As filed with the Securities and Exchange Commission on October 28, 1999

Registration No.333- ______

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

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

TITANIUM UNIVERSAL LIFE VARIABLE ACCOUNT
(Exact name of trust)

UNITED INVESTORS LIFE INSURANCE COMPANY
(Name of depositor)

2001 Third Avenue South
Birmingham, Alabama 35233
(Complete address of depositor's principal executive offices)

(Name and complete address
of agent for service) Copy to:

John H. Livingston, Esq. Frederick R. Bellamy, Esq.
United Investors Life Insurance Company Sutherland Asbill & Brennan LLP
2001 Third Avenue South 1275 Pennsylvania Avenue, N.W.
Birmingham, Alabama 35233 Washington, D.C. 20004-2415

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

Securities Being Offered: Flexible Premium Variable Life Insurance Policies

The Registrant hereby amends this Registration Statement on such dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment that 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.

PART I

Prospectus
February 1, 2000

Please read this prospectus carefully before investing, and keep it for
future reference. It contains important information about the Titanium Investor
variable life insurance policy, which is issued by:

United Investors Life Insurance Co.
2001 Third Avenue South
Birmingham, Alabama 35233

The SEC maintains an Internet website (http://www.sec.gov) that contains
material incorporated by reference into this prospectus and other information.

Variable life insurance policies involve certain risks, and you may lose
some or all of your investment.

. We do not guarantee how any of the subaccounts will perform.

. The policy is not a deposit or obligation of any bank, and no bank endorses
or guarantees the policy.

. Neither the U.S. Government nor any Federal agency insures your investment
in the policy.

There is no guaranteed cash surrender value for amounts allocated to the
variable subaccounts. If the net cash surrender value (the cash surrender value
reduced by any loan balance) is insufficient to cover the charges due under the
policy, the policy may terminate without value.

Neither the SEC nor any state securities commission has approved or disapproved
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

TITANIUM INVESTOR(SM)
VARIABLE UNIVERSAL LIFE INSURANCE

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
issued by
United Investors Life Insurance Company
through
Titanium Universal Life Variable Account

The policy offers 30 funding choices--one fixed account (paying a
guaranteed minimum fixed rate of interest) and 29 variable subaccounts which
invest in the following mutual fund portfolios:

AIM Variable Insurance Funds, Inc.
. AIM V.I. Capital Appreciation Fund
. AIM V.I. Growth Fund
. AIM V.I. Growth and Income Fund
. AIM V.I. International Equity Fund
. AIM V.I. Value Fund

The Alger American Fund
. Alger American Growth
. Alger American Income and Growth
. Alger American Leveraged AllCap
. Alger American MidCap Growth
. Alger American Small Capitalization

BT Insurance Funds Trust
. EAFE(R) Equity Index Fund
. Small Cap Index Fund

Fidelity Variable Insurance Products Fund
. Fidelity VIP Equity Income
. Fidelity VIP Growth
. Fidelity VIP Growth and Income
. Fidelity VIP Growth Opportunities
. Fidelity VIP High Income
. Fidelity VIP Money Market
. Fidelity VIP Overseas

Fidelity Variable Insurance Products Fund II
. Fidelity VIP II Balanced
. Fidelity VIP II Contrafund
. Fidelity VIP II Fund
. Fidelity VIP II Index 500

INVESCO Variable Investment Funds, Inc.
. INVESCO VIF- Equity Income Fund
. INVESCO VIF- Technology Fund
. INVESCO VIF- Utilities Fund

Strong Variable Insurance Funds, Inc.
. Strong Discovery Fund II
. Strong Mid Cap Growth Fund II
. Strong Opportunity Fund II

Table of Contents
- --------------------------------------------------------------------------------

Summary .................................................................. 1
The Policy ............................................................. 1
Payment of Premiums .................................................... 1
Funding Choices ........................................................ 1
Charges and Deductions ................................................. 2
Taxes .................................................................. 4
Cash Benefits .......................................................... 4
Death Benefit .......................................................... 4
Termination ............................................................ 4
Other Information ...................................................... 5
Inquiries .............................................................. 5

Titanium Universal Life Variable Account ................................. 6
The Portfolios. ........................................................ 6
Fund Management and Fees ............................................... 8

Fixed Account ............................................................ 9

The Policy ............................................................... 9
Applying for a Policy .................................................. 9
"Free Look" Right to Cancel the Policy ................................. 9
Premiums ............................................................... 10
Transfers .............................................................. 12
Dollar-Cost Averaging .................................................. 12
Automatic Asset Rebalancing.............................................. 13
Surrender of the Policy ................................................ 13
Withdrawals ............................................................ 13
Loan Benefits .......................................................... 13
Requesting Payments .................................................... 14
Policy Changes ......................................................... 15
Reports to Owners ...................................................... 15
Other Policy Provisions ................................................ 16
Assignment and Change of Owner ......................................... 16

Death Benefits ........................................................... 17
Amount of Death Benefit Payable ........................................ 17
Death Benefit Options .................................................. 17
Adjustable Term Insurance Rider and Target Face Amount ................. 18
Changing the Death Benefit Option ...................................... 19
Changing the Face Amount ............................................... 19
Effect of Withdrawals on the Death Benefit ............................. 20
Beneficiary ............................................................ 20
Supplemental Benefits .................................................. 20

Charges and Deductions ................................................... 21
Premium Expense Charges ................................................ 22
Mortality and Expense Risk Charge ...................................... 22
Monthly Deduction ...................................................... 22
Surrender Charge ....................................................... 23
Transaction Charges .................................................... 24
Other Charges .......................................................... 24

Cost of Insurance ...................................................... 25
Reduction in Charges for Certain Groups ................................ 25

Policy Values ............................................................ 26
Policy Value ........................................................... 26
Variable Account Value ................................................. 26
Fixed Account Value .................................................... 28

Tax Considerations ....................................................... 28
Introduction ........................................................... 28
Tax Status of the Policy ............................................... 29
Tax Treatment of Policy Benefits ....................................... 29
Taxation of United Investors ........................................... 31
Employment-Related Benefit Plans ....................................... 31

Other Information ........................................................ 32
United Investors Life Insurance Company ................................ 32
Sale of the Policies ................................................... 32
Changing the Variable Account .......................................... 32
Voting of Portfolio Shares ............................................. 32
Addition, Deletion, or Substitution of Investments ..................... 33
Other Information ...................................................... 34
Litigation ............................................................. 34
Legal Matters .......................................................... 34
Experts ................................................................ 34
Financial Statements ................................................... 34

Appendix A: Hypothetical Illustrations ................................... 35
Appendix B: Directors and Officers of United Investors ................... 44
Appendix C: Glossary ..................................................... 45
Appendix D: Financial Statements ......................................... F-1

________________________________________________________________________________

This prospectus generally describes only the variable portion of the policy,
except where the fixed account is specifically mentioned.

Buying this policy might not be a good way of replacing your existing insurance
or adding more insurance if you already own a flexible premium variable life
insurance policy.

Certain terms and phrases used in this prospectus are explained in Appendix C.

iii

Summary
- --------------------------------------------------------------------------------

This is a summary of some of the more important points that you should know
and consider before purchasing the Titanium Investor variable life insurance
policy.

The Policy

The Titanium Investor variable life insurance policy is an individual
flexible premium variable life insurance policy issued by United Investors Life
Insurance Company. Among other things, the policy:

(a) provides insurance protection on the life of the insured until the policy's
maturity date.

(b) allows you to vary the amount and timing of the premiums you pay and to
change the amount of the death benefit payable under the policy.

(c) provides the opportunity for cash value build-up on a tax-deferred basis,
depending on investment performance of the underlying mutual fund
portfolios. However, there is no guaranteed policy value and you bear the
risk of poor investment performance.

(d) permits you to borrow against the policy value, to make withdrawals, or to
surrender the policy completely. Loans and withdrawals will affect the
policy value and may affect the death benefit and termination of the
policy. Loans, withdrawals and surrenders may be taxable and subject to a
10% tax penalty before age 59-1/2.

In addition to providing life insurance, the policy provides a means of
investing for your retirement or other long-term purposes. Tax deferral allows
the entire amount you have invested (net of charges) to remain in the policy
where it can continue to produce an investment return. Therefore, your money
could grow faster than in a comparable taxable investment where current income
taxes would be due each year.

You may divide your Titanium Investor policy value among the fixed account
and 29 variable subaccounts which invest in specified portfolios of underlying
mutual funds. We guarantee the principal and a minimum interest rate you will
receive from the fixed account. However, the value of what you allocate to the
variable subaccounts is not guaranteed. Instead, your investment in the variable
subaccounts will go up or down with the performance of the particular mutual
fund portfolios you select (and the deduction of charges). You will lose money
on policy value allocated to the variable subaccounts if performance is not
sufficiently positive to cover the charges under the policy.

Payment of Premiums

Although you select a premium payment plan, you are not required to follow
it. (The minimum initial premium and planned premium depend on age, sex, and
risk class of the insured, on the face amount of the policy, and on any
supplemental benefit riders to the policy.) Within limits, you can vary the
frequency and amount of premium payments and can skip planned premiums. However,
extra premiums may be required to prevent policy termination under certain
circumstances.

Funding Choices

We deduct premium expense charges from each premium payment, and then we
allocate the net premium among the variable subaccounts and the fixed account
according to your written instructions.

You may allocate each premium (and your existing policy value) among
variable subaccounts which invest in the following 29 mutual fund portfolios:

AIM Variable Insurance Funds, Inc.
. AIM V.I. Capital Appreciation Fund
. AIM V.I. Growth Fund
. AIM V.I. Growth and Income Fund
. AIM V.I. International Equity Fund
. AIM V.I. Value Fund

The Alger American Fund
. Alger American Growth Portfolio
. Alger American Income and Growth Portfolio
. Alger American Leveraged AllCap Portfolio
. Alger American MidCap Growth Portfolio
. Alger American Small Capitalization

BT Insurance Funds Trust
. EAFE(R) Equity Index Fund
. Small Cap Index Fund

Fidelity Variable Insurance Products Fund
. Fidelity VIP Equity Income

. Fidelity VIP Growth
. Fidelity VIP Growth and Income
. Fidelity VIP Growth Opportunities
. Fidelity VIP High Income
. Fidelity VIP Money Market
. Fidelity VIP Overseas

Fidelity Variable Insurance Products Fund II
. Fidelity VIP II Balanced
. Fidelity VIP II Contrafund
. Fidelity VIP II Fund
. Fidelity VIP II Index 500

INVESCO Variable Investment Funds, Inc.
. INVESCO VIF- Equity Income Fund
. INVESCO VIF- Technology Fund
. INVESCO VIF- Utilities Fund

Strong Variable Insurance Funds, Inc.
. Strong Discovery Fund II
. Strong Mid Cap Growth Fund II
. Strong Opportunity Fund II

You may also allocate each premium (and your existing policy value) to the
fixed account. We guarantee your fixed account allocation will earn at least
3.5% interest per year.

Charges and Deductions

We deduct a 2.5% premium expense charge from each premium payment for state
and local taxes and a 1.5% premium expense charge for the estimated cost of the
federal income tax treatment of deferred acquisition costs. In addition, we
deduct a 4% sales charge from each premium payment, until premiums paid equal 10
Target premiums (or the premiums paid allocated to an increase in the policy's
base face amount equal 10 Target premiums for the increase).

We also make certain periodic deductions from your policy value. Each
month, we deduct a "monthly deduction" from your policy value, which is the sum
of the following:

(a) the cost of insurance charge;

(b) the initial policy charge ($20 per month for the first 12 months);

(d) any supplemental benefit or rider charges.

Each day, we deduct a charge from the assets in the variable subaccounts
for certain mortality and expense risks we bear under the policy. This charge is
at an effective annual rate of 0.75% of those assets during the first ten policy
years, .50% during the second ten policy years, and 0.25% thereafter. We
guarantee not to increase this mortality and expense risk charge above these
annual rates.

We deduct a surrender charge from the policy value upon a full surrender
before the 14th policy anniversary (or the 14th anniversary of any increase in
the policy's base face amount). The surrender charge consists of two charges:
the administrative surrender charge and the sales surrender charge.

The administrative surrender charge is $4 per $1,000 of base face amount
for the first 9 policy years (or for the 9 years following an increase in the
policy's base face amount), and then decreases annually to zero at the 14th
policy anniversary.

The sales surrender charge for the first 2 policy years (or for the 2 years
following an increase in the policy's base face amount) is:

. 26% of premium paid up to one target premium, plus

. 6% of premium paid above one target up to two target premiums, plus

. 5% of premium paid above two target premiums.

The sales surrender charge for policy years 3 through 9 (or for years 3
through 9 following an increase in the policy's base face amount) is:

. 46% of premium paid up to one target premium, plus

. 44% of premium paid above one target up to two target premiums.

The sales surrender charge then decreases annually to zero at the 14th
policy anniversary.

In addition, investment management fees, operating expenses, and in some
cases 12b-1 fees are deducted from each portfolio of the underlying mutual
funds. See the table below for a summary of these portfolio expenses for the
last year.

Portfolio Annual Expenses/(1)/
(% of net assets of the portfolio)

- ------------------------------------------------------------------------------------------------------------
Management 12b-1 Other Total Portfolio
Portfolio Fee Fees Expenses Expenses
- ------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
. AIM V.I. Capital Appreciation Fund
. AIM V.I. Growth Fund
. AIM V.I. Growth and Income Fund
. AIM V.I. International Equity Fund
. AIM V.I. Value Fund
- ------------------------------------------------------------------------------------------------------------
The Alger American Fund
. Alger American Growth Portfolio
. Alger American Income and Growth Portfolio
. Alger American Leveraged AllCap Portfolio
. Alger American MidCap Growth Portfolio
. Alger American Small Capitalization Portfolio
- ------------------------------------------------------------------------------------------------------------
BT Insurance Funds Trust
. EAFE(R) Equity Index Fund
. Small Cap Index Fund
- ------------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund
. Fidelity VIP Equity Income
. Fidelity VIP Growth
. Fidelity VIP Growth and Income
. Fidelity VIP Growth Opportunities
. Fidelity VIP High Income
. Fidelity VIP Money Market
. Fidelity VIP Overseas
- ------------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II
. Fidelity VIP II Balanced
. Fidelity VIP II Contrafund
. Fidelity VIP II Fund
. Fidelity VIP II Index 500
- ------------------------------------------------------------------------------------------------------------
INVESCO Variable Investment Funds, Inc.
. INVESCO VIF- Equity Income Fund
. INVESCO VIF- Technology Fund
. INVESCO VIF- Utilities Fund
- ------------------------------------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc.
. Strong Discovery Fund II
. Strong Mid Cap Growth Fund II
. Strong Opportunity Fund II
- ------------------------------------------------------------------------------------------------------------

/(1)/ These expenses are deducted directly from the assets of the underlying
mutual fund portfolios and therefore reduce their net asset value. The expenses
shown are those incurred for the year ended December 31, 1998. Current or future
expenses may be greater or less than those shown. The investment adviser of each
underlying mutual fund supplied the above information, and we have not
independently verified it. See the underlying mutual funds' prospectuses for
more complete information.

We also deduct a portion of the surrender charge if you reduce the base
face amount of the policy, or if a withdrawal causes the base face amount to be
reduced.

There is also a $25 transaction charge for transactions in excess of the
following limits:

. each withdrawal after the 1st in a policy year (the charge is limited to 2%
of the withdrawal);

. each transfer between subaccounts and/or the fixed account after the 12th
in a policy year;

. each requested policy illustration after the 1st in a policy year.

Taxes

We intend for the policy to satisfy the definition of life insurance under
the Internal Revenue Code. Therefore, the death benefit generally should be
excludable from the gross income of its recipient. Similarly, you should not be
deemed to be in constructive receipt of the policy value, and therefore should
not be taxed on increases in the policy value until you take out a loan or
withdrawal, surrender the policy, or we pay the maturity benefit. Under certain
circumstances, a policy could be treated as a modified endowment contract. See
"Tax Considerations" for a discussion of when distributions, such as
withdrawals, surrenders and loans, from policy value could be subject to Federal
income tax and penalty tax.

Cash Benefits

Your policy value is the sum of the amounts allocated to the variable
subaccounts (variable account value) and the amount allocated to the fixed
account (fixed account value). The cash surrender value (the policy value less
any applicable surrender charge) may be substantially less than the premiums
paid.

Policy Loans. You may take loans in aggregate amounts of up to 90% of the
policy's cash surrender value. Policy loans reduce the amount available for
allocations and transfers.

Full Surrender. You may surrender the policy at any time for its net cash
surrender value. The net cash surrender value is the cash surrender value less
any loan balance.

Withdrawal. You generally may make a withdrawal from the net cash surrender
value at any time during the insured's life, provided that the policy has
sufficient net cash surrender value remaining.

Death Benefit

You must select one of two death benefit options under the policy:

(a) Option A: the greater of the policy's base face amount or a multiple of its
policy value; or

(b) Option B: the greater of (i) the policy's base face amount plus its policy
value or (ii) a multiple of its policy value.

The total death benefit equals the base death benefit above, plus any amounts
provided by the adjustable term insurance rider and any other riders payable on
the death of the insured.

Subject to certain limits, you may change the policy's face amount and
death benefit.

The policy's no-lapse guarantee feature will keep the policy in force
during the first three policy years even if there is insufficient cash surrender
value to pay the cost of insurance and other periodic charges. The no-lapse
guarantee remains effective during the first three policy years so long as
cumulative premiums paid on the policy, less gross withdrawals and any
outstanding loan balance, equals or exceeds the cumulative no-lapse monthly
premiums for the number of months the policy has been in force.

An optional death benefit guarantee rider is available, which allows you to
choose one of two guarantee periods at the time of application:

. to the later of the insured's age 65 or 10 years, or

. for the lifetime of the insured, or to the maturity date.

Each guarantee period requires the payment of higher premiums, and the guarantee
does not apply to any rider benefits. As long as the guarantee is in force, we
will deduct a monthly charge for the rider from your policy value. This optional
benefit rider is not available in all states.

Termination

There is no minimum guaranteed policy value. The policy value may decrease
if the investment performance of the variable subaccounts (to which

policy value is allocated) is not sufficiently positive to cover the charges
deducted under the policy.

If the net cash surrender value (based on the policy value) becomes
insufficient to cover the monthly deduction when due, and the no-lapse guarantee
or an optional death benefit guarantee is not in effect, the policy will
terminate without value after a grace period, even if all planned premiums have
been paid in full and on schedule. Additional premium payments will be necessary
during the grace period to keep the policy in force if this occurs.

Other Information

Free Look: For a limited time after the policy's effective date, you may
cancel the policy and receive a full refund of all premiums paid.

Supplemental Benefits: Your policy may have one or more supplemental
benefits which are attached to the policy by rider. Each is subject to its own
requirements as to eligibility and additional cost. In addition to the optional
death benefit guarantee rider previously described, other benefits currently
available under the policy are:

. accelerated death benefit rider;
. accidental death benefit rider;
. additional insured term insurance rider;
. adjustable term insurance rider;
. change of person insured rider;
. children's term insurance rider;
. disability waiver of monthly deductions rider;
. disability waiver of specified premium rider; and
. option to purchase additional insurance rider.

Other supplemental benefits may also be available, and all benefits may not
be available in all states.

Transfers: Within certain limits, you may transfer all or part of your
policy value among the variable subaccounts and the fixed account.

Dollar-Cost Averaging: You may have automatic monthly transfers of a
predetermined dollar amount made from the fixed account or any subaccount to
other variable subaccounts. Certain minimums and other restrictions apply.

Automatic Asset Rebalancing: You may have automatic transfers occur at
selected intervals that will match your policy value allocation between
subaccounts to your allocation percentage for new premiums. Certain minimums and
other restrictions apply.

Illustrations: Sample projections of hypothetical death benefits and policy
values are in Appendix A to this prospectus. These projections may help you:

(a) understand (i) the long-term effects of different levels of investment
performance and (ii) the charges and deductions under the policy; and

(b) compare the policy to other life insurance policies.

The projections also show the value of the annual premiums accumulated with
interest and demonstrate that the policy value may be low (compared to the
premiums plus accumulated interest) if the policy is surrendered in the early
policy years. Therefore, the policy should not be purchased as a short-term
investment.

Financial Information: Our financial statements are in Appendix D to this
prospectus.

Inquiries

If you have questions about your policy or need to make changes, contact
your financial representative who sold you the policy, or contact us at:

United Investors Life Insurance Company
Administrative Office
2001 Third Avenue South (35233)
P.O. Box 10287
Birmingham, Alabama 35202-0287
Telephone: (800)xxx-xxxx

________________________________________________________________________________

The policy is not available in all states. This prospectus does not offer
the policies in any jurisdiction where they cannot be lawfully sold. You should
rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with information
that is different.

NOTE: Because this is a summary, it does not contain all the information
that may be important to you. You should read this entire prospectus and the
underlying mutual funds' prospectuses carefully before investing.

Titanium Universal Life Variable Account
- --------------------------------------------------------------------------------

The variable subaccounts are divisions of the Titanium Universal Life
Variable Account (the "Variable Account"). We established the Variable Account
as a segregated asset account on September 15, 1999. The Variable Account will
receive and invest the premiums allocated to the variable subaccounts. Our
Variable Account is currently divided into 29 subaccounts. Each subaccount
invests exclusively in shares of a single mutual fund portfolio. Income, gains
and losses arising from the assets of each subaccount are credited to or charged
against that subaccount without regard to income, gains or losses from any other
subaccount of the Variable Account or arising out of any other business we may
conduct.

The assets in the Variable Account are our property. However, the assets
allocated to the variable subaccounts under the policy are not chargeable with
liabilities arising out of any other business that we may conduct.

The Variable Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). It meets the
definition of a "separate account" under the Federal securities law. However,
the SEC does not supervise the management or investment practices or policies of
the Variable Account or us.

The Portfolios

Each subaccount of the Variable Account invests exclusively in shares of a
particular mutual fund portfolio. The assets of each portfolio are separate from
the assets of the other portfolios. Thus, each portfolio operates separately,
and the income, gains, or losses of one portfolio have no effect on the
investment performance of any other portfolio.

The investment objectives and policies of each mutual fund portfolio are
summarized below. There is no assurance that any of the portfolios will achieve
their stated objectives. More detailed information, including a description of
risks, is in the prospectuses of the portfolios which accompany this prospectus.

The following 29 mutual fund portfolios are currently offered to policy
owners through the subaccounts of the Variable Account:

- ----------------------------------------------------------------------------------------
Portfolio Investment Objective and Certain Policies
- ----------------------------------------------------------------------------------------

AIM V.I. Capital
Appreciation Fund
- ----------------------------------------------------------------------------------------
AIM V.I.
Growth Fund
- ----------------------------------------------------------------------------------------
AIM V.I. Growth and
Income Fund
- ----------------------------------------------------------------------------------------
AIM V.I.
International Equity
- ----------------------------------------------------------------------------------------
AIM V.I.
Value Fund
- ----------------------------------------------------------------------------------------
Alger American
Growth
- ----------------------------------------------------------------------------------------
Alger American
Income and Growth
- ----------------------------------------------------------------------------------------
Alger American
Leveraged AllCap
- ----------------------------------------------------------------------------------------
Alger American
MidCap Growth
- ----------------------------------------------------------------------------------------

Alger American
Small Capitalization
- ----------------------------------------------------------------------------------------
BT Funds Trust
EAFE(R) Equity Index
- ----------------------------------------------------------------------------------------
BT Funds Trust
Small Cap Index
- ----------------------------------------------------------------------------------------
Fidelity VIP
Equity Income
- ----------------------------------------------------------------------------------------
Fidelity VIP
Growth
- ----------------------------------------------------------------------------------------
Fidelity VIP
Growth and Income
- ----------------------------------------------------------------------------------------
Fidelity VIP
Growth Opportunities
- ----------------------------------------------------------------------------------------
Fidelity VIP
High Income
- ----------------------------------------------------------------------------------------
Fidelity VIP
Money Market
- ----------------------------------------------------------------------------------------
Fidelity VIP
Overseas
- ----------------------------------------------------------------------------------------
Fidelity VIP II
Balanced
- ----------------------------------------------------------------------------------------
Fidelity VIP II
Contrafund
- ----------------------------------------------------------------------------------------
Fidelity VIP II
Fund
- ----------------------------------------------------------------------------------------
Fidelity VIP II
Index 500
- ----------------------------------------------------------------------------------------
INVESCO VIF-
Equity Income
- ----------------------------------------------------------------------------------------
INVESCO VIF-
Technology Fund
- ----------------------------------------------------------------------------------------
INVESCO VIF-
Utilities
- ----------------------------------------------------------------------------------------
Strong Discovery Fund
II
- ----------------------------------------------------------------------------------------
Strong Mid Cap Growth
Fund II
- ----------------------------------------------------------------------------------------
Strong Opportunity
Fund II
- ----------------------------------------------------------------------------------------

Each mutual fund portfolio is designed to provide an investment vehicle for
variable annuity and variable life insurance contracts issued by various
insurance companies. For more information about the risks associated with the
use of the same funding vehicle for both variable annuity and variable life
insurance contracts of various insurance companies, see the prospectuses of the
portfolios which accompany this prospectus.

These mutual fund portfolios are not available for purchase directly by the
general public, and are not the same as other mutual fund portfolios with very
similar or nearly identical names that are sold directly to the public. However,
the investment objectives and policies of certain portfolios available under the
policy are very similar to the investment objectives and policies of other
portfolios that are or may be managed by the same investment adviser or manager.
Nevertheless, the investment performance and results of the portfolios available
under the policy may be lower, or higher, than the investment results of such
other (publicly available) portfolios. There can

be no assurance, and no representation is made, that the investment results of
any of the portfolios available under the policy will be comparable to the
investment results of any other mutual fund portfolio, even if the other
portfolio has the same investment adviser or manager and the same investment
objectives and policies, and a very similar name.

We may receive payments or revenues from some or all of the mutual fund
portfolios or their investment advisers. The amount we receive may depend on how
much of our policy value is invested in the applicable portfolios.

Fixed Account
- --------------------------------------------------------------------------------

The funding choice guaranteeing your principal and a minimum fixed rate of
interest is called the "fixed account." It is not registered under the
Securities Act of 1933, and it is not registered as an investment company under
the Investment Company Act of 1940. Accordingly, neither the fixed account nor
any interests therein are subject to the provisions or restrictions of these
Federal securities laws, and the disclosure regarding the fixed account has not
been reviewed by the staff of the SEC.

The fixed account is part of our general account assets. It is not a
separate account. Amounts allocated to the fixed account are credited with
interest at rates determined in our sole discretion, but in no event will
interest credited on these amounts be less than an effective annual rate of
3.5%. The current interest rate is the guaranteed minimum interest rate plus any
excess interest rate. The current interest rate is determined periodically. The
current interest rate will be guaranteed for at least a one-year period. You
assume the risk that interest credited may not exceed the guaranteed minimum
rate of 3.5% per year. We may credit interest at a rate in excess of 3.5% per
year, but any excess interest credited will be determined in our sole
discretion. The policy owner assumes the risk that interest credited to the
fixed account may not exceed 3.5% per year. The fixed account may not be
available in all states.

Our general account assets are used to support our insurance and annuity
obligations other than those funded by separate accounts. Subject to applicable
law, we have sole discretion over the investment of the assets of the fixed
account.

As the policy owner, you determine the allocation of policy value to the
fixed account. There are significant limits on your right to transfer policy
value into and out of the fixed account. (See "Transfers.")

The Policy
- --------------------------------------------------------------------------------

Applying for a Policy

To purchase a policy, you must complete an application, submit it to our
administrative office (at the address listed on page 5 of this prospectus), and
pay an initial premium which varies by age, sex and risk class. (See "Premiums"
below.) The initial premium must be paid prior to the policy's effective date.
(We will only accept a premium that complies with our underwriting rules.)
Coverage becomes effective as of the policy's effective date. If the proposed
insured dies before the policy's effective date, our sole obligation will be to
return the premium paid plus any interest earned on it (unless a temporary
insurance agreement is in effect).

Generally, we will issue a policy covering an insured up to attained age 75
(on the policy's effective date) if evidence of insurability satisfies our
underwriting rules. Evidence of insurability may include, among other things, a
medical examination of the insured. We may, in our sole discretion, issue a
policy covering an insured over age 75. We reserve the right not to accept an
application for any lawful reason.

"Free Look" Right to Cancel the Policy

During the "free look" period, you may cancel your policy and receive a
refund of all premiums paid. The "free look" period expires the later of:

(a) 20 days after you receive your policy; or

(b) 45 days after you sign the application for the policy.

Some states may require a longer period or a different refund amount. In
order to cancel the policy, you must return it by mail or other delivery before
the end of the "free look" period to our administrative office or to the agent
who sold it to you.

Premiums

The premium amounts sufficient to fund a policy depend on a number of
factors, such as:

(a) the age, sex and risk class of the proposed insured;

(b) the face amount of the policy;

(d) the investment performance of the portfolios you choose.

The initial premium must be at least equal to the no-lapse monthly premium.
After the initial premium is paid, additional premiums may be paid in any amount
and at any time. We may require that any additional premiums be at least a
specified amount. We will give you 90 days' advance written notice if we
establish such a minimum.

Total premiums paid in a policy year may not exceed guideline premium
limitations for life insurance set forth in the Internal Revenue Code. We
reserve the right to reject any premium that would result in the policy being
disqualified as life insurance under the Code and will refund any rejected
premium. (See "Tax Considerations.")

Planned Premiums. When you apply for a policy, you select a quarterly,
semi-annual or annual premium payment plan. You may also arrange for premiums to
be paid monthly via automatic deduction from your checking account or other
payment methods approved by us. You are not required to pay premiums in
accordance with this premium plan; rather, you can pay more or less than planned
premiums (subject to the $25 minimum), or skip a planned premium entirely. You
can change the amount of planned premiums and payment arrangements, or switch
payment frequencies, whenever you want by providing satisfactory written
instructions to our administrative office. Such changes will be effective upon
our receipt of the instructions. If you increase the policy's face amount, then
a change in the amount of planned premiums may be advisable, depending on the
policy value at that time and the amount of the increase requested. (See
"Changing the Face Amount.")

Premiums to Prevent Termination. If you do not pay planned premiums or if
the investment performance of the policy's variable subaccounts is not
sufficient, your policy may terminate without value. Policy termination depends
on (i) whether the net cash surrender value is sufficient to cover the monthly
deduction when due and (ii) whether the no-lapse guarantee or an optional death
benefit guarantee is in effect.

If the no-lapse guarantee or an optional death benefit guarantee is not in
effect on a monthly processing date and either

(a) the net cash surrender value is less than the monthly deduction, or

(b) the loan balance exceeds the cash surrender value,

the policy will terminate without value unless additional premiums are paid.
(See "Monthly Deduction" and "No-Lapse Guarantee.") This can occur even if you
--------------------------
have paid all planned premiums in full and on time.
- --------------------------------------------------

You will have a 61-day grace period to pay a premium sufficient to cover
the monthly deduction. We will send notice of the amount required to be paid
during the grace period to your last known address (and to any assignee of
record). The grace period will begin when the notice is sent, and your policy
will remain in effect during the grace period. (See "Amount of Death Benefit
Payable" and "Effect of Policy Loan.") The payment required (called the "grace
period premium") will not exceed:

(a) the amount by which the loan balance exceeds the cash surrender value;
plus

(b) any accrued and unpaid monthly deductions as of the date of the
notice; plus

If the grace period premium has not been paid before the end of the 61-day
grace period, your policy will terminate. It will have no value, and no benefits
will be payable. (See "Other Policy Provisions" for a discussion of your
reinstatement rights.) If the insured should die during the grace period before
the grace period premium is paid, the death benefit will still be payable to the
beneficiary, although the amount paid will reflect a reduction for any monthly
deductions due on or before the date of the insured's death and for any loan
balance.

No-Lapse Guarantee. During the first three policy years, the policy will
continue in force so long as total premiums paid, less gross withdrawals and any
loan balance, are at least equal to the cumulative amount of no-lapse monthly
premiums for the number of policy months the policy has been in force. If this
requirement is met, the policy will remain in force regardless of the
sufficiency of net cash surrender value to cover monthly deductions. If the no-
lapse monthly premium changes after the policy's effective date, the total
premium amount required will be based on each no-lapse monthly premium amount
and the number of months for which each applies.

Optional Death Benefit Guarantee. An optional death benefit guarantee rider
is also available, that will extend the period during which the base face amount
will remain in effect even if your net cash surrender value is insufficient to
pay monthly deductions. The guarantee does not apply to any rider benefits,
including the adjustable term insurance rider, and these additional benefits may
lapse even though the base face amount remains in force. One of two guarantee
periods may be chosen when you apply for the policy:

(a) to the later of the insured's age 65 or 10 policy years, or

(b) for the lifetime of the insured, or to the maturity date.

Each guarantee requires the payment of premiums each month higher than the
no-lapse monthly premium. We include the higher required premium in your policy
for whichever guarantee period you choose, and will send revised policy pages if
the required premium changes due to a change in your benefits. At the end of the
first three years, and each monthly processing date thereafter, the guarantee
will not stay in effect unless total premiums paid, less gross withdrawals and
any loan balance, equals or exceeds the cumulative amount of required monthly
premiums for the number of policy months the policy has been in force. If the
death benefit guarantee rider terminates due to insufficient premium payments,
it may not be restored or reinstated by payment of additional premiums.

As long the death benefit guarantee rider is in force, we will deduct an
additional monthly charge for the guarantee from your policy value. This charge
is currently $0.005 per $1,000 of base face amount each month, and is guaranteed
not to exceed $0.01 per $1,000 of base face amount each month. This optional
benefit can only be added when we issue your policy, and is not available in all
states.

Crediting Premiums to the Policy. On the policy's effective date, the
initial net premium will be credited to the policy. Any additional premium
received will be credited to the policy on the date we receive it, or the next
business day thereafter.

Net Premium Allocations. When you apply for a policy, you specify the
percentage (from 0% to 100%) of net premium payments to be allocated to each
variable subaccount and to the fixed account. You can change the allocation
percentages at any time by sending satisfactory written instructions to our
administrative office. The change will apply to all premiums received after we
receive your instructions, unless you instruct otherwise. Net premium payment
allocations must be in percentages totaling 100%, and each allocation percentage
must be a whole number.

Transfers

At any time after the end of the "free look" period, you may transfer all
or part of your variable account value to one or more of the other variable
subaccounts or to the fixed account. There is a $25 charge for each transfer
after twelve in a policy year. You may transfer amounts from the fixed account
to one or more variable subaccounts only once each policy year. We also reserve
the right to limit the maximum amount you can transfer out of the fixed account
to the greater of:

(a) 25% of the prior policy anniversary's unloaned fixed account value; or

(b) the amount of the prior policy year's transfer.

The minimum amount that may be transferred out of a variable subaccount or
the fixed account is $100 or, if less, the policy value in the variable
subaccount or in the fixed account. The amount remaining must be at least $100,
or we will transfer the total value.

Transfer requests may be made by satisfactory written or telephone request
(if we have your written authorization for telephone requests on file). A
transfer will take effect on the date we receive the request at our
administrative office if it is received by 4:00 p.m. Eastern time; otherwise it
will take effect on the following business day. We may, however, defer transfers
under the same conditions that we may delay paying proceeds. (See "Requesting
Payments.") We reserve the right to modify, restrict, suspend or eliminate the
transfer privileges, including telephone transfer privileges, at any time, for
any reason.

We have the authority to honor any telephone transfer request believed to
be authentic. We employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. For example, you may be required to use a
personal identification number to initiate a telephone transfer. We will not be
liable for the consequences of a fraudulent telephone transfer request we
believe to be authentic. As a result, you bear the risk of loss arising from
such a fraudulent request if you give us authorization for telephone transfers.

Dollar-Cost Averaging

The dollar-cost averaging program permits you to systematically transfer an
amount from the fixed account or any variable subaccount to the other variable
subaccounts on a periodic basis prior to the policy's maturity date. The amount
transferred may be a specified dollar amount from each account, a percentage of
the value in each subaccount, or an amount determined from an ending date you
select, by reducing the value in each subaccount to zero over the specified
period. Dollar-cost averaging may occur on the same day of the month either
monthly, quarterly, semi-annually, or annually. The minimum automatic transfer
amount is $100. If the transfer is to be made to more than one variable
subaccount, a minimum of $25 must be transferred to each variable subaccount
selected.

The dollar-cost averaging method of investment is designed to reduce the
risk of making purchases only when the price of units is high, but you should
carefully consider your financial ability to continue the program over a long

enough period of time to purchase units when their value is low as well as when
it is high. Dollar-cost averaging does not assure a profit or protect against a
loss.

You may elect to participate in the dollar-cost averaging program at any
time by sending a written request to our administrative office. Once elected,
dollar-cost averaging remains in effect from the date we receive your request
until the value of the fixed account or subaccount you are transferring from is
depleted, or until you cancel your participation in the program by written
request or by telephone. There is no additional charge for dollar-cost
averaging. A transfer under this program is not counted as a transfer for
purposes of the 12 free transfers discussed above. We reserve the right to
modify or discontinue offering the dollar-cost averaging program at any time and
for any reason. A second method of dollar-cost averaging is for you to allocate
monthly premiums directly to the variable subaccounts you desire.

Automatic Asset Rebalancing

Automatic asset rebalancing allows you to set up transfers to occur at
selected intervals that will match your policy value allocation between
investment options to your pre-selected asset allocation percentages. After the
transfers, the ratio of the value in each investment option to the value for all
the investment options included in automatic rebalancing will equal the
percentages chosen by you for each investment option. You may change your
allocation percentages for automatic rebalancing at any time. Automatic
rebalancing may occur on the same day of the month either monthly, quarterly,
semi-annually, or annually. If you participate in both the dollar-cost averaging
program and automatic rebalancing at the same time, you cannot include any
investment options from which dollar-cost averaging transfers are being made in
the automatic rebalancing program.

Automatic asset rebalancing provides you with a method for maintaining a
consistent approach to investing your policy value over time, and simplifies
asset allocation among those investments that you and your advisor have
determined represent the appropriate mix at any particular time. You should
consider, however, that transfers will be made from investments which have
outperformed other investment options since the last reallocation of your policy
value to less successful investment options. Automatic rebalancing does not
assure a higher or lower investment return over short or long term horizons.

You may elect to participate in the automatic rebalancing program at any
time by sending a written request to our administrative office. Once elected,
automatic rebalancing remains in effect from the date we receive your request
until you cancel your participation in the program by written request or by
telephone. There is no additional charge for automatic rebalancing. A transfer
under this program is not counted as a transfer for purposes of the 12 free
transfers discussed above. We reserve the right to modify or discontinue
offering automatic rebalancing at any time and for any reason.

Surrender of the Policy

You may surrender your policy at any time for its net cash surrender value.
(See "Requesting Payments.") The net cash surrender value is the policy value
minus any surrender charge and minus any loan balance. A surrender charge may
apply. (See "Surrender Charge.") Your policy will terminate and cease to be in
force when it is surrendered. It cannot later be reinstated if it has been
surrendered for its net cash surrender value. Surrendering the policy may have
tax consequences. (See "Tax Considerations.")

Withdrawals

You may make withdrawals under your policy at any time during the insured's
life and before the policy has terminated. (See "Requesting Payments.") Requests
for withdrawals must be made in writing. The minimum withdrawal amount is $500.
The amount remaining after a withdrawal must be at least $500.

For each withdrawal after the first in a policy year, there is a
transaction charge equal to the lesser of $25 or 2% of the withdrawal amount. If
death benefit option A is in effect, a withdrawal may reduce the base face
amount of your policy. (See "Effect of Withdrawals on the Death Benefit.") A
portion of the surrender charge will be deducted

based on the amount of the decrease in base face amount caused by the
withdrawal. (See "Surrender Charge.") The amount of the withdrawal plus any
applicable surrender charge and transaction charge is called the gross
withdrawal.

When you request a withdrawal, you should tell us what funding choices the
policy value should be deducted from. If you provide no directions, the gross
withdrawal will be deducted from your policy value in the variable subaccounts
and the fixed account on a pro rata basis. Withdrawals may have tax
consequences. (See "Tax Considerations.")

Loan Benefits

You may borrow up to 90% of your cash surrender value at any time by
submitting a written request to our administrative office. (This percentage may
vary in some states.) The cash surrender value is the policy value less any
applicable surrender charge. Outstanding loans, including accrued interest,
reduce the amount available for new loans. The minimum loan amount is $100. Your
policy may terminate if the loan balance becomes greater than the cash surrender
value. (See "Premiums to Prevent Termination.") Policy loans may have income tax
consequences. (See "Tax Considerations.")

When a loan is made, an amount equal to the requested loan and any loan
interest must remain in the fixed account or be transferred from variable
subaccounts to the fixed account. The amount to be transferred will be deducted
from each variable subaccount in the same proportion that the value of each
variable subaccount bears to your variable account value unless you specify one
or more variable subaccounts from which the loan is to be made.

Interest. We will charge interest daily on any outstanding loan at an
effective annual rate of 4.75%. Interest is due and payable at the end of each
policy year while a loan is outstanding. Interest paid on a policy loan
generally is not tax-deductible. If, on any policy anniversary, interest accrued
since the last policy anniversary has not been paid, the amount of the interest
is added to the loan and becomes part of the outstanding loan balance. Interest
will be deducted from the variable subaccounts in the same proportion that the
value of each variable subaccount bears to your variable account value. On each
monthly processing date, the loaned amount will be credited with interest at a
minimum guaranteed effective annual rate of 4.0%.

We may also credit additional interest (currently up to an effective annual
rate of 0.75%) on any preferred loan amount. Preferred loans are available each
policy year following the tenth policy anniversary. The amount available as a
preferred loan is 10% of the net policy value, which is the policy value minus
any existing loan balance. The policy value will be determined at the time of
the loan. If you do not borrow the maximum preferred loan amount in a policy
year, the unused amount is not available to increase the preferred loan amount
in any subsequent policy year.

Loan Repayment. You may repay all or part of your loan balance at any time
while the insured is living and the policy is in force. Loan repayments must be
at least $200 each (or the outstanding loan balance, if less). Upon repayment of
the loan balance, the portion of the repayment allocated to a variable
subaccount will be transferred from the fixed account to increase the value in
that variable subaccount. The repayment will be allocated among the variable
subaccounts and the fixed account based on the instructions for net premium
allocations then in effect unless you give us other instructions. Any payment
received when a loan is outstanding will be treated as a premium unless you tell
us it is a loan repayment.

Effect of Policy Loan. A policy loan will affect your policy in several
ways over time, whether or not it is repaid, because the investment results of
the variable subaccounts may be less than or greater than the net interest rate
credited on the amount transferred to the fixed account securing the loan.
First, by comparison to a policy under which no loan has been made, your policy
value will be less if this fixed account net interest rate is less than the
investment return of the applicable variable subaccounts and greater if the
fixed account net interest rate is higher than the investment return of the
applicable variable subaccounts.

Second, if the death benefit becomes payable while a policy loan is
outstanding, the loan balance will be deducted in calculating the death benefit
proceeds.

Third, your policy will terminate if the loan balance exceeds the cash
surrender value on any monthly processing date and the no-lapse guarantee or an
optional death benefit guarantee is not in effect. We will send you, and any
assignee of record, notice of the termination. You will have a 61-day grace
period to pay a sufficient additional premium to avoid termination. If your
policy terminates, there may be tax consequences.

The tax treatment of the preferred loan amount is unclear, so consult your
tax advisor before taking a loan.

Requesting Payments

Written requests for payment must be sent to our administrative office or
given to an authorized United Investors agent for forwarding to this office. We
will ordinarily pay any death benefit, loan amount, withdrawal amounts or the
net cash surrender value within seven days after we receive at our
administrative office all the documents required for such a payment. Other than
the death benefit, which is determined as of the date of the insured's death,
the amount of any payment will be determined as of the date our administrative
office receives all required documents.

Telephone requests may be allowed by us in certain circumstances.

We may delay making a payment of any amount from the variable subaccounts
or processing a transfer request if:

(a) the disposal or valuation of the Variable Account's assets is not
reasonably practicable because

(i) the New York Stock Exchange is closed for other than a
regular holiday or weekend,

(ii) trading is restricted by the SEC, or

(iii) the SEC declares that an emergency exists; or

(b) the SEC by order permits postponement of payment to protect our policy
owners.

We may defer payment of proceeds from the fixed account for up to six months
from the date we receive the request. If we defer payment for more than 30 days,
we will pay interest on the amount deferred at an effective annual rate of at
least 3.5%. However, we will not defer payment of a withdrawal or policy loan
requested to pay a premium due on a United Investors policy. We also may defer
making payments attributable to a premium check that has not cleared your bank.

The policy offers a wide variety of optional ways of receiving proceeds
payable under the policy other than in a lump sum. An authorized United
Investors agent can explain these options to you. None of these options varies
with the investment performance of a variable subaccount because they are all
forms of fixed-benefit annuities.

Policy Changes

We may make changes in the policy at any time if we believe the changes are
necessary:

(a) to assure compliance at all times with the definition of life
insurance prescribed by the Internal Revenue Code;

(b) to make the policy, our operations, or the operation of the Variable
Account conform with any law or regulation issued by any government
agency to which they are subject; or

Only an officer of United Investors has the right to change the policy. No agent
has the authority to change the policy or waive any of its terms. All
endorsements, amendments, or riders must be signed by one of our officers to be
valid.

Reports to Owners

At least once a year, you will be sent a report showing information about
your policy for the period covered by the report. You will also be sent an
annual and a semi-annual report for each portfolio underlying a variable
subaccount in which you have policy value, as required by the 1940 Act. In
addition you will receive a written confirmation of each transaction when you
pay premiums, make a withdrawal, make transfers, or take out a policy loan.

Other Policy Provisions

The policy contains provisions addressing the following matters:

Dividends. The policy is non-participating. This means that no dividends
will be paid on the policy. The policy will not share in our profits or surplus
earnings.

Incontestability. After the policy has been in force during the insured's
lifetime for a period of two years from the policy's effective date, the policy
limits our right to contest the policy as issued, except for material
misstatements contained in any application. This also applies to reinstatements
and increases in the face amount, for two years after the reinstatement date or
effective date of the increase.

Suicide Exclusion. The policy limits the death benefit if the insured dies
by suicide, generally within two years after the policy's effective date or
effective date of the increase. In this instance, our liability will be limited
to the total premiums paid less any withdrawals and any loan balance.

Reinstatement. The policy may be reinstated at any time within five years
after the policy has terminated at the end of the grace period. To reinstate the
policy, the policy owner must:

(a) submit an application for reinstatement;

(b) provide evidence of insurability satisfactory to us;

(d) pay the premium required to reinstate the policy.

The reinstatement date for the policy will be the monthly processing date on or
following the day we approve the application for reinstatement. (See the policy
form for additional information.) The policy cannot be reinstated if you have
surrendered it for the net cash surrender value.

Misstatement of Age or Sex. The death benefit will be adjusted if the
insured's age or sex has been misstated in the application. The benefits paid
will be those which the last monthly cost of insurance charge would have
provided at the correct age and sex.

Automatic Continuation of Benefits. If premium payments cease, insurance
under the policy and any supplemental benefits provided by rider will continue
as provided under the grace period provisions described under "Premiums to
Prevent Termination." The policy will not continue beyond its maturity date. Any
supplemental benefits added by a rider will not continue beyond the termination
date described in the rider.

Entire Contract. The entire contract is made up of the policy, any riders,
and the written application. All statements made in the application, in the
absence of fraud, are considered representations and not warranties. We can use
only the statements made in the written application to defend a claim or void
the policy.

Assignment and Change of Owner

You may assign the policy subject to its terms. We will not be deemed to
know of an assignment unless we receive a written copy of it at our
administrative office. We assume no responsibility for the validity or effect of
any assignment. In certain circumstances, an assignment may be a taxable event.
(See "Tax Considerations".) You may change the policy owner by sending a written
request to us while the insured is alive and the policy is in force. The change
will take effect the date you sign the request, but the change will not affect
any action we have taken before we receive the request. A change of policy owner
may have tax consequences. (See "Tax Considerations.") A change of policy owner
does not change the beneficiary designation. (See "Beneficiary.") Any such
assignment or change must be in a written form acceptable to us.

Death Benefits
- --------------------------------------------------------------------------------

If the insured dies while the policy is in force and prior to the policy's
maturity date, we will pay the death benefit when we receive satisfactory proof
at our administrative office of the insured's death. (See "Requesting
Payments.") The death benefit will be paid to the beneficiary.

Amount of Death Benefit Payable

The amount of death benefit payable is:

(a) the base death benefit determined under the death benefit option in
effect on the date of the insured's death; plus

(b) any supplemental benefits provided by riders, including the adjustable
term insurance rider; minus

(d) any past due monthly deductions (if death occurred during a grace
period).

Under certain circumstances, the amount of the death benefit may be further
adjusted. (See "Incontestability" and "Misstatement of Age or Sex.")

Death Benefit Options

The base death benefit depends on the base face amount, the policy value on
the date of death, and the death benefit option in effect on the date of death.
The base face amount is the amount of insurance chosen by you for the policy at
issue, or as subsequently increased or decreased by you.

Death Benefit Option A. The base death benefit under option A is the
greater of:

(1) the base face amount at the beginning of the policy month when the
death occurs; or

(2) the policy value on the date of death, multiplied by the applicable
factor from the table of death benefit factors below.

Under option A, the base death benefit ordinarily will not change.

Death Benefit Option B. The base death benefit under option B is the
greater of:

(1) the base face amount at the beginning of the policy month when the
death occurs, plus the policy value on the date of death; or

(2) the policy value on the date of death, multiplied by the applicable
factor from the table of death benefit factors below.

Under option B, the base death benefit will vary directly with your policy
value.

(To see how and when investment performance of the policy may begin to
affect the death benefit, please see the hypothetical illustrations.)

Death Benefit Factors. The death benefit factor is a multiple that ranges
between two-and-one-half times and one times the policy value. It is 2.50 up to
the insured's attained age 40 and declines thereafter as the insured's age
increases, as specified in the following table.

Table of Death Benefit Factors

- ---------------------------------------------------------------------------------------------------------------------
Attained Attained Attained Attained
Age Factor Age Factor Age Factor Age Factor
--- ------ --- ------ --- ------ --- ------
- ---------------------------------------------------------------------------------------------------------------------

41 2.43 51 1.78 61 1.28 71 1.13
- ---------------------------------------------------------------------------------------------------------------------
42 2.36 52 1.71 62 1.26 72 1.11
- ---------------------------------------------------------------------------------------------------------------------
43 2.29 53 1.64 63 1.24 73 1.09
- ---------------------------------------------------------------------------------------------------------------------
44 2.22 54 1.57 64 1.22 74 1.07
- ---------------------------------------------------------------------------------------------------------------------
45 2.15 55 1.50 65 1.20 75-90 1.05
- ---------------------------------------------------------------------------------------------------------------------
46 2.09 56 1.46 66 1.19 91 1.04
- ---------------------------------------------------------------------------------------------------------------------
47 2.03 57 1.42 67 1.18 92 1.03
- ---------------------------------------------------------------------------------------------------------------------
48 1.97 58 1.38 68 1.17 93 1.02
- ---------------------------------------------------------------------------------------------------------------------
49 1.91 59 1.34 69 1.16 94 1.01
- ---------------------------------------------------------------------------------------------------------------------
50 1.85 60 1.30 70 1.15 95+ 1.00
- ---------------------------------------------------------------------------------------------------------------------

The death benefit factors are based on current requirements under the
Internal Revenue Code. We reserve the right to change the table if the death
benefit factors currently in effect become inconsistent with any Federal income
tax laws and/or regulations.

Adjustable Term Insurance Rider and Target Face Amount

The target face amount is the sum of the base face amount and the initial
adjustable term insurance rider amount. The amount of the rider will decrease as
necessary to keep the sum of the rider amount and the base death benefit equal
to the target face amount, which is necessary when the base death benefit begins
increasing to maintain the required multiple of the policy value as described
above. The adjustable term insurance rider amount may also increase again if the
base death benefit decreases as the policy ages.

If the base death benefit becomes greater than or equal to the target face
amount, the amount of the adjustable term insurance rider will become zero. If
the rider amount reduces to zero, the rider will not terminate, but will remain
attached to the policy in the event that the base death benefit declines below
the target face amount again at a later date.

The relationship of the death benefit to the target face amount depends on
the death benefit option (in each case, the death benefit will still be reduced
by any loan balance or unpaid monthly deductions):

. Option A: The death benefit is the greater of the base death benefit or the
target face amount.

. Option B: The death benefit is the greater of the base death benefit or the
target face amount plus policy value.

It may be to your economic advantage to use the adjustable term insurance
rider as a part of your insurance coverage. Since target premiums, percentage of
premium sales loads, and surrender charges are only associated with the base
face amount, use of the adjustable term insurance rider can lower the charges
associated with the policy. Use of the adjustable term insurance rider may
reduce sales compensation. However, the optional death benefit guarantee will
not apply to any insurance amount provided by the adjustable term insurance
rider.

Calculation of Death Benefit Example. Assume your base face amount is
$150,000, the initial adjustable term insurance rider amount is $100,000, death
benefit option A is in effect, and there are no loans or unpaid monthly
deductions. The target face amount is therefore $250,000, and assuming the
policy value changes as shown below, the following amounts will result:

Death Benefit Policy Base Death Adjustable Term Death
Age Factor Value Benefit Insurance Rider Amount Benefit
- --- ------ -------- --------- ---------------------- ----------

55 1.50 $ 95,000 $150,000 $100,000 $250,000
56 1.46 105,000 153,300 96,700 250,000
57 1.42 107,000 151,940 98,060 250,000

Changing the Death Benefit Option

You select the death benefit option when you apply for the policy. After
the policy has been in force at least one year, you may change the death benefit
option on your policy, subject to the following rules:

(a) each change must be submitted by written request received by our
administrative office;

(b) once you change the death benefit option, you cannot change it again
for one year;

(c) if you change the death benefit option from A to B, the total death
benefit will remain the same, and the policy's base face amount will
be decreased by an amount equal to the policy value on the date of the
change;

(d) if you change the death benefit option from B to A, the total death
benefit will remain the same, and the base face amount will be
increased by an amount equal to the policy value on the date of the
change. The risk class for the last face amount portion to go into
effect which is still in force will apply to the base face amount
increase.

The effective date of the change will be the monthly processing date on or
following the date when we approve the request for the change. We will send you
revised policy data pages reflecting the new death benefit option and the
effective date of the change. We do not impose a surrender charge for any
decrease in the base face amount occurring as a result of the change, and there
is no change to the target premium. Changing the death benefit option may have
tax consequences. (See "Tax Considerations.")

Changing the Face Amount

You select the policy's base face amount and adjustable term insurance
rider amount, if any, when you apply for the policy. After the policy has been
in force at least one year, you may change the base face amount or the
adjustable term insurance rider amount on any monthly processing date subject to
the following requirements. Any change in amount must be at least $10,000, and
the minimum base face amount after the first policy year is $50,000. Once you
change the base face amount or the adjustable term insurance rider amount, you
cannot change either amount again for one year. No change will be permitted that
may disqualify your policy as a life insurance contract under the Internal
Revenue Code. Changing the face amount of the policy may have tax consequences.
(See "Tax Considerations" below.)

Increasing the Face Amount. To increase the policy's base face amount or
adjustable term insurance rider amount, you must:

(a) submit an application for the increase;

(b) submit proof satisfactory to us that the insured is an insurable risk;
and

No increases can be made after the insured reaches attained age 75. An
increase will take effect on the monthly processing date on or following the day
we approve the application for the increase.

The risk class that applies for any increase may be different from the risk
class that applies for the policy's initial base face amount or any other
increase. An increase in the base face amount or the adjustable term insurance
rider amount will result in an increase in the no-lapse monthly premium. An
increase in the base face amount will also increase the target premium and
result in additional administrative and sales surrender charges. (See "Impact of
Changes in Base Face Amount on Surrender Charge".) If the face amount is
increased, the cost of insurance will also increase due to the increased death
benefit.

Decreasing the Face Amount. You may decrease the policy's base face amount
or adjustable term insurance rider amount by submitting a written request. The
base face amount may not be decreased below the policy's minimum base face
amount. The no-lapse monthly premium for your policy will be reduced to reflect
the decrease. Any decrease will take effect on the later of:

(a) the monthly processing date on or following the day we receive the
request; or

(b) the monthly processing date one year after the date of the last change
in face amount.

A face amount decrease will be used to reduce the face amount in the
following order:

(a) the amount of any adjustable term insurance rider will be reduced
until it is equal to zero;

(b) any previous base face amount increases then in effect will be
reduced, starting with the latest increase and continuing in the
reverse order in which the increases were made;

We will deduct a charge from the policy value each time the policy's base
face amount is decreased. (See "Impact of Changes in Base Face Amount on
Surrender Charge".)

Effect of Withdrawals on the Death Benefit

A withdrawal will affect your policy's death benefit in the following
respects:

(a) If death benefit option A is in effect, the policy's base face amount
will be reduced by the gross withdrawal amount. If the base face
amount reflects increases in the policy's initial base face amount,
any withdrawal will reduce first the most recent increase, and then
the next most recent increase, if any, in reverse order, and finally
the policy's initial base face amount.

(b) If death benefit option B is in effect, the total death benefit is
also reduced by the gross withdrawal amount, but the policy's base
face amount is not affected.

Beneficiary

You designate the beneficiary (or beneficiaries) when you apply for the
policy. You may change the designated beneficiary (or beneficiaries) by
submitting a satisfactory written request to us. The change will take effect on
the

date the request was signed, but it will not apply to payments we make before we
accept the written request. If no beneficiary is living at the insured's death,
we will pay the death benefit proceeds to you, if living, or to your estate.

Supplemental Benefits

Your policy may have supplemental benefits which are attached to the policy
by rider. A charge will be deducted monthly from your policy value for certain
supplemental benefits. Each supplemental benefit is subject to its own
requirements as to eligibility and cost. You may cancel supplemental benefits at
any time. More details will be included in your policy if you choose any of
these benefits. Some of the supplemental benefits listed below may not be
available in all states, and from time to time, we may make available
supplemental benefits other than those listed below. Contact your agent or our
administrative office for a complete list of the supplemental benefits available
in your state.

Terms and conditions for each supplemental benefit are specified in the
applicable rider; the following are only brief descriptions.

Accelerated Death Benefit Rider. This benefit allows accelerated payment of
up to 75% of the death benefit (in a lump sum only) while the insured is still
alive, if the insured is diagnosed as having a terminal illness expected to
cause death within 12 months (unless a shorter period is required by state law).
There is no charge for this rider prior to the time the accelerated benefits are
paid.

Accidental Death Benefit Rider. This benefit will be paid if the insured
dies as a result of an accident before age 70.

Additional Insured Term Insurance Rider. This benefit allows you to provide
for death benefits on up to five family members (spouse and/or children).

Adjustable Term Insurance Rider. This rider is available to add death
benefit coverage on the primary insured to your policy. The initial amount of
coverage is chosen by you within certain limits, and will reduce to keep the
target face amount level if the base death benefit increases due to Internal
Revenue Code requirements. (See "Death Benefits".)

Change of Person Insured Rider. This benefit allows you to change the
person insured under the policy. Satisfactory evidence of insurability must be
provided for the proposed new insured. Future charges under the policy will
change, but the policy value will remain the same as of the date of the change.
Changing the person insured under the policy may have tax consequences. There is
no additional charge for this rider.

Children's Term Insurance Rider. This benefit allows you to add death
benefit coverage for your children.

Death Benefit Guarantee Rider. This rider provides that your base face
amount will remain in force regardless of the sufficiency of the net cash
surrender value for the guarantee period you selected at the time of
application, provided certain conditions are met. Both available guarantee
periods require the payment of higher premiums, and the guarantee does not apply
to any rider benefits. As long as the guarantee is inforce, we will deduct a
monthly charge from your policy value. This charge is currently $0.005 per
$1,000 of base face amount, and is guaranteed never to exceed $0.01 per $1,000
of base face amount. (See "Optional Death Benefit Guarantee".)

Disability Waiver of Monthly Deduction Rider. The benefit provides for
waiver of monthly deductions after the insured has been totally disabled for six
months. The disability must commence after the policy's effective date and prior
to age 60. The waiver continues as long as total disability continues. If you
add this rider to your policy, you may not add the disability waiver of
specified premium rider.

Disability Waiver of Specified Premium Rider. This benefit provides that we
credit a specified premium amount monthly to your policy after the insured has
been totally disabled for six months. At the time of application, you select the
amount of premium to be credited, subject to our limits. The disability must
commence after the

policy's effective date and prior to age 60. The waiver continues as long as
total disability continues. If you add this rider to your policy, you may not
add the disability waiver of monthly deduction rider.

Option to Purchase Additional Insurance Rider. This rider will allow you
increase your base face amount without providing evidence of insurability.
Increases are limited in amount and timing.

Charges and Deductions
- --------------------------------------------------------------------------------

We deduct the charges described below from your policy. Certain of the
charges depend on a number of variables, and are illustrated in the hypothetical
illustrations depicted in this prospectus. The charges are for the services and
benefits provided, costs and expenses incurred and risks assumed by us under or
in connection with the policy. We intend to make a profit from these charges.

Services and benefits we provide include:

(a) the death benefits, cash and loan benefits provided by the policy;

(b) funding choices, including net premium allocations, dollar-cost
averaging programs, and automatic asset rebalancing programs;

(d) the distribution of various reports to policy owners.

Costs and expenses we incur include:

(a) those associated with underwriting applications and changes in face
amount and riders;

(b) various overhead and other expenses associated with providing the
services and benefits provided by the policy;

(d) other costs of doing business, such as Federal, state and local
premium and other taxes and fees.

Risks we assume include the risks that:

(a) insureds may live for a shorter period of time than estimated,
resulting in the payment of greater death benefits than expected; and

(b) the costs of providing the services and benefits under the policy will
exceed the charges deducted.

Premium Expense Charges

We deduct premium expense charges from each premium before allocating the
resulting net premium to the policy value. These charges consist of three types:

(a) 2.5% of each premium is deducted for state premium taxes;

(b) 1.5% of each premium is deducted for our estimate of the cost of the
Federal income tax treatment of deferred acquisition costs;

(c) 4% of each premium is deducted as a sales load, until premiums paid
equal 10 times the target premium for the policy.

An addition to the target premium will be made when the base face amount is
increased, and a new sales load will be deducted in determining the net premium.
The new sales load will equal 4% of the premiums paid after the effective date
of the increase which are allocated to the increase, until the premiums
allocated to the increase equal 10 times the increase in the target premium.
Premiums paid after the effective date of the increase will be allocated in
proportion to the target premium for each portion of the base face amount.

Mortality and Expense Risk Charge

We deduct a daily charge from assets in the variable subaccounts for
certain mortality and expense risks we bear. This charge is at an effective
annual rate of 0.75% of the Variable Account assets during the first ten policy
years, 0.50% during the second ten years, and 0.25% thereafter. We guarantee not
to increase the mortality and expense risk charge above these annual rates. The
mortality and expense risk charge does not apply to fixed account assets. Our
profit, if any, from this charge may be used for any purpose, including
distribution expenses.

Monthly Deduction

We deduct a monthly deduction from your policy value on the policy's
effective date and on each monthly processing date. This charge is deducted from
the Variable Account and the fixed account on a pro rata basis. The monthly
deduction for each policy consists of:

(a) the cost of insurance charge discussed below;

(b) an issue expense charge of $20.00 per month payable during the first
policy year only;

(c) a monthly policy charge (currently this is $6.00 per month; it may
increase to a maximum charge of $10.00 per month); and

(d) charges for any supplemental benefits added by riders to the policy.
(See "Supplemental Benefits.")

Surrender Charge

If you surrender the policy before the beginning of the 15th policy year,
we will deduct a surrender charge based on its base face amount at issue. We
also deduct the surrender charge if you surrender the policy before the
beginning of the 15th year following an increase in its base face amount (based
on the amount of the increase). The surrender charge will be deducted before any
surrender proceeds are paid. A portion of the surrender charge will also be
deducted for any base face amount decreases you request, or if the base face
amount decreases due to a withdrawal from your policy value. (See "Impact of
Changes in Base Face Amount on Surrender Charge.")

The surrender charge consists of two types of charges, an administrative
surrender charge and a sales surrender charge. The administrative surrender
charge is $4.00 per $1,000 of base face amount for the first nine policy years
(or the first nine years after a base face amount increase) and declines each
year thereafter until it reaches zero:

- -------------------------------------------------------------------------------------------------------------
Policy Year: 1-9 10 11 12 13 14 15 & up

- -------------------------------------------------------------------------------------------------------------
Charge per $1,000 of Base Face Amount: $4.00 $3.33 $2.67 $2.00 $1.33 $0.67 $0.00
- -------------------------------------------------------------------------------------------------------------

The sales surrender charge is a percentage of actual premiums paid up to a
maximum based on target premiums. The percentages of premium are:

Policy Years 1 - 2: 26% of premium paid up to one target premium, plus
6% of premium paid above one target up to two target
premiums, plus
5% of premium paid above two target premiums.

Policy Years 3 - 9: 46% of premium paid up to one target premium, plus
44% of premium paid above one target up to two target
premiums.

The sales surrender charge at the end of the 9th policy year will be
reduced to zero at the beginning of the 15th policy year by reducing the charge
each year by one-sixth of the amount of the charge in effect at the end of the
9th policy year.

Impact of Changes in Base Face Amount on Surrender Charge. If you request a
decrease to the base face amount while surrender charges are in effect, or take
a withdrawal that decreases the base face amount, we will deduct a portion of
the surrender charge. Decreases in the base face amount as a result of a death
benefit option change do not cause a surrender charge deduction. Similarly,
increases in the base face amount as a result of death benefit option changes do
not result in an increase in the maximum surrender charge. All other increases
in the base face amount will increase the maximum surrender charge.

For decreases that cause a portion of the surrender charge to be deducted,
the calculation of the charge varies for each type of surrender charge. The
administrative surrender charge deduction will be in proportion to the amount of
the base face amount decrease, and the future administrative surrender charge
will be reduced by the amount of the deduction.

The amount of the sales surrender charge deduction will depend of the
relationship of the premiums paid to the target premium for each portion of the
base face amount. When the decrease is made, the target premium for each portion
of the base face amount will be reduced in proportion to the amount of the base
face amount decrease. If the new target premium for each portion of the base
face amount is greater than or equal to the premiums paid which have been
allocated to that portion, there will be no deduction, although the future
maximum sales surrender charge will be lower than before the decrease occurred.
If the new target premium for each portion of the base face amount is less than
the premiums paid which have been allocated to that portion, the deduction will
be the difference between the sales surrender charge before the decrease and the
sales surrender charge after the decrease. The sales surrender charge after the
decrease will be recalculated as if the new target premium for each portion of
the base face amount had always been in effect for that portion.

Calculation of Surrender Charge Example. Assume the base face amount on
your policy is $100,000 and the insured is age 50 when the policy was issued.
The target premium for the policy is $2,000. Assuming that you pay a $2,500
premium at the beginning of each policy year, the resulting surrender charge for
each policy year is:

Administrative Sales Total
Policy Year Surrender Charge Surrender Charge Surrender Charge
----------- ---------------- ---------------- ----------------

1 $400 $ 550 $ 950
2 400 690 1,090
3 400 1,800 2,200
4 400 1,800 2,200
5 400 1,800 2,200
6 400 1,800 2,200
7 400 1,800 2,200
8 400 1,800 2,200
9 400 1,800 2,200
10 333 1,500 1,833
11 267 1,200 1,467
12 200 900 1,100
13 133 600 733
14 67 300 367
15 0 0 0

Transaction Charges

Certain policyholder transactions that exceed a maximum number in a policy
year may incur a charge.

Withdrawals. A deduction from the policy value equal to the lesser of $25
or 2% of the withdrawal amount will occur for each withdrawal after the first in
a policy year.

Transfers between Subaccounts and/or the Fixed Account. A deduction of $25
for each transfer after the 12th in a policy year will be made. Transfers under
the dollar cost averaging and the automatic asset rebalancing program are not
counted against the limit of 12 free transfers.

Policy Illustrations. The first illustration of policy values you request
each policy year will be free. For subsequent illustration requests each policy
year, a $25 deduction will be made from your policy value.

Other Charges

For a description of the investment advisory fees and other expenses
incurred by the Portfolios, see the "Summary" on page 2 of this prospectus and
the accompanying prospectuses for the underlying mutual funds.

Cost of Insurance

The cost of insurance is the primary charge for the death benefit provided
by your policy. The cost of insurance charge depends on a number of variables
that cause the charge to vary from policy to policy and from monthly processing
date to monthly processing date. The cost of insurance charge is equal to (a)
multiplied by the result of (b) minus (c) where:

(a) is the cost of insurance rate divided by 1,000;

(b) is the death benefit at the beginning of the policy month; and

The policy value used in this calculation is the policy value before
deduction of the monthly cost of insurance charge (for both the base face amount
and the adjustable term insurance rider) and the cost of insurance for any
disability waiver of monthly deductions rider, but after monthly deductions for
any other riders and charges.

The cost of insurance rate is the rate applied to the insurance under the
policy to determine the monthly cost of insurance charge. The cost of insurance
rate is based on the insured's attained age, sex, and applicable risk class as
well as the size of the base face amount and the duration of the policy. We
currently place insureds in the following risk classes (available for male or
female) when we issue the policy, based on our underwriting:

. Preferred;
. Standard Non-Tobacco;
. Standard Tobacco;
. Substandard Non-Tobacco; and
. Substandard Tobacco.

The original risk class applies to the policy's initial face amount. If an
increase in face amount is approved, a different risk class may apply to the
increase, based on the insured's circumstances at the time of the increase. If
you have selected death benefit option A, and if there have been any increases
in the base face amount, the policy value will be considered a part of the
initial base face amount when the charge is calculated. If the policy value
exceeds the initial base face amount, the excess will be considered part of the
increases in base face amount in the order of the increases.

We guarantee that the cost of insurance rates used to calculate the monthly
cost of insurance charge will not exceed the maximum cost of insurance rates set
forth in the policy. The maximum cost of insurance rates are based on the 1980
Commissioners Standard Ordinary Mortality Tables, Male or Female, Smoker or Non-
Smoker, or for substandard classes, a multiple of the tables and/or a flat
addition to the tables. (See "Hypothetical Illustrations" for examples showing
the effects of the cost of insurance charge.)

Reduction in Charges for Certain Groups

We may waive or reduce the administrative charges, the premium expense
charges, the transaction charges and the surrender charges on policies that have
been sold to:

(a) our employees and sales representatives, or those of our affiliates or
distributors of the policy; or

(b) individuals or groups of individuals where the sale of the policy
results in savings of administrative or commission expenses.

Policy Values
- --------------------------------------------------------------------------------

Policy Value

The policy value serves as a starting point for calculating values under a
policy. The policy value is the sum of the variable account value and the fixed
account value credited to the policy. The policy value is determined first on
the policy's effective date and thereafter on each business day. On the maturity
date, the proceeds payable under a policy are equal to the policy value less any
loan balance. The policy value will vary to reflect:

(a) the performance of the variable subaccounts to which amounts have been
allocated;

(b) interest credited on amounts allocated to the fixed account and loan
balance;

(d) transfers;

(e) withdrawals; and

(f) policy loans (including loan repayments).

The policy value may be more or less than premiums paid.

The cash surrender value is the policy value reduced by any surrender
charge.

The net cash surrender value is the cash surrender value reduced by any
loan balance. You will receive only the net cash surrender value if you
surrender your policy.

Variable Account Value

The variable account value is the sum of the values of the variable
subaccounts under the policy. On the policy's effective date, the value of each
variable subaccount is equal to:

(a) the initial net premium allocated to that variable subaccount; minus

(b) the portion of the first month's monthly deduction allocated to that
variable subaccount.

On any business day thereafter, the value of each variable subaccount is equal
to:

(a) the value of the variable subaccount on the preceding business day,
multiplied by the appropriate net investment factor (described below)
for the current business day; plus

(b) the sum of all net premiums allocated to the variable subaccount since
the previous business day; plus

(d) the amount of any transfers from other variable subaccounts or the
fixed account to the variable subaccount since the previous business
day; minus

(e) the amount of any transfers to other variable subaccounts or to the
fixed account, including amounts transferred to secure a policy loan,
from the variable subaccount since the previous business day; minus

(f) the portion of any gross withdrawals, policyholder transaction
charges, or charges for any face amount decreases allocated to the
variable subaccount since the previous business day; minus

(g) the portion of the monthly deduction allocated to the variable
subaccount since the previous business day.

Unit Values. When you allocate an amount to a variable subaccount, either
by net premium allocation, transfer of policy value or repayment of a policy
loan, your policy is credited with units in that variable subaccount. The number
of units is determined by dividing (i) the amount allocated, transferred or
repaid to the variable subaccount by (ii) the variable subaccount's unit value
for the business day when the allocation, transfer or repayment is effected. The
number of units credited to a policy will decrease when:

(a) the allocated portion of the monthly deduction or other charges is
taken from the variable subaccount;

(b) a policy loan is taken from the variable subaccount;

(d) a withdrawal is taken from the variable subaccount.

The number of the variable subaccount's units may also decrease if the policy's
face amount is decreased.

A variable subaccount's unit value is an index we use to measure investment
performance. Each variable subaccount's unit value varies to reflect the
investment experience of its underlying portfolio, and may increase or decrease
from one business day to the next. Each variable subaccount's unit value was
arbitrarily set at $10.00 when the variable subaccount was established. The unit
value is determined on each business day by multiplying the unit value for the
variable subaccount on the prior business day by the variable subaccount's net
investment factor for the current business day.

Net Investment Factor. The net investment factor is an index used to
measure the investment performance of a variable subaccount from one business
day to the next. The net investment factor for any variable subaccount for any
business day is determined by dividing (a) by (b) and subtracting (c) from the
result, where:

(a) is:

(1) the net asset value per share of the portfolio shares held in the
variable subaccount determined at the end of the current business
day; plus

(2) the per share amount of any dividend or capital gain
distributions on the portfolio shares held in the variable
subaccount, if the "ex-dividend" date occurs during the current
business day; plus or minus

(3) a per share charge or credit for any taxes reserved for the
current business day which we determine to have resulted from the
investment operations of the variable subaccount;

(b) is:

(1) the net asset value per share of the portfolio shares held in the
variable subaccount, determined at the end of the last prior
business day; plus or minus

(2) the charge or credit for any taxes reserved for the last prior
business day; and

(c) is a deduction for the current mortality and expense risk charge for
the number of days since the last prior business day.

Fixed Account Value

On the policy's effective date, the fixed account value is equal to:

(a) the initial net premium allocated to the fixed account; minus

(b) the portion of the first month's monthly deduction allocated to the
fixed account.

On any monthly processing date thereafter, the fixed account value is equal
to:

(a) the fixed account value on the preceding monthly processing date; plus

(b) the sum of all net premiums allocated to the fixed account since the
previous monthly processing date; plus

(c) the sum of all policy loan repayments allocated to the fixed account
since the previous monthly processing date; plus

(d) total interest credited to the fixed account since the previous
monthly processing date; plus

(e) the amount of any transfers from the variable subaccounts to the fixed
account, including amounts transferred to secure policy loans, since
the previous monthly processing date; minus

(f) the amount of any transfers from the fixed account to the variable
subaccounts since the previous monthly processing date; minus

(g) the portion of any gross withdrawals, policyholder transaction
charges, or charges for any face amount decreases allocated to the
fixed account since the previous monthly processing date; minus

(h) the portion of the monthly deduction allocated to the fixed account
since the previous monthly processing date.

Tax Considerations
- --------------------------------------------------------------------------------

The following discussion is general and is not intended as tax advice.

Introduction

The following summary provides a general description of the Federal income
tax considerations relating to the policy. This summary is based upon our
understanding of the present Federal income tax laws as they are currently
interpreted by the Internal Revenue Service ("IRS"). Because of the complexity
of such laws and the fact that tax results will vary according to the factual
status of the specific policy involved, tax advice from a qualified tax advisor
may be needed by a person contemplating the purchase of a policy or the exercise
of certain elections under the policy. These comments concerning Federal income
tax consequences are not an exhaustive discussion of all tax questions that
might arise under the policy. Further, these comments do not take into account
any Federal estate tax and gift, state, or local tax considerations which may be
involved in the purchase of a policy or the exercise of certain elections under
the policy. For complete information on such Federal and state tax
considerations, a qualified tax advisor should be consulted. We do not make any
guarantee regarding the tax status of any policy, and the following summary is
not intended as tax advice.

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, we believe that the
policies should satisfy the applicable requirements. There is less guidance,
however, with respect to policies issued on a substandard basis and it is not
clear whether such policies will in all cases satisfy the applicable
requirements. If it is subsequently determined that a policy does not satisfy
the applicable requirements, we may take appropriate steps to bring the policy
into compliance with such requirements and we reserve 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 contracts due to their ability to
exercise investment control over those assets. Where this is the case, the
contract owners have been currently taxed on income and gains attributable to
variable account assets. There is little guidance in this area, and some
features of the policies, such as the flexibility of a policy owner to allocate
premium payments and policy values, have not been explicitly addressed in
published rulings. While we believe that the policies do not give policy owners
investment control over Variable Account assets, we reserve the right to modify
the policies as necessary to prevent a policy 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 underlying mutual 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. We believe that the death benefit under a policy should be
excludable from the gross income of the beneficiary. Federal, state and local
transfer, and other tax consequences of ownership or receipt of policy proceeds
depend on the circumstances of each policy owner or beneficiary. A tax advisor
should be consulted on these consequences.

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

Modified Endowment Contracts. A policy may be treated as a modified
endowment contract depending upon the amount of premiums paid in relation to the
death benefit provided under such policy. The premium limitation rules for
determining whether such a policy is a modified endowment contract are extremely
complex. In general, however, a policy will be a modified endowment contract if
the accumulated premiums paid at any time during the first seven policy years
exceed the sum of the net level premiums which would have been paid on or before
such time if the policy provided for paid-up future benefits after the payment
of seven level annual premiums.

In addition, if a policy is "materially changed," it may cause such policy
to be treated as a modified endowment contract. The material change rules for
determining whether a policy is a modified endowment contract are also extremely
complex. In general, however, the determination whether a policy will be a
modified endowment contract after a material change depends upon the
relationship of the death benefit at the time of change to the policy or cash
value at the time of such change and the additional premiums paid in the seven
policy years starting with the date on which the material change occurs.

The manner in which the premium limitation and material change rules should
be applied to certain features of the policy and its riders is unclear.
Nonetheless, under our current procedures, the policy owner will be notified at
the time a policy is issued whether, according to our calculations, the policy
is or is not classified as a modified endowment contract based on the premium
then received.

Due to the policy's flexibility, classification of a policy as a modified
endowment contract will depend upon the circumstances of each policy.
Accordingly, a prospective policy owner should contact a qualified tax advisor
before purchasing a policy to determine the circumstances under which the policy
would be a modified endowment contract. In addition, a policy owner should
contact a competent tax advisor before making any change to, including an
exchange of or reduction in benefits of, a policy to determine whether such
change would cause the policy (or the new policy in the case of an exchange) to
be treated as a modified endowment contract.

If a policy becomes a modified endowment contract, distributions such as
withdrawals and policy loans that occur during the policy year it becomes a
modified endowment contract and any subsequent policy year will be taxed as
distributions from a modified endowment contract. In addition, distributions
from a policy within two years before it becomes a modified endowment contract
will be taxed in this manner. This means that a distribution made from a policy
that is not a modified endowment contract could later become taxable as a
distribution from a modified endowment contract.

Whether a policy is or is not a modified endowment contract, upon a
complete surrender or a lapse or termination of a policy or when benefits are
paid at its maturity date, if the amount received plus the amount of any
indebtedness exceeds the total investment in the policy, the excess will
generally be treated as ordinary income subject to tax.

Distributions Other than Death Benefits from Policies Classified as
Modified Endowment Contracts. Policies classified as modified endowment
contracts will be subject to the following tax rules:

(1) First, all distributions, including distributions upon surrender and
benefits paid at maturity, from such a policy are treated as ordinary
income subject to tax up to the amount equal to the excess (if any) of
the policy value immediately before the distribution over the
"investment in the policy" (described below) at such time.

(2) Second, loans taken from, or secured by, such a policy (including
unpaid loan interest that is added to the principal of a loan) are
treated as distributions from such a policy and taxed accordingly.

(3) Third, a 10 percent additional tax is imposed on the portion of any
distribution from, or loan taken from or secured by, such a policy
that is included in income except where the distribution or loan:

(a) is made on or after the policy owner reaches actual age
59 1/2,

(b) is attributable to the policy owner's becoming disabled, or

(c) is part of a series of substantially equal periodic payments
for the life (or life expectancy) of the policy owner or the
joint lives (or joint life expectancies) of the policy owner
and the policy owner's beneficiary.

Distributions Other than Death Benefits from Policies that Are Not Modified
Endowment Contracts. Distributions other than death benefits from a policy that
is not classified as a modified endowment contract are generally treated first
as a recovery of the policy 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 generally not treated as distributions. However, the tax consequences
associated with policy loans that are outstanding after the first 15 policy
years are less clear and a tax advisor should be consulted about such loans.

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 income tax.

Policy Loan Interest. Interest paid on a policy loan generally is not tax-
deductible. The policy owner should consult a competent tax advisor if the
deductibility of interest paid on a policy loan is an important issue.

Investment in the Policy. "Investment in the policy" means:

(a) the aggregate amount of any premiums or other consideration paid for a
policy; minus

(b) the aggregate amount received under the policy which is excluded from
the gross income of the policy owner (except that the amount of any
loan from, or secured by, a policy that is a modified endowment
contract, to the extent such amount is excluded from gross income,
will be disregarded); plus

(c) the amount of any loan from, or secured by, a policy that is a
modified endowment contract to the extent that such amount is included
in the gross income of the policy owner.

Multiple Policies. All modified endowment contracts that are issued by us
(or our affiliates) to the same policy owner during any calendar year are
treated as one modified endowment contract for purposes of determining the
amount includable in gross income.

Accelerated Death Benefit Rider. We believe that payments received under
the accelerated death benefit rider should be fully excludable from the gross
income of the beneficiary if the beneficiary is the insured under the policy.
(See "Accelerated Death Benefit Rider" for more information regarding the
rider.) However, you should consult a qualified tax advisor about the
consequences of adding this rider to a policy or requesting payment under this
rider.

Other Policy Owner Tax Matters. The tax consequences of continuing the
policy beyond the insured's 100th year are unclear. You should consult a tax
advisor if you intend to keep the policy in force beyond the insured's 100th
year.

Businesses can use the policies in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, tax exempt and nonexempt welfare

benefit plans, retiree medical benefit plans and others. The tax consequences of
such plans may vary depending on the particular facts and circumstances. If you
are purchasing the policy for any arrangement the value of which depends in part
on its tax consequences, you should consult a qualified tax advisor. In recent
years, moreover, Congress has adopted new rules relating to life insurance owned
by businesses. Any business contemplating the purchase of a new policy or a
change in an existing policy should consult a tax advisor.

Possible Tax Law Changes. 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 otherwise. Consult a tax advisor with respect to
legislative developments and their effect on the policy.

Taxation of United Investors

We incur state and local premium taxes, and Federal income taxes resulting
from the treatment of deferred acquisition costs. The amount of the charge we
deduct for such taxes is discussed above under "Charges and Deductions." At the
present time, we make no charge to the Variable Account for any other Federal,
state or local taxes that it incurs which may be attributable to the Variable
Account or to the policies. Nevertheless, we reserve the right in the future to
make a charge for any such tax or other economic burden resulting from the
application of the tax laws that we determine to be properly attributable to the
Variable Account or to the policies.

Employment-Related Benefit Plans

On July 6, 1983, the Supreme Court held in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer'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. The policies described in this
prospectus contain guaranteed purchase rates for certain payment options that
generally distinguish between men and women. Accordingly, employers and employee
organizations should consider, in consultation with their legal counsel, the
impact of Norris, and Title VII generally, on any employment-related insurance
or benefit program for which a policy may be purchased.

Other Information
- --------------------------------------------------------------------------------

United Investors Life Insurance Company

We were incorporated in the State of Missouri on August 17, 1981, as the
successor to a company of the same name established in Missouri on September 27,
1961. We are a stock life insurance company, indirectly owned by Torchmark
Corporation. Our principal business is selling life insurance and annuity
contracts. We are admitted to do business in the District of Columbia and all
states except New York.

Published Ratings. We may publish (in advertisements, sales literature, and
reports to policy owners) the ratings and other information assigned to us by
one or more independent insurance industry analysts or rating organizations such
as A. M. Best Company, Standard & Poor's Corporation, and Weiss Research, Inc.
These ratings reflect the organization's current opinion of an insurance
company's financial strength and operating performance in comparison to the
norms for the insurance industry; they do not reflect the strength, performance,
risk, or safety (or lack thereof) of the variable subaccounts. The claims-paying
ability rating as measured by Standard & Poor's is an opinion of an operating
insurance company's financial capacity to meet its obligations under its
outstanding insurance and annuity policies.

Preparing for Year 2000. The new millennium poses a significant concern to
all businesses which use computer systems or electronic data in their
operations. This concern arises because these organizations have existing
computer systems and programs that cannot always identify a proper date. For
many years, programs were written using a two digit code to represent a year. At
the beginning of the year 2000, more digits are needed to accurately determine
the date in these programs. Without addressing this issue, many computer
programs could fail or produce erroneous results. Additionally, companies which
communicate electronically with other businesses or

which rely on other businesses for services are exposed to risk of failure by
the electronic devices and computer systems of those other entities to the
extent they are not Year 2000 compliant. The potential failure of these systems
creates considerable uncertainty and could potentially adversely affect the
ongoing operations and stability of a business.

We are exposed to these risks should our computer systems fail due to date-
related problems. We also rely on a number of third party businesses and
governmental agencies that we either communicate electronically with or depend
on for services in conducting our business. These institutions include but are
not limited to banks, financial institutions, telecommunication companies,
utilities, mail delivery organizations, and a variety of governmental agencies.
If our computer systems or the systems of our third-party business partners are
not compliant, we may be exposed to considerable risks, including business
interruption, loss of revenue, increased expense, loss of policyholders, and
litigation.

To reduce our business risk to an acceptable level, we have established a
project plan to insure that our business-critical computer systems will be Year
2000 compliant. This plan also addresses third-party compliance issues. Under
the direction of executive management, objectives and timetables have been set
forth to achieve compliance. Progress toward achieving those objectives is
constantly monitored. We expect the entire project, including all Year 2000
testing activities, to be completed during 1999.

We remain on schedule to meet all of our Year 2000 compliance requirements.
All known required software changes were completed in 1998, and the related
testing is in process with plans for completion in 1999. With regard to third
party concerns, we are:

1. confirming with our software vendors the Year 2000 readiness of
purchased software packages;

2. verifying the Year 2000 compliance status of our financial business
partners' computer and data communications systems to insure
readiness, including data interface testing with third parties; and

3. evaluating all of our electronic operational systems (telephones,
security, utility, environmental) for Year 2000 compliance.

While we are making every effort to verify the compliance of third parties, no
assurances as to the compliance of their computer systems can be given.

We have primarily used our internal staff to complete our Year 2000
project. Other than completion of software testing, all significant Year 2000
project milestones for internal computer systems have been completed.
Confirmation of third party compliance and electronic data interface testing
with third parties is continuing with completion expected during 1999. We have
spent $130,000 on our Year 2000 project activities to date, including internal
programming costs, outside contractors, and replacement costs. These costs have
been expensed as incurred. Total project cost is expected to be approximately
$150,000.

Year 2000 contingency plans are being developed for critical risk areas.
Management is establishing and documenting contingency plans for most critical
systems and interfaces with business partners within each individual's
responsibility. Such contingency plans include possible manual operation
efforts, staff adjustments, outside services, and alternative procedures. These
contingency plans will be maintained well into 2000.

Sale of the Policies

Insigne Securities, Inc. of ___________________ is the principal
underwriter of the policies. Insigne Securities, Inc. is a corporation organized
under the laws of the state of _______ in 19__, is registered as a broker-dealer
under the Securities Exchange Act of 1934, and is a member of the National
Association of Securities Dealers, Inc. The Policies may not be available in all
states. Insigne Securities, Inc. may enter into written sales agreements with
various broker-dealers to aid in the sale of the policies. A commission plus
bonus compensation may be paid to broker-dealers or agents in connection with
sales of the policies.

Changing the Variable Account

We have the right to make changes to, and to modify how we operate, the
Variable Account. Specifically, we have the right to:

(a) add subaccounts to, or remove subaccounts from, the Variable Account;

(b) combine the Variable Account with other separate accounts;

(c) replace the shares of a portfolio by substituting shares of another
portfolio of Target/United Funds, Inc. or another investment company

(1) if shares of the portfolio are no longer available for
investment, or

(2) if, in our judgment, continued investment in the portfolio is
inappropriate in view of the purposes of the Variable Account;

(d) end the registration of the Variable Account under the 1940 Act;

(e) disregard instructions from policy owners (only if required by state
insurance regulatory authorities or otherwise pursuant to insurance
law or regulation) regarding a change in the investment objectives of
a portfolio or the approval or disapproval of an investment advisory
agreement; and

(f) operate the Variable Account or one or more of its subaccounts in any
other form allowed by law, including a form that permits direct
investments in individual securities (rather than solely investments
in a mutual fund shares).

Voting of Portfolio Shares

We are the legal owner of portfolio shares held in the subaccounts of the
Variable Account and therefore have the right to vote on all matters submitted
to shareholders of the portfolios. However, to the extent required by law, we
will vote shares held in the variable subaccounts at meetings of the
shareholders of the portfolios in accordance with instructions received from
policy owners. The mutual funds generally do not hold regular annual shareholder
meetings. To obtain voting instructions from policy owners before a meeting of
shareholders of a particular portfolio, we may send voting instruction material,
a voting instruction form and any other related material to policy owners with
policy value in the variable subaccount corresponding to that portfolio. We will
vote shares held in a variable subaccount for which no timely instructions are
received in the same proportion as those shares for which voting instructions
are received. If the applicable Federal securities laws, regulations or
interpretations thereof change to permit us to vote shares of the portfolios in
our own right, then we may elect to do so. We may, if required by state
insurance officials, disregard policy owners' voting instructions if such
instructions would require us to vote the shares so as to cause a change in sub-
classification or investment objectives of one or more of the portfolios, or to
approve or disapprove an investment advisory agreement. In addition, we may
under certain circumstances disregard voting instructions that would require
changes in the investment policy or investment adviser of a portfolio, provided
that we reasonably disapprove of such changes in accordance with applicable
Federal regulations. If we ever disregard voting instructions, policy owners
will be advised of that action and of our reasons for doing so in our next
report to policy owners.

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 of the underlying
mutual funds that are held by the Variable Account (or any of its subaccounts)
or that the Variable Account (or any of its subaccounts) may purchase. We
reserve the right to eliminate the shares of any of the portfolios of the
underlying mutual funds and to substitute shares of another

portfolio of the underlying mutual funds or any other investment vehicle or of
another open-end, registered investment company if:

(a) laws or regulations are changed;

(b) the shares of the underlying mutual funds or one of its portfolios are
no longer available for investment, or;

(c) in our judgment, further investment in any portfolio becomes
inappropriate in view of the purposes of the Subaccount.

We will not substitute any shares attributable to your interest in a subaccount
of the Variable Account without notice and prior approval of the U.S. Securities
and Exchange Commission and the insurance regulator of the state where the
policy was delivered, if required. Nevertheless, the representations in this
prospectus will not prevent the Variable Account from purchasing other
securities for other series or classes of policies, or from permitting a
conversion between series or classes of policies on the basis of requests made
by policy owners.

We also reserve the right to establish additional subaccounts of the
Variable Account, each of which would invest in a new portfolio of the mutual
funds, or in shares of another investment company or suitable investment, with a
specified investment objective. We may establish new variable subaccounts when,
in our sole discretion, marketing needs or investment conditions warrant. We may
make available any new variable subaccounts to existing policy owners, and will
do so on a basis that we will determine. We may also eliminate one or more
variable subaccounts if, in our sole discretion, marketing, tax, or investment
conditions warrant.

In the event of any such substitution or change, we may, by appropriate
endorsement, make such changes in this and other policies as may be necessary or
appropriate to reflect such substitution or change. If we deem it to be in the
best interests of persons having voting rights under the policies, the Variable
Account may be:

(a) operated as a management company under the Investment Company Act of
1940;

(b) deregistered under that Act in the event such registration is no
longer required; or

Other Information

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

Litigation

No legal or administrative proceeding is pending that would have a material
effect upon the Variable Account.

Legal Matters

Legal advice regarding certain matters relating to Federal securities laws
applicable to the issuance of the policy described in this prospectus has been
provided by Sutherland Asbill & Brennan LLP of Washington, D.C.

Experts

The balance sheets of United Investors Life Insurance Company as of
December 31, 1998 and 1997, and the related statements of operations,
comprehensive income, shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1998 have been included herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

Actuarial matters included in this prospectus have been examined by W.
Thomas Aycock, Vice President and Chief Actuary of United Investors, whose
opinion is filed as an exhibit to the registration statement.

Financial Statements

The financial statements of United Investors, which are included in
Appendix D to this prospectus, should be considered only as bearing on our
ability to meet our obligations under the policies. They should not be
considered as bearing on the investment performance of the assets held in the
Variable Account. No financial statements are presented for the Variable Account
because it has yet to commence operations.

Appendix A:
Hypothetical Illustrations
- --------------------------------------------------------------------------------

The following illustrations show how certain values under a sample policy
change with assumed investment performance over an extended period of time. In
particular, they illustrate how policy values, net cash surrender values and
death benefits under a policy, covering an insured of a given age on the
policy's effective date, would vary over time if planned premiums were paid
annually and the return on the assets in the variable subaccounts were a uniform
gross annual rate of 0%, 6% or 12%, before deduction of any fees and charges,
including portfolio expenses. The tables also show planned premiums accumulated
at 5% interest. The values under a policy would be different from those shown if
the returns averaged 0%, 6% or 12% but fluctuated over and under those averages
throughout the years shown. The hypothetical investment rates of return are
illustrative only and should not be deemed a representation of past or future
investment rates of return. Actual rates of return for a particular policy may
be more or less than the hypothetical investment rates of return used in the
illustrations.

The illustrations assume an average annual expense ratio of x.xx% of the
daily net assets of the portfolios available under the policies, based on the
expense ratios of each of the portfolios for the last fiscal year of operations.
For information on portfolio expenses, see the mutual funds prospectuses
accompanying this prospectus.

The illustrations also reflect the 0.75% mortality and expense risk charge
to the Variable Account during the first ten policy years, 0.50% during the
second ten years, and 0.25% thereafter. After deduction of estimated portfolio
expenses and the mortality and expense risk charge, the illustrated gross annual
investment rates of return would correspond to the following approximate net
annual rates of return for the variable subaccounts:

Hypothetical gross rate of return: 0% 6% 12%
---- ---- -----
Net return, policy years 1 - 10: ____% ____% _____%
Net return, policy years 11 - 20: ____% ____% _____%
Net return, policy years 21 & up: ____% ____% _____%

The current illustrations reflect the $6.00 monthly policy charge for all
policy years, while the guaranteed illustrations reflect the $10.00 maximum
monthly policy charge for all policy years. The illustrations also reflect the
deduction of premium expense charges and the monthly deduction for the
hypothetical insured. Our current charges and the higher guaranteed charges we
have the contractual right to deduct from your policy value are reflected in
separate illustrations on each of the following pages. All the illustrations
reflect the fact that no charges for Federal or state income taxes are currently
made against the Variable Account and assume no loan balance or charges for
supplemental benefits.

Upon request, we will furnish a comparable illustration based upon the
proposed insured's individual circumstances. Such illustrations may assume
different hypothetical rates of return than those illustrated in the following
tables.

MALE ISSUE AGE 35, STANDARD NON-TOBACCO
$1,000 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
CURRENT CHARGES

NET CASH
DEATH BENEFITS POLICY VALUES SURRENDER VALUES
------------------------- -------------------------- --------------------------
Assuming Hypothetical Gross Annual Rate of Return of:
End of PREMIUMS
Policy + Interest at
Year 5% Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- --------- ------------- ------ ------ ------ ------ ------ ------ ------ ------ ------

1 $ 1,050
2 2,153
3 3,310
4 4,526
5 5,802
6 7,142
7 8,549
8 10,027
9 11,578
10 13,207
11 14,917
12 16,713
13 18,599
14 20,579
15 22,657
16 24,840
17 27,132
18 29,539
19 32,066
20 34,719
21 37,505
22 40,430
23 43,502
24 46,727
25 50,113
26 53,669
27 57,403
28 61,323
29 65,439
30 69,761

The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown and
will depend on a number of factors, including the allocations made by a policy
owner to one or more variable subaccounts and the investment experience of the
portfolios underlying those variable subaccounts. The death benefit, policy
value and net cash surrender value for a policy would be different from those
shown if the actual gross annual rates of return averaged 0%, 6% or 12% over a
period of years, but fluctuated above or below those averages for individual
policy years. They would also be different if any policy loans or withdrawals
were made. No representations can be made by us, the Variable Account or the
portfolios that these hypothetical rates of return can be achieved for any one
year or sustained over a period of time.

MALE ISSUE AGE 50, STANDARD NON-TOBACCO
$2,500 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
CURRENT CHARGES

1 $ 2,625
2 5,381
3 8,275
4 11,314
5 14,505
6 17,855
7 21,373
8 25,066
9 28,945
10 33,017
11 37,293
12 41,782
13 46,497
14 51,446
15 56,644
16 62,101
17 67,831
18 73,848
19 80,165
20 86,798
21 93,763
22 101,076
23 108,755
24 116,818
25 125,284
26 134,173
27 143,506
28 153,307
29 163,597
30 174,402

MALE ISSUE AGE 35, STANDARD NON-TOBACCO
$1,000 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
GUARANTEED CHARGES

MALE ISSUE AGE 50, STANDARD NON-TOBACCO
$2,500 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
CURRENT CHARGES

MALE ISSUE AGE 35, STANDARD NON-TOBACCO
$1,000 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
GUARANTEED CHARGES

MALE ISSUE AGE 50, STANDARD NON-TOBACCO
$2,500 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
GUARANTEED CHARGES

MALE ISSUE AGE 35, STANDARD NON-TOBACCO
$1,000 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION B
CURRENT CHARGES

MALE ISSUE AGE 50, STANDARD NON-TOBACCO
$2,500 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION B
CURRENT CHARGES

Appendix B:
Directors and Officers of United Investors
- --------------------------------------------------------------------------------

We are managed by a board of directors. The following table sets forth the
name and principal occupations during the past five years of each of our
directors and senior officers. Unless otherwise noted, the address for each
person is United Investors Life Insurance Company, 2001 Third Avenue South,
Birmingham, Alabama 35233.

- -----------------------------------------------------------------------------------------------------------------
Name and Position Principal Occupation
with United Investors During the Past Five Years
- -----------------------------------------------------------------------------------------------------------------

W. Thomas Aycock Vice President and Chief Actuary of United Investors since November 1992.
Director, Vice President and
Chief Actuary
- -----------------------------------------------------------------------------------------------------------------
Tony G. Brill* Executive Vice President and Chief Administrative Officer of Torchmark
Director and Executive Corporation since September 1999. Executive Vice President-Administration
Vice President- of United Investors since September 1998. Senior Vice President of United
Administration Investors, March 1998-September 1998. Senior Vice President of Torchmark
Corporation, January 1997-September 1999. Managing Partner of KPMG Peat Marwick
LLP, Birmingham, Alabama Office, 1984-December 1996.
- ------------------------------------------------------------------------------------------------------------------
Terry W. Davis Vice President-Administration of United Investors since January 1999 and
Director and Vice Liberty National Life Insurance Company since December 1996. Second Vice
President-Administration President-Administration of Liberty National Life Insurance Company since March
1988.
- ------------------------------------------------------------------------------------------------------------------
C.B. Hudson* Chairman of the Board of Directors and Chief Executive Officer of Torchmark
Director Corporation since March 1998 and United Investors, March 1998-September 1999.
Director of Liberty National Life Insurance Company, United American Insurance
Company, and Globe Life and Accident Insurance Company since September 1999.
Chairman of Insurance Operations of Torchmark Corporation, January 1993-March
1998. Chairman of Liberty National Life Insurance Company, United American
Insurance Company, and Globe Life and Accident Insurance Company, 1991-
September 1999.
- ------------------------------------------------------------------------------------------------------------------
Larry M. Hutchison* Executive Vice President and General Counsel of Torchmark Corporation since
Director September 1999. Vice President and General Counsel of Torchmark, February 1997-
September 1999. Vice President, Secretary and General Counsel of United
American Insurance Company since 1992.
- ------------------------------------------------------------------------------------------------------------------
Michael J. Klyce Vice President of Torchmark Corporation since January 1984.
Vice President and Treasurer
- ------------------------------------------------------------------------------------------------------------------
John H. Livingston Secretary and Counsel of United Investors since May 1995. Secretary and
Director, Secretary Associate Counsel of United Investors, December 1994-May 1995. Associate
and Counsel Counsel of United Investors, July 1990-December 1994. Associate Counsel of
Liberty National Life Insurance Company since October, 1986.
- ------------------------------------------------------------------------------------------------------------------
James L. Mayton, Jr. Vice President & Controller of Liberty National Life Insurance Company since
Vice President and Controller January 1985.
- ------------------------------------------------------------------------------------------------------------------
Mark S. McAndrew* Executive Vice President of Torchmark Corporation and Chairman of the Board and
Senior Vice Chief Executive Officer of United American Insurance Company and Globe Life and
President-Marketing Accident Insurance Company since September 1999. Senior Vice President-
Marketing of United Investors since March 1998. Director of Torchmark
Corporation since April 1998. President of United American Insurance Company
and Globe Life and Accident Insurance Company since 1991.
- ------------------------------------------------------------------------------------------------------------------
Carol A. McCoy Secretary of Torchmark Corporation since February 1994. Associate Counsel of
Director and Assistant Torchmark Corporation since January 1985.
Secretary
- ------------------------------------------------------------------------------------------------------------------
Anthony L. McWhorter Chairman of the Board of Directors and Chief Executive Officer of United
Chairman of the Investors and Liberty National Life Insurance Company, and Executive Vice
Board of Directors, President of Torchmark Corporation since September 1999. President of United
President and Chief Investors since September 1998. President of Liberty National Life Insurance
Executive Officer Company since December 1994. Executive Vice President and Chief Actuary of
Liberty National, November 1993-December 1994. Senior Vice President and Chief
Actuary of Liberty National, September 1991-November 1993.
- ------------------------------------------------------------------------------------------------------------------
Ross W. Stagner Vice President of United Investors since January 1992.
Director and Vice President
- ------------------------------------------------------------------------------------------------------------------

* Principal business address: Torchmark Corporation, 3700 South Stonebridge,
McKinney, Texas 75070.

Appendix C:
Glossary

- ------------------------------------------------------------------------------------------------------------------
Administrative Office P. O. Box 10287, Birmingham, Alabama 35202-0287,
(800) 340-3787.
- ------------------------------------------------------------------------------------------------------------------
Attained Age The age of the insured on his or her birthday nearest the policy effective
date, increased by the number of policy years elapsed since the policy date.
- ------------------------------------------------------------------------------------------------------------------
Base Face Amount The amount of insurance chosen by you for the policy at issue, or as
subsequently increased or decreased by you. This amount does not include any
benefit provided by riders, and is prior to any death benefit changes required
by the Internal Revenue Code to continue to qualify as life insurance.
- ------------------------------------------------------------------------------------------------------------------
Business Day Each day that the New York Stock Exchange and our administrative office are
open. Currently, the Friday after Thanksgiving and, in most years, December 24
(Christmas Eve day) and December 31 (New Year's Eve day) are not Business Days.
- ------------------------------------------------------------------------------------------------------------------
Cash Surrender Value Policy value less any applicable surrender charge.
- ------------------------------------------------------------------------------------------------------------------
Death Benefit The amount of insurance payable to the beneficiary on the death of the insured.
- ------------------------------------------------------------------------------------------------------------------
Death Benefit Option One of two options under the policy that is used to determine the amount of the
death benefit.
- ------------------------------------------------------------------------------------------------------------------
Fixed Account A part of our general account. The general account consists of all of our
assets other than those in any separate account.
- ------------------------------------------------------------------------------------------------------------------
Fixed Account Value The policy value in the fixed account.
- ------------------------------------------------------------------------------------------------------------------
Gross Withdrawal A withdrawal plus any applicable transaction charge and any surrender charge.
- ------------------------------------------------------------------------------------------------------------------
Loan Balance The sum of all outstanding loans including principal and interest.
- ------------------------------------------------------------------------------------------------------------------
Maturity Date Policy anniversary nearest the insured's 100th birthday.
- ------------------------------------------------------------------------------------------------------------------
Monthly Processing The same day each month as the policy's effective date. If the monthly
Date processing date falls on a date other than a business day, the next following
business day will be deemed the monthly processing date.
- ------------------------------------------------------------------------------------------------------------------
Net Cash Surrender Cash surrender value less any loan balance.
Value
- ------------------------------------------------------------------------------------------------------------------
Net Premium The premium received less the premium expense charge.
- ------------------------------------------------------------------------------------------------------------------
No-lapse Monthly The minimum amount of premium required to keep the policy in force during the
Premium first three policy years regardless of the sufficiency of the cash surrender
value to pay monthly deductions.
- ------------------------------------------------------------------------------------------------------------------
Policy Anniversary The same day and month as the policy's effective date each year that the policy
remains in force. If the policy anniversary falls on a date other than a
business day, the next following business day will be deemed the policy
anniversary.
- ------------------------------------------------------------------------------------------------------------------
Policy's Effective Date The date from which policy anniversaries and policy years are determined. Your
policy's effective date is shown in your policy.
- ------------------------------------------------------------------------------------------------------------------
Policy Loan A request to borrow a portion of the net cash surrender value.
- ------------------------------------------------------------------------------------------------------------------
Policy Month The first policy month starts on the policy's effective date. Subsequent policy
months start on each monthly processing date.
- ------------------------------------------------------------------------------------------------------------------
Policy Value The sum of the variable account value and the fixed account value.
- ------------------------------------------------------------------------------------------------------------------
Target Face Amount The sum of the base face amount and the initial adjustable term insurance rider
amount. The amount of the rider will vary as necessary to keep the sum of the
rider amount and the base death benefit equal to the target face amount, when
the base death benefit varies due to Internal Revenue Code requirements.
- ------------------------------------------------------------------------------------------------------------------
Target Premium The premium amount we use to calculate the maximum sales load charge and the
sales surrender charge. A target premium is determined for the initial base
face amount at issue, and an additional target premium is determined for each
increase in base face amount
- ------------------------------------------------------------------------------------------------------------------
Variable Account The sum of the values of the variable subaccounts under your policy.
Value
- ------------------------------------------------------------------------------------------------------------------
We, Us, or United United Investors Life Insurance Company.
Investors
- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
Withdrawal A request to withdraw a portion of the net cash surrender value. A withdrawal
may be subject to a transaction charge and a surrender charge.
- ------------------------------------------------------------------------------------------------------------------
You and Your The policy owner.
- ------------------------------------------------------------------------------------------------------------------

Part II

UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

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.

Article XII of United Investors' By-Laws provides as follows:

Each Director or officer, or former Director or officer, of this
Corporation, and his legal representatives, shall be indemnified by the
Corporation against liabilities, expenses, counsel fees and costs,
reasonably incurred by him or his estate in connection with, or arising out
of, any action, suit, proceeding or claim in which he is made a party by
reason of his being, or having been, such Director or officer; and any
person who, at the request of this Corporation, serves as Director or
officer of another corporation in which this Corporation owns corporate
stock, and his legal representatives, shall in like manner be indemnified
by this Corporation; provided that, in either case shall the Corporation
indemnify such Director or officer with respect to any matters as to which
he shall be finally adjudged in any such action, suit or proceeding to have
been liable for misconduct in the performance of his duties as such
Director or officer. The indemnification herein provided for shall apply
also in respect of any amount paid in compromise of any such action, suit,
proceeding or claim asserted against such Director or officer (including
expenses, counsel fees, and costs reasonably incurred in connection
therewith), provided that the Board of Directors shall have first approved
such proposed compromise settlement and determined that the officer or
Director involved is not guilty of misconduct, but in taking such action
any Director involved shall not be qualified to vote thereof, and if for
this reason a quorum of the Board cannot be obtained to vote on such
matters, it shall be determined by a committee of three (3) persons
appointed by the shareholders at a duly called

special meeting or at a regular meeting. In determining whether or not a
Director or officer is guilty of misconduct in relation to any such matter,
the Board of Directors or committee appointed by the shareholders, as the
case shall be, may rely conclusively upon an opinion of independent legal
counsel selected by such Board or committee. The rights to indemnification
herein provided shall not be exclusive of any other rights to which such
Director or officer may be lawfully entitled.

REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A)

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

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.
The prospectus consisting of ___ pages.
Undertaking to file reports.
Rule 484 undertaking.
Representation pursuant to Section 26(e)(2)(A).
The signatures.
Written consents of the following persons:________________________________.

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

1. A.
(1) Resolution of the Board of Directors of United Investors Life
Insurance Company establishing Titanium Universal Life Variable
Account*
(2) Not Applicable
(3) (a) Form of Underwriting Agreement**
(b) Form of Distribution Agreement**
(c) Schedule of Sales Commissions**
(4) Not applicable
(5) (a) Specimen Flexible Premium Variable Life Insurance Policy,
Form TL99 *
(b) Accelerated Death Benefit Rider, Form _____**
(c) Disability Waiver of Monthly Deduction Rider, Form _____**
(d) Additional Insured Term Insurance Rider, Form _____**
(e) Children's Term Insurance Rider, Form _____**
(f) Accidental Death Benefit Rider, Form _____**
(6) (a) Articles of Incorporation of United Investors Life
Insurance Company \1\
(b) By-laws of United Investors Life Insurance Company \1\
(7) Not applicable
(8) Form of Participation Agreement**
(9) Not applicable
(10) Application form*
(11) Description of issuance, transfer and redemption procedures**

B. Not applicable

C. Not applicable

2. Opinion and consent of John H. Livingston, Esquire as to the legality
of the securities being registered**

3. Not applicable

4. Not applicable

5. Not applicable

6. Opinion and consent of W. Thomas Aycock as to actuarial matters
pertaining to the securities being registered**

7. (a) Consent of independent accountants**
(b) Consent of Sutherland Asbill & Brennan LLP**

8. Powers of Attorney**

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

* Filed herewith
** To be filed by amendment

\1\ Incorporated herein by reference to the Exhibit filed electronically with
Post-Effective Amendment No. 12 to the registration statement on Form S-6
(File No. 33-11465), filed on behalf of United Investors Life Variable
Account on April 29, 1998 (previously filed on January 22, 1987 as an
Exhibit to the Form S-6 registration statement, File No. 33- 11465).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
Titanium Universal Life Variable Account, has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Birmingham and the State of Alabama, on the 26th day of October, 1999.

TITANIUM UNIVERSAL LIFE VARIABLE ACCOUNT
(SEAL) (Registrant)

By: UNITED INVESTORS LIFE INSURANCE COMPANY
(Depositor)

Attest: /s/ John H. Livingston By: /s/ Anthony L. McWhorter
---------------------------- ----------------------------
John H. Livingston Anthony L. McWhorter
Secretary and Counsel President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, United
Investors Life Insurance Company has duly caused this registration statement to
be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of Birmingham and the
State of Alabama, on the 26th day of October, 1999.

(SEAL) UNITED INVESTORS LIFE INSURANCE COMPANY

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the date(s) set forth below.

Signature Title Date
- --------- ----- ----

- ------------------------ Director ______ ___, 1999
C.B. Hudson

/s/ Anthony L. McWhorter
- ------------------------ Chairman of the Board of Directors, October 26, 1999
Anthony L. McWhorter President and Chief Executive Officer

/s/ W. Thomas Aycock
- ------------------------ Director, Vice President and October 26, 1999
W. Thomas Aycock Chief Actuary

/s/ Tony G. Brill Director and Executive Vice October 26, 1999
- ------------------------ President--Marketing
Tony G. Brill

- ------------------------ Senior Vice President--Marketing ______ ___, 1999
Mark S. McAndrew

- ------------------------ Director ______ ___, 1999
Larry M. Hutchison

/s/ Michael J. Klyce
- ------------------------ Vice President and Treasurer October 26, 1999
Michael J. Klyce

/s/ John H. Livingston
- ------------------------ Director, Secretary and Counsel October 26, 1999
John H. Livingston

/s/ James L. Mayton, Jr.
- ------------------------ Vice President and Controller October 26, 1999
James L. Mayton, Jr.

/s/ Carol A. McCoy
- ------------------------ Director and Assistant Secretary October 26, 1999
Carol A. McCoy

/s/ Ross W. Stagner
- ------------------------ Director and Vice President October 26, 1999
Ross W. Stagner

/s Terry W. Davis
- ------------------------ Director and Vice President-- October 26, 1999
Terry W. Davis Administration

EXHIBIT INDEX

Exhibit No. Name of Exhibit
- ----------- ---------------

1.A.(1) Resolution of the Board of Directors of United Investors Life
Insurance Company establishing Titanium Universal Life Variable
Account

1.A.(5)(a) Specimen Flexible Premium Variable Life Insurance Policy, Form
TL99

1.A.(10) Application form