initial Premium.................................................. 19

Allocating Premiums....................................................... 20
 Crediting Net Premiums................................................... 20
 Refunding Premium........................................................ 20

Amount and Timing of Premiums............................................. 20

Planned Periodic Premiums................................................. 21

Paying Premiums by Mail................................................... 21


                                        2




Death Benefit Guarantee................................................... 21

Requirements for the Death Benefit Guarantee.............................. 22

Accumulation Value........................................................ 22
Specialized Uses of the Policy............................................ 23
Deductions and Charges.................................................... 23

Premium Expense Charge.................................................... 24
Monthly Deduction......................................................... 24
 Cost of Insurance........................................................ 24
 Monthly Administrative Charge............................................ 24

 Monthly Amount Charge.................................................... 24

 Monthly Mortality and Expense Risk Charge................................ 24
 Optional Insurance Benefit Charges....................................... 25
Surrender Charge.......................................................... 25
 General.................................................................. 25
 Montana Residents........................................................ 26
Partial Withdrawal and Transfer Charges................................... 26
Investment Advisory Fees and Fund Expenses................................ 26
Expenses.................................................................. 27
Reduction of Charges...................................................... 29
Policy Lapse and Reinstatement............................................ 29
 Lapse.................................................................... 29
 Reinstatement............................................................ 29
Surrender Benefits........................................................ 29
Total Surrender........................................................... 29
Partial Withdrawal........................................................ 30
 Effect of Partial Withdrawals............................................ 30
Transfers................................................................. 30
 Telephone/Fax Instructions............................................... 31
 Dollar Cost Averaging Service............................................ 31
 Portfolio Rebalancing Service............................................ 32
 Transfer Limits.......................................................... 32
 Transfer Charges......................................................... 32
Policy Loans.............................................................. 32
 General.................................................................. 32
 Immediate Effect of Policy Loans......................................... 33
 Effect on Investment Performance......................................... 33
 Effect on Policy Coverage................................................ 33
 Interest................................................................. 34
 Repayment of Loan Amount................................................. 34
 Tax Considerations....................................................... 34
 1035 Exchanges........................................................... 34
Free Look and Conversion Rights........................................... 34
 Free Look Rights......................................................... 34
 Cancellation............................................................  34
 Conversion Rights........................................................ 34
 General Option..........................................................  35
 Connecticut.............................................................  35
General Provisions........................................................ 35
Additional Information on the Investments of the Variable Account......... 35
Addition, Deletion, or Substitution of Investments........................ 36
Voting Rights............................................................. 37
 Disregarding Voting Instructions......................................... 37
Paid-up Life Insurance Option............................................. 37
Ownership................................................................. 37
Proceeds.................................................................. 38
Beneficiary............................................................... 38
Postponement of Payments.................................................. 38
Settlement Options........................................................ 38



                                        3





 Interest on Settlement Options........................................... 39
Incontestability.......................................................... 39
Misstatement of Age and Sex............................................... 39
Suicide................................................................... 39
Termination............................................................... 39
Amendment................................................................. 39
Reports................................................................... 39
 Annual Statement......................................................... 39
 Projection Report........................................................ 40
 Other Reports............................................................ 40
Dividends................................................................. 40
Collateral Assignment..................................................... 40
Optional Insurance Benefits............................................... 40
 Accelerated Benefit Rider................................................ 40
 Accidental Death Benefit Rider........................................... 40
 Additional Insured Rider................................................. 40
 Waiver of Monthly Deduction Rider........................................ 40
 Children's Insurance Rider............................................... 40
 Cost of Living Increase Rider............................................ 40
 Death Benefit Guarantee Rider............................................ 40
 Term Insurance Rider..................................................... 40
 Waiver of Specified Premium Rider........................................ 41
Federal Tax Matters....................................................... 41
Introduction.............................................................. 41
Tax Status of the Policy.................................................. 41
Tax Treatment of Policy Benefits.......................................... 41
 In General............................................................... 41
 Modified Endowment Contracts............................................. 42
 Distributions from Modified Endowment Contracts.......................... 42
 Distributions from Policies That Are Not Modified Endowment Contracts.... 42
 Policy Loans............................................................. 42
 Multiple Policies........................................................ 42
Taxation of ReliaStar Life Insurance Company.............................. 42
Possible Changes in Taxation.............................................. 43
Other Considerations...................................................... 43
Legal Developments Regarding Employment-Related Benefit Plans............. 43
Preparing for Year 2000................................................... 43
Distribution of the Policies.............................................. 43
Management................................................................ 44
Executive Officers........................................................ 46
State Regulation.........................................................  46
Montana Residents......................................................... 47
Legal Proceedings......................................................... 47
Bonding Arrangements...................................................... 47
Legal Matters............................................................. 47
Experts................................................................... 47
Registration Statement Contains Further Information....................... 47
Financial Statements...................................................... 48
Appendices............................................................... A-1

THE POLICY MAY NOT BE AVAILABLE IN ALL JURISDICTIONS. THIS PROSPECTUS
CONSTITUTES AN OFFERING OR SOLICITATION ONLY IN THOSE JURISDICTIONS WHERE SUCH
OFFERING OR SOLICITATION MAY LAWFULLY BE MADE.


RELIASTAR HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS REGARDING THE POLICY OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR THE ACCOMPANYING FUND PROSPECTUSES. DO NOT RELY ON ANY SUCH
INFORMATION OR REPRESENTATIONS.


                                       4




DEFINITIONS

ACCUMULATION VALUE.  The total value attributable to a specific Policy, which
   equals the sum of the Variable Accumulation Value (the total of the values in
   each Sub-Account of the Variable Account) and the Fixed Accumulation Value
   (the value in the Fixed Account). See "Accumulation Value" at page 22, and
   Appendix C.


AGE.  The Insured's age at the last birthday determined as of the beginning of
   each Policy Year.

CASH SURRENDER VALUE.  The Accumulation Value less any Surrender Charge, Loan
   Amount and unpaid Monthly Deductions.

CASH VALUE.  The Accumulation Value less any Surrender Charge.

CODE.  Internal Revenue Code of 1986, as amended.


DEATH BENEFIT.  The amount determined under the applicable Death Benefit
   Option. We will reduce the proceeds payable to the beneficiary upon the
   Insured's death by any Loan Amount and any unpaid Monthly Deductions. See
   "Death Benefit" at page 15.

DEATH BENEFIT GUARANTEE.  A feature guaranteeing that the Policy will not lapse
   during the Death Benefit Guarantee Period specified in your Policy if, on
   each Monthly Anniversary, the total premiums paid on the Policy, less any
   partial withdrawals and any Loan Amount, equals or exceeds the total required
   Minimum Monthly Premium payments specified in your Policy. See "Death Benefit
   Guarantee" at page 21.

DEATH BENEFIT OPTION.  One of three death benefit options available under the
   Policy (the Level Amount Option, the Variable Amount Option, and the Face
   Plus Premium Amount Option). See "Death Benefit -- Death Benefit Options"
   at page 16.

FACE AMOUNT.  The minimum Death Benefit under the Policy as long as the Policy
   remains in force except for Option C when withdrawals exceed premiums. See
   "Death Benefit" at page 15.


FIXED ACCOUNT.  ReliaStar Life Insurance Company's assets other than those
   allocated to the Variable Account or any other separate account. See
   Appendix B.


FIXED ACCUMULATION VALUE.  The value attributable to a specific Policy based on
   amounts in the Fixed Account. Unlike the Variable Accumulation Value, the
   Fixed Accumulation Value will not reflect the investment performance of the
   Funds. See "Accumulation Value" at page 22 and Appendix C.

INITIAL PREMIUM TRANSFER DATE.  The Initial Premium Transfer Date is 15 days
   after we issue the Policy. This may vary by state.

FUNDS.  Any open-end management investment company (or portfolio thereof) or
   unit investment trust (or series thereof) in which a Sub-Account invests. See
   "Summary" at page 7, "Investments of the Variable Account" at page 13, and
   Appendix A.


INSURED.  The person upon whose life we issue the Policy.

ISSUE DATE.  The date insurance coverage under a Policy begins.


LOAN AMOUNT.  The sum of all unpaid Policy loans including unpaid interest due
   thereon. See "Policy Loans" at page 32.

MINIMUM MONTHLY PREMIUM.  A monthly premium amount that we determine when we
   issue the Policy. Your Policy will specify this amount. See "Death Benefit
   Guarantee" at page 21.


MONTHLY ANNIVERSARY.  The same date in each succeeding month as the Policy
   Date. If the Monthly Anniversary falls on a date other than a Valuation
   Date, then the Monthly Anniversary will be the next Valuation Date. The
   first Monthly Anniversary is on the Policy Date.


MONTHLY DEDUCTION.  A monthly charge we deduct from the Accumulation Value of
   the Policy. See "Deductions and Charges -- Monthly Deduction" at page 24.


NET PREMIUM.  The premium you pay less a Premium Expense Charge.


PLANNED PERIODIC PREMIUM.  The scheduled premium you select of a level amount
   at a fixed interval. The Policy will show the initial Planned Periodic
   Premium you select. See "Payment and Allocation of Premiums -- Planned
   Periodic Premiums" at page 21.



                                        5





POLICY.  SELECT*Life IV, the flexible premium variable life insurance policy
   described in this prospectus.


POLICY ANNIVERSARY.  The same date in each succeeding year as the Policy Date. 
   If the Policy Anniversary falls on a date other than a Valuation Date, the
   Policy Anniversary will be the next Valuation Date.

POLICY DATE.  The date shown on your Policy that ReliaStar uses to determine
   Policy Years, Policy Months, Monthly Anniversaries, and Policy
   Anniversaries.

POLICY MONTH.  A one-month period beginning on a Monthly Anniversary.

POLICY YEAR.  A 12-month period beginning on a Policy Anniversary.


PREMIUM EXPENSE CHARGE.  An amount (currently 5%) ReliaStar deducts from each
   premium payment resulting in the Net Premium. See "Deductions and Charges
   -- Premium Expense Charge" at page 24.


RATE CLASS.  A group of Insureds we determine based on our expectation that
   they will have similar mortality experience.

SEC.  Securities and Exchange Commission.


SUB-ACCOUNT.  A sub-division of the Variable Account that invests exclusively in
   the shares of a specified Fund.

SURRENDER CHARGE.  A charge imposed upon total surrender or lapse of the Policy
   during the first 10 Policy Years and the first 10 years following any
   requested increase in Face Amount. See "Deduction and Charges -- Surrender
   Charge" at page 23.


UNIT VALUE.  The unit measure by which we determine the value of the Policy's
   interest in each Sub-Account. See Appendix C.

VALUATION DATE.  Each day the New York Stock Exchange is open for business
   except for days that a Sub-Account's corresponding Fund does not value its
   shares. The New York Stock Exchange is currently closed on weekends and on
   the following holidays: New Year's Day; Rev. Dr. Martin Luther King, Jr.
   Day; Presidents' Day; Good Friday; Memorial Day; July Fourth; Labor Day;
   Thanksgiving Day; and Christmas Day. See Appendix B.

VALUATION PERIOD.  The period beginning at the close of business on a Valuation
   Date and ending at the close of business on the next Valuation Date. See
   Appendix B.


VARIABLE ACCOUNT.  SELECT*Life Variable Account, a separate investment account
   we established to receive and invest Net Premiums paid under the Policy and
   other variable life insurance policies we issue. See "The Variable Account"
   at page 8.

VARIABLE ACCUMULATION VALUE.  The value attributable to a specific Policy based
   on amounts in the Variable Account. See "Accumulation Value" at page 22 and
   Appendix C.


WE, US, OUR, THE COMPANY, OR RELIASTAR.  ReliaStar Life Insurance Company

YOU, YOUR.  The Policy owner as designated in the application for the Policy or
   as subsequently changed. If a Policy has been absolutely assigned, the
   assignee is the Policy owner. A collateral assignee is not the Policy
   owner.


                                        6




PART 1. SUMMARY

     This is a brief summary of the Policy's features. Please read the entire
Prospectus and the Policy for more detailed information.

THE POLICY
     SELECT*Life IV is a flexible premium variable life insurance contract with
death benefits, cash values, and other features of traditional life insurance
contracts. The Policies are:

     *    "FLEXIBLE PREMIUM" because you do not have to pay premiums according
          to a fixed schedule; and

     *    "VARIABLE" because Accumulation Values and, under certain
          circumstances, the Death Benefit will increase and decrease based on
          the investment performance of the Funds corresponding to the
          Sub-Accounts to which you allocate your premium payments.

     Under current Federal tax law, as long as the Policy qualifies as life
insurance, Accumulation Value increases will be subject to the same Federal
income tax treatment as traditional life insurance cash values. Therefore, any
increases should accumulate on a tax deferred basis until you request a
distribution. See "Federal Tax Matters -- Policy Proceeds."


                            HOW SELECT*LIFE IV WORKS

                                  [FLOW CHART]

                                PREMIUM PAYMENTS                   DEATH BENEFIT

                                     MINUS

                            PREMIUM EXPENSE CHARGES

                        Invested in Variable Sub-Account
                                or Fixed Account

                     Fund Managers             Fixed Account

             Alger                  Fidelity            Janus
Northstar          Putnam                        OpCap          Neuberger Berman

                                      PLUS

                               INVESTMENT RETURN
                             (Net of Fund Expenses)

                                     MINUS

                               MONTHLY DEDUCTIONS

     Monthly Amount Charge                     Mortality and Expense Risk Charge
     Monthly Administrative Charge                    Optional Benefits
     Cost of Insurance

                                     EQUALS

                               ACCUMULATION VALUE

                                     MINUS

                       SURRENDER CHARGES AND POLICY LOANS

                                     EQUALS

                              CASH SURRENDER VALUE


                                        7





FREE LOOK RIGHTS

*    If you return the Policy to us by midnight of the 10th day after you
     receive it, we will send you a refund of all premiums paid.

*    Certain states may allow a longer period of time for the free look period.
     See "Free Look and Conversion Rights -- Free Look Rights".

PREMIUM PAYMENTS

*    You choose when to pay and how much to pay.

*    We may refuse to accept any premium less than $25.

*    You cannot pay additional premiums after age 100.

*    We may refuse any premium that would disqualify your Policy for favorable
     tax treatment under the Code.

*    You may pay enough premiums to maintain the Death Benefit Guarantee in
     order to keep the Policy in force during at least the first several Policy
     Years (see "Death Benefit Guarantee" and "Payment and Allocation of
     Premiums -- Amount and Timing of Premiums".)

*    We deduct a Premium Expense Charge (5.00% of each premium payment) and
     credit the remaining premium (the Net Premium) to the Variable Account or
     the Fixed Account according to your instructions. See "Deductions and
     Charges -- Premium Expense Charge".

THE VARIABLE ACCOUNT
(SELECT*Life Variable Account)

*    SELECT*Life Variable Account is one of our separate accounts and consists
     of several Sub-Accounts. We only invest premiums from our variable life
     insurance policies in the Variable Account.

*    We invest any Net Premiums you allocate to each Sub-Account in shares of
     the Fund related to that Sub-Account.

*    Variable Accumulation Value will vary with the investment performance of
     the Funds and the charges deducted from the Variable Accumulation Value.
     See "Accumulation Value".

THE FIXED ACCOUNT

*    Consists of all of our assets other than those in our separate accounts
     (including the Variable Account).

*    We credit interest of at least 3% per year on any amounts you allocate to
     the Fixed Account.

*    We may, in our sole discretion, credit interest in excess of 3%. See
     Appendix B, "The Fixed Account".

THE FUNDS

*    You can instruct ReliaStar to place your Net Premium in or transfer to up
     to 17 of 29 investment portfolios over the lifetime of your Policy.

*    We will first place the portion of the initial allocation of your Net
     Premium directed to the Variable Account in the Fidelity VIP Money Market
     Sub-Account and this will count against the 17 investment portfolio limit.
     See "Allocating Premiums". 

*    You do not have to choose all 17 of your investment options in advance, but
     once you participate in the 17th Fund, you would only be able to transfer
     among the 17 Funds already used. See "Investments of the Variable Account."


                                        8




     The following chart lists the currently available Funds and outlines
certain of their important characteristics.

                                INVESTMENT FUNDS




                                       ADVISER/       MONEY  FIXED  GROWTH  INTER-                  AGGRESSIVE 
   FUND GROUP         FUND            SUBADVISER      MARKET INCOME INCOME NATIONAL BALANCED GROWTH   GROWTH   
=============== ================ ==================== ====== ====== ====== ======== ======== ====== ========== 
                                                                                 
      Alger      Alger American        Fred Alger                                              X               
    American         Growth         Management, Inc.                                                           
 New York, N.Y.     Portfolio                                                                            
                -----------------------------------------------------------------------------------------------
                 Alger American        Fred Alger                                              X               
                     MidCap         Management, Inc.                                                           
                     Growth                                                                                    
                    Portfolio                                                                                  
                -----------------------------------------------------------------------------------------------
                 Alger American        Fred Alger                                                       X      
                      Small         Management, Inc.                                                           
                 Capitalization                                                                                
                    Portfolio                                                                                  
===============================================================================================================
    Fidelity          VIP         Fidelity Management                 X                                        
 Investments(R)  Equity-Income    & Research Company                                                           
  Boston, Mass.     Portfolio                                                                                  
                -----------------------------------------------------------------------------------------------
                   VIP Growth     Fidelity Management                                          X               
                    Portfolio     & Research Company
                -----------------------------------------------------------------------------------------------
                      VIP         Fidelity Management          X                                               
                   High Income    & Research Company                                                           
                    Portfolio                                                                            
                -----------------------------------------------------------------------------------------------
                      VIP         Fidelity Management   X                                                      
                  Money Market    & Research Company                                                           
                    Portfolio                                                                                   
                -----------------------------------------------------------------------------------------------
                     VIP II       Fidelity Management                                          X               
                   Contrafund     & Research Company                                                           
                    Portfolio                                                                                  
                                                                                                               
                                                                                                               
                                                                                                               
                -----------------------------------------------------------------------------------------------
                     VIP II       Fidelity Management                 X                                        
                    Index 500     & Research Company                                                           
                    Portfolio                                                                                  
                -----------------------------------------------------------------------------------------------
                     VIP II       Fidelity Management          X                                               
                   Investment     & Research Company                                                           
                   Grade Bond                                                                                  
                    Portfolio                                                                              
===============================================================================================================
     Janus        Aspen Series           Janus                                                          X       
                   Aggressive           Capital                                                                 
  Denver, Co.        Growth           Corporation                                                        
                    Portfolio
                -----------------------------------------------------------------------------------------------
                  Aspen Series           Janus                                                 X               
                     Growth             Capital                                                                
                    Portfolio         Corporation                                                        
                -----------------------------------------------------------------------------------------------
                  Aspen Series           Janus                                X                                
                  International         Capital                                                                
                     Growth           Corporation                                                        
                    Portfolio
                -----------------------------------------------------------------------------------------------
                  Aspen Series           Janus                                X                                
                    Worldwide           Capital                                                                
                     Growth           Corporation                                                        
                    Portfolio
===============================================================================================================


[WIDE TABLE CONTINUED FROM ABOVE]



                                                                    PRIMARY
   FUND GROUP         FUND              OBJECTIVE(S)              INVESTMENTS
=============== ================ ========================== ========================
                                                   
      Alger      Alger American      Long-term capital        Equity securities of
    American         Growth            appreciation              large companies  
 New York, N.Y.     Portfolio    
                --------------------------------------------------------------------
                 Alger American      Long-term capital         Equity securities 
                     MidCap            appreciation           within the range of
                     Growth                                      S&P MidCap 400   
                    Portfolio                                        Index       
                --------------------------------------------------------------------
                 Alger American      Long-term capital         Equity securities   
                      Small            appreciation           within the range of  
                 Capitalization                             Russell 2000 Growth and
                    Portfolio                               S&P SmallCo 600 Indexes
====================================================================================
    Fidelity          VIP             Reasonable income;       Income-producing   
 Investments(R)  Equity-Income    also considers potential   equity securities and
  Boston, Mass.     Portfolio     for capital appreciation     debt obligations   
                --------------------------------------------------------------------
                   VIP Growth       Capital appreciation         Common stocks
                    Portfolio    
                --------------------------------------------------------------------
                      VIP            High current income         Lower-quality 
                   High Income                                  debt securities
                    Portfolio    
                --------------------------------------------------------------------
                      VIP                Income while             High-quality      
                  Money Market      maintaining a stable     short-term securities 
                    Portfolio         $1.00 share price                              
                --------------------------------------------------------------------
                     VIP II         Capital appreciation      Equity securities of 
                   Contrafund                                   companies whose   
                    Portfolio                                   value the fund's   
                                                               owner believes is  
                                                              not fully recognized 
                                                                 by the public    
                --------------------------------------------------------------------
                     VIP II           Total return that         Common stocks of
                    Index 500      corresponds to that of            S&P 500    
                    Portfolio           S&P 500 Index                            
                --------------------------------------------------------------------
                     VIP II          High current income       Investment-grade 
                   Investment                                 intermediate fixed
                   Grade Bond                                  income securities
                    Portfolio    
====================================================================================
     Janus        Aspen Series      Long-term growth of     Nondiversified portfolio 
                   Aggressive             capital               of common stocks     
  Denver, Co.        Growth      
                    Portfolio
                --------------------------------------------------------------------
                  Aspen Series       Long-term capital         Diversified common 
                     Growth               growth                     stocks       
                    Portfolio    
                --------------------------------------------------------------------
                  Aspen Series        Long-term capital       Foreign and domestic 
                  International            growth                 common stocks    
                     Growth      
                    Portfolio
                --------------------------------------------------------------------
                  Aspen Series        Long-term capital        Foreign issuers of 
                    Worldwide              growth                 common stocks   
                     Growth      
                    Portfolio
====================================================================================



                                        9







                                       ADVISER/       MONEY  FIXED  GROWTH  INTER-                  AGGRESSIVE 
   FUND GROUP         FUND            SUBADVISER      MARKET INCOME INCOME NATIONAL BALANCED GROWTH   GROWTH   
=============== ================ ==================== ====== ====== ====== ======== ======== ====== ========== 
                                                                                 
   Neuberger        Advisers       Neuberger Berman            X                                               
     Berman        Management         Management/                                                              
                  Trust Limited    Neuberger Berman,                                                           
                  Maturity Bond          LLC                    
                    Portfolio
                -----------------------------------------------------------------------------------------------
 New York, N.Y.     Advisers       Neuberger Berman                                            X               
                   Management         Management/                                                              
                 Trust Partners    Neuberger Berman,                                                           
                    Portfolio            LLC                                                                   
                -----------------------------------------------------------------------------------------------
                    Advisers       Neuberger Berman                                            X               
                   Management         Management/                                                              
                 Trust Socially    Neuberger Berman,                                                           
                   Responsive            LLC                                                                   
                    Portfolio                                        
===============================================================================================================
    Northstar       Emerging     Northstar Investment                                          X               
                     Growth           Management                                                               
 Stamford, Conn.    Portfolio        Corporation                    
                -----------------------------------------------------------------------------------------------
                 Growth + Value  Northstar Investment                                                   X      
                    Portfolio         Management                                                               
                                     Corporation/                   
                                    Navellier Fund
                                   Management, Inc.
                -----------------------------------------------------------------------------------------------
                   High Yield    Northstar Investment          X                                               
                    Portfolio         Management                                                               
                                     Corporation                      
                -----------------------------------------------------------------------------------------------
                  International  Northstar Investment                         X                                
                 Value Portfolio      Management                                                               
                                  Corporation/Brandes                  
                                 Investment Partners,
                                         L.P.
                -----------------------------------------------------------------------------------------------
                  Multi Sector   Northstar Investment          X
                 Bond Portfolio       Management                                                               
                                     Corporation                                                               
                                                                                                               
===============================================================================================================
      OCC       OCC Accumulation        OpCap                                                  X     
                  Trust Equity         Advisors                                                                
 New York, N.Y.     Portfolio                                                                                  
                -----------------------------------------------------------------------------------------------
                OCC Accumulation        OpCap                                 X                                
                  Trust Global         Advisors                                                                
                    Portfolio                                               
                -----------------------------------------------------------------------------------------------
                OCC Accumulation        OpCap                                                  X               
                  Trust Managed        Advisors                                                                
                    Portfolio                                                                                  
                -----------------------------------------------------------------------------------------------
                OCC Accumulation        OpCap                                                           X      
                  Trust Small          Advisors                                                                   
                 Cap Portfolio                                                                                     
===============================================================================================================
     Putnam          Putnam       Putnam Investment                   X                                        
 Variable Trust   VT Growth and    Management, Inc.                                                            
                   Income Fund                                               
                -----------------------------------------------------------------------------------------------
 Boston, Mass.       Putnam       Putnam Investment            X                                               
                     VT New        Management, Inc.                       
                 Opportunities
                      Fund
                -----------------------------------------------------------------------------------------------
                     Putnam       Putnam Investment                                                     X      
                 VT Voyager Fund   Management, Inc.                         
===============================================================================================================


[WIDE TABLE CONTINUED FROM ABOVE]



                                                                    PRIMARY
   FUND GROUP         FUND              OBJECTIVE(S)              INVESTMENTS
=============== ================ ========================== ========================
                                                   
   Neuberger        Advisers        High current income       Investment-grade debt 
     Berman        Management     consistent with low risk         securities       
                  Trust Limited  to principal and liquidity                         
                  Maturity Bond  
                    Portfolio
                --------------------------------------------------------------------
 New York, N.Y.     Advisers           Capital growth           Common stocks of 
                   Management                                  medium- and large-
                 Trust Partners                                  capitalization  
                    Portfolio                                      companies    
                --------------------------------------------------------------------
                    Advisers             Long-term              Common stocks of  
                   Management          capital growth          companies that meet
                 Trust Socially                                both financial and 
                   Responsive                                    social criteria  
                    Portfolio    
====================================================================================
    Northstar       Emerging          Long-term capital          Small & Mid Cap 
                     Growth             appreciation            equity securities
 Stamford, Conn.    Portfolio    
                --------------------------------------------------------------------
                 Growth + Value       Long-term capital           Common stocks
                    Portfolio              growth                              
                                 
                                 
                                 
                --------------------------------------------------------------------
                   High Yield      High current yield and       High-yield bonds
                    Portfolio       capital appreciation                        
                                 
                --------------------------------------------------------------------
                  International      Long-term capital       International equities
                 Value Portfolio        appreciation                               
                                 
                                 
                                 
                --------------------------------------------------------------------
                  Multi Sector            Maximize            U.S. Government Bonds 
                 Bond Portfolio        current income        Investment Grade Bonds 
                                                                  Foreign Bonds     
                                                                High Yield Bonds    
====================================================================================
      OCC       OCC Accumulation       Long-term capital          Securities of   
                  Trust Equity           appreciation             undervalued    
 New York, N.Y.     Portfolio                                      companies     
                --------------------------------------------------------------------
                OCC Accumulation      Long-term capital      Global investments in 
                  Trust Global           appreciation           equity securities   
                    Portfolio    
                --------------------------------------------------------------------
                OCC Accumulation      Growth of capital         Common stocks, 
                  Trust Managed                                 bonds and cash 
                    Portfolio                                    equivalents  
                --------------------------------------------------------------------
                OCC Accumulation    Capital appreciation     Equity securities of 
                  Trust Small                                     companies under      
                 Cap Portfolio                                     $1 billion           
====================================================================================
     Putnam          Putnam            Capital growth &           Common stocks
 Variable Trust   VT Growth and         current income                          
                   Income Fund   
                --------------------------------------------------------------------
 Boston, Mass.       Putnam         Capital appreciation          Common stocks
                     VT New      
                 Opportunities
                      Fund
                --------------------------------------------------------------------
                     Putnam          Capital appreciation         Common stocks
                 VT Voyager Fund 
====================================================================================




     For each Fund's expenses, see "Investment Advisory Fees and Fund
Expenses". For additional information on the Funds, and performance information
for each Sub-Account, see Appendix A.



CHARGES AGAINST THE ACCUMULATION VALUE

     The Accumulation Value of the Policy is subject to the Monthly Deduction
charges. Except for the Monthly Mortality and Expense Risk Charge, we will
deduct the Monthly Deduction each month from both the Fixed Accumulation Value
and the Variable Accumulation Value on a proportionate basis 



                                       10





depending on their relative Accumulation Values at that time. We will deduct
the Monthly Mortality and Expense Risk Charge on a proportionate basis from
each Sub-Account of the Variable Account depending on their relationship to the
Variable Accumulation Value at that time. See "Deductions and Charges --
Monthly Deduction".


The Monthly Deduction includes:


     *    A charge for the cost of insurance -- varies based on the Insured's
          sex, Age, Rate Class and Face Amount.


     *    Monthly Administrative Charge -- currently $8.25 per month and
          guaranteed not to exceed $12.00 per month.

     *    Monthly Mortality and Expense Risk Charge -- currently equal to 1/12
          of .35% of the Variable Accumulation Value and guaranteed not to
          exceed 1/12 of .60% of the Variable Accumulation Value.

     *    Monthly Amount Charge -- a monthly charge that varies by the Insured's
          Age and is assessed during the first 10 Policy Years (and first 10
          years after a Face Amount increase). The maximum amount of this charge
          is          .

     *    Any charges for optional insurance benefits -- vary depending upon the
          benefit(s) selected.

CHARGE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY

     *    We assess a Surrender Charge if your Policy lapses or if you surrender
          the Policy during the first 10 Policy Years (or during the first 10
          years following a Face Amount increase).

     *    We will determine the maximum Surrender Charge for the initial Face
          Amount and any requested increases in Face Amount on the Policy Date
          and on the effective date of any such requested increase.

     *    The Surrender Charge for the initial Face Amount will depend on the
          initial Face Amount, the Insured's Age on the Policy Date, and the
          Insured's sex and Rate Class.


     *    You do not pay this charge if the Policy remains in force during the
          entire relevant 10-year period. See "Deductions and Charges --
          Surrender Charge".

SURRENDERS

          *    In general, you will receive the Cash Surrender Value if you
               surrender the Policy.


          *    To determine the Cash Surrender Value, we reduce your
               Accumulation Value by the Surrender Charge, if any, and any Loan
               Amount and unpaid Monthly Deductions. See "Surrender Benefits --
               Total Surrender".


PARTIAL WITHDRAWALS

          *    Once each Policy Year, you can withdraw part of your Cash
               Surrender Value.


          *    You will not incur a Surrender Charge, but partial withdrawals
               are subject to a processing charge (currently $10, guaranteed not
               to exceed $25). See "Surrender Benefits -- Partial Withdrawal".


LOANS

          *    Depending on your state of residence, you can borrow up to 90% of
               your Policy's Cash Value less any existing Loan Amount.


          *    Interest is payable in advance for each Policy Year and accrues
               daily at an effective annual rate that will not exceed 4.762%.

          *    After the 10th Policy Year, we currently charge interest at an
               annual rate of 2.913% (guaranteed not to exceed 3.382%) on the
               portion of your Loan Amount that is not in excess of (1) the
               Accumulation Value, less (2) the total of all premiums paid net
               of all partial withdrawals.

          *    We reserve the right to limit borrowing during the first Policy
               Year. See "Policy Loans".


                                       11





TRANSFERS

          *    Currently, you can transfer all or part of your Accumulation
               Value among the investment options.

          *    We currently allow up to 24 transfers per year.

          *    There are certain restrictions on transfers from the Fixed
               Account.

          *    We currently assess no charge for transfers. However, we reserve
               the right to assess a maximum charge of $25 for each transfer.
               See "Transfers".

DEATH BENEFIT OVERVIEW

     You may choose one of two Death Benefit Qualification Tests for compliance
with Code Section 7702's definition of "life insurance": (1) the Guideline
Premium Test; and (2) the Cash Value Accumulation Test.


     You also can choose one of three Death Benefit Options:


     *    Level Amount Option -- whereby the Death Benefit until Age 100 is the
          greater of the Face Amount or the corridor percentage of Accumulation
          Value;

     *    Variable Amount Option -- whereby the Death Benefit until Age 100 is
          equal to the greater of the Face Amount plus the Accumulation Value,
          or the corridor percentage of Accumulation Value; or


     *    Face Plus Premium Amount Option -- whereby the Death Benefit until Age
          100 is the greater of the Face Amount plus premiums less withdrawals,
          or the corridor percentage of the Accumulation Value. See "Death
          Benefit".

     The Death Benefit until Age 100 under the Level Amount Option and the
Variable Amount Option will never be less than the Face Amount as long as the
Policy is in force and there is no Loan Amount or unpaid Monthly Deductions. The
Death Benefit until Age 100 under the Face Plus Premium Amount Option may be
less than Face Amount if cumulative withdrawals exceed cumulative premiums paid.
After Age 100, the Death Benefit under all Death Benefit Options will be the
Accumulation Value.


     We will reduce the proceeds payable upon the death of the Insured under any
Death Benefit Option by any Loan Amount and any unpaid Monthly Deductions.

     Under certain circumstances, you may receive a part of the Death Benefit
when the Insured has been diagnosed as having a terminal illness. See
"Accelerated Benefit Rider".

ADJUSTING THE DEATH BENEFIT
     Although we reserve the right to limit Face Amount increases and decreases
during the first two Policy Years, you have flexibility to adjust the Death
Benefit by increasing or decreasing the Face Amount. You cannot decrease the
Face Amount below the Minimum Face Amount shown in the Policy. Any increase in
the Face Amount may require additional evidence of insurability satisfactory to
us and will result in additional charges. See "Death Benefit -- Requested
Changes in Face Amount".

     Generally, you may also change the Death Benefit Option at any time after
the second Policy Year. However you may not change to or from the Face Plus
Premium Amount Option after the initial election. See "Death Benefit -- Change
in Death Benefit Option".

     See "Death Benefit -- Insurance Protection" for a discussion of available
techniques to adjust the amount of insurance protection to satisfy changing
insurance needs.

DEATH BENEFIT GUARANTEE
     If you meet the requirements for the Death Benefit Guarantee, we will not
lapse your Policy during the Death Benefit Guarantee Period even if the Cash
Surrender Value is not sufficient to cover the Monthly Deduction that is due.
See "Death Benefit Guarantee".

LAPSE

     If the Death Benefit Guarantee is not in effect, the Policy will lapse if
the Cash Surrender Value is less than the Monthly Deduction due and if you do
not make a sufficient payment during the grace period of 61 days. See "Policy
Lapse and Reinstatement".


TAXATION OF DEATH BENEFIT PROCEEDS
     Under current Federal tax law, as long as the Policy qualifies as life
insurance the Death Benefit under the Policy will be subject to the same Federal
income tax treatment as proceeds of traditional life


                                       12




insurance. Therefore, the Death Benefit should not be taxable income to the
beneficiary. See "Federal Tax Matters -- Policy Proceeds".

TAXATION OF THE POLICY
     The Company intends for the Policy to satisfy the definition of a life
insurance contract under Section 7702 of the Code. Under certain circumstances,
a Policy could be treated as a "modified endowment contract." The Company will
monitor Policies and will attempt to notify an owner on a timely basis if his or
her Policy is in jeopardy of becoming a modified endowment contract. See
"Federal Tax Matters" for further discussion of the tax status of a Policy and
the tax consequences of being treated as a life insurance contract or a modified
endowment contract.


PART 2. DETAILED INFORMATION

RELIASTAR LIFE INSURANCE COMPANY

     ReliaStar Life Insurance Company is a stock life insurance company
organized in 1885 and incorporated under the laws of the State of Minnesota. We
are a direct, wholly owned subsidiary of ReliaStar Financial Corp. We offer
individual life insurance and annuities, employee benefits and retirement
contracts. Our Home Office is at 20 Washington Avenue South, Minneapolis,
Minnesota 55401 (telephone 612-372-5507).

     From time to time, we may publish in advertisements, sales literature, and
reports, the ratings and other information assigned to us by one or more
independent rating organizations such as A.M. Best Company, Standard & Poor's,
Moody's, and Duff & Phelps. The purpose of the ratings is to reflect our
financial strength and/or claims-paying ability and should not be considered as
bearing on the investment performance of assets held in the Variable Account.
Each year the A.M. Best Company reviews the financial status of many insurers,
culminating in the assignment of Best's Ratings. These ratings reflect their
current opinion of the relative financial strength and operating performance of
an insurance company in comparison to the norms of the life/health insurance
industry. We have been assigned a rating of A+ by A.M. Best, which is a rating
assigned to companies demonstrating superior overall performance and a very
strong ability to meet obligations to policyholders over a long period. Such
ratings do not reflect the investment in the Variable Account.

     ReliaStar is a charter member of the Insurance Marketplace Standard
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.

THE VARIABLE ACCOUNT

     On October 11, 1984, we established the SELECT*Life Variable Account as one
of our separate accounts pursuant to the laws of the State of Minnesota.
The Variable Account:

     *    will receive and invest the Net Premiums paid and allocated to it
          under this Policy;

     *    currently receives and invests net premiums for other classes of
          flexible premium variable life insurance policies we issue and may do
          so for additional classes in the future;

     *    meets the definition of a "separate account" under the federal
          securities laws; and

     *    is registered with the SEC as a unit investment trust under the
          Investment Company Act of 1940 ("1940 Act"). Such registration does
          not involve supervision by the SEC of the management or investment
          policies or practices of the Variable Account, us, or the Funds.

     We own the Variable Account's assets. However, Minnesota law provides that
we cannot charge the Variable Account with liabilities arising out of any other
business we may conduct. We are required to maintain assets which are at least
equal to the reserves and other liabilities of the Variable Account. We may
transfer assets which exceed these reserves and liabilities to our general
account (the Fixed Account).

INVESTMENTS OF THE VARIABLE ACCOUNT

     There are currently 29 investment options (Funds) available under the
Variable Account. However, we only permit you to participate in a maximum of 17
investment options over the lifetime of your



                                       13




Policy. The Summary, "Additional Information on the Investments of the Variable
Account" and Appendix A to this Prospectus describe the Funds currently offered.
You also should read the Funds' prospectuses for more detailed information,
particularly because several of the Funds and portfolios may have objectives
that are quite similar. Please call the telephone number listed on the first
page of this Prospectus to request a Fund's prospectus. THERE IS NO ASSURANCE
THAT ANY FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE(S).

PERFORMANCE INFORMATION

     Performance information for the Sub-Accounts of the Variable Account and
the Funds available for investment by the Variable Account may appear in
advertisements, sales literature, or reports to Policy owners or prospective
purchasers. Such performance information for the Sub-Accounts will reflect
deductions of Fund expenses and be adjusted to reflect the Mortality and Expense
Risk Charge, but will not reflect deductions for the cost of insurance or the
Surrender Charge. We will accompany quotations of performance information for
the Funds by performance information for the Sub-Accounts. Performance
information for the Funds will take into account all fees and charges at the
Fund level, but will not reflect any deductions from the Variable Account.
Performance information reflects only the performance of a hypothetical
investment during a particular time period in which the calculations are based.
We may provide performance information showing total returns and average annual
total returns for periods prior to the date a Sub-Account commenced operation.
We will calculate such performance information based on the assumption that the
Sub-Accounts were in existence for the same periods as those indicated for the
Funds, with the level of charges at the Variable Account level that were in
effect at the inception of the Sub-Accounts.

     Appendix A includes Sub-Account performance information for the most recent
1, 5, and 10-year periods. You should consider performance information in light
of the investment objectives and policies, characteristics and quality of the
portfolio of the Fund in which the Sub-Account invests, and the market
conditions during the given period of time. Do not consider performance
information as a representation of what may be achieved in the future.

     We may also provide individualized hypothetical illustrations of
Accumulation Value, Cash Surrender Value and Death Benefit based on historical
investment returns of the Funds. These illustrations will reflect deductions for
Fund expenses and Policy and Variable Account charges, including the Monthly
Deduction, Premium Expense Charge and the Surrender Charge. We will base these
hypothetical illustrations on the actual historical experience of the Funds as
if the Sub-Accounts had been in existence and a Policy issued for the same
periods as those indicated for the Funds.

     We may compare performance of the Sub-Accounts and/or the Funds in
advertisements and sales literature:

     *    to other variable life insurance issuers in general

     *    to the performance of particular types of variable life insurance
          policies investing in mutual funds

     *    to investment series of mutual funds with investment objectives
          similar to each of the Sub-Accounts, whose performance is reported by
          Lipper Analytical Services, Inc. and Morningstar, Inc. (independent
          services that monitor and rank the performances of variable life
          insurance issuers in each of the major categories of investment
          objectives on an industry-wide basis), or reported by other series,
          companies, individuals or other industry or financial publications of
          general interest, such as FORBES, MONEY, THE WALL STREET JOURNAL,
          BUSINESS WEEK, BARRON'S, KIPLINGER'S, and FORTUNE

     *    to the Standard & Poor's Index of 500 common stocks and the Dow Jones
          Industrials, which are widely used measures of stock market
          performance

     We may also compare the performance of each Sub-Account to other widely
recognized indices. Unmanaged indices may assume the reinvestment of dividends,
but typically do not reflect any "deduction" for the expense of operating or
managing an investment portfolio.

THE POLICIES

     The Policies are flexible premium variable life insurance contracts with
death benefits, cash values, and other features of traditional life insurance
contracts.


                                       14




DEATH BENEFIT

     If the Insured dies while the Policy is in force, we will pay the Death
Benefit reduced by any Loan Amount and unpaid Monthly Deductions. This amount is
called the proceeds. We may pay all or part of the proceeds in cash to your
beneficiaries or under one or more of the settlement options we offer (see
"General Provisions -- Settlement Options"). 


DEATH BENEFIT QUALIFICATION TESTS

     You choose one of the two Death Benefit Qualification Tests for compliance
with the Code Section 7702 definition of life insurance. These tests are the
Cash Value Accumulation Test and the Guideline Premium Test. You cannot change
this choice after issue.

     GUIDELINE PREMIUM TEST. The Death Benefit will be determined with reference
to the requirements for the Guideline Premium test for qualifying a Policy as a
life insurance contract under Code Section 7702(a) (2). Under these
requirements, the sum of the premiums paid under a Policy may not exceed the
"guideline premium limitations," as defined in Code Section 7702(a). The Death
Benefit at any time is the Accumulation Value multiplied by the Corridor
Percentages, which vary according to the Age of the Insured, (as defined in Code
Section 7702(d)).

                            CORRIDOR PERCENTAGE TABLE



                      CORRIDOR                             CORRIDOR                             CORRIDOR
 INSURED'S AGE ON   PERCENTAGE OF     INSURED'S AGE ON   PERCENTAGE OF     INSURED'S AGE ON   PERCENTAGE OF
  PREVIOUS POLICY   ACCUMULATION       PREVIOUS POLICY   ACCUMULATION       PREVIOUS POLICY   ACCUMULATION 
    ANNIVERSARY         VALUE            ANNIVERSARY         VALUE            ANNIVERSARY         VALUE    
 ----------------   -------------     ----------------   -------------     ----------------   -------------
                                                                                    
   40 or younger        250%                 54               157                 68               117
        41              243                  55               150                 69               116
        42              236                  56               146                 70               115
        43              229                  57               142                 71               114
        44              222                  58               138                 72               113
        45              215                  59               134                 73               111
        46              209                  60               130                 74               109
        47              203                  61               128                75-90             105
        48              197                  62               126                 91               104
        49              191                  63               124                 92               103
        50              185                  64               122                 93               102
        51              178                  65               120                 94               101
        52              171                  66               119             95 or older          100
        53              164                  67               118


     CASH VALUE ACCUMULATION TEST. The Death Benefit will be the amount required
for this Policy to be deemed "life insurance" based on the Accumulation Value,
and the Cash Value Accumulation Test as defined in Code Section 7702(b).
Generally, the Cash Value Accumulation Test requires that under the terms of a
life insurance policy, the Death Benefit must be sufficient so that the
Accumulation Value does not at any time exceed the net single premium required
to fund the future benefits under the Policy. The net single premiums under the
Policy vary according to the Age, sex, and underwriting classification of the
Insured, and the resulting Death Benefit determined by using the net single
premium will be at least equal to the amount required for the Policy to be
deemed life insurance under Code Section 7702. The net single premium is
calculated using a 4% interest rate and using the guaranteed mortality charges
as of the time the Policy is issued.


WHICH DEATH BENEFIT QUALIFICATION TEST TO CHOOSE

     The Cash Value Accumulation Test does not limit the amount of premium that
may be paid into a Policy. If you desire to pay premiums in excess of the
guideline premium test limitations you should elect the Cash Value Accumulation
Test. However, any premium that would increase the net amount at risk is subject
to evidence of insurability satisfactory to us. Required increases in the
minimum death benefit due to growth in Accumulation Value will generally be
greater under the Cash Value Accumulation Test than under the Guideline Premium
Test.


     The Guideline Premium Test limits the amount of premium that may be paid
into a Policy. If you do not desire to pay premiums in excess of the Guideline
Premium Test limitations, you should consider the Guideline Premium Test.


                                       15




DEATH BENEFIT OPTIONS

     The Policy provides three Death Benefit Options as shown below. You choose
the Death Benefit Option on the application for the Policy. Subject to certain
limitations, you can change the Death Benefit Option after issuance of the
Policy. See "Death Benefit -- Change in Death Benefit Option".

     (OPTION A.) Level Amount Option. The Death Benefit is the greater of the
current Face Amount of the Policy or the Corridor Percentage of Accumulation
Value on the Valuation Date on or next following the date of the Insured's
death. Under Option A, the Death Benefit will remain level unless the corridor
percentage of Accumulation Value exceeds the current Face Amount, in which case
the amount of the Death Benefit will vary as the Accumulation Value varies.

     (OPTION B.) Variable Amount Option. The Death Benefit is equal to the
greater of the current Face Amount plus the Accumulation Value of the Policy, or
the corridor percentage of the Accumulation Value on the Valuation Date on or
next following the date of the Insured's death. Under Option B, the amount of
the Death Benefit will always vary as the Accumulation Value varies.

     (OPTION C.) Face Amount Plus Premium Amount Option. The Death Benefit is
equal to the greater of the Face Amount plus premiums less withdrawals, or the
Corridor Percentage of the Accumulation Value on the Valuation Date following
the date of the Insured's death. Under Option C, the amount of the Death Benefit
will vary as the premiums are paid or withdrawals are made, or if the Corridor
Percentage of the Accumulation Value exceeds the current Face Amount.


WHICH DEATH BENEFIT OPTION TO CHOOSE

     If you prefer to have premium payments and favorable investment performance
reflected partly in the form of an increasing Death Benefit, you should choose
the Variable Amount Option. If you are satisfied with the amount of your
existing insurance coverage and prefer to have premium payments and favorable
investment performance reflected to the maximum extent in the Accumulation Value
and lower cost of insurance charges, you should choose the Level Amount Option.
If you require a specific Death Benefit which would include a return of the
premium paid, such as under an employer sponsored benefit plan, Option C may
meet your needs.


REQUESTED CHANGES IN FACE AMOUNT
     Subject to certain limitations, you may request an increase or decrease in
the Face Amount. We reserve the right to limit increases and decreases in the
Face Amount during the first two Policy Years.

     INCREASES. For an increase in the Face Amount, you must submit a written
request to us. We may also require additional evidence of insurability
satisfactory to us. The effective date of the increase will be the Monthly
Anniversary on or next following our approval of the increase. The increase may
not be less than $5,000. We will currently permit increases up to the Insured's
Age 85, if our requirements are met. We will deduct any charges associated with
the increase (the increases in the cost of insurance and the Surrender Charge
upon lapse or total surrender -- see "Effect of Requested Changes in Face
Amount" below) from the Accumulation Value, whether or not you pay an additional
premium in connection with the increase. You will be entitled to limited free
look rights with respect to requested increases in Face Amount.
See "Free Look Rights".

     DECREASES. For a decrease in the Face Amount, you must submit a written
request to us. Any decrease in the Face Amount will be effective on the Monthly
Anniversary on or next following our receipt of a written request. You cannot
request a decrease in the Face Amount more frequently than once every six
months. The Face Amount remaining in force after any requested decrease may not
be less than the Minimum Face Amount shown in the Policy. Under our current
rules, the Minimum Face Amount is $25,000, but we reserve the right to establish
a different Minimum Face Amount in the future. If, following a decrease in Face
Amount, the Policy would no longer qualify as life insurance under Federal tax
law (see "Federal Tax Matters -- Policy Proceeds"), we will limit the decrease
to the extent necessary to meet these requirements.


                                       16




     For purposes of determining the cost of insurance, we will apply decreases
in the Face Amount to reduce the current Face Amount in the following order:

     (1)  The Face Amount provided by the most recent increase;

     (2)  The next most recent increases successively; and

     (3)  The Face Amount when the Policy was issued.

     By reducing the current Face Amount in this manner, the Rate Class
applicable to the most recent increase in Face Amount will be eliminated first,
then the Rate Class applicable to the next most recent increase, and so on, for
the purposes of calculating the cost of insurance. This assumption will affect
the cost of insurance under the Policy only if different Rate Classes have been
applied to the current Face Amount. A Rate Class is a group of Insureds we
determine based upon our expectation that they will have similar mortality
experience. We currently place Insureds into standard Rate Classes or into
substandard Rate Classes that involve a higher mortality risk (for example, a
200% Rate Class or a 300% Rate Class). In an otherwise identical Policy, an
Insured in the standard Rate Class will have a lower cost of insurance than an
Insured in a substandard Rate Class with higher mortality risks. See "Deductions
and Charges -- Monthly Deduction".

     For example, assume that the initial Face Amount was $50,000 with a
standard Rate Class, and that successive increases of $25,000 (at a Rate Class
of 200%) and $50,000 (at a Rate Class of 300%) were added. If a decrease of
$50,000 or less is requested, the amount of insurance at a 300% Rate Class will
be reduced first. If a decrease of more than $50,000 is requested, the amount at
a 300% Rate Class will be eliminated, and the excess over $50,000 will next
reduce the amount of insurance at a 200% Rate Class.


     EFFECT OF REQUESTED CHANGES IN FACE AMOUNT. An increase or decrease in Face
Amount will affect the Monthly Deduction because the cost of insurance depends
upon the Face Amount. The charge for certain optional insurance benefits may
also be affected. See "Deductions and Charges -- Monthly Deduction". An increase
in the Face Amount will increase the Surrender Charge and Monthly Amount Charge,
but a decrease in the Face Amount will not reduce the Surrender Charge or the
Monthly Amount Charge. The Surrender Charge is, however, imposed only upon lapse
or total surrender of the Policy and not upon a requested decrease in Face
Amount. See "Deductions and Charges -- Surrender Charge".


     An increase in the Face Amount will increase the Minimum Monthly Premium as
of the effective date of the increase. Therefore, additional premium payments
may be required to maintain the Death Benefit Guarantee. A decrease in the Face
Amount will reduce the Minimum Monthly Premium as of the effective date of the
decrease. A Face Amount decrease may also shorten the Death Benefit Guarantee
Period if a term insurance rider is attached. See "Death Benefit Guarantee".

     The additional Surrender Charge on a requested increase in the Face Amount
will reduce the Cash Surrender Value (which is the Accumulation Value less any
Surrender Charge, Loan Amount and unpaid Monthly Deductions). If the resulting
Cash Surrender Value is not sufficient to cover the Monthly Deduction, the
Policy may lapse unless the Death Benefit Guarantee is in effect. See "Policy
Lapse and Reinstatement -- Lapse" and "Death Benefit Guarantee".

INSURANCE PROTECTION
     As your insurance needs change, you may increase or decrease the pure
insurance protection provided by the Policy (that is, the difference between the
Death Benefit and the Accumulation Value) in one of several ways. These ways
include increasing or decreasing the Face Amount of insurance, changing the
level of premium payments, and, to a lesser extent, making a partial withdrawal
under the Policy. Although the consequences of each of these methods will depend
upon the individual circumstances, they may be generally summarized as follows:


     (1)  A decrease in the Face Amount will, subject to the corridor percentage
          limitations (see "Death Benefit -- Death Benefit Options"), decrease
          the pure insurance protection without reducing the Accumulation Value.
          If the Face Amount is decreased, the Cost of Insurance charges
          generally will decrease as well. (Note that the Surrender Charge will
          not be reduced. See "Deductions and Charges -- Surrender Charge".)



                                       17




     (2)  An increase in the Face Amount (which is generally subject to
          underwriting approval -- see "Death Benefit -- Requested Changes in
          Face Amount") will likely increase the amount of pure insurance
          protection, depending on the amount of Accumulation Value and the
          resultant corridor percentage limitation. If the insurance protection
          is increased, the Policy charges generally will increase as well.

     (3)  A partial withdrawal will reduce the Death Benefit. See "Surrender
          Benefits -- Partial Withdrawal". However, it has a limited effect on
          the amount of pure insurance protection and charges under the Policy,
          because the decrease in the Death Benefit is usually equal to the
          amount of Accumulation Value withdrawn. The primary use of a partial
          withdrawal is to withdraw Accumulation Value. Furthermore, it results
          in a reduced amount of Accumulation Value and increases the
          possibility that the Policy will lapse.

     (4)  Under the Level Amount Option, until the corridor percentage of
          Accumulation Value exceeds the Face Amount, (a) an increased level of
          premium payments will reduce the amount of pure insurance protection,
          and (b) a reduced level of premium payments will increase the amount
          of pure insurance protection.

     (5)  Under the Variable Amount Option, until the corridor percentage of
          Accumulation Value exceeds the Face Amount plus the Accumulation
          Value, the level of premium payments will not affect the amount of
          pure insurance protection. (However, both the Accumulation Value and
          the Death Benefit will be increased if premium payments are increased,
          and reduced if premium payments are reduced.)

     (6)  Under the Face Plus Premium Amount Option, until the corridor
          percentage of Accumulation Value exceeds the Face Amount, the level of
          premium payments will affect the amount of pure insurance protection.

     (7)  Under any Death Benefit Option, if the Death Benefit is the corridor
          percentage of Accumulation Value, then (a) an increased level of
          premium payments will increase the amount of pure insurance protection
          (subject to underwriting approval -- see "Payment and Allocation of
          Premiums -- Amount and Timing of Premiums"), and (b) a reduced level
          of premium payments will reduce the pure insurance protection.

     YOU SHOULD CONSIDER THE TECHNIQUES DESCRIBED IN THIS SECTION FOR CHANGING
THE AMOUNT OF PURE INSURANCE PROTECTION UNDER THE POLICY (FOR EXAMPLE, CHANGING
THE FACE AMOUNT, MAKING A PARTIAL WITHDRAWAL, AND CHANGING THE AMOUNT OF PREMIUM
PAYMENTS) TOGETHER WITH THE OTHER RESTRICTIONS AND CONSIDERATIONS DESCRIBED
ELSEWHERE IN THIS PROSPECTUS.

CHANGING THE DEATH BENEFIT OPTION

     After the first two Policy Years, you may change the Death Benefit Option
except that we do not permit changes to or from the Face Amount Plus Premium
Amount Option. You must submit a written request to change the Death Benefit
Option. A change in the Death Benefit Option will also change the Face Amount.
If the Death Benefit Option is changed from the Level Amount Option to the
Variable Amount Option, the Face Amount will be decreased by an amount equal to
the Accumulation Value on the effective date of the change. You cannot change
from the Level Amount Option to the Variable Amount Option if the resulting Face
Amount would fall below the minimum Face Amount (currently $25,000).


     If you request to change the Death Benefit Option from the Variable Amount
Option to the Level Amount Option, we will increase the Face Amount by an amount
equal to the Policy's Accumulation Value on the effective date of the change.

     An increase or decrease in Face Amount resulting from a change in the Death
Benefit Option will affect the future Monthly Deductions because the cost of
insurance depends upon the Face Amount. A change in the Face Amount resulting
from a change in the Death Benefit Option may also affect the charge for certain
optional insurance benefits. See "Deductions and Charges -- Monthly Deduction".
However, a Face Amount change resulting from a Death Benefit Option change will
not affect the Surrender Charge.

     Changes in the Death Benefit Option do not currently require additional
evidence of insurability.


                                       18




ACCELERATED BENEFIT RIDER

     Under certain circumstances, the Accelerated Benefit Rider allows a Policy
owner to accelerate benefits from the Policy that we otherwise would pay upon
the Insured's death. The benefit may vary state-by-state and you should consult
your registered representative as to whether and to what extent the rider is
available in a particular state and on any particular Policy. Generally, we will
provide an Accelerated Benefit if the Insured has a terminal illness that will
result in the death of the Insured within 12 months, as certified by a
physician. The Accelerated Benefit will not be more than 50% of the amount that
would be payable at the death of the Insured. The Accelerated Benefit will first
be used to pay off any outstanding Policy loans and interest due. The remainder
of the Accelerated Benefit will be paid in a lump sum to the Policy owner.
Limitations, as described in the Accelerated Benefit Rider, may apply.

     We will establish a lien against the Policy for the amount of the
Accelerated Benefit plus an administrative charge, plus interest on the lien. We
will first use any proceeds from the Policy to repay this lien. We will reduce
the your access to the Cash Value by the amount of the lien. We also will reduce
the proceeds payable to the beneficiary by the amount of the lien. We will
assess an administrative charge of up to $300 at the time the we pay the
Accelerated Benefit. The Accelerated Benefit will not affect the premium payable
on the Policy. Receipt of a benefit under the Accelerated Benefit Rider may give
rise to Federal or state income tax. Consult a competent tax adviser for further
information.

     The above information is not a complete summary of the Rider. All of the
terms and provisions of the Accelerated Benefit Rider are set forth in the Rider
and you should refer to the Rider in order to fully ascertain its benefits and
limitations.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUING THE POLICY
     An individual applying for a Policy must complete an application and
personally deliver it to our licensed agent. We will only issue a Policy to an
applicant Age 85 or less who supplies evidence of insurability satisfactory to
us. The minimum Face Amount is currently $25,000, but we reserve the right to
specify a different minimum Face Amount for issuing a new Policy. Acceptance is
subject to our underwriting rules and we reserve the right to reject an
application for any reason permitted by law.

     SPONSORED MARKET PLANS. Individuals may purchase a Policy under sponsored
arrangements where permitted by state law. A "sponsored arrangement" includes an
arrangement where an employer permits group solicitation of its employees or an
association permits group solicitations of its members for the purchase of
Policies on an individual basis.

     We individually underwrite all participants in sponsored arrangements.
Persons purchasing under a sponsored arrangement may apply for simplified
underwriting. If we approve such simplified underwriting, the cost of insurance
may increase as a result of higher than anticipated mortality experience.
However, any such increase will not cause the cost of insurance charge to exceed
the guaranteed rates set forth in the Policy.

     COVERAGE. Coverage under a Policy begins on the later of the Issue Date or
the date we receive at least the minimum initial premium (see immediately
following section). In general, if the applicant pays at least the minimum
initial premium with the application, the Issue Date will be the later of the
date of the application or the date of any medical examination required by our
underwriting procedures. However, if underwriting approval has not occurred
within 45 days after we receive the application or if you authorize premiums to
be paid by bank account monthly deduction, the Issue Date will be the date of
underwriting approval.

     If you authorize premiums to be paid by government allotment, the Issue
Date generally will be, subject to our underwriting approval, the first day of
the month in which we receive the first Minimum Monthly Premium through
government allotment, whether or not a Minimum Monthly Premium is collected with
the application. If a Minimum Monthly Premium is collected with the application,
it will be allocated to the Sub-Accounts of the Variable Account and the Fixed
Account on the Valuation Date next following the Issue Date.

     MINIMUM INITIAL PREMIUM. The minimum initial premium is three Minimum
Monthly Premiums (see "Death Benefit Guarantee"). If, however, you authorize
premiums to be paid by bank account


                                       19





monthly deduction or government allotment, we will accept one Minimum Monthly
Premium together with the required authorization forms. The Minimum Monthly
Premium is specified in the Policy and determines the payments required to
maintain the Death Benefit Guarantee.


ALLOCATING PREMIUMS

     We will credit the initial Net Premium and any premiums received prior to
the Initial Premium Transfer Date to the Fidelity VIP Money Market Sub-Account
on the later of the Policy Date or the date we receive your premium. On the
Initial Premium Transfer Date (15 days after we issue the Policy), we will
transfer the Variable Accumulation Value in the Fidelity VIP Money Market
Sub-Account to the Fixed Account and the Sub-Accounts of the Variable Account as
you designated on the Policy application. After the Initial Premium Transfer
Date, we credit premiums to the Fixed Account and the Sub-Accounts of the
Variable Account as you designated on the Policy application.


     You may change the premium allocation at any time by notifying us in
writing. Changes will not be effective until the date we receive your request
and will only affect premiums we receive on or after that date. The new premium
allocation may be 100% to any Account or divided in whole percentage points
totaling 100%. We reserve the right to adjust any allocation to eliminate
fractional percentages. Changing the current premium allocation will not affect
the allocation of existing Accumulation Value.


     CREDITING NET PREMIUMS. We will credit Net Premiums on the latest of the
following dates:

     *    The Valuation Date following the date of underwriting approval.

     *    The Valuation Date on or next following the Policy Date.

     *    The Valuation Date on or next following the date we receive at least
          the required minimum initial premium payment.

     *    In the case of Policies issued under government allotment programs,
          the Valuation Date next following the Issue Date.

     REFUNDING PREMIUM. We will return all premiums paid without interest if
any of the following occur:

     *    We send notice to the applicant that the insurance is declined.

     *    The applicant refuses an offer for an alternative policy.

     *    The applicant does not supply required medical exams or tests within
          30 days of the date of the application.

     *    The applicant returns the Policy under the limited free look right.
          See "Free Look and Conversion Rights -- Free Look Rights".


AMOUNT AND TIMING OF PREMIUMS
     The amount and frequency of premium payments will affect the Accumulation
Value, the Cash Surrender Value, and how long the Policy will remain in force
(including affecting whether the Death Benefit Guarantee is in effect -- see
"Death Benefit Guarantee"). After the initial premium, you may determine the
amount and timing of subsequent premium payments within the following
restrictions:

     *    In most cases, we will require that you pay cumulative premiums
          sufficient to maintain the Death Benefit Guarantee to keep the Policy
          in force during at least the first several Policy Years. See "Death
          Benefit Guarantee."

     *    We may choose not to accept any premium less than $25.

     *    We reserve the right to limit the amount of any premium payment. In
          general, during the first Policy Year we will not accept total premium
          payments in excess of $250,000 on the life of any Insured, whether
          such payments are received on a Policy or on any other insurance
          policy issued by us or our affiliates. Also, we will not accept any
          premium payment in excess of $50,000 on any Policy after the first
          Policy Year. We may waive any of these premium limitations.

     *    We may require additional evidence of insurability satisfactory to us
          if any premium would increase the difference between the Death Benefit
          and the Accumulation Value (that is, the net amount at risk). A
          premium payment would increase the net amount at risk if at the time
          of


                                       20




          payment the Death Benefit would be based upon the applicable corridor
          percentage of Accumulation Value. See "Death Benefit -- Death Benefit
          Options".

     *    In no event may the total of all premiums paid, both scheduled and
          unscheduled, exceed the current maximum premium payments allowed for
          life insurance under Section 7702 of the Code. If at any time you pay
          a premium that would result in total premiums exceeding the current
          maximum premiums allowed, we will only accept that portion of the
          premium which would make total premiums equal the maximum. We will
          return any part of the premium in excess of that amount, and we will
          not accept further premiums until allowed by the current maximum
          premium limitations.

     *    You may pay additional premiums (other than Planned Periodic Premiums)
          at any time while the Policy is in force. We may limit the number and
          amount of these additional payments.

     *    If you want to make a large premium payment under this Policy, and you
          wish to avoid Modified Endowment Contract classification, you may
          contact us in writing before making the payment and we will tell you
          the maximum amount which you can pay into the Policy. See "Federal Tax
          Matters -- Policy Proceeds".

PLANNED PERIODIC PREMIUMS
     You may choose a Planned Periodic Premium schedule which indicates a
preference as to future amounts and frequency of payment. You may pay Planned
Periodic Premiums annually, semi-annually, quarterly or, if you choose, you can
pay the Planned Periodic Premiums by bank account monthly deduction or
government allotment.

     Your Policy will show the amount and frequency of your initial Planned
Periodic Premium. You may change the Planned Periodic Premium at any time by
written request. We may limit the amount of any increase. Failure to make any
Planned Periodic Premium payment will not, however, necessarily result in lapse
of the Policy. On the other hand, making Planned Periodic Premium payments will
not guarantee that the Policy remains in force. See "Death Benefit Guarantee"
and "Policy Lapse and Reinstatement".

PAYING PREMIUMS BY MAIL
     You may pay Planned Periodic Premiums and Unscheduled Additional Premiums
to the Company by mailing the payments to:

     ReliaStar Life Insurance Company
     P.O. Box 1880
     Minneapolis, Minnesota 55480-1880


DEATH BENEFIT GUARANTEE

     If you meet the requirements described below, we guarantee that we will not
lapse the Policy even if the Cash Surrender Value is not sufficient to cover the
Monthly Deduction that is due. This feature of the Policy is called the "Death
Benefit Guarantee". Each Policy will specify the Death Benefit Guarantee Period.
For a standard rated Policy without any term insurance riders the Death Benefit
Guarantee Period expires at the Insured's Age 65 or five Policy Years if longer.
The Death Benefit Guarantee Period is shorter for substandard rated policies or
if any term insurance rider is attached.

     In general, the two most significant benefits from the Death Benefit
Guarantee are as follows:


     *    First, during the early Policy Years, the Cash Surrender Value will
          generally not be sufficient to cover the Monthly Deduction, so that
          the Death Benefit Guarantee will be necessary to avoid lapse of the
          Policy. See "Policy Lapse and Reinstatement". This occurs because the
          Surrender Charge usually exceeds the Accumulation Value in these
          years. In this regard, you should consider that if you request an
          increase in Face Amount, an additional Surrender Charge would apply
          for the 10 years following the increase, which could create a similar
          possibility of lapse as exists during the early Policy Years.


     *    Second, to the extent the Cash Surrender Value declines due to poor
          investment performance, or due to an additional Surrender Charge after
          a requested increase, the Cash Surrender Value may not be sufficient
          even in later Policy Years to cover the Monthly Deduction, so that the
          Death Benefit Guarantee may also be necessary in later Policy Years to
          avoid lapse of the Policy.


                                       21





Thus, even though the Policy permits premium payments that are less than the
Minimum Monthly Premiums, you may lose the significant protection provided by
the Death Benefit Guarantee by paying less than the Minimum Monthly Premiums.


REQUIREMENTS FOR THE DEATH BENEFIT GUARANTEE
     The Death Benefit Guarantee will be in effect if the sum of all premiums
paid minus any partial withdrawals and any loans are equal to or greater than
the sum of the Minimum Monthly Premiums since the Policy Date. You must satisfy
the requirements for the Death Benefit Guarantee as of each Monthly Anniversary,
even though you do not have to pay premiums monthly.


     EXAMPLE: The Policy Date is January 1, 2000. The Minimum Monthly Premium
is $100 per month. No Policy loans or partial withdrawals are taken and no Face
Amount changes have occurred.


   Case 1. You pay $100 each month. The Death Benefit Guarantee is maintained.


   Case 2. You pay $1,000 on January 1, 2000. The $1,000 maintains the Death
           Benefit Guarantee without your paying any additional premiums for the
           next 10 months (through October 31, 2000). However, you must pay at
           least $100 by November 1, 2000 to maintain the Death Benefit
           Guarantee through November 30, 2000.


     We will determine (and the Policy will indicate) the amount of the initial
Minimum Monthly Premium at issuance of the Policy. The initial Minimum Monthly
Premium will depend upon the Insured's sex, Age at issue, Rate Class, optional
insurance benefits added by rider, and the initial Face Amount.

     The following Policy changes may change the Minimum Monthly Premium:

     *    A requested increase or decrease in the Face Amount (see "Death
          Benefit -- Requested Changes in Face Amount").

     *    A change in the Death Benefit Option (see "Death Benefit -- Change in
          Death Benefit Option").

     *    The addition or termination of a Policy rider (see "General Provisions
          -- Optional Insurance Benefits").

We will notify you in writing of any changes in the Minimum Monthly Premium.


     If you have not made sufficient premium payments to maintain the Death
Benefit Guarantee as of any Monthly Anniversary, we will send you notice of the
premium payment required to maintain the Death Benefit Guarantee. If we do not
receive the required premium payment within 61 days from the date of our notice,
the Death Benefit Guarantee will terminate. You can reinstate the Death Benefit
Guarantee within the first 5 Policy Years by paying any past due Minimum Monthly
Premiums. After the first 5 Policy Years, a lapsed Death Benefit Guarantee
cannot be reinstated.


     Even if the Death Benefit Guarantee terminates, the Policy will not
necessarily lapse. For a discussion of the circumstances under which the Policy
may lapse, see "Policy Lapse and Reinstatement".


ACCUMULATION VALUE

     The Accumulation Value of the Policy (that is, the total value attributable
to a specific Policy in the Variable Account and the Fixed Account) is equal to
the sum of the Variable Accumulation Value (the value attributable to the
Variable Account) plus the Fixed Accumulation Value (the value attributable to
the Fixed Account). You should distinguish the Accumulation Value from the Cash
Surrender Value that would actually be paid to you upon total surrender of the
Policy, which is the Accumulation Value less any Surrender Charge, Loan Amount
and unpaid Monthly Deductions. See "Surrender Benefits -- Total Surrender". You
should also distinguish the Accumulation Value from the Cash Value, which
determines the amount available for Policy loans, and is the Accumulation Value
less any Surrender Charge. See "Policy Loans."

     The Variable Accumulation Value will generally vary daily and will increase
or decrease to reflect the investment performance of the Funds in which
Sub-Accounts of the Variable Account have been invested.


                                       22




     We will increase the Variable Accumulation Value by:

     *    any Net Premiums credited to the Variable Account, and

     *    any transfers from the Fixed Account.

     We will reduce the Variable Accumulation Value by:

     *    the Monthly Deduction attributable to the Variable Account,

     *    partial withdrawals from the Variable Account,

     *    any transfer and partial withdrawal charges attributable to the
          Variable Account, and

     *    any amounts transferred from the Variable Account to the Fixed Account
          (including amounts transferred from the Variable Account to the Fixed
          Account as security for Policy loans -- see "Policy Loans").

     We will increase the Fixed Accumulation Value by:

     *    any Net Premiums credited to the Fixed Account,

     *    any interest credited to the Fixed Account (determined at our
          discretion, but guaranteed not to be less than 3%), and

     *    any amounts transferred from the Variable Account to the Fixed Account
          (including amounts transferred to the Fixed Account as security for
          Policy loans -- see "Policy Loans").

     We will reduce the Fixed Accumulation Value by:

     *    the Monthly Deduction attributable to the Fixed Account,

     *    partial withdrawals from the Fixed Account,

     *    any transfer and partial withdrawal charges attributable to the Fixed
          Account, and

     *    any amounts transferred from the Fixed Account to the Variable
          Account.

     See Appendix C for a detailed discussion of the calculation of Accumulation
Value. Appendix D includes an illustration of various Accumulation Values, Cash
Surrender Values, and Death Benefits, assuming different levels of premium
payments and various investment returns for selected Ages and Face Amounts.

SPECIALIZED USES OF THE POLICY
     Because the Policy provides for an accumulation of Cash Surrender Value as
well as a Death Benefit, the Policy can be used for various individual and
business financial planning purposes. Purchasing the Policy in part for such
purposes entails certain risks. For example, if the investment performance of
the Sub-Accounts to which Accumulation Value is allocated is poorer than
expected or if sufficient premiums are not paid, the Policy may lapse or may not
accumulate sufficient Accumulation Value or Cash Surrender Value to fund the
purpose for which the Policy was purchased. Withdrawals and Policy loans may
significantly affect current and future Accumulation Value, Cash Surrender
Value, or Death Benefit proceeds. Depending upon Sub-Account investment
performance and the amount of a Policy loan, the loan may cause a Policy to
lapse. Because the Policy is designed to provide benefits on a long-term basis,
before purchasing a Policy for a specialized purpose a purchaser should consider
whether the long-term nature of the Policy is consistent with the purpose for
which it is being considered. Using a Policy for a specialized purpose may have
tax consequences. See "Federal Tax Matters".


DEDUCTIONS AND CHARGES

     We deduct certain charges in connection with the Policy to compensate us
for (1) providing the insurance benefits of the Policy (including any riders),
(2) administering the Policy, (3) assuming certain risks in connection with the
Policy, and (4) incurring expenses in distributing the Policy.

     We deduct one of these charges from each premium payment. We deduct certain
other charges monthly from both the Fixed Account and the Variable Account, or
from the Variable Account only. We also assess a charge for each partial
withdrawal and we may assess a charge for each transfer.


                                       23




     We may realize a profit on one or more of these charges, such as the
mortality and expense risk charge. We may use any such profits for any proper
corporate purpose, including, among other things, payments of sales expenses.

PREMIUM EXPENSE CHARGE

     We deduct the Premium Expense Charge from each premium payment. The Premium
Expense Charge equals 5.00% of each premium payment. The amount remaining after
we deduct the Premium Expense Charge is called the Net Premium.


MONTHLY DEDUCTION
     We deduct the charges described below from the Accumulation Value of the
Policy on a monthly basis. The total of these charges is called the Monthly
Deduction.

     We will deduct the Monthly Deduction on each Monthly Anniversary from the
Fixed Account and the Sub-Accounts of the Variable Account on a proportionate
basis depending on their relative Accumulation Values at that time. For purposes
of determining these proportions, we reduce the Fixed Accumulation Value by the
Loan Amount. Because the cost of insurance portion of the Monthly Deduction can
vary from month to month, the Monthly Deduction itself will vary in amount from
month to month.

     If the Cash Surrender Value is not sufficient to cover the Monthly
Deduction on a Monthly Anniversary, the Policy may lapse. See "Death Benefit
Guarantee" and "Policy Lapse and Reinstatement".

     COST OF INSURANCE. We will determine the monthly cost of insurance by
multiplying the applicable cost of insurance rate or rates by the net amount at
risk under the Policy. The net amount at risk under the Policy for a Policy
Month is (1) the Death Benefit at the beginning of the Policy Month divided by
1.002466 (which reduces the net amount at risk, solely for purposes of computing
the cost of insurance, by taking into account assumed monthly earnings at an
annual rate of 3%), less (2) the Accumulation Value at the beginning of the
Policy Month (reduced by any charges for rider benefits). As a result, the net
amount at risk may be affected by changes in the Accumulation Value or in the
Death Benefit.

     The Rate Class of an Insured may affect the cost of insurance. A Rate Class
is a group of Insureds we determine based upon our expectation that they will
have similar mortality experience. We currently place Insureds into standard
Rate Classes or into substandard Rate Classes that involve a higher mortality
risk. In an otherwise identical Policy, an Insured in the standard Rate Class
will have a lower cost of insurance than an Insured in a Rate Class with higher
mortality risks.

     If there is an increase in the Face Amount and the Rate Class applicable to
the increase is different from that for the initial Face Amount or any prior
requested increases in Face Amount, the net amount at risk will be calculated
separately for each Rate Class. For purposes of determining the net amount at
risk for each Rate Class, we will first assume the Accumulation Value to be part
of the initial Face Amount. If the Accumulation Value is greater than the
initial Face Amount, it will then be assumed to be part of each increase in
order, starting with the first increase.

     We base cost of insurance rates on the sex, Age, Policy Year and Rate
Class(es) of the Insured. The actual monthly cost of insurance rates will
reflect our expectations as to future experience. They will not, however, be
greater than the guaranteed cost of insurance rates shown in the Policy, which
are based on the Commissioner's 1980 Standard Ordinary Mortality Tables for
smokers or nonsmokers, respectively.


     MONTHLY ADMINISTRATIVE CHARGE. Each month we deduct an administrative
charge of $8.25 which is guaranteed not to exceed $12.00 each month.

     MONTHLY AMOUNT CHARGE. Each month during the first 10 Policy Years (and for
10 years following any requested increase in Face Amount) we will deduct a
monthly charge per $1,000 of Face Amount. The amount of this charge will vary by
the Insured's Age on the Policy Date (or on the effective date of any Face
Amount increase). These Monthly Amount Charges are shown in Appendix F. Any
decreases in Face Amount or any change in Face Amount resulting from a change in
the Death Benefit Option will not affect the Monthly Amount Charge. The maximum
amount of this charge is for Insureds of Age 85.

     MONTHLY MORTALITY AND EXPENSE RISK CHARGE. Each month we will deduct a
charge currently equal to 1/12 of .35% of the Variable Accumulation Value
(minus the portion of the following charges taken



                                       24





from the Variable Accumulation Value: the cost of insurance charge, the Monthly
Amount Charge, the Monthly Administrative Charge, and the cost of any riders).
We guarantee that the Mortality and Expense Risk Charge will not exceed 1/12 of
 .60% of the Variable Accumulation Value for the duration of the Policy. The
mortality and expense risk we assume is that our Cost of Insurance charges and
other expense charges are not sufficient to cover our costs of death benefits,
and any other expenses incurred in issuing and administering the Policies.


     OPTIONAL INSURANCE BENEFIT CHARGES. Each month we deduct charges for any
optional insurance benefits added to the Policy by rider. See "General
Provisions -- Optional Insurance Benefits".

SURRENDER CHARGE

     GENERAL. During the first 10 years the Policy is in force and the first 10
years following a requested increase in the Face Amount, there is a Surrender
Charge if you surrender the Policy or the Policy lapses. We will determine the
maximum Surrender Charge for the initial Face Amount or any requested increase
in Face Amount on the Policy Date or on the effective date of any requested
increase. The Surrender Charge for the initial Face Amount reduces in equal
monthly increments until it becomes zero at the end of 10 years. For any
requested increase in Face Amount, an additional Surrender Charge begins at
zero, increases in equal monthly increments until it reaches the maximum after
three years, and then reduces in equal monthly increments until it becomes zero
at the end of 10 years. Thus if the Policy remains in force during the entire
relevant 10-year period, you do not pay the Surrender Charge. The Surrender
Charge will vary depending on the Insured's Age, sex, and Rate Class on the
Policy Date or on the effective date of an increase in Face Amount.

     The Surrender Charge for the initial Face Amount or any requested increase
in Face Amount is determined by multiplying (1) the applicable Surrender Charge
per $1,000 of Face Amount from Appendix E by (2) the initial Face Amount or the
Face Amount of the increase, as applicable, and by (3) the applicable percentage
from the Surrender Charge Percentage Table below, and then dividing this amount
by 1000.

     EXAMPLE. The following example illustrates how we determine the Surrender
Charge. Assume that a male, Age 35 buys a Policy with an initial Face Amount of
$100,000 and surrenders the Policy during the third Policy Year.


     Based on these assumptions, the Surrender Charge will be the result of
multiplying (1) $       (from Appendix E for a male Age 35) by (2) $100,000 (the
initial Face Amount) and by (3) 70% (the applicable percentage from the
Surrender Charge Percentage Table), and then dividing by 1000, which results in
a Surrender Charge of $        (($ x $100,000 x 70%) / 1000).


     The additional Surrender Charge for requested increases in Face Amount will
be calculated in the same manner as illustrated in the example above, except
that the different Surrender Charge Percentages apply for requested increases in
Face Amount.

                        SURRENDER CHARGE PERCENTAGE TABLE

                                        THE FOLLOWING PERCENTAGES OF THE
                                     SURRENDER CHARGE WILL BE PAYABLE FOR:
IF SURRENDER OR LAPSE OCCURS IN
THE LAST MONTH OF POLICY YEAR:*   INITIAL FACE AMOUNT   FACE AMOUNT INCREASES
- -------------------------------   -------------------   ---------------------
               0                          100%                     0%
               1                           90%                  23.3%
               2                           80%                  46.7%
               3                           70%                    70%
               4                           60%                    60%
               5                           50%                    50%
               6                           40%                    40%
               7                           30%                    30%
               8                           20%                    20%
               9                           10%                    10%
               10                           0%                     0%

*For requested increases, years are measured from the date of the increase.


                                       25





     MONTANA RESIDENTS. Appendix D, Appendix E, Appendix F and the preceding
illustrations of the Surrender Charge do not apply to Policies issued in
Montana. The Insured's sex does not affect the Surrender Charge applied to
Policies issued in Montana. Therefore, the Surrender Charge made on Policies
issued in Montana will differ from the charge made in other states.


PARTIAL WITHDRAWAL AND TRANSFER CHARGES
     We currently make no charge for transfers and assess a $10.00 charge for
each partial withdrawal. These charges are guaranteed not to exceed $25.00 per
transfer or partial withdrawal for the duration of the Policy. The transfer
charge will not be imposed on transfers that occur as a result of Policy loans
or the exercise of conversion rights.

INVESTMENT ADVISORY FEES AND FUND EXPENSES
     Because the Variable Account purchases shares of the Funds, the net asset
value of the Variable Account's investments will reflect the investment advisory
fees and other expenses incurred by the Funds. Set forth below is information
provided by each Fund on its total 1998 annual expenses as a percentage of the
Fund's average net assets. See the prospectuses for the Funds for more
information concerning these expenses.


                                       26




EXPENSES




                                                                                        TOTAL INVESTMENT
                                                                MANAGEMENT    OTHER       FUND AMOUNT
FUND                                                               FEES      EXPENSES       EXPENSES
- --------------------------------------------------------------  ----------   --------   ----------------
                                                                                    
Alger American Growth Portfolio (a) ..........................     0.___%      0.___%        0.___%
Alger American MidCap Growth Portfolio (a) ...................     0.___%      0.___%        0.___%
Alger American Small Capitalization Portfolio (a) ............     0.___%      0.___%        0.___%
Fidelity VIP Equity-Income Portfolio (a) (b) .................     0.___%      0.___%        0.___%
Fidelity VIP Growth Portfolio (a) (b) ........................     0.___%      0.___%        0.___%
Fidelity VIP High Income Portfolio (a) .......................     0.___%      0.___%        0.___%
Fidelity VIP Money Market Portfolio ..........................     0.___%      0.___%        0.___%
Fidelity VIP II Contrafund Portfolio (a) (b) .................     0.___%      0.___%        0.___%
Fidelity VIP II Index 500 Portfolio (a) (c) ..................     0.___%      0.___%        0.___%
Fidelity VIP II Investment Grade Bond Portfolio (a) ..........     0.___%      0.___%        0.___%
Janus Aggressive Growth Portfolio (a) (d) ....................     0.___%      0.___%        0.___%
Janus Growth Portfolio (a) (d) ...............................     0.___%      0.___%        0.___%
Janus International Growth Portfolio (a) (d) .................     0.___%      0.___%        0.___%
Janus Worldwide Growth Portfolio (a) (d) .....................     0.___%      0.___%        0.___%
Neuberger Berman Advisers Management Trust Limited
 Maturity Bond Portfolio (a) (e) .............................     0.___%      0.___%        0.___%
Neuberger Berman Advisers Management Trust Partners
 Portfolio (a) (e) ...........................................     0.___%      0.___%        0.___%
Neuberger Berman Advisers Management Trust Socially 
 Responsive Portfolio (e) (f) ................................     0.___%      0.___%        0.___%
Northstar Galaxy Trust Emerging Growth Portfolio (g) .........     0.___%      0.___%        0.___%
Northstar Galaxy Trust Growth + Value Portfolio (g) ..........     0.___%      0.___%        0.___%
Northstar Galaxy Trust High Yield Bond Portfolio (g) .........     0.___%      0.___%        0.___%
Northstar Galaxy Trust International Value Portfolio (g) .....     0.___%      0.___%        0.___%
Northstar Galaxy Trust Multi-Sector Bond Portfolio (g) .......     0.___%      0.___%        0.___%
OCC Equity Portfolio (a) (h) .................................     0.___%      0.___%        0.___%
OCC Global Equity Portfolio (a) (h) ..........................     0.___%      0.___%        0.___%
OCC Managed Portfolio (a) (h) ................................     0.___%      0.___%        0.___%
OCC Small Cap Portfolio (a) (h) ..............................     0.___%      0.___%        0.___%
Putnam VT Growth and Income Fund .............................     0.___%      0.___%        0.___%
Putnam VT New Opportunities Fund .............................     0.___%      0.___%        0.___%
Putnam VT Voyager Fund .......................................     0.___%      0.___%        0.___%



     (a)  The Company or its affiliates may receive compensation from an
          affiliate or affiliates of certain of the Funds based upon an annual
          percentage of the average net assets held in that Fund by the Company
          and by certain of the Company's insurance company affiliates. These
          amounts are intended to compensate the Company or the Company's
          affiliates for administrative, record keeping, and in some cases
          distribution, and other services provided by the Company and its
          affiliates to Funds and/or the Funds' affiliates. Payments of such
          amounts by an affiliate or affiliates of the Funds do not increase the
          fees paid by the Funds or their shareholders. The percentage paid may
          vary from one Fund company to another.


     (b)  A portion of the brokerage commissions that certain funds pay was used
          to reduce Fund expenses. In addition, certain Funds have entered into
          arrangements with their custodian whereby credits realized, as a
          result of uninvested cash balances, were used to reduce custodian
          expenses. Including these reductions, the Total Investment Fund Annual
          Expenses presented in the table would have been:    % for Fidelity VIP
          Equity-Income Portfolio;     % for Fidelity VIP Growth Portfolio; and
                  % for Fidelity VIP II Contrafund Portfolio.


     (c)  The adviser agreed to reimburse a portion of Fidelity VIP II Index 500
          Portfolio's expenses during the period. Without this reimbursement,
          the Fund's Management Fee, Other Expenses and Total Investment Fund
          Annual Expenses would have been     %,     %, and     % respectively. 
          Expense reimbursements are voluntary. There is no assurance of ongoing
          reimbursement.

     (d)  The fees and expenses in the table above are based on gross expenses
          before expense offset arrangements for the fiscal year ended December
          31, 1998. The information is net of fee


                                       27




          reductions from Janus Capital. Fee reductions for the Aggressive
          Growth, Growth, International Growth, and Worldwide Growth Portfolios
          reduce the management fee to the level of the corresponding Janus
          retail fund. Without such reductions, the Management Fee, Other
          Expenses and Total Investment Fund Annual Expenses would have been: 
               %,     %, and     % for Janus Aggressive Growth Portfolio;     %,
               %, and    % for Janus Growth Portfolio;     %,    %, and    % for
          Janus International Growth Portfolio; and    %,    %, and    % for
          Janus Worldwide Growth Portfolio. Janus Capital may modify or
          terminate the reductions at any time upon at least 90 days' notice to
          the Trustees of Janus Aspen Series.


     (e)  Neuberger Berman Advisers Management Trust is comprised of separate
          Portfolios, the following of which are available as funding options
          under the contract: Limited Maturity Bond Portfolio, Partners
          Portfolio and Socially Responsive Portfolio ("Portfolio series").
          Unlike the other funding options available under the contract, each of
          the Portfolio series invests all of its net investable assets in AMT
          Limited Maturity Bond Investments, AMT Partners Investments and AMT
          Socially Responsive Investments, respectively, of Advisers Managers
          Trust ("Investment series"). The Investment series in turn, invest
          directly in securities. For a more complete discussion of this
          structure, please see the prospectus for Neuberger Berman Advisers
          Management Trust Limited Maturity Bond Portfolio, Partners Portfolio
          and Socially Responsive Portfolio. Please note that the figures
          reported under "Management Fees" and "Other Expenses" include the
          aggregate of (i) the management fees paid by the Investment series,
          (ii) the administration fees paid by the Portfolio series, and (iii)
          all other expenses in the aggregate for the Investment series and
          Portfolio series, respectively.

     (f)  Neuberger Berman Management Inc. ("NBMI") has undertaken to reimburse
          the Socially Responsive Portfolio for certain operating expenses,
          including the compensation of Neuberger Berman Advisers Management
          Trust and excluding taxes, interest, extraordinary expenses, brokerage
          commissions and transaction costs, that exceed in the aggregate, 1.50%
          of the average daily net asset value of the Socially Responsive
          Portfolio. The Socially Responsive Portfolio has not commenced
          operations until as of November 30, 1998, and therefore these expense
          figures are estimated. Estimated expenses are expected to be 2.50% for
          the fiscal period ending December 31, 1998, prior to the
          reimbursement. The expense reimbursement policy is subject to
          termination upon 60 days' written notice. There can be no assurance
          that this policy will be continued. See "Expense Limitation" in the
          Socially Responsive Portfolio prospectus for further information.

     (g)  The investment adviser to the Northstar Galaxy Trust has agreed to
          reimburse the Northstar Growth + Value Portfolio and High Yield Bond
          Portfolio for any expenses in excess of 0.80% of each Portfolio's
          average daily net assets. It has also agreed to reimburse the Emerging
          Growth and International Value Portfolios for amounts in excess of
          0.90% and 1.00%, respectively. In the absence of the investment
          adviser's expense reimbursements, the Total Investment Fund Annual
          Expenses that would have been paid by each Portfolio during its fiscal
          year ended December 31, 1998 would have been: Northstar Galaxy Trust
          Growth + Value Portfolio:     %; Northstar Galaxy Trust High Yield
          Bond Portfolio:     %; Northstar Galaxy Trust Multi-Sector Bond
          Portfolio:     %; Northstar Galaxy Trust Emerging Growth Portfolio:
               %. For the Northstar Galaxy Trust International Value Portfolio,
          on an annualized basis, absent expense reimbursement, the actual
          expenses for this Portfolio are estimated to be     %. Expense 
          reimbursements are voluntary. There is no assurance of ongoing
          reimbursement.

     (h)  Management Fees reflect effective management fees after taking into
          effect any waiver. Other Expenses are shown gross of expense offsets
          afforded the Portfolios which effectively lowered overall custody
          expenses. Total Investment Fund Annual Expenses for the Equity, Small
          Cap and Managed Portfolios are limited by OpCap Advisors so that their
          respective annualized operating expenses (net of any expense offsets)
          do not exceed 1.00% of average daily net assets. Total Investment Fund
          Annual Expenses for the Global Equity Portfolio are limited so that
          annualized operating expenses (net of expense offsets) do not exceed
          1.25% of average daily net assets. Without such limitation and without
          giving effect to any expense offsets, the Management Fees, Other
          Expenses and Total Investment Fund Annual Expenses incurred for the
          fiscal year ended December 31, 1998 would have been:    %,    %    and
               %, respectively, for the Equity Portfolio;     %,     % and    %,
          respectively, for the Global Equity Portfolio;



                                       28




               %,    % and     %, respectively, for the Managed Portfolio; and 
               %,    % and     %, respectively, for the Small Cap Portfolio.

REDUCTION OF CHARGES
     ReliaStar may reduce any of the charges under the Policy, as well as the
minimum Face Amount set forth in this Prospectus, because of special
circumstances that result in lower sales, administrative, or mortality expenses.
For example, special circumstances may exist in connection with group or
sponsored arrangements, sales to our policyholders or those of affiliated
insurance companies, or sales to employees or clients of members of our
affiliated group of insurance companies. The amount of any reductions will
reflect the reduced sales effort and administrative costs resulting from, or the
different mortality experience expected as a result of, the special
circumstances. Reductions will not be unfairly discriminatory against any
person, including the affected Policy owners and owners of all other policies
funded by the Variable Account.


POLICY LAPSE AND REINSTATEMENT

     LAPSE. Unlike traditional life insurance policies, the failure to make a
Planned Periodic Payment will not by itself cause the Policy to lapse
(terminate). If the Death Benefit Guarantee is not in effect, the Policy will
lapse only if, as of any Monthly Anniversary, the Cash Surrender Value is less
than the Monthly Deduction due, and a grace period of 61 days expires without a
sufficient payment.

     During the early Policy Years, the Cash Surrender Value will generally not
be sufficient to cover the Monthly Deduction, so that premium payments
sufficient to maintain the Death Benefit Guarantee will be required to avoid
lapse. See "Death Benefit Guarantee".

     The Policy does not lapse, and the insurance coverage continues, until the
expiration of a 61-day grace period which begins on the date we send you written
notice indicating that the Cash Surrender Value is less than the Monthly
Deduction due. Our written notice will indicate the amount of the payment
required to avoid lapse. If you do not make a sufficient payment within the
grace period, then the Policy will lapse without value.

     If the Insured dies during the grace period, the proceeds payable will
equal the amount of the Death Benefit on the Valuation Date on or next following
the date of the Insured's death, reduced by any Loan Amount and any unpaid
Monthly Deductions.

     If the Death Benefit Guarantee is in effect, we will not lapse the Policy.
See "Death Benefit Guarantee".

     REINSTATEMENT. Reinstatement means putting a lapsed Policy back in force.
You may reinstate a lapsed Policy by written request any time within five years
after it has lapsed if it has not been surrendered for its Cash Surrender Value.

     To reinstate the Policy and any riders you must submit evidence of
insurability satisfactory to us and you must pay a premium large enough to keep
the Policy in force for at least two months.


     A lapsed Death Benefit Guarantee cannot be reinstated after the fifth
Policy Year.



SURRENDER BENEFITS

     Subject to certain limitations, you may make a total surrender of the
Policy or a partial withdrawal of the Policy's Cash Surrender Value by sending
us a written request. We will determine the amount available for a total
surrender or partial withdrawal at the end of the Valuation Period when we
receive your written request. Generally, we will pay any amounts from the
Variable Account upon total surrender or partial withdrawal within seven days
after we receive your written request. We may postpone payments, however, in
certain circumstances. See "General Provisions -- Postponement of Payments".

TOTAL SURRENDER
     You may surrender the Policy at any time for its Cash Surrender Value by
making a written request. The Cash Surrender Value is the Accumulation Value of
the Policy reduced by any Surrender Charge, Loan Amount and unpaid Monthly
Deductions. If the Cash Surrender Value at the time of a surrender exceeds
$25,000, the written request must include a Signature Guarantee. Appendix D
shows an


                                       29




illustration of Accumulation Values, Cash Surrender Values, and Death Benefits
assuming different levels of premium payments and investment returns for
selected Ages and Face Amounts.

PARTIAL WITHDRAWAL

     After the first Policy Year, you may withdraw part of the Cash Surrender
Value by sending us a written request. If the amount being withdrawn exceeds
$25,000, then the written request must include a Signature Guarantee. We
currently allow only one partial withdrawal in any Policy Year. We currently
make a $10 charge for each partial withdrawal. We guarantee that this charge
will not exceed $25 for each partial withdrawal. See "Deductions and Charges --
Partial Withdrawal and Transfer Charges". The amount of any partial withdrawal
must be at least $500 and, during the first 10 Policy Years, may not be more
than 20% of the Cash Surrender Value on the date we receive your written
request.


     Unless you specify a different allocation, we make partial withdrawals from
the Fixed Account and the Sub-Accounts of the Variable Account on a
proportionate basis based upon the Accumulation Value. We will determine these
proportions at the end of the Valuation Period during which we receive your
written request. For purposes of determining these proportions, we first
subtract any outstanding Loan Amount from the Fixed Accumulation Value.

     EFFECT OF PARTIAL WITHDRAWALS. We will reduce the Accumulation Value by the
amount of any partial withdrawal. We will also reduce the Death Benefit by the
amount of the withdrawal, or, if the Death Benefit is based on the corridor
percentage of Accumulation Value (see "Death Benefit -- Death Benefit Options"),
by an amount equal to the corridor percentage times the amount of the partial
withdrawal.

     If the Level Amount Option is in effect, we will reduce the Face Amount by
the amount of the partial withdrawal. When increases in the Face Amount have
occurred previously, we reduce the current Face Amount by the amount of the
partial withdrawal in the following order:

     (1)  The Face Amount provided by the most recent increase;

     (2)  The next most recent increases successively; and

     (3)  The Face Amount when the policy was issued.

     (This assumption also applies to requested decreases in Face Amount -- see
"Death Benefit -- Requested Changes in Face Amount".) Thus, partial withdrawals
may affect the way in which the cost of insurance is calculated and the amount
of pure insurance protection under the Policy. See "Death Benefit -- Requested
Changes in Face Amount", "Deductions and Charges -- Monthly Deduction" and
"Death Benefit -- Insurance Protection".

     We do not allow a partial withdrawal if the Face Amount after a partial
withdrawal would be less than the minimum Face Amount (currently $25,000).

     If the Variable Amount Option or the Face Plus Premium Amount Option is in
effect, a partial withdrawal does not affect the Face Amount.

     A partial withdrawal may also cause the termination of the Death Benefit
Guarantee because we deduct the amount of the partial withdrawal from the total
premiums paid in calculating whether you have paid sufficient premiums in order
to maintain the Death Benefit Guarantee.

     Like partial withdrawals, Policy loans are a means of withdrawing money
from the Policy. See "Policy Loans". A partial withdrawal or a Policy loan may
have tax consequences depending on the circumstances of such withdrawal or
loan. See "Federal Tax Matters -- Policy Proceeds".


TRANSFERS

     You may transfer all or part of the Variable Accumulation Value between the
Sub-Accounts or to the Fixed Account subject to any conditions the Funds whose
shares are involved may impose. You must make your transfer request in writing
unless you have completed a telephone transfer authorization form. You may also
direct us to automatically make periodic transfers under the Dollar Cost
Averaging or Portfolio Rebalancing services as described below.

     To transfer all or part of the Variable Accumulation Value from a
Sub-Account, we redeem Accumulation Units and reinvest their values in other
Sub-Accounts, or the Fixed Account, as you direct


                                       30




in your request. We will effect transfers, and determine all values in
connection with transfers, at the end of the Valuation Period during which we
receive your request, except as otherwise specified for the Dollar Cost
Averaging or Portfolio Rebalancing services. With respect to future Net Premium
payments, however, your current premium allocation will remain in effect unless
(1) you have requested the Portfolio Rebalancing service, or (2) you are
transferring all of the Variable Accumulation Value from the Variable Account to
the Fixed Account in exercise of conversion rights. See "Free Look and
Conversion Rights -- Conversion Rights".

     Transfers from the Fixed Account to the Variable Account are subject to the
following additional restrictions:

     *    your transfer request must be postmarked no more than 30 days before
          or after the Policy Anniversary in any year, and only one transfer is
          permitted during this period,

     *    you may only transfer up to 50% of the Fixed Accumulation Value, less
          any Loan Amount, unless the balance, after the transfer, would be less
          than $1,000, in which event you may transfer the full Fixed
          Accumulation Value, less any Loan Amount, and

     *    you must transfer at least the lesser of $500 or the total Fixed
          Accumulation Value, less any Loan Amount.

See Appendix A. Some of these restrictions may be waived for transfers due to
the Portfolio Rebalancing service.

     TELEPHONE/FAX INSTRUCTIONS. You are allowed to enter certain types of
instructions either by telephone or by fax if you complete a telephone/fax
instruction authorization form. If you complete the form, you can enter the
following types of instructions by telephone or fax:

     *    transfers between Sub-Accounts

     *    changes of allocations among fund options

     *    change of Sub-Account for systematic withdrawals

     *    change of Sub-Account for variable annuitization payouts

By completing the telephone/fax form, you agree that we will not be liable for
any loss, liability, cost or expense when we act in accordance with the
telephone/fax transfer instructions that we receive or are recorded on voice
recording equipment. If we later determine that you did not make a telephone/fax
transfer request or the request was made without your authorization, and loss
results from such unauthorized transfer, you bear the risk of this loss. We
consider any requests made via fax as telephone requests and such requests are
bound by the conditions in the telephone/fax transfer authorization form you
sign. Any fax request should include your name, daytime telephone number, Policy
number and, in the case of transfers, the names of the Sub-Accounts from which
and to which money will be transferred and the allocation percentage. ReliaStar
will employ reasonable procedures to confirm that instructions communicated by
telephone/fax are genuine. If we do not employ such procedures, we may be liable
for any losses due to unauthorized or fraudulent instructions. Such procedures
may include, among others, requiring forms of personal identification prior to
acting upon telephone/fax instructions, providing written confirmation of such
instructions, and/or tape recording telephone instructions.

     DOLLAR COST AVERAGING SERVICE. You may request this service if your Face
Amount is at least $100,000 and your Accumulation Value, less any Loan Amount,
is at least $5,000. If you request this service, you direct us to automatically
make specific periodic transfers of a fixed dollar amount from any of the
Sub-Accounts to one or more of the Sub-Accounts or to the Fixed Account. We do
not permit transfers from the Fixed Account under this service. You may request
that we make transfers of this type on a monthly, quarterly, semi-annual, or
annual basis. This service is intended to allow you to use "Dollar Cost
Averaging", a long term investment method which provides for regular investments
over time. We make no guarantees that Dollar Cost Averaging will result in a
profit or protect against loss. You may discontinue this service at any time by
notifying us in writing.

     If you are interested in the Dollar Cost Averaging service, you may obtain
a separate application form and full information concerning this service and its
restrictions from us or our registered representative.


                                       31




     We will discontinue the Dollar Cost Averaging service immediately (1) on
receipt of any request to begin a Portfolio Rebalancing service, (2) if the
Policy is in the grace period on any date when Dollar Cost Averaging transfers
are scheduled, or (3) if the specified transfer amount from any Sub-Account is
more than the Accumulation Value in that Sub-Account.

     We reserve the right to discontinue, modify, or suspend this service. Any
such modification or discontinuation would not affect any Dollar Cost Averaging
service requests already commenced.

     PORTFOLIO REBALANCING SERVICE. You may request this service if your Face
Amount is at least $200,000 and your Accumulation Value, less any Loan Amount,
is at least $10,000. If you request this service, you direct us to automatically
make periodic transfers to maintain your specified percentage allocation of
Accumulation Value, less any Loan Amount, among the Sub-Accounts of the Variable
Account and the Fixed Account. We will also change your allocation of future Net
Premium payments to be equal to this specified percentage allocation. You may
request that we make transfers under this service on a quarterly, semi-annual,
or annual basis. This service is intended to maintain the allocation you have
selected consistent with your personal objectives.

     The Accumulation Value in each Sub-Account of the Variable Account and the
Fixed Account will grow or decline at different rates over time. Portfolio
Rebalancing will periodically transfer Accumulation Values from those accounts
that have increased in value to those accounts that have increased at a slower
rate or declined in value. If all accounts decline in value, it will transfer
Accumulation Values from those that have decreased less in value to those that
have decreased more in value. We make no guarantees that Portfolio Rebalancing
will result in a profit or protect against loss. You may discontinue this
service at any time by notifying us in writing.

     If you are interested in the Portfolio Rebalancing service you may obtain a
separate application form and full information concerning this service and its
restrictions from us or our registered representative.

     If you are using the Portfolio Rebalancing service, we will discontinue
this service immediately (1) on receipt of any request to change the allocation
of premiums to the Fixed Account and Sub-Account of the Variable Account, (2) on
receipt of any request to begin a Dollar Cost Averaging service, (3) upon
receipt of any request to transfer Accumulation Value among the accounts, or (4)
if the policy is in the grace period or the Accumulation Value, less any Loan
Amount, is less than $7,500 on any Valuation Date when Portfolio Rebalancing
transfers are scheduled.

     We reserve the right to discontinue, modify, or suspend this service. Any
such modification or discontinuation could affect Portfolio Rebalancing services
currently in effect, but only after 30 days notice to affected Policy owners.


     TRANSFER LIMITS. We currently allow unlimited transfers in a Policy Year,
although we reserve the right to limit you to no more than twelve transfers per
year. All transfers that are effective on the same Valuation Date will be
treated as one transfer transaction. Transfers made due to the Dollar Cost
Averaging or Portfolio Rebalancing services do not currently count toward the
limit on number of transfers.

     TRANSFER CHARGES. While there is currently no charge imposed on the first
24 transfers in a Policy Year, we reserve the right to make a charge not to
exceed $25 per transfer for the duration of the Policy. Further, no charge
currently is made to transfers to implement Dollar Cost Averaging and Portfolio
Rebalancing. See "Deductions and Charges -- Partial Withdrawal and Transfer
Charges". In no event, however, will we impose any charge in connection with the
exercise of a conversion right or transfers occurring as the result of Policy
Loans. All transfers are also subject to any charges and conditions imposed by
the Fund whose shares are involved. We will treat all transfers that are
effective on the same Valuation Date as one transfer transaction for the purpose
of assessing any transfer charge.



POLICY LOANS


     GENERAL. As long as the Policy remains in effect, you may borrow money from
us using the Policy as security for the loan. We reserve the right to limit
loans during the first Policy year (except that persons in Indiana may take
loans during the first Policy year). The maximum amount you may borrow at any
time is equal to the Loan Value of the Policy, which is equal to 90% of the Cash
Value (100% in Texas) less the existing Loan Amount. If the Policy is in force
as paid-up life insurance, the Loan Value



                                       32




is equal to the Cash Value on the next Policy Anniversary less any existing Loan
Amount and loan interest to that date. Each Policy loan must be at least $500
($200 in Connecticut). After Age 65, we currently allow you to borrow 100% of
the Cash Surrender Value.

     You can make loan requests in writing or by telephoning us on any Valuation
Date. Any loan request in excess of $25,000 will require a Signature Guarantee.
Telephone loan requests cannot exceed $10,000. We currently do not require any
election form to make telephone loan requests. We will employ reasonable
procedures to confirm that loan requests made by telephone are genuine. In the
event we do not employ such procedures, we may be liable for any losses due to
unauthorized or fraudulent instructions. Such procedures may include, among
others, requiring forms of personal identification prior to acting upon
telephone instructions, providing written confirmations of such instructions
and/or tape recording telephone instructions.

     Policy loans have priority over the claims of any assignee or other person.
You may repay a Policy loan in whole or in part at any time.

     We will normally pay the loan proceeds to you within seven days after we
receive your request. We may postpone payment of loan proceeds to you under
certain circumstances. See "General Provisions -- Postponement of Payments".

     Payments you make generally will be treated as premium payments, rather
than Policy loan repayments, unless you indicate that we should treat the
payment otherwise or unless we decide, at our discretion, to apply the payment
as a Policy loan repayment. As a result, unless you indicate that a payment is a
loan repayment, all payments you make to the Policy will generally be subject to
the Premium Expense Charge. See "Deductions and Charges -- Premium Expense
Charge".

     IMMEDIATE EFFECT OF POLICY LOANS. When we make a Policy loan, we will
segregate an amount equal to the Policy loan (which includes interest payable in
advance) within the Accumulation Value of your Policy and hold it in the Fixed
Account as security for the loan. As described below, you will pay interest to
us on the Policy loan, but we will also credit interest to you on the amount
held in the Fixed Account as security for the loan. We will include the amount
segregated in the Fixed Account as security for the Policy loan as part of the
Fixed Accumulation Value under the Policy, but we will credit that amount with
interest on a basis different from other amounts in the Fixed Account.

     Unless you specify differently, amounts held as security for the Policy
loan will come proportionately from the Fixed Accumulation Value and the
Variable Accumulation Value (with the proportions being determined as described
below). We will transfer assets equal to the portion of the Policy loan coming
from the Variable Accumulation Value from the Sub-Accounts of the Variable
Account to the Fixed Account, THEREBY REDUCING THE POLICY VALUE HELD IN THE
SUB-ACCOUNTS. We do not treat these transfers as transfers for the purposes of
assessing the transfer charge or calculating the limit on the number of
transfers.

     EFFECT ON INVESTMENT PERFORMANCE. Amounts coming from the Variable Account
as security for Policy loans will no longer participate in the investment
performance of the Variable Account. We will credit all amounts held in the
Fixed Account as security for Policy loans (that is, the Loan Amount) with
interest at an effective annual rate equal to 3.00%. WE WILL NOT CREDIT
ADDITIONAL INTEREST TO THESE AMOUNTS. On the Policy Anniversary, we will
allocate any interest credited on these amounts to the Fixed Account and the
Variable Account according to the premium allocation then in effect (see
"Payment and Allocation of Premiums -- Allocation of Premiums").

     Although you may repay Policy loans in whole or in part at any time, Policy
loans will permanently affect the Policy's potential Accumulation Value. As a
result, to the extent that the Death Benefit depends upon the Accumulation Value
(see "Death Benefit -- Death Benefit Options"), Policy loans will also affect
the Death Benefit under the Policy. This effect could be favorable or
unfavorable depending on whether the investment performance of the assets
allocated to the Sub-Account(s) is less than or greater than the interest being
credited on the assets transferred to the Fixed Account while the loan is
outstanding. Compared to a Policy under which no loan is made, values under the
Policy will be lower when such interest credited is less than the investment
performance of assets held in the Sub-Account(s).

     EFFECT ON POLICY COVERAGE. We will notify you if, on any Monthly
Anniversary, the Loan Amount is greater than the Accumulation Value, less the
then applicable Surrender Charge. If we do not receive


                                       33




sufficient payment within 61 days from the date we send notice to you, the
Policy will lapse and terminate without value. Our written notice to you will
indicate the amount of the payment required to avoid lapse. The Policy may,
however, later be reinstated. See "Policy Lapse and Reinstatement".

     A Policy loan may also cause termination of the Death Benefit Guarantee,
because we deduct the Loan Amount from the total premiums paid in calculating
whether you have paid sufficient premiums in order to maintain the Death Benefit
Guarantee. See "Death Benefit Guarantee".

     We will reduce proceeds payable upon the death of the Insured by any Loan
Amount.


     INTEREST. The interest rate charged on Policy loans will be an annual rate
of 4.762%, payable in advance. After the 10th Policy Year, we currently charge
interest at an annual rate of 2.913% (guaranteed not to exceed 3.382%), payable
in advance, on that portion of your Loan Amount that is not in excess of (1) the
Accumulation Value, less (2) the total of all premiums paid less all partial
withdrawals. We will charge interest on any excess of this amount at the annual
rate of 4.762%, payable in advance.


     Interest is payable in advance (for the rest of the Policy Year) at the
time any Policy loan is made and at the beginning of each Policy Year thereafter
(for that entire Policy Year). If you do not pay interest when due, we will
deduct it from the Cash Surrender Value as an additional Policy loan (see
"Immediate Effect of Policy Loans" above) and we will add it to the existing
Loan Amount.

     Because we charge interest in advance, we will refund any interest that we
have not earned to you upon lapse or surrender of the Policy or repayment of the
Policy Loan.

     REPAYMENT OF LOAN AMOUNT. You may repay the Loan Amount any time. If not
repaid, we will deduct the Loan Amount from any amount payable under the Policy.
As described above, unless you provide us with notice to the contrary, we
generally will treat any payments on the Policy as premium payments, which are
subject to the Premium Expense Charge, rather than repayments on the Loan
Amount. Any repayments on the Loan Amount will result in amounts being
reallocated from the Fixed Account and to the Sub-Accounts of the Variable
Account according to your current premium allocation.

     TAX CONSIDERATIONS. A Policy loan may have tax consequences depending on
the circumstances of the loan. See "Federal Tax Matters -- Policy Proceeds".


     1035 EXCHANGES. We reserve the right to permit a Policy Loan prior to the
first Policy Anniversary for Policies issued pursuant to a transfer of Cash
Values from another life insurance policy under Section 1035(a) of the Code, as
amended. In the event of such a Policy Loan, the Policy Loan will be treated for
all purposes as made on the Policy Issue Date.



FREE LOOK AND CONVERSION RIGHTS

FREE LOOK RIGHTS
     The Policy provides for "free look" periods, one after application for and
issuance of the Policy and the other after any requested increase in Face
Amount.

     CANCELLATION. During the free look period you have a right to return the
Policy for cancellation and receive a refund of premiums paid for the Policy.
You must return the Policy to us or your agent and ask us to cancel the Policy
or cancel your increase by midnight of the 10th day after receiving the Policy
or a new Policy Data Page.

     Upon requesting cancellation of the increase, you will receive a refund, if
you so request, or otherwise a restoration to the Policy's Accumulation Value
(allocated among the Fixed Account and the Sub-Accounts of the Variable Account
as if it were a Net Premium payment), in an amount equal to all Monthly
Deductions attributable to the increase in Face Amount, including rider costs
arising from the increase.

CONVERSION RIGHTS
     During the first two Policy Years and the first two years following a
requested increase in Face Amount, we provide you with an option to convert the
Policy or any requested increase in Face Amount to a life insurance policy under
which the benefits do not vary with the investment experience of the Variable
Account. For policies issued in all states, except Connecticut, we make this
option available by


                                       34




permitting you to transfer all or a part of your Variable Accumulation Value to
the Fixed Account. For policies issued in Connecticut, you may exchange this
Policy for a different permanent fixed benefit life insurance policy that we
offer in those states. The two conversion right options are discussed below.

     GENERAL OPTION. In all states except Connecticut, you may exercise your
conversion right by transferring all or any part of your Variable Accumulation
Value to the Fixed Account. If, at any time during the first two Policy Years or
the first two years following a requested increase in Face Amount, you request
transfer from the Variable Account to the Fixed Account and indicate that you
are making the transfer in exercise of your conversion right, we will not assess
any transfer charge on the transfer, and the transfer will not count against the
limit on the number of transfers. At the time of such transfer, there is no
effect on the Policy's Death Benefit, Face Amount, net amount at risk, Rate
Class(es) or Issue Age -- only the method of funding the Accumulation Value
under the Policy will be affected. See "Death Benefit", "Accumulation Value" and
Appendix B, "The Fixed Account".

     If you transfer all of the Variable Accumulation Value from the Variable
Account to the Fixed Account and indicate that you are making this transfer in
exercise of your Conversion Right, we will automatically credit all future
premium payments on the policy to the Fixed Account unless you request a
different allocation.

     CONNECTICUT. During the first two Policy Years and during the first 24
months following a requested increase in Face Amount, you may convert the Policy
or the Face Amount increase to any fixed benefit whole life insurance policy we
offer. We will not require any evidence of insurability for the conversion. In
order to convert to a new policy, we must receive a written conversion request.
If the entire Policy is being converted, you must surrender the Policy to us.
The conversion must be made while the Policy is in force; and any outstanding
Loan Amount must be repaid.


     The new policy will have the same Issue Age and rate class as the Policy.
If you are converting the entire Policy, the effective date of the conversion
will be the date on which we receive both your written conversion request and
the Policy. If you are converting a Face Amount increase, the effective date of
the conversion will be the date on which we receive your written conversion
request.


     On the effective date of the conversion, the new policy will have, at your
option, either:

     (1)  A death benefit which is equal to the Death Benefit of the Policy on
          the effective date of the conversion, or in the case of a Face Amount
          increase, a death benefit equal to the increase in Face Amount; or

     (2)  A net amount at risk which equals the Death Benefit of the Policy on
          the effective date of the conversion, less the Accumulation Value on
          that date, or in the case of a Face Amount increase, a net amount at
          risk which equals the Face Amount increase on the effective date of
          conversion less the Accumulation Value on that date which is
          considered to be part of the Face Amount increase.

     The conversion will be subject to an equitable adjustment in payments and
Policy values to reflect variances, if any, in the payments and Policy values
under the Policy and the new policy. We may require an additional premium
payment. The new Policy's provisions and charges will be the same as those that
would have been in effect had the new Policy been issued on the Policy Date.


GENERAL PROVISIONS

ADDITIONAL INFORMATION ON THE INVESTMENTS OF THE VARIABLE ACCOUNT

     Although the Variable Account currently consists of 29 investment options,
we currently only permit you to participate in a maximum of 17 investment
options over the lifetime of your Policy. The initial allocation of your premium
to the Fidelity VIP Money Market Sub-Account will count against the 17
investment option limitation. You do not have to choose your investment options
in advance, but once you participate in the 17th Fund since your Policy was
issued, you would only be able to transfer within those 17 Funds already used
and which are still available.


     The Fund shares may be available to fund benefits under both variable
annuity and variable life contracts and policies. This could result in an
irreconcilable conflict between the interests of the holders of the different
types of variable contracts. The Funds have advised us that they will monitor
for such conflicts and will promptly provide us with information regarding any
such conflicts should they arise or


                                       35




become imminent, and we will promptly advise the Funds if we become aware of any
such conflicts. If any such material irreconcilable conflict arises, we will
arrange to eliminate and remedy such conflict up to and including establishing a
new management investment company and segregating the assets underlying the
variable policies and contracts at no cost to the holders of the policies and
contracts.

     There also is a possibility that one Fund might become liable for any
misstatement, inaccuracy or incomplete disclosure in another Fund's prospectus.

     The Funds distribute dividends and capital gains. However, we automatically
reinvest distributions in additional Fund shares, at net asset value. The
Sub-Account receives the distributions which are then reflected in the Unit
Value of that Sub-Account. See "Accumulation Value".

     ReliaStar has entered into service arrangements with the managers or
distributors of certain of the Funds. Under these arrangements, ReliaStar or its
affiliates may receive compensation from affiliates of the Funds. This
compensation is for providing administrative, recordkeeping, distribution and
other services to the Funds or their affiliates. Such compensation is paid based
upon assets invested in the particular Funds, or based on the aggregated net
asset goals. Payments of such amounts by an affiliate or affiliates of the Funds
do not increase the fees paid by the Funds or their shareholders. The percentage
paid may vary from one Fund to another.


ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

     We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares that are held by
the Variable Account or that the Variable Account may purchase.

     *    We reserve the right to establish additional Sub-Accounts of the
          Variable Account, each of which would invest in a new Fund, or in
          shares of another investment company, with a specified investment
          objective. We may establish new Sub-Accounts when, in our sole
          discretion, marketing needs or investment conditions warrant, and we
          will make any new Sub-Accounts available to existing Policy owners on
          a basis we determine.

     *    We may eliminate one or more Sub-Accounts, or prohibit additional new
          premium or transfers into a Sub-Account, if, in our sole discretion,
          marketing, tax, regulatory requirements or investment conditions
          warrant.

     *    We reserve the right to eliminate the shares of any of the Funds and
          to substitute shares of another Fund or of another open-end,
          registered investment company. We will not substitute any shares
          attributable to your interest in a Sub-Account of the Variable Account
          without notice and prior approval of the SEC, to the extent required
          by the Investment Company Act of 1940 or other applicable law.

     Nothing contained herein shall prevent the Variable Account from:

     *    Purchasing other securities of other Funds or classes of policies,

     *    Permitting a conversion between Funds or classes of policies on the
          basis of requests made by Policy owners, or

     *    Substituting the shares of one fund for shares of another fund in the
          event of a merger of funds or similar transaction.

     In the event of any such substitution, deletion or change, we may make
appropriate changes in this and other policies to reflect such substitution,
deletion or change. If you allocated all or a portion of your investments to any
of the current funds that are being substituted for or deleted, you may transfer
the portion of the Accumulation Value affected without paying a transfer charge.


     If we deem it to be in the best interests of persons having voting rights
under the Policies, we may:

     *    operate the Variable Account as a management company under the 1940
          Act,

     *    deregister the Variable Account under the 1940 Act in the event such
          registration is no longer required, or

     *    combine the Variable Account with our other separate accounts.


                                       36




VOTING RIGHTS

     You have the right to instruct us how to vote the Fund shares attributable
to the Policy at regular meetings and special meetings of the Funds. We will
vote the Fund shares held in Sub-Accounts according to the instructions
received, as long as:

     *    The Variable Account is registered as a unit investment trust under
          the Investment Company Act of 1940; and

     *    The Variable Account's assets are invested in Fund shares.

     If we determine that, because of applicable law or regulation, we do not
have to vote according to the voting instructions received, we will vote the
Fund shares at our discretion.

     All persons entitled to voting rights and the number of votes they may cast
are determined as of a record date, selected by us, not more than 90 days before
the meeting of the Fund. All Fund proxy materials and appropriate forms used to
give voting instructions will be sent to persons having voting interests.

     We will vote any Fund shares held in the Variable Account for which we do
not receive timely voting instructions, or which are not attributable to Policy
owners, in proportion to the instructions received from all Policy owners having
a voting interest in the Fund. Any Fund shares held by us or any of our
affiliates in general accounts will, for voting purposes, be allocated to all
separate accounts having voting interests in the Fund in proportion to each
account's voting interest in the respective Fund, and will be voted in the same
manner as are the respective account's votes.

     Owning the Policy does not give you the right to vote at meetings of our
stockholders.

     DISREGARDING VOTING INSTRUCTIONS. We may, when required by state insurance
regulatory authorities, disregard voting instructions if the instructions
require that the shares be voted so as to cause a change in the
subclassification or investment objective of any Fund or to approve or
disapprove an investment advisory contract for any Fund. In addition, we may
disregard voting instructions in favor of changes initiated by a Policy owner in
the investment policy or the investment adviser of any Fund if we reasonably
disapprove of such changes. We would disapprove a change only if the proposed
change is contrary to state law or prohibited by state regulatory authorities,
or we determine that the change would have an adverse effect on the Variable
Account in that the proposed investment policy for a Fund may result in
speculative or unsound investments. In the event we do disregard voting
instructions, we will include a summary of that action and the reasons for such
action in the next annual report to owners.


PAID-UP LIFE INSURANCE OPTION

     Before Age 100, if the Insured is living and the Policy is in force, you
may make a written request to direct us to apply the Cash Surrender Value of the
Policy to purchase paid-up life insurance. The amount by which this insurance
will exceed the Policy's Cash Value cannot be greater than the amount by which
the Policy's Death Benefit exceeds the Policy's Accumulation Value. We will pay
you in cash any Cash Surrender Value not used to purchase paid-up life
insurance. Any cash paid out or Policy loans forgiven may be considered a
taxable event.

OWNERSHIP
     While the Insured is alive, subject to the Policy's provisions you may:

     *    Change the amount and frequency of premium payments.
     *    Change the allocation of premiums.
     *    Change the Death Benefit Option.
     *    Change the Face Amount.
     *    Make transfers between accounts.
     *    Surrender the Policy for cash.
     *    Make a partial withdrawal for cash.
     *    Receive a cash loan.
     *    Assign the Policy as collateral.
     *    Change the beneficiary.


                                       37




     *    Transfer ownership of the Policy.
     *    Enjoy any other rights the Policy allows.

PROCEEDS
     At the Insured's death, the proceeds payable include the Death Benefit then
in force:

     *    Plus any additional amounts provided by rider on the life of the
          Insured;
     *    Plus any Policy loan interest that we have collected but not earned; o
          Minus any Loan Amount; and
     *    Minus any unpaid Monthly Deductions.

BENEFICIARY
     You may name one or more beneficiaries on the application when you apply
for the Policy. You may later change beneficiaries by written request. You may
also name a beneficiary whom you cannot change without his or her consent
(irrevocable beneficiary). If no beneficiary is surviving when the Insured dies,
we will pay the Death Benefit to you, if surviving, or otherwise to your estate.

POSTPONEMENT OF PAYMENTS
     We generally make payments from the Variable Account for Death Benefits,
cash surrender, partial withdrawal, or loans within seven days after we receive
all the documents required for the payments.

     We may, however, delay making a payment when we are not able to determine
the Variable Accumulation Value because (1) the New York Stock Exchange is
closed, other than customary weekend or holiday closings, or the SEC restricts
trading on the New York Stock Exchange, (2) the SEC by order permits
postponement for the protection of Policyholders, or (3) the SEC determines that
an emergency exists which makes disposing of securities not reasonably
practicable, or which makes it not reasonably practicable to determine the value
of the Variable Account's net assets. We may also postpone transfers and
allocations to and from any Sub-Account of the Variable Account under these
circumstances.

     We may delay any of the payments that we make from the Fixed Account for up
to six months from the date we receive the documents required. We will pay
interest at an effective annual rate of 3.50% if we delay payment more than 30
days. We will not credit any additional interest to any delayed payments. The
time a payment from the Fixed Account may be delayed and the rate of interest
paid on such amounts may vary among states.

SETTLEMENT OPTIONS
     Settlement Options are ways you can choose to have the Policy's proceeds
paid. These Settlement Options apply to proceeds paid:

     *    At the Insured's death.
     *    On total surrender of the Policy.

     We pay the proceeds to one or more payees. We may pay the proceeds in a
lump sum or we may apply the proceeds to one of the following Settlement
Options. You may request that we use a combination of Options. You must apply at
least $2,500 to any Option for each payee under that Option. Under an
installment Option, each payment must be at least $25.00. We may adjust the
interval to make each payment at least $25.00.

     Proceeds applied to any Option no longer earn interest at the rate applied
to the Fixed Account or participate in the investment performance of the Funds.

     Option 1 -- Proceeds are left with us to earn interest. Withdrawals and any
                 changes are subject to our approval.

     Option 2 -- Proceeds and interest are paid in equal installments of a
                 specified amount until the proceeds and interest are all paid.

     Option 3 -- Proceeds and interest are paid in equal installments for a
                 specified period until the proceeds and interest are all paid.

     Option 4 -- The proceeds provide an annuity payment with a specified number
                 of months "certain". The payments are continued for the life of
                 the primary payee. If the primary payee dies before the certain
                 period is over, the remaining payments are paid to a contingent
                 payee.


                                       38





     Option 5 -- The proceeds provide a life income for two payees. When one
                 payee dies, the surviving payee receives two-thirds of the
                 amount of the joint monthly payment for life.

     INTEREST ON SETTLEMENT OPTIONS. We base the interest rate for proceeds
applied under Options 1 and 2 on the interest rate we declare on funds that we
consider to be in the same classification based on the Option, restrictions on
withdrawal, and other factors. The interest rate will never be less than an
effective annual rate of 2.0%.

     In determining amounts to be paid under Options 3, 4,and 5, we assume
interest at an effective annual rate of 2%. Also, for Option 3 and "certain"
periods under Option 4, we credit any excess interest we may declare on funds
that we consider to be in the same classification based on the Option,
restrictions on withdrawal, and other factors.


INCONTESTABILITY
     After the Policy has been in force during the Insured's lifetime for two
years from the Policy's Issue Date, we cannot claim the Policy is void or refuse
to pay any proceeds unless the Policy has lapsed.

     If you make a Face Amount increase or a premium payment which requires
proof of insurability, the corresponding Death Benefit increase has its own
two-year contestable period measured from the effective date of the increase.

     If the Policy is reinstated, we measure the contestable period from the
date of reinstatement with respect to statements made on the application for
reinstatement.

MISSTATEMENT OF AGE AND SEX
     If the Insured's Age or sex or both are misstated (except where unisex
rates apply), the Death Benefit will be the amount that the most recent cost of
insurance would purchase using the current cost of insurance rate for the
correct Age and sex.

SUICIDE
     If the Insured commits suicide, whether sane or insane, within two years of
the Policy's Issue Date (one year in Colorado and North Dakota), we do not pay
the Death Benefit. Instead, we refund all premiums paid for the Policy and any
attached riders, minus any Loan Amounts and partial withdrawals.

     If you make a Face Amount increase or a premium payment which requires
proof of insurability, the corresponding Death Benefit increase has its own
two-year suicide limitation for the proceeds associated with that increase. If
the Insured commits suicide, whether sane or insane, within two years of the
effective date of the increase, we pay the Death Benefit prior to the increase
and refund the cost of insurance for that increase.

TERMINATION
     The Policy terminates when any of the following occurs:

     *    The Policy lapses. See "Policy Lapse and Reinstatement".
     *    The Insured dies.
     *    You surrender the Policy for its Cash Surrender Value.
     *    We amend the Policy according to the amendment provision described
          below and you do not accept the amendment.

AMENDMENT
     We reserve the right to amend the Policy in order to include any future
changes relating to the following:

     *    Any SEC rulings and regulations.
     *    The Policy's qualification for treatment as a life insurance policy
          under the following:
          -- The Internal Revenue Code of 1986, as amended.
          -- Internal Revenue Service rulings and regulations.
          -- Any requirements imposed by the Internal Revenue Service.

REPORTS

     ANNUAL STATEMENT. We will send you an Annual Statement once each year,
showing the Face Amount, Death Benefit, Accumulation Value, Cash Surrender
Value, Loan Amount, premiums paid, Planned Periodic Premiums, interest credits,
partial withdrawals, transfers, and charges since the last statement.


                                       39




     Additional statements are available upon request. We may make a charge not
to exceed $50 for each additional Annual Statement you request.


     PROJECTION REPORT. Upon request, we will provide you a report projecting
future results based on the Death Benefit Option you specify, the Planned
Periodic Premiums you specify, and the Accumulation Value of your Policy at the
end of the prior Policy Year. We may make a charge not to exceed $50 for each
Projection Report you request after the first report and after the first report
in a Policy Year.


     OTHER REPORTS. The Company will mail to you at your last known address of
record at least annually a report containing such information as may be required
by any applicable law. To reduce expenses, only one copy of most financial
reports and prospectuses will be mailed to your household, even if you or other
persons in your household have more than one Policy. Call 1-800-621-3750 if you
need copies of financial reports, prospectuses, or historical account
information.

DIVIDENDS
     The Policy does not entitle you to participate in our surplus. We do not
pay you dividends under the Policy.

     The Sub-Account receives any dividends paid by the related Fund. Any such
dividend is credited to you through the calculation of the Sub-Account's daily
Unit Value.

COLLATERAL ASSIGNMENT
     You may assign the benefits of the Policy as collateral for a debt. This
limits your rights to the Cash Surrender Value and the beneficiary's rights to
the proceeds. An assignment is not binding on us until we receive written
notice.

OPTIONAL INSURANCE BENEFITS
     The Policy can include additional benefits, in the form of riders to the
Policy, if our requirements for issuing such benefits are met. We currently
offer the following benefit riders, although some riders may not be available in
some states.

     ACCELERATED BENEFIT RIDER. Under certain circumstances a part of the Death
Benefit may be paid to you when the Insured has been diagnosed as having a
terminal illness. See "Accelerated Benefit Rider".

     ACCIDENTAL DEATH BENEFIT RIDER. Provides an additional benefit if the
Insured dies from an accidental injury.

     ADDITIONAL INSURED RIDER. Provides level term coverage to age 100 on a
family member of the Insured.

     WAIVER OF MONTHLY DEDUCTION RIDER. The Monthly Deduction for the Policy is
waived while the Insured is totally disabled under the terms of the rider.

     CHILDREN'S INSURANCE RIDER. Provides up to $10,000 of term life insurance
on the life of each of the Insured's children, up to age 25.

     COST OF LIVING INCREASE RIDER. Provides optional increases in Face Amount
on the life of the Insured every two years based on the cost of living without
evidence of insurability.

     DEATH BENEFIT GUARANTEE RIDER. Provides a death benefit guarantee to Age
100 for payment of the guideline annual premium each year or on a cumulative
basis.

     TERM INSURANCE RIDER. Provides level term insurance on the Insured if
death occurs prior to the Insured's Age 100.


     The current cost of insurance rates for the rider are different than for
the base Policy. In addition, the base Policy's Monthly Amount Charges per
$1,000 and Surrender Charge do not apply to coverage under the rider. However,
the Term Insurance Rider will cause the Death Benefit Guarantee Period of the
base Policy to be shortened.

     By Company practice, after the tenth Policy Year if the base Death Benefit
is equal to the Accumulation Value multiplied by the corridor percentage (see
"Death Benefit"), you may ask us to replace the Term Insurance Rider amount with
base coverage without providing evidence of insurability. We must replace the
entire rider amount if any amount is replaced. Neither Surrender Charges nor



                                       40





Monthly Amount Charges will apply to the new additional base coverage. Cost of
insurance rates on this new additional base coverage will be equal to the cost
of insurance rates for the base coverage.

     There may be times in which it will be to your economic advantage to
include a significant portion of your insurance coverage under a term rider. In
some other circumstances, it may be in your interest to obtain a Policy without
term rider coverage. These circumstances depend on many factors, including the
premium levels and amount and duration of coverage you choose, as well as the
age, sex, and rate class of the Insured.


     WAIVER OF SPECIFIED PREMIUM RIDER. Contributes a specified amount of
premium to the Policy each month while the Insured is totally disabled under the
terms of the rider. This rider may not be available in all states. Ask your
registered representative about the availability of this rider in your state.


FEDERAL TAX MATTERS

INTRODUCTION
     The following summary provides a general description of the Federal income
tax considerations associated with the Policy and does not purport to be
complete or to cover all tax situations. This discussion is not intended as tax
advice. Counsel or other competent tax advisors should be consulted for more
complete information. This discussion is based upon the Company's understanding
of the present Federal income tax laws. No representation is made as to the
likelihood of continuation of the present Federal income tax laws or as to how
they may be interpreted by the Internal Revenue Service (the "IRS").

     Any qualified plan contemplating the purchase of a life policy should
consult a tax advisor.

TAX STATUS OF THE POLICY
     In order to qualify as a life insurance contract for Federal income tax
purposes and to receive the tax treatment normally accorded life insurance
contracts under Federal tax law, a Policy must satisfy certain requirements
which are set forth in the Internal Revenue Code. Guidance as to how these
requirements are to be applied is limited. Nevertheless, the Company believes
that a Policy issued on the basis of a standard risk class should satisfy the
applicable requirements. There is less guidance with respect to Policies issued
on a substandard basis (i.e., a premium class involving higher than standard
mortality risk), and it is not clear whether such a Policy would satisfy the
applicable requirements, particularly if the owner pays the full amount of
premiums permitted under the Policy. If it is subsequently determined that a
Policy does not satisfy the applicable requirements, the Company may take
appropriate steps to bring the Policy into compliance with such requirements and
reserves the right to restrict Policy transactions in order to do so.

     In certain circumstances, owners of variable life insurance contracts have
been considered for Federal income tax purposes to be the owners of the assets
of the variable account supporting their policies due to their ability to
exercise investment control over these assets. Where this is the case, the
policy owners have been currently taxed on income and gains attributable to the
variable account assets. There is little guidance in this area, and some
features of the Policies, such as the flexibility of an owner to allocate
premium payments and Policy Accumulation Values, have not been explicitly
addressed in published rulings. While the Company believes that the Policies do
not give owners investment control over Variable Account assets, the Company
reserves the right to modify the Policies as necessary to prevent an owner from
being treated as the owner of the Variable Account assets supporting the Policy.

     In addition, the Code requires that the investments of the Variable Account
be "adequately diversified" in order for the Policies to be treated as life
insurance contracts for Federal income tax purposes. It is intended that the
Variable Account, through the Funds, will satisfy these diversification
requirements.

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

TAX TREATMENT OF POLICY BENEFITS
     IN GENERAL. The Company believes that the Death Benefit under a Policy
should be excludible from the gross income of the Beneficiary. Federal, state
and local transfer, and other tax consequences of


                                       41




ownership or receipt of Policy proceeds depend on the circumstances of each
owner or beneficiary. A tax advisor should be consulted on these consequences.

     Generally, the owner will not be deemed to be in constructive receipt of
the Policy Accumulation Value until there is a distribution. When distributions
from a Policy occur, including payments arising from any maturity benefits, or
when loans are taken out from or secured by (e.g., by assignment), a Policy, the
tax consequences depend on whether the Policy is classified as a "Modified
Endowment Contract."

     MODIFIED ENDOWMENT CONTRACTS. Under the Internal Revenue Code, certain life
insurance contracts are classified as "Modified Endowment Contracts," with less
favorable tax treatment than other life insurance contracts. Due to the
flexibility of the Policies as to premiums and benefits, the individual
circumstances of each Policy will determine whether it is classified as a
Modified Endowment Contract. The rules are too complex to be summarized here,
but generally depend on the amount of premiums paid during the first seven
Policy Years. Certain changes in a Policy after it is issued could also cause it
to be classified as a Modified Endowment Contract. A current or prospective
owner should consult with a competent advisor to determine whether a Policy
transaction will cause the Policy to be classified as a Modified Endowment
Contract. The Company will monitor the Policies, however, and will attempt to
notify an owner on a timely basis if it believes that such owner's Policy is in
jeopardy of becoming a Modified Endowment Contract.

     DISTRIBUTIONS FROM MODIFIED ENDOWMENT CONTRACTS. POLICIES CLASSIFIED AS
MODIFIED ENDOWMENT CONTRACTS ARE SUBJECT TO THE FOLLOWING TAX RULES:

     (1)  All distributions, including distributions upon surrender and
          withdrawals, will be treated as ordinary income subject to tax up to
          an amount equal to the excess (if any) of the unloaned Policy
          Accumulation Value (Cash Surrender Value for surrenders) immediately
          before the distribution plus prior distributions over the owner's
          total investment in the Policy at that time. "Total investment in the
          Policy" means the aggregate amount of any premiums or other
          considerations paid for a Policy, plus any previously taxed
          distributions, minus any credited dividends.

     (2)  Loans taken from or secured by (e.g., by assignment), such a Policy
          are treated as distributions and taxed accordingly.

     (3)  A 10 percent additional income tax is imposed on the amount included
          in income except where distribution or loan is made when the owner has
          attained age 591/2 or is disabled, or where the distribution is part
          of a series of substantially equal periodic payments for the life (or
          life expectancy) of the owner or the joint lives (or joint life
          expectancies) of the owner and the owner's beneficiary or designated
          beneficiary.

     DISTRIBUTIONS FROM POLICIES THAT ARE NOT MODIFIED ENDOWMENT CONTRACTS.
Distributions from a Policy that is not a Modified Endowment Contract are
generally treated first as a recovery of an owner's investment in the Policy and
only after the recovery of all investment in the Policy as taxable income.
However, certain distributions which must be made in order to enable the Policy
to continue to qualify as a life insurance contract for Federal income tax
purposes if Policy benefits are reduced during the first 15 Policy Years may be
treated in whole or in part as ordinary income subject to tax.

     Loans from or secured by a Policy that is not a Modified Endowment Contract
are not treated as distributions.

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

     POLICY LOANS. In general, interest on a loan from a Policy will not be
deductible. Before taking out a Policy loan, you should consult a tax advisor
as to the tax consequences.

     MULTIPLE POLICIES. All Modified Endowment Contracts that we (or our
affiliates) issue to the same owner during any calendar year are treated as one
Modified Endowment Contract for purposes of determining the amount includible in
the owner's income when a taxable distribution occurs.

TAXATION OF RELIASTAR LIFE INSURANCE COMPANY
     We do not initially expect to incur any income tax burden upon the earnings
or the realized capital gains attributable to the Variable Account. Based on
this expectation, we currently make no charge to


                                       42




the Variable Account for Federal income taxes which may be attributable to the
Account. If, however, we determine that we may incur such tax burden, we may
assess a charge for such burden from the Variable Account.

     We may also incur state and local taxes, in addition to premium taxes, in
several states. At present these taxes are not significant. If there is a
material change in state or local tax laws, we may make charges for such taxes,
if any, attributable to the Variable Account.

POSSIBLE CHANGES IN TAXATION
     Although the likelihood of legislative changes is uncertain, there is
always the possibility that the tax treatment of the Policy could change by
legislation or other means. Moreover, it is also possible that any change could
be retroactive (that is, effective prior to the date of the change). You should
consult a tax adviser with respect to legislative developments and their effect
on the Policy.

OTHER CONSIDERATIONS
     The foregoing discussion is general and is not intended as tax advice. Any
person concerned about these tax implications should consult a competent tax
adviser. This discussion is based on our understanding of the present Federal
income tax laws as they are currently interpreted by the Internal Revenue
Service. We make no representations as to the likelihood of continuation of
these current laws and interpretations. In addition, the foregoing discussion is
not exhaustive and special rules not described in this Prospectus may be
applicable in certain situations. Moreover, we have made no attempt to consider
any applicable state or other tax laws.



LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS

     The Policy is based on actuarial tables which distinguish between men and
women and therefore provide different benefits to men and women of the same Age.
Employers and employee organizations should consider, in consultation with legal
counsel, the impact of the Supreme Court decision of July 6, 1983 in ARIZONA
GOVERNING COMMITTEE V. NORRIS. That decision stated that optional annuity
benefits provided under an employee's deferred compensation plan could not,
under Title VII of the Civil Rights Act of 1964, vary between men and women on
the basis of sex. Employers and employee organizations should also consider, in
consultation with legal counsel, the impact of Title VII generally, and
comparable state laws that may be applicable, on any employment-related
insurance or benefit plan for which a Policy may be purchased.

     Because of the NORRIS decision, the charges under the Policy that vary
depending on sex may in some cases not vary on the basis of the Insured's sex.
Unisex rates to be provided by us will apply, if requested on the application,
for tax-qualified plans and those plans where an employer believes that the
NORRIS decision applies. In this case, references made to the mortality tables
applicable to this Policy are to be disregarded and substituted with an 80% male
20% female blend of the 1980 Commissioner's Standard Ordinary Smoker and
Non-Smoker Mortality Tables, Age Last Birthday.

PREPARING FOR YEAR 2000

     Like all financial services providers, the Company utilizes systems that
may be affected by Year 2000 transition issues and it relies on service
providers, including the Funds, that also may be affected. The Company has
developed, and is in the process of implementing, a Year 2000 transition plan,
and is confirming that its service providers are also so engaged. The resources
that are being devoted to this effort are substantial. It is difficult to
predict with precision whether the amount of resources ultimately devoted, or
the outcome of these efforts, will have any negative impact on the Company.
However, as of the date of this prospectus, it is not anticipated that Policy
owners will experience negative effects on their investment, or on the services
provided in connection therewith, as a result of Year 2000 transition
implementation. The Company currently anticipates that its systems will be Year
2000 compliant on or about January 1, 1999, but there can be no assurance that
the Company will be successful, or that interaction with other service providers
will not impair the Company's services at that time.



DISTRIBUTION OF THE POLICIES

     We intend to sell the Policies in all jurisdictions where we are licensed.

     The Policies will be distributed by the general distributor, Washington
Square Securities, Inc., (WSSI), a Minnesota corporation, which is an affiliate
of ours. WSSI is a securities broker-dealer



                                       43





registered with the SEC and is a member of the National Association of
Securities Dealers, Inc. It is primarily a mutual funds dealer and has dealer
agreements under which it markets shares of many mutual funds. It also markets
limited partnerships and other tax-sheltered or tax-deferred investments, and
acts as general distributor (principal underwriter) for variable annuity
products issued by us. The Policies may also be sold through other
broker-dealers authorized by WSSI and applicable law to do so. Registered
representatives of such broker-dealers may be paid on a different basis than
described below.

     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. Registered representatives who sell the Policies will
receive commissions based on a commission schedule. In the first Policy Year,
commissions generally will be no more than 50% of the premiums paid up to the
annualized Minimum Monthly Premium, plus 2% of additional premiums. In any
subsequent Policy Year, commissions generally will be 2% of premiums paid in
that year. Corresponding commissions will be paid upon a requested increase in
Face Amount. In addition, a commission of .25% of the average monthly
Accumulation Value excluding any Loan Amount during each Policy Year may be
paid. Further, registered representatives may be eligible to receive certain
overrides and other benefits based on the amount of earned commissions.



MANAGEMENT

     The following list the current directors and executive officers of the
Company, their principal occupation and business experience.

                       TERM                 PRINCIPAL OCCUPATION
DIRECTORS            EXPIRES               AND BUSINESS EXPERIENCE
- ---------            -------  --------------------------------------------------

Richard R. Crowl      1999    Senior Vice President, General Counsel and
                              Secretary of ReliaStar Financial Corp. since 1996;
                              Senior Vice President and General Counsel of
                              ReliaStar Life Insurance Company, Northern Life
                              Insurance Company, ReliaStar Life Insurance
                              Company of New York and ReliaStar United Services
                              Life Insurance Company since 1996; Senior Vice
                              President and General Counsel of Washington Square
                              Advisers, Inc. since 1986; Vice President and
                              Associate General Counsel of ReliaStar Financial
                              Corp. from 1989 to 1996; Vice President and
                              Associate General Counsel of ReliaStar Life
                              Insurance Company from 1985 to 1996; Director and
                              Senior Vice President of various subsidiaries of
                              ReliaStar Financial Corp.

Michael J. Dubes      1999    President and Chief Executive Officer of Northern
                              Life Insurance Company since 1994; Senior Vice
                              President, Individual Insurance of ReliaStar Life
                              Insurance Company from 1987 to 1994; Chairman of
                              Washington Square Securities, Inc. from 1987 to
                              1994; Director and Officer of various subsidiaries
                              of ReliaStar Financial Corp.


                                       44




                       TERM                 PRINCIPAL OCCUPATION
DIRECTORS            EXPIRES               AND BUSINESS EXPERIENCE
- ---------            -------  --------------------------------------------------

John H. Flittie       1999    Vice Chairman, President and Chief Operating
                              Officer of ReliaStar Life Insurance Company since
                              1996; President, Chief Operating Officer, and
                              Director of ReliaStar Financial Corp. and
                              ReliaStar Life Insurance Company since 1993; Vice
                              Chairman of ReliaStar Life Insurance Company of
                              New York since 1995; Chief Executive Officer and
                              President of ReliaStar Life Insurance Company of
                              New York from 1996 to 1998; Chairman and Director
                              of Washington Square Securities, Inc. since 1996;
                              Chairman and Director of PrimeVest Financial
                              Services since 1996; Vice Chairman and President
                              of ReliaStar United Services Life Insurance
                              Company and ReliaStar Life Insurance Company of
                              New York since 1995; Senior Executive Vice
                              President and Chief Operating Officer of ReliaStar
                              Financial Corp. and ReliaStar Life Insurance
                              Company from 1992 to 1993; Senior Executive Vice
                              President and Chief Operating Officer of ReliaStar
                              Financial Corp. from 1991 to 1992; Executive Vice
                              President and Chief Financial Officer of ReliaStar
                              Financial Corp. and ReliaStar Life Insurance
                              Company from 1989 to 1991; Senior Vice President
                              and Chief Financial Officer of ReliaStar Financial
                              Corp. since 1985; Director of Community First
                              BankShares, Inc. and Director and Officer of
                              various subsidiaries of ReliaStar Financial Corp.

Wayne R. Huneke       1999    Senior Vice President of ReliaStar Financial Corp.
                              and ReliaStar Life Insurance Company since 1994;
                              Chief Financial Officer and Treasurer of ReliaStar
                              Financial Corp. and ReliaStar Life Insurance
                              Company from 1994 to 1998; Vice President,
                              Treasurer and Chief Accounting Officer from 1990
                              to 1994; Director and Officer of various
                              subsidiaries of ReliaStar Financial Corp.

Mark S. Jordahl       1999    Senior Vice President and Chief Investment Officer
                              of ReliaStar Life Insurance Company and ReliaStar
                              Financial Corp. since 1998; Vice President of
                              ReliaStar Life Insurance Company and ReliaStar
                              Financial Corp. from 1987 to 1998; Director and
                              Officer of various subsidiaries of ReliaStar
                              Financial Corp.

Kenneth U. Kuk        1999    Senior Vice President of ReliaStar Financial Corp.
                              and ReliaStar Life Insurance Company since 1996;
                              Vice President, Strategic Marketing of ReliaStar
                              Financial Corp. and ReliaStar Life Insurance
                              Company since 1996; Vice President of Investments
                              of ReliaStar Financial Corp. from 1991 to 1996;
                              President of Washington Square Advisers, Inc.
                              since 1995; Chairman of ReliaStar Mortgage
                              Corporation since 1988; Director and Officer of
                              various subsidiaries of ReliaStar Financial Corp.

Susan W. A. Mead      1999    Vice President, Strategic Marketing and Planning
                              of ReliaStar Financial Corp. since 1998; Vice
                              President, Corporate Communications and Community
                              Relations of ReliaStar Financial Corp. from 1996
                              to 1998; President, ReliaStar Printing &
                              Fulfillment Services of ReliaStar Financial Corp.
                              since 1996; Second Vice President, Corporate
                              Communications and Community Relations of
                              ReliaStar Financial Corp. from 1992 to 1996;
                              Director and Officer of various subsidiaries of
                              ReliaStar Financial Corp.

William R. Merriam    1999    Senior Vice President, Life & Health Reinsurance
                              of ReliaStar Life Insurance Company since 1991;
                              Vice President from 1984 to 1991.

James R. Miller       1999    Senior Vice President, Chief Financial Officer and
                              Treasurer of ReliaStar Financial Corp. since 1997;
                              Vice President, Corporate Development of ReliaStar
                              Financial Corp. from 1985 to 1992; Executive Vice
                              President and Chief Operating Officer of Northern
                              Life Insurance Company from 1992 to 1997.


                                       45




                       TERM                 PRINCIPAL OCCUPATION
DIRECTORS            EXPIRES               AND BUSINESS EXPERIENCE
- ---------            -------  --------------------------------------------------

Robert C. Salipante   1999    Senior Vice President, Personal Financial
                              Services, of ReliaStar Financial Corp. and
                              ReliaStar Life Insurance Company since 1996;
                              President and Chief Executive Officer of ReliaStar
                              Life Insurance Company of New York since 1998;
                              Executive Vice President of ReliaStar Life
                              Insurance Company of New York from 1996 to 1998;
                              Senior Vice President, of Individual Division and
                              Technology of ReliaStar Life Insurance Company in
                              1996; Senior Vice President of Strategic Marketing
                              and Technology of ReliaStar Financial Corp. and
                              ReliaStar Life Insurance Company from 1994 to
                              1996; Senior Vice President and Chief Financial
                              Officer of ReliaStar Financial Corp. and ReliaStar
                              Life Insurance Company from 1992 to 1994;
                              Executive Vice President of Ameritrust Corporation
                              from 1988 to 1992.

John G. Turner        1999    Chairman and Chief Executive Officer of ReliaStar
                              Financial Corp. and ReliaStar Life Insurance
                              Company since 1993; Chairman of ReliaStar United
                              Services Life Insurance Company and ReliaStar Life
                              Insurance Company of New York since 1995; Chairman
                              of Northern Life Insurance Company since 1992;
                              Chairman, President and Chief Executive Officer of
                              ReliaStar Financial Corp. and ReliaStar Life
                              Insurance Company in 1993; President and Chief
                              Executive Officer of ReliaStar Financial Corp. and
                              ReliaStar Life Insurance Company from 1991 to
                              1993; President and Chief Operating Officer of
                              ReliaStar Financial Corp. from 1989 to 1991;
                              President and Chief Operating Officer of ReliaStar
                              Life Insurance Company from 1986 to 1991; Director
                              and Officer of various subsidiaries of ReliaStar
                              Financial Corp.

     The Executive Committee and Finance Committee of our Board of Directors
consists of Directors Flittie, Huneke, Salipante, Crowl and Turner.

EXECUTIVE OFFICERS

John G. Turner        Chairman and Chief Executive Officer
John H. Flittie       Vice Chairman, President and Chief Operating Officer
Richard R. Crowl      Senior Vice President and General Counsel
Wayne R. Huneke       Senior Vice President
Mark S. Jordahl       Senior Vice President and Chief Investment Officer
Kenneth U. Kuk        Senior Vice President
William R. Merriam    Senior Vice President
James R. Miller       Senior Vice President, Chief Financial Officer and
                       Treasurer
Robert C. Salipante   Senior Vice President

     All of the foregoing executive officers have been officers or employees of
ours for the past five years, except for James R. Miller, who has been an
employee of ours since 1997. However, Mr. Miller has been employed by an
affiliate of ours since 1991.


STATE REGULATION

     We are subject to the laws of the State of Minnesota governing insurance
companies and to regulation and supervision by the Insurance Division of the
State of Minnesota. We file an annual statement in a prescribed form with the
Insurance Division each year, and in each state we do business, covering our
operations for the preceding year and our financial condition as of the end of
that year. Our books and accounts are subject to review by the Insurance
Division and a full examination of our operations is conducted periodically
(usually every three years) by the National Association of Insurance
Commissioners. This regulation does not, however, involve supervision or
management of our investment practices or policies.

     In addition, we are subject to regulation under the insurance laws of other
jurisdictions in which we operate.


                                       46




     We are also subject to supervision and verification by the State of
Minnesota regarding participating business allocated to the Participation Fund
Account, which was established in connection with the reorganization and
demutualization of the Company in 1989. The Participation Fund Account was
established for the purpose of maintaining the dividend practices relative to
certain policies previously issued by the Company's former Mutual Department.
The Participation Fund Account is not a separate account as described under
Minnesota Statutes Chapter 61A. An annual examination of the Participation Fund
Account is made by independent consulting actuaries representing the Insurance
Division of the State of Minnesota.


MONTANA RESIDENTS

     If you are a resident of Montana, you should disregard all Policy
provisions described in the prospectus that are based on the sex of the Insured.
We will issue this Policy in Montana on a unisex basis. You also should
disregard references made to the mortality tables applicable to this Policy and
substitute these references with an 80% male 20% female blend of the 1980
Commissioner's Standard Ordinary Smoker and Non-Smoker Mortality Tables, Age
Last Birthday.


LEGAL PROCEEDINGS

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


BONDING ARRANGEMENTS

     An insurance company blanket bond is maintained providing $25,000,000
coverage for our officers and employees and those of Washington Square
Securities, Inc., (WSSI), subject to a $500,000 deductible.


LEGAL MATTERS

     Legal matters in connection with the Variable Account and the Policy
described in this Prospectus have been passed upon by Stewart D. Gregg,
Esquire, Attorney for the Company.


EXPERTS

     The financial statements of ReliaStar's SELECT*Life Variable Account as of
December 31, 1998 and for each of the three years then ended and the annual
consolidated financial statements of ReliaStar Life Insurance Company and
subsidiaries included in this Prospectus have been audited by                  ,
independent auditors, as stated in their reports which are included herein, and
have been so included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

     Actuarial matters included in this Prospectus have been examined by Craig
A. Krogstad, F.S.A., M.A.A.A., as stated in the opinion filed as an exhibit to
the Registration Statement.


REGISTRATION STATEMENT CONTAINS FURTHER INFORMATION

     A Registration Statement has been filed with the SEC under the Securities
Act of 1933 with respect to the Policies. This Prospectus does not contain all
information included in the Registration Statement, its amendments and exhibits.
For further information concerning the Variable Account, the Funds, the Policies
and us, please refer to the Registration Statement.

     Statements in this Prospectus concerning provisions of the Policy and other
legal documents are summaries. Please refer to the documents as filed with the
SEC for a complete statement of the provisions of those documents.

     Information may be obtained from the SEC's principal office in Washington,
D.C., for a fee it prescribes, or examined there without charge.


                                       47




FINANCIAL STATEMENTS

     The financial statements for the Variable Account reflect the operations of
the Variable Account and its Sub-Accounts as of December 31, 1998 and for each
of the three years in the period then ended. The financial statements are
audited. The periods covered are not necessarily indicative of the longer term
performance of the assets held in the Variable Account.

     The financial statements of ReliaStar Life Insurance Company and
subsidiaries which are included in this Prospectus should be distinguished from
the financial statements of the Variable Account and should be considered only
as bearing upon the ability of ReliaStar Life Insurance Company to meet its
obligations under the Policies. They should not be considered as bearing on the
investment performance of the assets held in the Variable Account. These
financial statements are as of December 31, 1998 and for each of the two years
in the period ended December 31, 1998. The financial statements are audited. The
periods covered are not necessarily indicative of the longer term performance of
the Company.


                                       48




                                   APPENDIX A


THE FUNDS

     This Appendix provides certain background information about the Funds. The
information in this Appendix generally has been extracted from and summarizes
information contained in the prospectuses for the Funds. Part I of this Appendix
outlines the investment objectives and strategies of each Fund. Part II outlines
the characteristics of and certain risks associated with securities that may be
invested in by one or more of the Funds. Part III contains performance
information for each Sub-Account, adjusted to reflect certain Policy level
expenses. The information contained in this Appendix is summary information and
is qualified in its entirety by the information contained in the prospectuses
for the Funds. FOR MORE COMPLETE INFORMATION ABOUT THE FUNDS AND THE TYPES OF
SECURITIES INVESTED IN BY THE FUNDS, YOU SHOULD READ THE APPLICABLE FUND
PROSPECTUS. TO OBTAIN FUND PROSPECTUSES, CALL THE COMPANY AT 1 (800) 621-3750.


PART I. FUND DESCRIPTIONS

THE ALGER AMERICAN FUND:

     ALGER AMERICAN GROWTH PORTFOLIO has the investment objective of long-term
capital appreciation. Except during temporary defensive periods, the Portfolio
invests at least 65% of its total assets in equity securities of companies that,
at the time of purchase of the securities, have total market capitalization of
$1 billion or greater. The Portfolio may invest up to 35% of its total assets in
equity securities companies that, at the time of purchase, have total market
capitalization of less than $1 billion.

     ALGER AMERICAN MIDCAP GROWTH PORTFOLIO has the investment objective of
long-term capital appreciation. Except during temporary defensive periods, the
Portfolio invests at least 65% of its total assets in equity securities of
companies that, at the time of purchase of the securities, have total market
capitalization within the range of companies included in the S&P MidCap 400
Index. The Portfolio may invest up to 35% of its total assets in equity
securities of companies that, at the time of purchase, have total market
capitalization outside the range of companies included in the S&P MidCap 400
Index and in excess of that amount (up to 100% of its assets) during temporary
defensive periods.

     ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO has the investment objective
of long-term capital appreciation. Except during temporary defensive periods,
the Portfolio invests at least 65% of its total assets in equity securities of
companies that, at the time of purchase, have total market capitalization within
the range of companies included in the Russell 2000 Growth Index ("Russell
Index") or the S&P Small Cap 600 Index ("S&P Index"). Both indexes are broad
indexes of small capitalization stocks. The Portfolio may invest up to 35% of
its total assets in equity securities of companies that, at the time of
purchase, have total market capitalization outside of the combined range of
these indices, and in excess of that amount (up to 100% of its assets) during
temporary defensive periods.

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIP):

     EQUITY-INCOME PORTFOLIO seeks reasonable income by investing primarily in
income-producing equity securities. At least 65% of this Portfolio's total
assets are invested in these securities. The Portfolio has the flexibility,
however, to invest the balance in all types of domestic and foreign securities,
including bonds. In choosing its securities, the Portfolio will also consider
the potential for capital appreciation. The Portfolio's goal is to achieve a
yield which exceeds the composite yield on the securities comprising the
Standard & Poor's Composite Index of 500 Stocks.

     GROWTH PORTFOLIO seeks to achieve capital appreciation. The Portfolio
normally purchases common stocks, although its investments are not restricted to
any one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks. The Portfolio does not
place any emphasis on dividend income from its investments, except when the
adviser believes that this income will have a favorable influence on the market
value of the security. Growth may be measured by factors such as earnings and
sales.

     HIGH INCOME PORTFOLIO seeks high current income by investing primarily in
all types of income-producing debt securities, preferred stocks, and convertible
securities while also considering growth of capital. Typically, the Portfolio
invests in lower-rated fixed-income securities (sometimes referred to as "junk
bonds"). These securities are considered speculative and involve greater risk of
default or price


                                       A-1




changes due to changes in the issuer's creditworthiness, or they may already be
in default. Consult the VIP prospectus for further information on the risks
associated with the portfolio's investment in lower-rated fixed income
securities.

     MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as
is consistent with preserving capital and providing liquidity. The Portfolio
will invest only in high-quality U.S. dollar denominated money market
instruments of domestic and foreign issuers. An investment in the Portfolio is
not insured or guaranteed by the U.S. Government, and there can be no assurance
that the Portfolio will maintain a stable asset value per share of $1.00.

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIP II):

     CONTRAFUND PORTFOLIO seeks capital appreciation by investing in companies
believed to be under-valued. The Portfolio invests primarily in common stock and
securities convertible into common stock, but it has the flexibility to invest
in any type of security that may produce capital appreciation.

     INDEX 500 PORTFOLIO seeks to provide investment results that correspond to
the total return of common stocks publicly traded in the United States. In
seeking this objective, the Portfolio attempts to duplicate the composition and
total return of the Standard & Poor's Composite Index of 500 Stocks. However,
the Portfolio may not always hold all of the same securities as the S&P 500. The
adviser may exclude an index stock if doing so would help the Portfolio achieve
its objective. The Portfolio also may purchase short-term debt securities for
cash management purposes and may use various techniques, such as stock index
futures, to adjust its exposure to the S&P 500.

     INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current income as
is consistent with the preservation of capital by investing in a broad range of
investment-grade, fixed-income securities.

JANUS ASPEN SERIES:


     AGGRESSIVE GROWTH PORTFOLIO is a nondiversified fund that seeks long-term
growth of capital by investing primarily in common stocks. The Portfolio intends
to normally invest at least 50% of its equity assets in securities issued by
medium-sized companies. The Portfolio is not diversified which means that the
Portfolio has the ability to take larger positions in a smaller number of
issuers. Because the appreciation or depreciation of a single stock may have a
greater impact on the share price of the Portfolio the value of its shares can
fluctuate more than a diversified portfolio.


     GROWTH PORTFOLIO is a diversified fund that seeks long-term growth of
capital in a manner consistent with the preservation of capital by investing in
common stocks of issuers of any size. Generally, this Portfolio emphasizes
issuers with larger market capitalizations.

     INTERNATIONAL GROWTH PORTFOLIO is a diversified fund that seeks long-term
growth of capital by investing primarily in common stocks of foreign issuers of
any size. The Portfolio normally invests at least 65% of its total assets in
issuers from at least five different countries excluding the United States.

     WORLDWIDE GROWTH PORTFOLIO is a diversified fund that seeks long-term
growth of capital in a manner consistent with the preservation of capital by
investing primarily in common stocks of foreign and domestic issuers of any
size. Worldwide Growth Portfolio normally invests in issuers from at least five
different countries, including the United States.


NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("AMT"):

     AMT is a series investment company, and is a "feeder" fund in a
"master-feeder" structure. Each Portfolio of AMT currently invests all of its
net investible assets in a corresponding series of Advisers Managers Trust, the
"master" fund. The "master" fund has the same investment objective, policies,
and limitations as the Portfolio.

     LIMITED MATURITY BOND PORTFOLIO seeks to provide the highest current income
consistent with low risk to principal and liquidity; and secondarily, total
return. The Portfolio invests in a diversified portfolio of short- to
intermediate-term debt securities primarily consisting of U.S. Government and
Agency securities and investment grade debt securities issued by financial
institutions, corporations, and others. Securities in which the Portfolio may
invest include mortgage-backed and asset backed securities, repurchase
agreements with respect to U.S. Government and Agency securities, and foreign
investments. The Portfolio may also invest in fixed, variable or
inflation-indexed debt securities.



                                       A-2





     PARTNERS PORTFOLIO seeks capital growth through an investment approach that
is designed to increase capital with reasonable risk. The Portfolio invests
principally in common stocks of medium to large capitalization established
companies, using a value-oriented approach. Neuberger Berman Management looks
for securities believed to be undervalued based on strong fundamentals,
including a low price-to-earnings ratio, consistent cash flow, and the company's
track record through all parts of the market cycle. Up to 15% of the Portfolio's
net assets measured at the time of investment may be invested in corporate debt
securities that are below investment grade or in comparable unrated securities.
Securities rated below investment grade, as well as comparable unrated
securities, are often considered to be speculative and usually entail greater
risk.

     SOCIALLY RESPONSIVE PORTFOLIO is a diversified portfolio that seeks
long-term capital appreciation. The Portfolio invests in common stocks of medium
and large-cap companies using a value oriented investment approach. Companies in
which the Portfolio will invest must meet both financial and social screening
criteria.


NORTHSTAR GALAXY TRUST (NORTHSTAR):


     NORTHSTAR GALAXY TRUST EMERGING GROWTH PORTFOLIO is a diversified portfolio
with an investment objective of seeking long-term capital appreciation. This
Portfolio will seek to achieve its objective by investing primarily in small to
mid-sized companies that the portfolio manager feels have above average
prospects for growth.


     NORTHSTAR GALAXY TRUST GROWTH + VALUE PORTFOLIO is a diversified portfolio
with an investment objective of long-term growth of capital through investments
in equity securities of companies that are believed to provide above average
potential for capital appreciation.

     NORTHSTAR GALAXY TRUST HIGH YIELD BOND PORTFOLIO is a diversified portfolio
with an investment objective of seeking high income by investing predominantly
in high-yield, high-risk, lower-rated U.S. dollar denominated debt securities.
These securities are commonly known as "junk bonds." It is the Portfolio's
policy, while investing in income producing securities, also to maximize total
return from a combination of income and capital appreciation. Most of the
securities in which the Portfolio invests are rated, at the time of investment,
at least Caa by Moody's Investors Service, Inc. ("Moody's") or CCC by Standard &
Poor's ("S&P") or, if not rated, are of comparable quality in the opinion of the
investment adviser. The Portfolio may, however, invest up to 10% and hold up to
25% of its assets in securities in the lowest ratings categories of Moody's and
S&P, which are "C" in the case of Moody's and "D" in the case of S&P.


     NORTHSTAR GALAXY TRUST INTERNATIONAL VALUE PORTFOLIO is a diversified
portfolio with the objective of long-term capital appreciation. The Portfolio
invests primarily in equity securities of foreign companies with a market
capitalization of greater than $1 billion, but may hold up to 25% of its assets
in companies with smaller market capitalization. It generally invests at least
65% of its total assets in equities of issuers located in at least three
countries other than the U.S., including Western Europe, North and South
America, Australia, Asia and other nations.

     NORTHSTAR GALAXY TRUST MULTI-SECTOR BOND PORTFOLIO is a diversified
portfolio with an investment objective of maximizing current income. The
Portfolio will seek to achieve its objective by investment in the following
sectors of the fixed income securities markets: (a) securities issued or
guaranteed as to principal and interest by the U.S. Government, its agencies,
authorities or instrumentalities; (b) investment grade corporate debt
securities; (c) investment grade or comparable quality debt securities issued by
foreign corporate issuers, and securities issued by foreign governments and
their political subdivisions, limited to 35% of assets determined at the time of
investment; and (d) high yield-high risk fixed income securities of U.S. and
foreign issuers, limited to 50% of assets determined at the time of investment.


OCC ACCUMULATION TRUST:

     EQUITY PORTFOLIO seeks long-term capital appreciation through investment in
securities (primarily equity securities) of companies that are believed by the
Manager to be undervalued in the marketplace in relation to factors such as the
companies' assets or earnings. It is the manager's intention to invest in
securities of companies which in the Manager's opinion possess one or more of
the following characteristics: undervalued assets, valuable consumer or
commercial franchises, securities valuation below peer companies, substantial
and growing cash flow and/or a favorable price to book value


                                       A-3




relationship. The Portfolio will invest primarily in stocks listed on the New
York Stock Exchange. In addition, it may also purchase securities listed on
other domestic securities exchanges, securities traded in the domestic
over-the-counter market and foreign securities provided that they are listed on
a domestic or foreign securities exchange or represented by American depository
receipts listed on a domestic securities exchange or traded in domestic or
foreign over-the-counter markets.

     GLOBAL EQUITY PORTFOLIO seeks long-term capital appreciation through
pursuit of a global investment strategy primarily involving equity securities.
The Portfolio may invest anywhere in the world with no requirement that any
specific percentage of its assets be committed to any given country. Under
normal circumstances, at least 65% of the Portfolio's total assets will be
invested in equity securities in at least three different countries, one of
which may be the United States. Opportunities for capital appreciation may also
be presented by debt securities. The Portfolio may invest up to 35% of its total
assets in debt obligations with remaining maturities of one year or more of U.S.
or foreign corporate, governmental or bank issuers. It is the present intention
of the Portfolio, although not a fundamental policy, not to invest more than 5%
of its total assets in debt securities rated below investment-grade. Although
there is no minimum rating for this category of debt instruments, the Portfolio
does not intend to invest in bonds which are in default.

     MANAGED PORTFOLIO seeks to achieve growth of capital over time through
investment in a portfolio consisting of common stocks, bonds and cash
equivalents, the percentages of which will vary based on the Manager's
assessments of the relative outlook for such investments. In seeking to achieve
its investment objective, the types of equity securities in which the Portfolio
may invest are likely to be the same as those in which the Equity Portfolio
invests, although securities of the type in which the Small Cap Portfolio
invests may, to a lesser extent, be included. Debt securities are expected to be
predominately investment grade intermediate to long-term U.S. Government and
corporate debt, although the Portfolio will also invest in high quality
short-term money market and cash equivalent securities and may invest almost all
of its assets in such securities when the Manager deems it advisable in order to
preserve capital. In addition, the Portfolio may also purchase foreign
securities provided that they are listed on a domestic or foreign securities
exchange or are represented by American depository receipt listed on a domestic
securities exchange or traded in domestic or foreign over-the-counter markets.

     SMALL CAP PORTFOLIO seeks capital appreciation through investments in a
diversified portfolio consisting primarily of equity securities of companies
with market capitalizations of under $1 billion. The Portfolio may purchase
securities in initial public offerings, or shortly after such offerings have
been completed, when the Manager believes that such securities have
greater-than-average market appreciation potential. Under normal circumstances
at least 65% of the Portfolio's assets will be invested in equity securities.
The majority of securities purchased by the Portfolio will be traded on the New
York Stock Exchange, the American Stock Exchange or in the over-the-counter
market, and will also include options, warrants, bonds, notes and debentures
which are convertible into or exchangeable for, or which grant a right to
purchase or sell securities. In addition, the Portfolio may also purchase
foreign securities provided that they are listed on a domestic or foreign
securities exchange or are represented by American depository receipts listed on
a domestic securities exchange or traded in domestic or foreign over-the-counter
markets.


PUTNAM VARIABLE TRUST:


     PUTNAM VT GROWTH AND INCOME FUND seeks capital growth and current income by
investing primarily in common stocks that offer potential for capital growth,
current income, or both. The Fund may also purchase corporate bonds, notes and
debentures, preferred stocks, convertible securities or U.S. government
securities. The types of securities held by the Fund may vary from time to time
in light of the Fund's investment objectives, changes in interest rates, and
economic and other factors. The Fund is not diversified. This means that since
the Fund's assets are concentrated in the utilities industries, the value of its
shares can be expected to change in response to factors affecting those
industries.

     PUTNAM VT NEW OPPORTUNITIES FUND seeks long-term capital appreciation by
investing principally in common stocks of companies in sectors of the economy
which Putnam Management believes possess above-average long-term growth
potential.

     PUTNAM VT VOYAGER FUND seeks capital appreciation by investing primarily in
common stocks of companies that Putnam Management believes have potential for
capital appreciation that is significantly greater than that of market averages.


                                      A-4




PART II. FUND PORTFOLIO INVESTMENTS

     Consistent with their investment objectives, the Funds may purchase various
types of financial instruments. The following are descriptions of certain types
of securities that may be purchased by the Funds and certain trading practices
which may be engaged in by the Funds. For a more complete description of Fund
investments and investment practices, you should consult the prospectuses for
the Funds. TO OBTAIN A FUND PROSPECTUS, CONTACT 1 (800) 621-3750.

     DEBT SECURITIES: Certain of the Funds may invest in debt securities. Debt
securities such as bonds are used by issuers to borrow money from investors. The
issuer generally pays the investor a fixed, variable, or floating rate of
interest, and must repay the amount borrowed at maturity. Some debt securities,
such as zero coupon bonds, do not pay current interest, but are sold at a
discount from their face values.


     Debt securities have varying levels of sensitivity to changes in interest
rates and varying degrees of credit quality. In general, bond prices rise when
interest rates fall, and fall when interest rates rise. Longer-term bonds and
zero coupon bonds are generally more sensitive to interest rate changes.

     JUNK BONDS: Lower-quality debt securities (sometimes called "junk bonds")
are considered to have speculative characteristics and involve greater risk of
default or price changes due to changes in the issuer's creditworthiness, or
they may already be in default. The market prices of these securities may
fluctuate more than higher-quality securities and may decline significantly in
periods of general or regional economic difficulty. Lower-quality securities may
be thinly traded, making them difficult to sell promptly at an acceptable price.
Adverse publicity and changing investor perceptions may affect the ability to
obtain prices for or to sell these securities.


     The default rate of lower-quality debt securities is likely to be higher
when issuers have difficulty meeting projected goals or obtaining additional
financing. This could occur during economic recessions or periods of high
interest rates.

     FOREIGN SECURITIES: Certain of the Funds may invest in foreign securities.
Investing in foreign securities involves special risks. These include currency
fluctuations, political or economic instability in the country of issue and the
possible imposition of exchange controls or other laws or restrictions. In
addition, securities prices in foreign markets are generally subject to
different economic, financial, political and social factors than are the prices
of securities in U.S. markets. With respect to some foreign countries there may
be the possibility of expropriation or confiscatory taxation, limitations on
liquidity of securities or political or economic developments which could affect
the foreign investment.

     Further, securities of foreign issuers generally will not be registered
with the SEC, and such issuers will generally not be subject to the SEC's
reporting requirements. Accordingly, there is likely to be less publicly
available information concerning certain of the foreign issuers of securities
than is available concerning U.S. companies. Foreign companies are also
generally not subject to uniform accounting, auditing and financial reporting
standards or to practices and requirements comparable to these applicable to
U.S. companies. There may also be less government supervision and regulation of
foreign broker-dealers, financial institutions and listed companies than exists
in the U.S. These factors could make foreign investments, especially those in
developing countries, more volatile.

     EMERGING SECURITIES MARKETS: Certain of the Funds may invest in emerging
securities markets. Investing in emerging securities markets involves risks
which are in addition to the usual risks inherent in foreign investments. Some
emerging markets countries may have fixed or managed currencies that are not
free-floating against the U.S. dollar. Further, certain currencies may not be
traded internationally. Certain of these currencies have experienced a steady
devaluation relative to the U.S. dollar. Devaluations in the currencies in which
portfolio securities are denominated may have a detrimental impact.

     Some countries with emerging securities markets have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some countries may differ
favorably or unfavorably from the U.S. economy in such respects as rate of
growth of gross domestic product, the rate of inflation, capital reinvestment,
resource self-sufficiency, number and depth of industries forming the economy's
base, governmental controls and investment restrictions that are subject to
political change and balance of


                                       A-5




payments position. Further, there may be greater difficulties or restrictions
with respect to investments made in emerging markets countries.

     Emerging securities markets typically have substantially less volume than
U.S. markets, and securities in many of such markets are less liquid, and their
prices often are more volatile than securities of comparable U.S. companies.
Such markets often have different clearance and settlement procedures for
securities transactions, and in some markets there have been times when
settlements have been unable to keep pace with the volume of transactions,
making it difficult to conduct transactions. Delays in settlement could result
in temporary periods when assets may be uninvested. Settlement problems in
emerging markets countries also could result in missed investment opportunities.
Satisfactory custodial services may not be available in some emerging markets
countries, which may result in additional costs and delays in the transportation
and custody of such securities.

     FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS: Certain of the Funds may
enter into futures contracts on securities, financial indices and foreign
currencies and options on such contracts ("futures contracts") and may invest in
options on securities, financial indices and foreign currencies ("options"),
forward contracts and interest rate swaps and swap-related products
(collectively "derivative instruments").

     The use of derivative instruments exposes the Funds to additional
investment risks and transactions costs. Risks inherent in the use of derivative
instruments include:

     *    the risk that interest rates, securities prices and currency markets
          will not move in the direction that a portfolio manager anticipates;

     *    imperfect correlation between the price of derivative instruments and
          movements in the prices of the securities, interest rates or
          currencies being hedged;

     *    the fact that skills needed to use these strategies are different from
          those needed to select portfolio securities;

     *    inability to close out certain hedged positions to avoid adverse tax
          consequences;

     *    the possible absence of a liquid secondary market for any particular
          instrument and possible exchange-imposed price fluctuation limits,
          either of which may make it difficult or impossible to close out a
          position when desired;

     *    leverage risk, that is, the risk that adverse price movements in an
          instrument can result in a loss substantially greater than the initial
          investment in that instrument (in some cases, the potential loss is
          unlimited); and

     *    particularly in the case of privately negotiated instruments, the risk
          that the counterparty will fail to perform its obligations, which
          could leave a Fund worse off than if it had not entered into the
          position.

     When a Fund invests in a derivative instrument, it may be required to
segregate cash and other liquid assets or certain portfolio securities with its
custodian to "cover" the Fund's position. Segregating assets could diminish the
Fund's return due to the opportunity losses of foregoing other potential
investments with the segregated assets.

     ILLIQUID SECURITIES: From time to time, certain of the Funds may invest in
illiquid or restricted securities. An investment may be illiquid because of the
absence of an active trading market, making it difficult to sell promptly at an
acceptable price. A restricted security is one that has a contractual
restriction on its resale or which cannot be sold publicly until it is
registered under the Securities Act of 1933 or sold pursuant to an exemption
from registration. Illiquid securities may also include commercial paper under
Section 4(2) of the Securities Act of 1933, and Rule 144A securities (restricted
securities that may be traded freely among qualified institutional buyers
pursuant to an exemption from the registration requirements of the securities
laws).

     MORTGAGE-BACKED SECURITIES: Certain of the Funds may invest in securities
that directly or indirectly represent an ownership participation in, or are
secured by and payable from, mortgage loans on real property ("Mortgage-Backed
Securities"). Mortgage pass-through securities differ from conventional debt
securities, which provide for periodic payment of interest in fixed amounts
(usually semi-annually) and principal payments at maturity or on specified call
dates. Mortgage pass-through securities provide for monthly payments that are a
"pass-through" of the monthly interest and principal payments,


                                       A-6




including any repayments made by the individual borrowers on the pooled mortgage
loans, net of any fees paid to the guarantor of such securities and the servicer
of the underlying mortgage loans. The underlying mortgages may be prepaid at any
time and such payments are passed through to the certificate holder as a
prepayment of principal. As a result, if a Fund purchases such a Mortgage-Backed
Security at a premium, a prepayment rate that is faster than expected will
reduce yield to maturity, while a prepayment rate that is slower than expected
will have the opposite effect of increasing yield to maturity. Accelerated
prepayments on Mortgage-Backed Securities purchased at premium also impose a
risk of loss of principal because the premium may not have been fully amortized
at the time the principal is repaid in full. Conversely, if a Fund purchases a
Mortgage-Backed Security at a discount, faster than expected prepayments will
increase, while slower than expected prepayment will reduce, yield to maturity.

     Generally, prepayments on fixed rate mortgage loans will increase during a
period of falling interest rates and decrease during a period of rising interest
rates. Mortgage-Backed Securities may decrease in value as a result of increases
in interest rates and may benefit less than other fixed income securities from
declining interest rates because of the risk of prepayment.

     Certain of the Funds may invest in CMOs and certain stripped
mortgage-backed securities. CMOs represent participations in, or are secured by,
mortgage loans. CMOs are issued with a number of classes or series that have
different maturities and that may represent interests in some or all of the
interest or principal on the underlying collateral. Payment of interest or
principal on some classes or series of CMOs may be subject to contingencies or
some classes or series may bear some or all of the risk of default on the
underlying mortgages. CMOs of different classes or series are generally retired
in sequence as the underlying mortgage loans in the mortgage pool are repaid. If
enough mortgages are repaid ahead of schedule, the classes or series of a CMO
with the earliest maturities generally will be retired prior to their
maturities. Thus, the early retirement of particular classes or series of a CMO
would have the same effect as the prepayment of mortgages underlying other
mortgage-backed securities. Conversely, slower than anticipated prepayments can
extend the effective maturities of CMOs, subjecting them to a greater risk of
decline in market value in response to rising interest rates than traditional
debt securities, and, therefore, potentially increasing the volatility of a
fund.

     Stripped mortgage-backed securities are usually structured with two or more
classes that receive different portions of the interest and principal
distributions on a pool of mortgage loans. For example, a fund may invest in an
interest-only or "IO" class or a principal-only or "PO" class. The yield to
maturity on an IO or PO class of stripped mortgage-backed securities is
extremely sensitive not only to changes in prevailing interest rates but also to
the rate of principal payments (including prepayments) on the underlying assets.
A rapid rate of principal prepayments may have a measurably adverse effect on a
fund's yield to maturity to the extent it invests in IOs. If the assets
underlying the IOs experience greater than anticipated prepayments of principal,
a fund may fail to recoup fully its initial investment in these securities.
Conversely, POs tend to increase in value if prepayments are greater than
anticipated and decline if prepayments are slower than anticipated. The
secondary market for stripped mortgage-backed securities may be more volatile
and less liquid than that for other mortgage-backed securities, potentially
limiting a fund's ability to buy or sell those securities at any particular
time.

     ASSET-BACKED SECURITIES: Certain Funds may invest in asset-backed
securities. Asset-backed securities are structured like mortgage-backed
securities, but instead of mortgage loans or interests in mortgage loans, the
underlying assets may include such items as motor vehicle installment sales or
installment loan contracts, leases of various types of real and personal
property, and receivables from credit card agreements. The ability of an issuer
of asset-backed securities to enforce its security interest in the underlying
assets may be limited. Asset-backed securities have yield and maturity
characteristics corresponding to the underlying assets.

     Asset-backed securities are less effective than other types of securities
as a means of "locking in" attractive long-term interest rates. One reason is
the need to reinvest prepayments of principal; another is the possibility of
significant unscheduled prepayments resulting from declines in interest rates.
These prepayments would have to be reinvested at lower rates. As a result, these
securities may have less potential for capital appreciation during periods of
declining interest rates than other securities of comparable maturities,
although they may have a similar risk of decline in market value during periods
of rising interest rates. Prepayments may also significantly shorten the
effective maturities of these


                                       A-7




securities, especially during periods of declining interest rates. Conversely,
during periods of rising interest rates, a reduction in prepayments may increase
the effective maturities of these securities, subjecting them to a greater risk
of decline in market value in response to rising interest rates than traditional
debt securities, and, therefore, potentially increasing the volatility of a
Fund.

     Prepayments may cause losses on securities purchased at a premium.

     SMALLER COMPANIES: Certain of the Funds may invest in securities issued by
smaller companies. Smaller or newer companies may suffer more significant losses
as well as realize more substantial growth than larger or more established
issuers. They may lack depth of management, be unable to generate funds
necessary for growth or potential development, or they may be developing or
marketing new products or services for which markets are not yet established and
may never become established. In addition, such companies may be insignificant
factors in their industries and may be subject to intense competition from
larger or more established companies. Securities of smaller or newer companies
may have more limited trading markets than the markets for securities of larger
or more established issuers, and may be subject to wider price fluctuations.
Investments in such companies tend to be more volatile and somewhat more
speculative.

     PORTFOLIO SECURITIES LENDING: In order to generate income and to offset
expenses, certain of the Funds may lend portfolio securities to brokers, dealers
and other financial organizations. Such loans typically will be continuously
secured by collateral at least equal to the value of the securities loaned.
Default by the borrower could result in delays, costs and/or losses in disposing
of the collateral or recovering the loaned securities and, should the borrower
fail financially, possible loss of rights in the collateral.


                                       A-8




PART III. SUB-ACCOUNT PERFORMANCE INFORMATION

                    SELECT*LIFE IV SUB-ACCOUNT PERFORMANCE
                               December 31, 1998



                                                                                                              SINCE
                                                                      AVERAGE ANNUAL TOTAL RETURN(1)       ADDITION OF
                                                          FUND                                   SINCE     FUND OPTION
TRUST NAME AND PORTFOLIO NAME                          INCEPTION                               INCEPTION   TO VARIABLE
(VARIABLE ACCOUNT INCEPTION)(2):                         DATE(3)    1 YEAR   5 YEAR   10 YEAR    OF FUND     ACCOUNT
- -------------------------------                        ---------    ------   ------   -------  ---------   -----------
                                                                                                
The Alger American Fund:
 Alger American Growth Portfolio [date] .............  01/09/89      ___%     ___%      n/a       ___%         ___%
 Alger American MidCap Growth
  Portfolio [date] ..................................  05/03/89      ___%     ___%      n/a       ___%         ___%
 Alger American Small Capitalization
  Portfolio [date] ..................................  09/21/88      ___%     ___%      ___%      ___%         ___%

Fidelity's Variable Insurance Products Fund (VIP)
 VIP Equity-Income Portfolio [date] .................  10/09/86      ___%     ___%      ___%      ___%         ___%
 VIP Growth Portfolio [date] ........................  10/09/86      ___%     ___%      ___%      ___%         ___%
 VIP High Income Portfolio [date] ...................  09/19/85      ___%     ___%      ___%      ___%         ___%
 VIP Money Market Portfolio [date] ..................  04/01/82      ___%     ___%      ___%      ___%         ___%

Fidelity's Variable Insurance Products Fund II
 (VIP II)
 VIP II Contrafund Portfolio [date] .................  01/03/95      ___%     n/a       n/a       ___%         ___%
 VIP II Index 500 Portfolio [date] ..................  08/27/92      ___%     ___%      n/a       ___%         ___%
 VIP II Investment Grade Bond
  Portfolio [date] ..................................  12/05/88      ___%     ___%      n/a       ___%         ___%

Janus Aspen Series:
 Aggressive Growth Portfolio [date] .................  09/13/93      ___%     ___%      n/a       ___%         ___%
 Growth Portfolio [date] ............................  09/13/93      ___%     ___%      n/a       ___%         ___%
 International Growth Portfolio [date] ..............  05/02/94      ___%     n/a       n/a       ___%         ___%
 Worldwide Growth Portfolio [date] ..................  09/13/93      ___%     ___%      n/a       ___%         ___%

Neuberger Berman Advisers Management Trust:
 Limited Maturity Bond Portfolio [date] .............  09/10/84      ___%     ___%      ___%      ___%         ___%
 Partners Portfolio [date] ..........................  03/22/94      ___%     n/a       n/a       ___%         ___%
 Socially Responsive Portfolio [date] ...............  08/19/98      n/a      n/a       n/a       ___%         ___%

Northstar Galaxy Trust:
 Northstar Galaxy Trust Emerging Growth
  Portfolio(4) [date] ...............................  05/06/94      ___%     n/a       n/a       ___%         ___%
 Northstar Galaxy Trust Growth + Value
  Portfolio [date] ..................................  05/06/94      ___%     n/a       n/a       ___%         ___%
 Northstar Galaxy Trust High Yield Bond
  Portfolio [date] ..................................  05/06/94      ___%     n/a       n/a       ___%         ___%
 Northstar Galaxy Trust International Value
  Portfolio [date] ..................................  08/08/97      ___%     n/a       n/a       ___%         ___%
 Northstar Galaxy Trust Multi-Sector Bond
  Portfolio .........................................  05/06/94      ___%     n/a       n/a       ___%         ___%

OCC Accumulation Trust:(5)
 Equity Portfolio [date] ............................  08/01/88      ___%     ___%      ___%      ___%         ___%
 Global Equity Portfolio [date] .....................  03/01/95      ___%     n/a       n/a       ___%         ___%
 Managed Portfolio [date] ...........................  08/01/88      ___%     ___%      ___%      ___%         ___%
 Small Cap Portfolio [date] .........................  08/01/88      ___%     ___%      ___%      ___%         ___%

Putnam Variable Trust:
 Putnam VT Growth and Income Fund [date] ............  02/01/88      ___%     ___%      ___%      ___%         ___%
 Putnam VT New Opportunities Fund [date] ............  05/02/92      ___%     n/a       n/a       ___%         ___%
 Putnam VT Voyager Fund [date] ......................  02/01/88      ___%     ___%      ___%      ___%         ___%



                                      A-9






     Performance of certain of the Funds reflects a voluntary expense
limitation, as described in "           " at page   . Without these voluntary
limitations the total returns would have been lower. Past performance is not a
guarantee of future results. The value of sub-account units, when redeemed, may
be worth more or less than their original cost.

(1)  These performance figures are based on the assumption that the sub-accounts
     were in existence for the same periods as those indicated for the Funds.
     Performance figures are calculated net of mortality and expense risk
     charges, investment advisory fees, and other Fund portfolio expenses.
     Premium expense charges, cost of insurance, administrative charges and
     contingent deferred charges have not been deducted. If reflected, these
     charges would reduce the quoted returns, particularly in the early years of
     a contract. Return figures assume reinvestment of dividends and capital
     gain distributions. Since the values in the variable sub-accounts
     fluctuate, the cash value can be greater or less than the total premiums
     paid under the contract at any time. Investment performance figures are
     historical and are not intended to predict future performance.

(2)  Variable Account Inception Date for a particular Fund is the date that a
     Fund first became available through the Variable Account. This date may be
     before the date that the policies were first offered for sale.

(3)  Fund Inception Date is the date the underlying Fund was established.

(4)  The Northstar Galaxy Trust Emerging Growth Portfolio (formerly the
     Northstar Galaxy Trust Income and Growth Portfolio) operated under an
     investment objective of seeking income balanced with capital appreciation
     from inception through November 8, 1998, when the investment objective was
     modified to seeking long-term capital appreciation.

(5)  On September 16, 1994, an investment company which had commenced operations
     on August 1, 1988, called Quest for Value Accumulation trust (the Old
     Trust) was effectively divided into two investment funds -- The Old Trust
     and the Present Trust, OCC Accumulation Trust, (the Present Trust) -- at
     which time the Present Trust commenced operations. For the period prior to
     September 16, 1994, the performance figures for the Equity Portfolio,
     Managed Portfolio, and Small Cap Portfolio of the Present Trust reflect the
     performance of the Equity Portfolio, Managed Portfolio, and Small Cap
     Portfolio of the Old Trust.



                                      A-10




                                   APPENDIX B

                                THE FIXED ACCOUNT

     The Fixed Account consists of all of our assets other than those in our
separate accounts. We have complete ownership and control of all of the assets
of the Fixed 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 and 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.


     We guarantee both principal and interest on amounts credited to the Fixed
Account. We credit interest at an effective annual rate of at least 3%,
independent of the investment experience of the Fixed Account. From time to
time, we may guarantee interest at a rate higher than 3%.

     ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS
OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME THE RISK
THAT INTEREST CREDITED TO THE FIXED ACCOUNT MAY NOT EXCEED THE MINIMUM GUARANTEE
OF 3% FOR A GIVEN YEAR.


     We do not use a specific formula for determining excess interest credits.
However, we consider the following:

     *    General economic trends,

     *    Rates of return currently available on our investments,

     *    Rates of return anticipated in our investments, regulatory and tax
          factors, and

     *    Competitive factors.

     We are not aware of any statutory limitations to the maximum amount of
interest we may credit and our Board of Directors has not set any limitations.

     The Fixed Accumulation Value of the Policy is the sum of the Net Premiums
credited to the Fixed Account. It is increased by transfers and Loan Amounts
from the Variable Account, and interest credits. It is decreased by Monthly
Deductions and partial withdrawals taken from the Fixed Account and transfers to
the Variable Account. The Fixed Accumulation Value will be calculated at least
monthly on the monthly anniversary date.

     You may transfer all or part of your Fixed Accumulation Value to the
Sub-Accounts of the Variable Account, subject to the following transfer
limitations:

     *    The request to transfer must be postmarked no more than 30 days before
          the Policy Anniversary and no later than 30 days after the Policy
          Anniversary. Only one transfer is allowed during this period.

     *    The Fixed Accumulation Value after the transfer must be at least equal
          to the Loan Amount.

     *    No more than 50% of the Fixed Accumulation Value (minus any Loan
          Amount) may be transferred unless the balance, after the transfer,
          would be less than $1,000. If the balance would be less than $1,000,
          the full Fixed Accumulation Value (minus any Loan Amount) may be
          transferred.

     *    You must transfer at least:

          -- $500, or

          -- the total Fixed Accumulation Value (minus any Loan Amount) if less
             than $500.

     We make the Monthly Deduction from your Fixed Accumulation Value in
proportion to the total Accumulation Value of the Policy.

     The Surrender Charge described in the Prospectus applies to the total
Accumulation Value, which includes the Fixed Accumulation Value. If the Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will be reduced by any applicable Surrender Charge, any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.


                                       B-1




                                   APPENDIX C

                        CALCULATION OF ACCUMULATION VALUE

     The Accumulation Value of the Policy is equal to the sum of the Variable
Accumulation Value plus the Fixed Accumulation Value.


VARIABLE ACCUMULATION VALUE

     The Variable Accumulation Value is the total of your values in each
Sub-Account. The value for each Sub-Account is equal to:

1 multiplied by 2, where:

1
Is your current number of Accumulation Units (described below).

2
Is the current Unit Value (described below).

     The Variable Accumulation Value will vary from Valuation Date to Valuation
Date (described below) reflecting changes in 1 and 2 above.

     ACCUMULATION UNITS. When transactions are made which affect the Variable
Accumulation Value, dollar amounts are converted to Accumulation Units. The
number of Accumulation Units for a transaction is found by dividing the dollar
amount of the transaction by the current Unit Value.

     The number of Accumulation Units for a Sub-Account increases when:

     *    Net Premiums are credited to that Sub-Account; or

     *    Transfers from the Fixed Account or other Sub-Accounts are credited to
          that Sub-Account.

     The number of Accumulation Units for a Sub-Account decreases when:

     *    You take out a Policy loan from that Sub-Account;

     *    You take a partial withdrawal from that Sub-Account;

     *    We take a portion of the Monthly Deduction from that Sub-Account; or

     *    Transfers are made from that Sub-Account to the Fixed Account or other
          Sub-Accounts.

     UNIT VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal
to the previous Unit Value times the Net Investment Factor for that Sub-Account
(described below) for the Valuation Period (described below) ending on that
Valuation Date. The Unit Value was initially set at $10 when the Sub-Account
first purchased Fund shares.

     NET INVESTMENT FACTOR. The Net Investment Factor is a number that reflects
charges to the Policy and the investment performance during a Valuation Period
of the Fund in which a Sub-Account is invested. If the Net Investment Factor is
greater than one, the Unit Value is increased. If the Net Investment Factor is
less than one, the Unit Value is decreased. The Net Investment Factor for a
Sub-Account is determined by dividing 1 by 2.

(1 \d 2), where:

1
Is the result of:

     *    The net asset value per share of the Fund shares in which the
          Sub-Account invests, determined at the end of the current Valuation
          Period;

     *    Plus the per share amount of any dividend or capital gain
          distributions made on the Fund shares in which the Sub-Account invests
          during the current Valuation Period;

     *    Plus or minus a per share charge or credit for any taxes reserved
          which we determine has resulted from the investment operations of the
          Sub-Account and to be applicable to the Policy.


                                       C-1




2 Is the result of:

     *    The net asset value per share of the Fund shares held in the
          Sub-Account, determined at the end of the last prior Valuation Period;

     *    Plus or minus a per share charge or credit for any taxes reserved for
          during the last prior Valuation Period which we determine resulted
          from the investment operations of the Sub-Account and was applicable
          to the Policy.

     VALUATION DATE; VALUATION PERIOD. A Valuation Date is each day the New York
Stock Exchange is open for trading. A Valuation Period is the period between two
successive Valuation Dates, commencing at the close of business of a Valuation
Date and ending at the close of business on the next Valuation Date.

FIXED ACCUMULATION VALUE
     The Fixed Accumulation Value on the Policy Date is your Net Premium
credited to the Fixed Account on that date minus the Monthly Deduction
applicable to the Fixed Accumulation Value for the first Policy Month.

     After the Policy Date, the Fixed Accumulation Value is calculated as:

1 + 2 + 3 + 4 - 5 - 6, where:

1
Is the Fixed Accumulation Value on the preceding Monthly Anniversary, plus
interest from the Monthly Anniversary to the date of the calculation.

2
Is the total of your Net Premiums credited to the Fixed Account since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation.

3
Is the total of your transfers from the Variable Account to the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.

4
Is the total of your Loan Amounts transferred from the Variable Account since
the preceding Monthly Anniversary.

5
Is the total of your transfers to the Variable Account from the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.

6
Is the total of your partial withdrawals from the Fixed Account since the
preceding Monthly Anniversary, plus interest from the date of withdrawal to the
date of the calculation.

     If the date of the calculation is a Monthly Anniversary, we also reduce the
Fixed Accumulation Value by the applicable Monthly Deduction for the Policy
Month following the Monthly Anniversary.

     The minimum interest rate applied in the calculation of the Fixed
Accumulation Value is an effective annual rate of 3%. Interest in excess of the
minimum rate may be applied in the calculation of your Fixed Accumulation Value
in a manner which our Board of Directors determines.


                                       C-2




                                   APPENDIX D

             ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES,
                    CASH SURRENDER VALUES, AND DEATH BENEFITS

     The following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the Variable Account. The tables show how the Accumulation Values, Cash
Surrender Values, and Death Benefits of a Policy issued to a hypothetical
Insured (who pays the given Planned Periodic Premiums annually) would vary over
time if the investment return of the assets held in the Funds were a uniform,
gross, after-tax, annual rate of 0 percent, 6 percent or 12 percent.


     The tables on pages D-3 through D-11 illustrate a Policy issued to a male
Age 40, in a standard Rate Class and qualifying for nonsmoker rates. The
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if
the Insured was in a substandard Rate Class or did not qualify for the nonsmoker
rates because the cost of insurance would be increased. The Accumulation Values,
Cash Surrender Values and Death Benefits would be different from those shown if
the gross annual investment returns averaged 0 percent, 6 percent, and 12
percent over a period of years, but fluctuated above and below those averages
for individual Policy Years.

     Within the tables, the second and fifth columns illustrate the Accumulation
Value of the Policy over the designated period. The Accumulation Value is the
total amount that a Policy provides for investment at any time. The third and
sixth columns illustrate the Cash Surrender Value of a Policy over the
designated period. The Cash Surrender Value is equal to the Accumulation Value
less any Surrender Charges, Loan Amount (assumed to be zero in these
illustrations) and unpaid Monthly Deductions (also assumed to be zero). The
fourth and seventh columns illustrate the Death Benefit of a Policy over the
designated period. The second, third, and fourth columns assume that throughout
the life of the Policy, the monthly charge for the cost of insurance, the
Monthly Mortality and Expense Charge and the Monthly Administrative Charge are
based upon the maximums (i.e., guaranteed) permitted in the policy. The maximum
allowable cost of insurance rates are based on the 1980 Commissioners Standard
Ordinary Mortality Tables for Nonsmokers and Smokers. The fifth, sixth, and
seventh columns assume that the monthly charge for cost of insurance, the
Monthly Mortality and Expense Charge, and the Monthly Administrative Charge are
based on the current amounts expected to be charged. The Death Benefits also
vary between tables depending upon whether the Level Amount Death Benefit Option
(Tables at pages D-3 through D-5) or the Variable Amount Death Benefit Option
(Tables at pages D-6 through D-8) or the Face Amount Plus Premium Amount Option
(Tables at Pages D-9 through D-11) is illustrated.

     The amounts shown for the Accumulation Values, Cash Surrender Values, and
Death Benefits reflect the fact that the net investment return of the
Sub-Accounts of the Variable Account is lower than the gross, after-tax return
on the assets held in the Funds as a result of the Funds' operating expenses.
The values shown take into account the daily total operating expenses paid by
the three Funds available through The Alger American Fund, the four portfolios
of the Fidelity VIP, the three portfolios of the Fidelity VIP II, the four funds
of the Janus Aspen Series, the three funds of the Neuberger Berman Advisors
Management Trust, the four funds available through Northstar Galaxy Trust, the
four funds of the OCC Accumulation Trust, and the three funds of Putnam Variable
Trust, which together are assumed to be at an average annual rate of     % for
all years. This figure is derived based on a simple average of the Funds' 1998
operating expenses net of any limitations on such expenses paid by the Funds.
Thus, the illustrated gross annual investment rates of return of 0 percent, 6
percent, and 12 percent correspond to approximate net annual rates of return of
     %,     %, and     %, respectively. Without such expense reimbursements,
total expenses would be      %. Hypothetical Accumulation Values, Cash Surrender
Values and the Death Benefits may be lower without the expense reimbursement.
Expense reimbursements are voluntary. While it is currently anticipated that
expense reimbursements will continue past the current year, there is no
assurance of ongoing reimbursements.


     The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes attributable to the Variable Account because we do not
currently make any such charges. However, such charges may be made in the future
and, in that event, the gross annual investment return would have to exceed 0
percent, 6 percent, or 12 percent by an amount sufficient to cover the tax
charges in order to


                                       D-1




produce the Accumulation Values, Cash Surrender Values, and Death Benefits
illustrated. (See section entitled "Federal Tax Matters" in the prospectus).

     The tables illustrate the Policy values that would result based upon the
hypothetical rates of return if premiums are paid as indicated, if all Net
Premiums are allocated to the Variable Account, and if no Policy loans have been
made. The tables are also based on the assumptions that the Policy owner has not
requested an increase or decrease in the Face Amount, that no partial
withdrawals have been made, that no transfers have been made, and total
operating expenses of the Funds continue as anticipated. Actual results will
depend on the expenses and performance of the investment choice made by the
owner.


     Upon request, we will provide a comparable illustration based upon the
proposed Insured's Age, sex, underwriting classification, the Face Amount and
Planned Periodic Premium schedule requested, and any available riders requested.



                                       D-2




                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                          INVESTMENT RATE OF RETURN: 0%



                        GUARANTEED COSTS                                CURRENT COSTS
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER     DEATH
POLICY         VALUE            VALUE         BENEFIT         VALUE            VALUE        BENEFIT
 YEAR         (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)       (1) (2)
- ------     ------------    --------------     -------     ------------    --------------    --------
                                                                          
   1                                          100,000*                                      100,000*
   2                                          100,000*                                      100,000*
   3                                          100,000*                                       100,000
   4                                          100,000                                        100,000
   5                                          100,000                                        100,000
   6                                          100,000                                        100,000
   7                                          100,000                                        100,000
   8                                          100,000                                        100,000
   9                                          100,000                                        100,000
  10                                          100,000                                        100,000
  11                                          100,000                                        100,000
  12                                          100,000                                        100,000
  13                                          100,000                                        100,000
  14                                          100,000                                        100,000
  15                                          100,000                                        100,000
  20                                          100,000                                        100,000
 AGE
  70               0                0               0                                        100,000
  **

- --------------------------------------------------------------------------------
(1)  Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly
     Premium) is paid at the beginning of each Policy Year. Values will be
     different if premiums are paid with a different frequency or in different
     amounts.

(2)  Assumes that no policy loans or partial withdrawals have been made.
     Excessive loans or withdrawals may cause the policy to lapse because of
     insufficient Cash Surrender Value.

 *   Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
     the years shown. Therefore, the Policy remains in force even though the
     Cash Surrender Value is zero.

**   Policy terminates prior to age 75.

     THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT
     BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL
     INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON
     A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A
     POLICYHOLDER, AND THE DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE
     ACCUMULATION VALUE, CASH SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY
     WOULD BE DIFFERENT FROM THOSE SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS
     APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO
     FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. NO
     REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS THAT THESE HYPOTHETICAL
     RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
     TIME.


                                       D-3




                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                          INVESTMENT RATE OF RETURN: 6%



                        GUARANTEED COSTS                                CURRENT COSTS
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER     DEATH
POLICY         VALUE            VALUE         BENEFIT         VALUE            VALUE        BENEFIT
 YEAR         (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)       (1) (2)
- ------     ------------    --------------     -------     ------------    --------------    --------
                                                                          
   1                                          100,000*                                      100,000*
   2                                          100,000*                                      100,000
   3                                          100,000                                       100,000
   4                                          100,000                                       100,000
   5                                          100,000                                       100,000
   6                                          100,000                                       100,000
   7                                          100,000                                       100,000
   8                                          100,000                                       100,000
   9                                          100,000                                       100,000
  10                                          100,000                                       100,000
  11                                          100,000                                       100,000
  12                                          100,000                                       100,000
  13                                          100,000                                       100,000
  14                                          100,000                                       100,000
  15                                          100,000                                       100,000
  20                                          100,000                                       100,000
 AGE
  70                                          100,000                                       100,000
  75                                          100,000                                       100,000
  80                0                 0             0                                       100,000
  **

- --------------------------------------------------------------------------------
(1)  Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly
     Premium) is paid at the beginning of each Policy Year. Values will be
     different if premiums are paid with a different frequency or in different
     amounts.

(2)  Assumes that no policy loans or partial withdrawals have been made.
     Excessive loans or withdrawals may cause the policy to lapse because of
     insufficient Cash Surrender Value.

 *   Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
     the years shown. Therefore, the Policy remains in force even though the
     Cash Surrender Value is zero.

**   Policy terminates prior to age 85.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                                       D-4




                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%



                        GUARANTEED COSTS                                CURRENT COSTS
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER     DEATH
POLICY         VALUE            VALUE         BENEFIT         VALUE            VALUE        BENEFIT
 YEAR         (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)       (1) (2)
- ------     ------------    --------------     -------     ------------    --------------    --------
                                                                          
   1                                          100,000*                                      100,000*
   2                                          100,000                                       100,000
   3                                          100,000                                       100,000
   4                                          100,000                                       100,000
   5                                          100,000                                       100,000
   6                                          100,000                                       100,000
   7                                          100,000                                       100,000
   8                                          100,000                                       100,000
   9                                          100,000                                       100,000
  10                                          100,000                                       100,000
  11                                          100,000                                       100,000
  12                                          100,000                                       100,000
  13                                          100,000                                       100,000
  14                                          100,000                                       100,000
  15                                          100,000                                       100,000
  20                                          100,000                                       100,000
 AGE
  70
  75
  80
  85
  90
  95

- --------------------------------------------------------------------------------
(1)  Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly
     Premium) is paid at the beginning of each Policy Year. Values will be
     different if premiums are paid with a different frequency or in different
     amounts.

(2)  Assumes that no policy loans or partial withdrawals have been made.
     Excessive loans or withdrawals may cause the policy to lapse because of
     insufficient Cash Surrender Value.

 *   Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
     the years shown. Therefore, the Policy remains in force even though the
     Cash Surrender Value is zero.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                                       D-5




                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                          VARIABLE DEATH BENEFIT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                          INVESTMENT RATE OF RETURN: 0%



                        GUARANTEED COSTS                                CURRENT COSTS
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER     DEATH
POLICY         VALUE            VALUE         BENEFIT         VALUE            VALUE        BENEFIT
 YEAR         (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)       (1) (2)
- ------     ------------    --------------     -------     ------------    --------------    --------
                                                                          
   1
   2
   3
   4
   5
   6
   7
   8
   9
  10
  11
  12
  13
  14
  15
  20
  AGE
  70               0                 0            0
  **

- --------------------------------------------------------------------------------
(1)  Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly
     Premium) is paid at the beginning of each Policy Year. Values will be
     different if premiums are paid with a different frequency or in different
     amounts.

(2)  Assumes that no policy loans or partial withdrawals have been made.
     Excessive loans or withdrawals may cause the policy to lapse because of
     insufficient Cash Surrender Value.

 *   Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
     the years shown. Therefore, the Policy remains in force even though the
     Cash Surrender Value is zero.

**   Policy terminates prior to age 75.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                                       D-6




                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                          VARIABLE DEATH BENEFIT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                          INVESTMENT RATE OF RETURN: 6%



                        GUARANTEED COSTS                                CURRENT COSTS
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER     DEATH
POLICY         VALUE            VALUE         BENEFIT         VALUE            VALUE        BENEFIT
 YEAR         (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)       (1) (2)
- ------     ------------    --------------     -------     ------------    --------------    --------
                                                                          
   1
   2
   3
   4
   5
   6
   7
   8
   9
  10
  11
  12
  13
  14
  15
  20
  AGE
  70
  75                0                 0            0
  **

- --------------------------------------------------------------------------------
(1)  Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly
     Premium) is paid at the beginning of each Policy Year. Values will be
     different if premiums are paid with a different frequency or in different
     amounts.

(2)  Assumes that no policy loans or partial withdrawals have been made.
     Excessive loans or withdrawals may cause the policy to lapse because of
     insufficient Cash Surrender Value.

 *   Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
     the years shown. Therefore, the Policy remains in force even though the
     Cash Surrender Value is zero.

**   Policy terminates prior to age 80.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                                       D-7




                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                          VARIABLE DEATH BENEFIT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%



                        GUARANTEED COSTS                                CURRENT COSTS
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER     DEATH
POLICY         VALUE            VALUE         BENEFIT         VALUE            VALUE        BENEFIT
 YEAR         (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)       (1) (2)
- ------     ------------    --------------     -------     ------------    --------------    --------
                                                                          
   1
   2
   3
   4
   5
   6
   7
   8
   9
  10
  11
  12
  13
  14
  15
  20
 AGE
  70
  75
  80
  85
  90
  95

- --------------------------------------------------------------------------------
(1)  Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly
     Premium) is paid at the beginning of each Policy Year. Values will be
     different if premiums are paid with a different frequency or in different
     amounts.

(2)  Assumes that no policy loans or partial withdrawals have been made.
     Excessive loans or withdrawals may cause the policy to lapse because of
     insufficient Cash Surrender Value.

 *   Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
     the years shown. Therefore, the Policy remains in force even though the
     Cash Surrender Value is zero.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                                       D-8





                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                     FACE AMOUNT PLUS PREMIUM AMOUNT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%



                                       D-9






                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                     FACE AMOUNT PLUS PREMIUM AMOUNT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%



                                      D-10





                        RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 100

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                     FACE AMOUNT PLUS PREMIUM AMOUNT OPTION

                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%



                                      D-11




                                   APPENDIX E

                            MAXIMUM SURRENDER CHARGES
                            PER $1,000 OF FACE AMOUNT




                               CHARGE PER $1,000 OF FACE                                   CHARGE PER $1,000 OF FACE
                            AMOUNT (INITIAL FACE AMOUNT OR                              AMOUNT (INITIAL FACE AMOUNT OR
  INSURED'S AGE AT POLICY    AMOUNT OF REQUESTED INCREASE)    INSURED'S AGE AT POLICY    AMOUNT OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   -----------------------------   DATE OR EFFECTIVE DATE OF  ------------------------------
  INCREASE, AS APPROPRIATE      MALE              FEMALE     INCREASE, AS APPROPRIATE      MALE               FEMALE
 -------------------------   ----------         ----------   -------------------------  ----------          ----------
                                                                                               
             0                $ 1.00              $ 1.00                41                $19.60              $16.10
             1                  1.10                1.00                42                 20.40               17.20
             2                  1.20                1.00                43                 21.30               18.00
             3                  1.30                1.00                44                 22.10               18.90
             4                  1.40                1.00                45                 23.00               19.50
             5                  1.50                1.00                46                 23.90               20.60
             6                  1.60                1.00                47                 24.90               21.70
             7                  1.80                1.00                48                 25.90               22.50
             8                  2.00                1.00                49                 27.00               23.30
             9                  2.20                1.20                50                 28.20               24.20
            10                  2.50                1.40                51                 29.40               25.20
            11                  2.80                1.60                52                 30.70               26.20
            12                  3.00                1.80                53                 32.10               27.20
            13                  3.20                2.00                54                 33.50               28.00
            14                  3.50                2.20                55                 35.00               29.50
            15                  3.80                2.40                56                 36.70               30.70
            16                  4.00                2.60                57                 38.40               32.00
            17                  4.20                2.80                58                 40.20               33.40
            18                  4.50                3.00                59                 42.20               34.80
            19                  4.80                3.20                60                 44.30               36.40
            20                  5.00                3.50                61                 45.60               38.10
            21                  5.30                3.90                62                 45.40               40.00
            22                  5.90                4.20                63                 45.30               41.90
            23                  6.30                4.50                64                 44.90               43.90
            24                  6.90                5.00                65                 44.60               45.50
            25                  7.50                5.50                66                 44.30               45.00
            26                  7.80                6.10                67                 43.90               44.60
            27                  8.40                6.70                68                 43.60               44.10
            28                  8.80                7.30                69                 43.30               43.70
            29                  9.40                7.70                70                 43.10               43.30
            30                 10.00                8.00                71                 42.80               42.90
            31                 10.80                8.60                72                 42.60               42.50
            32                 11.50                9.20                73                 42.40               42.10
            33                 12.30                9.80                74                 42.20               41.70
            34                 13.10               10.40                75                 41.90               41.20
            35                 14.00               11.00                76                 41.60               40.80
            36                 14.90               11.60                77                 41.30               40.40
            37                 15.70               12.20                78                 41.00               39.90
            38                 16.80               12.80                79                 40.70               39.50
            39                 17.90               13.90                80                 40.50               39.10
            40                 19.00               15.00



                                       E-1




                                   APPENDIX F

                             MONTHLY AMOUNT CHARGES
                            PER $1,000 OF FACE AMOUNT



                                       F-1




                          UNDERTAKINGS TO FILE REPORTS

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


                              RULE 484 UNDERTAKING

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


             "REASONABLENESS" REPRESENTATION PURSUANT TO 26(e)(2)(A)
                      OF THE INVESTMENT COMPANY ACT OF 1940

     Depositor represents that the fees and charges deducted under the flexible
premium variable life insurance policy, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by ReliaStar Life Insurance Company.


                                      II-1




                                   SIGNATURES


As required by the Securities Act of 1933, and the Investment Company Act of
1940, Registrant has caused this Form S-6 Registration Statement to be signed on
its behalf, in the City of Minneapolis and State of Minnesota, on this 23rd day
of December, 1998.


                                        SELECT*LIFE VARIABLE ACCOUNT
                                            (Registrant)

                                        By: RELIASTAR LIFE INSURANCE COMPANY
                                            (Depositor)


                                        By          /s/ JOHN G. TURNER
                                           -------------------------------------
                                                 John G. Turner, Chairman
                                                and Chief Executive Officer


As required by the Securities Act of 1933, Depositor has caused this
Registration Statement to be signed on its behalf, in the City of Minneapolis
and State of Minnesota, on this 23rd day of December, 1998.


                                        RELIASTAR LIFE INSURANCE COMPANY
                                            (Depositor)


                                        By          /s/ JOHN G. TURNER
                                           -------------------------------------
                                                 John G. Turner, Chairman
                                                and Chief Executive Officer


As required by the Securities Act of 1933, this Registration Statement has been
signed on this 23rd day of December, 1998 by the following directors and
officers of Depositor in the capacities indicated:


                SIGNATURE                               TITLE
                ---------                               -----

           /s/ JOHN G. TURNER             Chairman and Chief Executive Officer
 -------------------------------------
             John G. Turner


           /s/ JAMES R. MILLER            Senior Vice President, Chief Financial
 -------------------------------------    Officer and Treasurer
             James R. Miller

  *Richard R. Crowl         *Mark S. Jordahl            *James R. Miller
  *Michael J. Dubes         *Kenneth U. Kuk             *Robert C. Salipante
  *John H. Flittie          *Susan W. A. Mead           *John G. Turner
  *Wayne R. Huneke          *William R. Merriam


A majority of the Board of Directors

Stewart D. Gregg, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named directors of ReliaStar Life Insurance Company
pursuant to powers of attorney duly executed by such persons.

                              /s/ STEWART D. GREGG
                       -----------------------------------
                       Stewart D. Gregg, Attorney-In-Fact


                                      II-2




                                     PART II

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The Facing Sheet.


     The general form of Prospectus, consisting of 73 pages.


     Undertakings to file reports.

     Rule 484 Undertaking.

     Representation pursuant to Section 26(e)(2)(A).

     The signatures.

     Written consents of the following persons:

     1.   Stewart D. Gregg, Esquire -- Filed as part of EX-99.2.

     2.   Craig A. Krogstad, FSA, MAAA -- Filed as part of EX-99.C6.

     3.   (Auditor's Consent) -- To be filed by pre-effective amendment.

     The following exhibits:

     1.   The following exhibits correspond to those required by Paragraph A of
          the instructions as to exhibits in Form N-8B-2:

     A.   (1)  Resolutions of Board of Directors of Northwestern National Life
               Insurance Company ("NWNL") establishing the SELECT*Life Variable
               Account.* (Filed as an Exhibit in S-6EL24 on December 23, 1996,
               Accession Number 0000897899-96-000017, CIK 0000897899 and
               incorporated herein by reference.)

          (2)  Not applicable.

          (3)  (a)  General Distributor Agreement between Washington Square
                    Securities, Inc. and ReliaStar Life.* (Filed as part of
                    SELECT*Life Variable Account S-6EL24 on 12-23-96, Accession
                    Number 0000897899-96-000017, CIK 0000897899 and incorporated
                    herein by reference.)

          (3)  (b)  Specimens of Selling Agreements.* (Filed as part of
                    SELECT*Life Variable Account S-6EL24 on 12-23-96, Accession
                    Number 0000897899-96-000017, CIK 0000897899 and incorporated
                    herein by reference.)

          (4)  Not applicable.


          (5)  (a)  Form of Policy

          (5)  (b)  Accelerated Benefit Rider

          (5)  (c)  Children's Insurance Rider

          (5)  (d)  Additional Insured Rider

          (5)  (e)  Insured's Cost of Living Rider

          (5)  (f)  Waiver of Monthly Deduction Rider

          (5)  (g)  Accidental Death Benefit Rider

          (5)  (h)  Waiver of Specified Premium Rider

          (5)  (i)  Term Insurance Rider

          (5)  (j)  Extended Death Benefit Guarantee Rider


          (6)  (a)  Amended Articles of Incorporation of ReliaStar Life.* (Filed
                    as part of SELECT*Life Variable Account S-6EL24 on 12-23-96,
                    Accession Number 0000897899-96-000017, CIK 0000897899 and
                    incorporated herein by reference.)


                                      II-3





          (6)  (b)  Amended By-Laws of ReliaStar Life.* (Filed as part of
                    SELECT*Life Variable Account S-6EL24 on 12-23-96, Accession
                    Number 0000897899-96-000017, CIK 0000897899 and incorporated
                    herein by reference.)


          (7)  Not applicable.


          (8)  (a)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund and Fidelity Distributors Corporation and
                    Amendments Nos. 1-8. (Filed as part of SELECT*Life Variable
                    Account S-6EL24 on 12-23-96, Accession Number
                    0000897899-96-000017, CIK 0000897899 and incorporated herein
                    by reference.)

          (8)  (b)  Amendment to Participation Agreement with Fidelity's
                    Variable Insurance Products Fund and Fidelity Distributors
                    Corporation. (To be filed by pre-effective amendment.)

          (8)  (c)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund II and Fidelity Distributors Corporation and
                    Amendments Nos. 1-7. (Filed as part of SELECT*Life Variable
                    Account S-6EL24 on 12-23-96, Accession Number
                    0000897899-96-000017, CIK 0000897899 and incorporated herein
                    by reference.)

          (8)  (d)  Amendment to Participation Agreement with Fidelity's
                    Variable Insurance Products Fund II and Fidelity
                    Distributors Corporation. (To be filed by pre-effective
                    amendment.)

          (8)  (e)  Form of Service Agreement and Contract between ReliaStar
                    Life Insurance Company, WSSI, and Fidelity Investments
                    Institutional Operations Company and Distributors
                    Corporation dated January 1, 1997.* (Filed in S-6EL24/A on
                    March 31, 1997, File No. 333-18517, and incorporated herein
                    by reference.)

          (8)  (f)  Participation Agreement with Putnam Capital Manager Trust
                    and Putnam Mutual Funds Corp. and Amendments Nos. 1-2.*
                    (Filed in S-6EL24 on December 23, 1996, File No. 333-18517,
                    and incorporated herein by reference.)

          (8)  (g)  Form of Service Agreement by and between ReliaStar Life
                    Insurance Company and Janus Capital Corporation.* (Filed in
                    485BPOS on August 4, 1997, File No. 2-95392 and incorporated
                    herein and by reference.)

          (8)  (h)  Form of Service Agreement by and between ReliaStar Life
                    Insurance Company and Fred Alger Management, Inc.* (Filed in
                    485BPOS on August 4, 1997, File No. 2-95392 and incorporated
                    herein and by reference.)

          (8)  (i)  Form of Service Agreement by and between ReliaStar Life
                    Insurance Company and OpCap Advisors.* (Filed in 485BPOS on
                    August 4, 1997, File No. 2-95392 and incorporated herein and
                    by reference.)

          (8)  (j)  Form of Service Agreement by and between ReliaStar Life
                    Insurance Company and Neuberger&Berman Management
                    Incorporated ("NBMI").* (Filed in 485BPOS on August 4, 1997,
                    File No. 2-95392 and incorporated herein and by reference.)

          (8)  (k)  Form of Participation Agreement by and among ReliaStar Life
                    Insurance Company, Neuberger&Berman Advisers Management
                    Trust, Advisers Managers Trust and NBMI.* (Filed in 485BPOS
                    on August 4, 1997, File No. 2-95392 and incorporated herein
                    and by reference.)

          (8)  (l)  Form of Participation Agreement by and between ReliaStar
                    Life Insurance Company and Janus Aspen Series.* (Filed in
                    485BPOS on August 4, 1997, File No. 2-95392 and incorporated
                    herein and by reference.)

          (8)  (m)  Form of Participation Agreement by and between ReliaStar
                    Life Insurance Company and Fred Alger Management, Inc.,*
                    (Filed in 485BPOS on August 4, 1997, File No. 2-95392 and
                    incorporated herein and by reference.)

          (8)  (n)  Form of Participation Agreement by and between ReliaStar
                    Life Insurance Company and OpCap Advisors.* (Filed in
                    485BPOS on August 4, 1997, File No. 2-95392 and incorporated
                    herein and by reference.)


                                      II-4




          (9)  Not applicable.


         (10)  (a)  Policy Application Form. (To be filed by pre-effective
                    amendment.)

               (b)  Supplement to Policy Application Form. (To be filed by
                    pre-effective amendment.)


     2.   Opinion and consent of Stewart D. Gregg, Esquire, as to the legality
          of the Securities being registered. See EX-99.2.

     3.   Not applicable.

     4.   Not applicable.

          EX-99.C1.   Auditors' Consent. To be filed by pre-effective amendment.

          EX-99.C2.   Not applicable.

          EX-99.C3.   Not applicable.

          EX-99.C4.   See EX-99.2.

          EX-99.C5.   Not applicable.

          EX-99.C6.   Actuarial Opinion and Consent.

          EX-99.D1.   Memorandum describing the Company's issuance, transfer and
                      redemption procedures for the Policies and the Company's
                      procedure for conversion to a fixed benefit policy.

          EX-24.      Powers of Attorney.

                      Powers of Attorney.

                      Richard R. Crowl
                      Michael J. Dubes
                      John H. Flittie
                      Wayne R. Huneke
                      Mark S. Jordahl
                      Kenneth U. Kuk
                      Susan W. A. Mead
                      William R. Merriam
                      James R. Miller
                      Robert C. Salipante
                      John G. Turner


                                      II-5