As filed with the Securities and Exchange Commission on February 1, 1999
                                                    Registration No.  333-63215
    
                                                      811-08997


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

   
                          Pre-Effective Amendment No. 3
    

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

                         INITIAL REGISTRATION STATEMENT

             TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-2 OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                           (Exact Name of Registrant)

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             1150 SOUTH OLIVE STREET
                              LOS ANGELES, CA 90015
                     (Address of Principal Executive Office)

Name and Address of Agent for Service:         Copies to:
James W. Dederer, Esq.                         Frederick R. Bellamy, Esq.
Executive Vice President, General Counsel      Sutherland, Asbill & Brennan LLP
and Corporate Secretary                        1275 Pennsylvania Avenue, N. W.
Transamerica Occidental Life Insurance Company Washington, D.C.  20004
1150 South Olive Street
Los Angeles, CA 90015

It is proposed that this filing will become effective:

               _____immediately  upon  filing  pursuant  to paragraph (b)
               _____On  (________)pursuant to paragraph  (b)
               _____60  days  after  filing pursuant to paragraph  (a)(1)
               _____On (date) pursuant to paragraph  (a)(1)
               _____On (date) pursuant to paragraph (a)(2) of Rule 485

Title of securities  being  registered:  Modified  Single Payment  Variable Life
Insurance Contracts.

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

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






RECONCILIATION AND TIE BETWEEN ITEMS
IN FORM N-8b-2 AND THE PROSPECTUS

Item No. of
Form N-8b-2                        Caption in Prospectus
- - -----------                        ---------------------
1 ...........................      Cover Page
2 ...........................      Cover Page
3 ...........................      Not Applicable
4 ...........................      Distribution
5 ...........................      The Company, The Separate Account
6 ...........................      The Separate Account
7 ...........................      Not Applicable
8 ...........................      Not Applicable
9 ...........................      Legal Proceedings
10...........................      Summary; Description of the Company, Variable
                                    Account, and Underlying Funds; The Contract;
                                  Contract Termination and Reinstatement; Other
                                    Contract Provisions
11 ...........................      Summary; The Trust; VIP; T. Rowe Price;
                                    Investment Objectives and Policies
12 ...........................      Summary; The Trust; VIP;  T. Rowe Price;
13 ...........................      Summary; The Trust; VIP;  T. Rowe Price;
                                    Investment Advisory Services to VIP;
                                    Investment Advisory Services to the Trust;
                                    Investment Advisory Services to T. Rowe
                                    Price; Charges and Deductions
14 ...........................      Summary; Application for a Contract
15 ...........................      Summary; Application for a Contract; Premium
                                    Payments; Allocation of Net Premiums
16 ...........................     The Separate Account; The Trust; VIP; T. Rowe
                                    Price; Allocation of Net Premiums
17 ...........................      Summary; Surrender; Partial Withdrawal;
                                    Charges and Deductions; Contract Termination
                                    and Reinstatement
18 ...........................    The Separate Account; The Trust; VIP; T. Rowe
                                    Price; Premium Payments
19 ...........................      Reports; Voting Rights
20 ...........................      Not Applicable
21 ...........................      Summary; Contract Loans; Other Contract
                                    Provisions
22 ...........................      Other Contract Provisions
23 ...........................      Not Required
24 ...........................      Other Contract Provisions
25 ...........................      Allmerica Financial
26 ...........................      Not Applicable
27 ...........................      The Company
28 ...........................      Directors and Principal Officers
29 ...........................      The Company
30 ...........................      Not Applicable
31 ...........................      Not Applicable
32 ...........................      Not Applicable
33 ...........................      Not Applicable
34 ...........................      Not Applicable
35 ...........................      Distribution
36 ...........................      Not Applicable
37 ...........................      Not Applicable
38 ...........................      Summary; Distribution
39 ...........................      Summary; Distribution
40 ...........................      Not Applicable
41 ...........................      The Company; Distribution
42 ...........................      Not Applicable
43 ...........................      Not Applicable
44 ...........................      Premium Payments; Contract Value and Cash
                                    Surrender Value
45 ...........................      Not Applicable
46 ...........................      Contract Value and Cash Surrender Value;
                                    Taxation of the Contracts
47 ...........................      The Company
48 ...........................      Not Applicable
49 ...........................      Not Applicable
50 ...........................      The Separate Account
51 ...........................      Cover Page; Summary; Charges and Deductions;
                                    The Contract; Contract Termination and
                                    Reinstatement; Other Contract Provisions
52 ...........................      Addition, Deletion or Substitution of
                                    Investments
53 ...........................      Taxation of the Contracts
54 ...........................      Not Applicable
55 ...........................      Not Applicable
56 ...........................      Not Applicable
57 ...........................      Not Applicable
58 ...........................      Not Applicable
59 ...........................      Not Applicable






            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACTS
       FUNDED THROUGH TRANSAMERICA OCCIDENTAL LIFE SEPARATE ACCOUNT VUL-2
                OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

Transamerica  Occidental Life Separate Account VUL-2  ("Separate  Account") is a
separate  investment  account of Transamerica  Occidental Life Insurance Company
("Transamerica"). Transamerica issues the Transamerica Lineagesm modified single
payment  variable  life  insurance  contracts  ("Contracts")  described  in this
prospectus.

You may  direct  your  payments,  as well as any  value  accumulated  under  the
Contract, among sub-accounts of the Separate Account or to the Fixed Account, or
to both. At any time,  you may have value in up to seventeen  (17)  sub-accounts
plus the Fixed Account. The money you place in each sub-account will be invested
solely in a corresponding  mutual fund investment portfolio  ("portfolio").  The
value  of  each   sub-account  will  vary  in  accordance  with  the  investment
performance  of the portfolio in which that  sub-account  invests.  You bear the
entire investment risk for all assets you place in the sub-accounts.  This means
that, depending on market conditions,  the amount you invest in the sub-accounts
may  increase  or  decrease.  Currently,  you may  choose  among  the  following
sub-accounts:

         Alger American Income & Growth     MFS VIT Growth with Income
         Alliance VPF Growth & Income      Morgan Stanley UF Fixed Income
         Alliance VPF Premier Growth       Morgan Stanley UF High Yield
         Dreyfus VIF Capital Appreciation Morgan Stanley UF International Magnum
         Dreyfus VIF Small Cap              OCC Accumulation Trust Managed
         Janus Aspen Balanced               OCC Accumulation Trust Small Cap
         Janus Aspen Worldwide Growth       Transamerica VIF Growth Portfolio
         MFS VIT Emerging Growth            Transamerica VIF Money Market
         MFS VIT Research

Contract  Owners may,  within limits,  choose the amount of initial  payment and
vary the frequency and amount of future  payments.  The Contract  allows partial
withdrawals within limits and full surrender of the Contract's  surrender value.
The  Contracts  are  not  suitable  for  short-term  investment  because  of the
substantial nature of the surrender charge.

Each  Contract  is a  "modified  endowment  contract"  for  federal  income  tax
purposes,  except  in  certain  circumstances  described  in  "TAXATION  OF  THE
CONTRACTS." If the contract is classified as a modified endowment contract,  any
policy  loan,  partial  withdrawal  or  surrender  may  result  in  adverse  tax
consequences  and/or penalties.  A loan,  distribution or other amounts received
from a modified  endowment contract during the life of the Insured will be taxed
to the extent of  accumulated  income in the Contract.  Death  benefits  under a
modified  endowment  contract,  however,  are  generally  not subject to federal
income tax. See "TAXATION OF THE CONTRACTS."

IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH THE CONTRACT. THIS
PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES OF EACH OF THE
PORTFOLIOS.   THE  SECURITIES  AND  EXCHANGE  COMMISSION  HAS  NOT  APPROVED  OR
DISAPPROVED  THESE  SECURITIES  OR PASSED ON THE  ACCURACY  OR  ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE CONTRACTS ARE OBLIGATIONS OF TRANSAMERICA  OCCIDENTAL LIFE INSURANCE COMPANY
AND ARE DISTRIBUTED BY TRANSAMERICA SECURITIES SALES CORPORATION.  THE CONTRACTS
ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED OR ENDORSED BY, ANY BANK OR
CREDIT UNION. THE POLICIES ARE NOT INSURED BY THE U. S. GOVERNMENT,  THE FEDERAL
DEPOSIT INSURANCE  CORPORATION (FDIC), OR ANY OTHER FEDERAL AGENCY.  INVESTMENTS
IN THE CONTRACTS ARE SUBJECT TO VARIOUS  RISKS,  INCLUDING  THE  FLUCTUATION  OF
VALUE AND POSSIBLE LOSS OF PRINCIPAL.

THIS  PROSPECTUS  SETS FORTH THE  INFORMATION YOU SHOULD KNOW BEFORE DECIDING TO
PURCHASE A CONTRACT.  YOU SHOULD RETAIN THIS  PROSPECTUS  FOR FUTURE  REFERENCE.
THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY CURRENT  PROSPECTUSES FOR THE
PORTFOLIOS.  THE PORTFOLIO  PROSPECTUSES SHOULD BE READ IN CONJUNCTION WITH THIS
PROSPECTUS.

                                              Dated February 1, 1999





TABLE OF CONTENTS

SPECIAL TERMS............................................................
SUMMARY..................................................................
PERFORMANCE INFORMATION..................................................
DESCRIPTION OF THE COMPANY, SEPARATE ACCOUNT, AND UNDERLYING FUNDS.......
THE CONTRACT.............................................................
      Applying for a Contract............................................
      Free Look Period...................................................
      Conversion Privilege...............................................
      Payments...........................................................
      Allocation of Payments.............................................
      Transfer Privilege.................................................
      Death Benefit......................................................
      Guaranteed Death Benefit Rider.....................................
      Contract Value.....................................................
      Payment Options....................................................
      Optional Insurance Benefits........................................
      Surrender..........................................................
      Partial Withdrawal.................................................
CHARGES AND DEDUCTIONS...................................................
      Monthly Deductions.................................................
      Daily Deductions...................................................
      Surrender Charge...................................................
      Partial Withdrawal Costs...........................................
      Transfer Charges...................................................
CONTRACT LOANS...........................................................
CONTRACT TERMINATION AND REINSTATEMENT...................................
OTHER CONTRACT PROVISIONS................................................
TAXATION OF THE CONTRACTS..................................................
      The Company and The Separate Account.................................
      Taxation of The Contracts............................................
VOTING RIGHTS..............................................................
DIRECTORS AND PRINCIPAL OFFICERS...........................................
DISTRIBUTION...............................................................
REPORTS....................................................................
SERVICES...................................................................
LEGAL PROCEEDINGS..........................................................
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS..........................
PREPARING FOR YEAR 2000....................................
FURTHER INFORMATION........................................................
MORE INFORMATION ABOUT THE FIXED ACCOUNT...................................
INDEPENDENT ACCOUNTANTS....................................................
FINANCIAL STATEMENTS.......................................................
UNAUDITED FINANCIAL STATEMENTS.............................................

APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE..........................  A-1
APPENDIX B -- OPTIONAL INSURANCE BENEFITS..................................  B-1
APPENDIX C -- PAYMENT OPTIONS..............................................  C-1
APPENDIX D -- ILLUSTRATIONS................................................  D-1







                                                   SPECIAL TERMS

AGE: how old the Insured is on his or her last birthday  measured on the date of
issue and each Contract anniversary, thereafter.

ATTAINED  AGE: the Insured's  age as of the  Insured's  birthday  closest to the
start  of the  Contract  year  of  determination.  Attained  age is  used in the
calculation of the guideline minimum sum insured.  For Second-to-Die  Contracts,
the  attained  age  used is that of the  younger  Insured,  even if the  younger
Insured is the first of the two Insureds to die.

BENEFICIARY:  the person or persons  you name to receive  the net death  benefit
when the Insured dies.

CONTRACT OWNER: the person who may exercise all rights under the Contract,  with
the consent of any irrevocable
beneficiary. "You" and "your" refer to the Contract Owner in this prospectus.

CONTRACT VALUE: the total value of your Contract. It is the SUM of the:

    - Value of the units of the sub-accounts credited to your Contract; PLUS

    - Accumulation in the Fixed Account credited to the Contract.

DATE OF DEFAULT: the first day of the grace period.


DATE OF ISSUE:  the date the  Contract  was  issued.  It is used to measure  the
monthly   processing  date,   Contract  months,   Contract  years  and  Contract
anniversaries.

DEATH  BENEFIT:  the amount  payable  when the Insured  dies before the Maturity
Date,  before  deductions  for any  outstanding  loan and due and unpaid partial
withdrawals,  withdrawal  transaction fees,  applicable  surrender charges,  and
monthly deductions.

EVIDENCE OF INSURABILITY:  information,  including medical information,  that we
use to  decide  whether  to issue  the  requested  coverage,  to  determine  the
underwriting class for the person insured,  or to determine whether the Contract
may be reinstated.

FACE AMOUNT: the amount of insurance coverage.  The face amount is shown in your
Contract.

FINAL PAYMENT DATE: the Contract  anniversary  immediately  before the Insured's
100th birthday or, for a  Second-to-Die  Contract,  the younger  insured's 100th
birthday.  No payments may be made by you after this date. No monthly deductions
will be deducted  from the Contract  Value after this date.  Generally,  the net
death  benefit  after this date will equal 101% of the Contract  Value minus any
outstanding  loan,  except as  otherwise  provided  under the  Guaranteed  Death
Benefit Rider.

FIXED  ACCOUNT:  an  account  that is a part of the  General  Account  and  that
guarantees a fixed interest rate.

FORECLOSURE: the reclassification of an outstanding loan at the end of the grace
period if (a) the Contract lapses with an outstanding  loan, and the Contract is
subsequently  terminated at the end of the grace period;  or (b) the outstanding
loan is in default,  and the excess outstanding loan is not paid back by the end
of the grace period, resulting in the termination of the Contract.

GENERAL  ACCOUNT:  all our assets  other than those held in separate  investment
accounts.

GRACE PERIOD:  the 62-day period beginning on (a) the monthly processing date on
which the surrender value is less than zero (0) and the Contract lapses;  or (b)
the date on which the outstanding loan exceeds the Contract Value less surrender
charges.

GUIDELINE MINIMUM SUM INSURED: the minimum death benefit required to qualify the
Contract as "life  insurance"  consistent  with federal tax laws.  The guideline
minimum sum insured is the PRODUCT of

    - The Contract Value TIMES

    - A percentage based on the Insured's attained age, listed in Appendix A.

GUIDELINE SINGLE PREMIUM: used to determine the face amount under the Contract.

INSURANCE PROTECTION AMOUNT:  the death benefit less the Contract Value.

INSURED:  the person or persons  covered  under the  Contract.  If more than one
person is named,  all  provisions of the Contract that are based on the death of
the Insured will be based on the date of death of the last surviving Insured.

INTERNAL  REVENUE CODE OR CODE:  the Internal  Revenue Code of 1986, as amended,
and rules and regulations.

LOAN VALUE: the maximum amount you may borrow under the Contract.

MATURITY DATE: the Contract  anniversary  immediately before the Insured's 115th
birthday.  If there are two insureds,  the younger  insured's  115th birthday is
used.

MONTHLY  DEDUCTIONS:  the amount of money that we deduct from the Contract Value
each month to pay for the Administration  Charge,  Monthly Insurance  Protection
Charge, Distribution Fee and the Tax Charge.

MONTHLY INSURANCE PROTECTION CHARGE: the amount of money that we deduct from the
Contract Value each month to pay for the insurance and any riders.

MONTHLY  PROCESSING  DATE:  the  date,  shown  in your  Contract,  when  monthly
deductions are deducted.

NET DEATH BENEFIT: Through the final payment date the net death benefit is:

    - The death benefit; MINUS

    -Any outstanding  loan, rider charges and monthly  deductions due and unpaid
     through the Contract month in which the Insured dies, as well as any unpaid
     partial withdrawals,  withdrawal transaction fees, and applicable surrender
     charges.

After the final payment date,  if the  Guaranteed  Death Benefit Rider is NOT in
effect, the net death benefit is:

    -Guideline minimum sum insured; MINUS

    -Any  outstanding  loan through the Contract month in which the Insured dies
     as well as any unpaid partial withdrawals, withdrawal transaction fees, and
     applicable surrender charges.

If the Guaranteed Death Benefit Rider is in effect after the final payment date,
the net death  benefit  will be either the face  amount as of the final  payment
date or the  Guideline  minimum sum insured as of the date due proof of death is
received by the Company,  whichever is greater,  reduced by any outstanding loan
through the Contract month in which the Insured dies.

OUTSTANDING LOAN: all unpaid Contract loans plus loan interest due or accrued.

PORTFOLIO:   a  mutual  fund  investment  portfolio  in  which  a  corresponding
sub-account invests.

PRO RATA ALLOCATION:  an allocation among the Fixed Account and the sub-accounts
of the Separate  Account in the same proportion that, on the date of allocation,
the portion of the Contract Value in the Fixed Account (other than value subject
to outstanding  loan) and the portion of the Contract Value in each  sub-account
bear to the total Contract Value.

SECOND-TO-DIE:   the   Contract   may  be   issued   as  a  joint   survivorship
("Second-to-Die")   Contract.  Life  insurance  coverage  is  provided  for  two
Insureds,  with  death  benefits  payable  at the  death of the  last  surviving
Insured.

SEPARATE  ACCOUNT:  Transamerica  Occidental  Life  Separate  Account  VUL-2  of
Transamerica  Occidental Life Insurance Company,  one of our separate investment
accounts.

SUB-ACCOUNT:  a subdivision of the Separate Account investing exclusively in the
shares of a portfolio.

SURRENDER  VALUE:  the amount  payable on a full  surrender.  It is the Contract
Value less any outstanding loan and surrender charges.

TRANSAMERICA:  Transamerica Occidental Life Insurance Company. "We", "our", "us"
and "Company" refer to Transamerica in this Prospectus.

UNDERWRITING CLASS: the insurance risk classification that we assign the Insured
based on the  information in the  application and other evidence of insurability
we consider.  The Insured's underwriting class will affect the monthly insurance
protection charge.

UNIT: a measure of your interest in a sub-account.

VALUATION  DATE:  any day on which  the net  asset  value of the  shares  of any
portfolio  and unit values of any  sub-accounts  are computed.  Valuation  dates
currently occur on:

    -  Each day the New York Stock Exchange is open for trading; and

    - Other days (other than a day during which no payment,  partial  withdrawal
      or surrender of a Contract was received) when there is a sufficient degree
      of trading in a portfolio's securities so that the current net asset value
      of the sub-accounts may be materially affected.

VALUATION PERIOD: the interval between two consecutive valuation dates.

VARIABLE  LIFE  SERVICE  CENTER:  our office at 440 Lincoln  Street,  Worcester,
Massachusetts  01653.  Our mailing  address for all written  requests  and other
correspondence is: Transamerica Occidental Life Insurance Company, Variable Life
Service Center, P.O. Box 8990, Boston, Massachusetts 02266-8990. Our address for
express mail  packages  is:  Transamerica  Occidental  Life  Insurance  Company,
Variable Life Service Center, 2 Heritage Drive, Quincy, Massachusetts 02171. Our
customer service telephone number is (800) 782-8315.

WRITTEN  REQUEST:  your request in writing,  satisfactory to us, received at our
Variable Life Service Center.





                                                      SUMMARY

This summary  provides a brief overview of the more  significant  aspects of the
Contract.  The prospectus and the Contract provide further detail.  The Contract
provides insurance  protection for the named  beneficiary.  We do not claim that
the Contract is similar or comparable  to an  investment  plan of a mutual fund.
The Contract and its attached  application are the entire agreement  between you
and Transamerica.

WHAT IS THE CONTRACT'S OBJECTIVE?

The objective of the Contract is to give permanent life insurance protection and
to help you build assets on a tax-deferred basis. Benefits available through the
Contract include:

         - A life insurance benefit that can protect your family or other heirs;

         - Payment options that can guarantee an income for life;

         - A  personalized  investment  portfolio  you may  tailor  to meet your
           needs, time frame and risk tolerance level;

         - Experienced professional investment advisers; and

         - Tax deferral on earnings while your money is accumulating.

The Contract  combines  features and benefits of traditional life insurance with
the advantages of professional  money  management.  Unlike the fixed benefits of
ordinary life insurance,  the Contract Value will increase or decrease depending
on investment results.  Unlike traditional insurance policies,  the Contract has
no fixed schedule for payments.

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

The  Contract is a contract  between you and us.  Each  Contract  has a Contract
Owner ("you"),  the Insured and a beneficiary.  As Contract Owner,  you make the
payment,  choose investment  allocations and select the Insured and beneficiary.
The Insured is the person  covered under the Contract.  The  beneficiary  is the
person who receives the net death benefit when the Insured dies.

WHAT HAPPENS WHEN THE INSURED DIES?

We will pay the net death benefit to the beneficiary when the Insured dies while
the  Contract  is in  effect.  If the  Contract  was  issued as a  Second-to-Die
Contract,  the net death benefit will be paid on the death of the last surviving
Insured.

Through the final payment date, the death benefit is either the face amount (the
amount of insurance  determined  by your  payment) or the minimum  death benefit
provided by the  guideline  minimum sum insured,  whichever is greater.  The net
death benefit is the death benefit less any outstanding  loan, rider charges and
monthly  deductions  due and  unpaid  through  the  Contract  month in which the
Insured dies, as well as any unpaid partial withdrawals,  withdrawal transaction
fees, and applicable surrender charges.

After the final payment date,  if the  Guaranteed  Death Benefit Rider is NOT in
effect,  the net  death  benefit  is  guideline  minimum  sum  insured  less any
outstanding  loan,  and any  due  and  unpaid  partial  withdrawals,  withdrawal
transaction fees, and applicable  surrender charges. The beneficiary may receive
the net  death  benefit  in a lump sum or  under  one of the  Company's  benefit
payment options.

If the Guaranteed  Death Benefit Rider is in effect on the final payment date, a
Guaranteed  Death  Benefit  will be  provided  unless the Rider is  subsequently
terminated.  The  Guaranteed  Death Benefit will be either the face amount as of
the final payment date or guideline minimum sum insured as of the date due proof
of death is received by the Company, whichever is greater. The net death benefit
will be the death benefit reduced by any  outstanding  loan through the Contract
month in which the insured dies. For more  information,  see  "Guaranteed  Death
Benefit Rider" page xx.

CAN I EXAMINE THE CONTRACT?

Yes.  You have the right to examine and cancel your  Contract by returning it to
us or to one of our  representatives  within  10 days  (or  such  later  date as
provided by state law) after you receive the Contract.

If your  Contract  provides  for a full  refund  under  its  "Right  to  Cancel"
provision as required in your state, your refund will be your entire payment.

If your Contract does not provide for a full refund, you will receive:

    - Amounts allocated to the Fixed Account; PLUS

    - The value of the units in the Separate Account; PLUS

    - All fees, charges and taxes which have been imposed.

Your  refund  will be  determined  as of the  valuation  date that your  written
request is received at our Variable Life Service Center.

WHAT ARE MY INVESTMENT CHOICES?

The Contract  gives you an  opportunity  to select among a number of  investment
options,  including sub-accounts and a Fixed Account. The sub-accounts invest in
seventeen portfolios from eight mutual fund families,  and offer a wide range of
investment objectives. The available sub-accounts are as follows:

 Alger American Income & Growth     MFS VIT Growth with Income
 Alliance VPF Growth & Income                Morgan Stanley UF Fixed Income
 Alliance VPF Premier Growth                 Morgan Stanley UF High Yield
 Dreyfus VIF Capital Appreciation   Morgan Stanley UF International Magnum
 Dreyfus VIF Small Cap                       OCC Accumulation Trust Managed
 Janus Aspen Balanced                        OCC Accumulation Trust Small Cap
 Janus Aspen Worldwide Growth       Transamerica VIF Growth Portfolio
 MFS VIT Emerging Growth            Transamerica VIF Money Market
 MFS VIT Research

This range of  investment  choices  allows you to allocate  your money among the
sub-accounts to meet your investment  needs. You may allocate payments and value
among up to seventeen (17) sub-accounts and the Fixed Account.  If your Contract
provides  for a full refund under its "Right to Examine  Contract"  provision as
required in your state,  after the Contract is issued by us we will allocate all
sub-account  investments  to  the  sub-account  investing  in the  Money  Market
Portfolio of Transamerica  Variable  Insurance Fund, Inc., until the end of four
calendar days plus the number of days under the state free look period  (usually
10 days, but longer under some circumstances).  After this, we will allocate all
amounts to the sub-accounts as you have chosen.

The Contract also offers a Fixed Account,  which  provides a guaranteed  minimum
interest rate of 4% annually on amounts  allocated to the Fixed Account.  We may
declare a higher  rate.  The Fixed  Account  is part of the  General  Account of
Transamerica.  Amounts  in the Fixed  Account  do not vary  with the  investment
performance of a portfolio.  See "MORE  INFORMATION  ABOUT THE FIXED ACCOUNT" at
page xx.

WHAT ARE THE INVESTMENT OBJECTIVES OF THE PORTFOLIOS?

A summary of  investment  objectives of the  portfolios is set forth below.  See
"The  Portfolios"  at page  xx for  more  information.  Before  investing,  read
carefully the profiles or  prospectuses  of the  portfolios  that accompany this
Prospectus.   Statements  of  Additional  Information  for  the  portfolios  are
available  without charge on request.  There is no guarantee that the investment
objectives of the  portfolios  will be achieved.  The Contract Value may be less
than the aggregate payments made to the Contract.


The Income and Growth Portfolio of The Alger American Fund seeks,  primarily,  a
high level of dividend income.  Capital appreciation is a secondary objective of
the portfolio.

The Growth and Income Portfolio of the Alliance  Variable  Products Series Fund,
Inc. seeks reasonable current income and reasonable opportunity for appreciation
through investments primarily in dividend-paying common stocks of good quality.

The Premier Growth  Portfolio of Alliance  Variable  Products  Series Fund, Inc.
seeks growth of capital by pursuing aggressive investment policies.

The Capital Appreciation  Portfolio of the Dreyfus Variable Investment Fund is a
diversified  portfolio,  the primary investment objective of which is to provide
long-term  capital growth  consistent with the preservation of capital;  current
income is a secondary investment objective.

The Small  Cap  Portfolio  of the  Dreyfus  Variable  Investment  Fund  seeks to
maximize capital appreciation.

The Balanced Portfolio of the Janus Aspen Series seeks long-term capital growth,
consistent with preservation of capital and balanced by current income.

The Worldwide  Growth Portfolio of the Janus Aspen Series seeks long-term growth
of capital in a manner consistent with the preservation of capital.

The Emerging Growth Series of the MFS Variable  Insurance Trust seeks to provide
long-term growth of capital.

The  Growth  with  Income  Series  of the MFS  Variable  Insurance  Trust  seeks
reasonable current income and long-term growth of capital and income.

The Research Series of the MFS Variable  Insurance Trust seeks long-term  growth
of capital and future income.

The Fixed Income  Portfolio of the Morgan Stanley  Universal  Funds,  Inc. seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing  primarily in a diversified  portfolio of U.S. government and agencies
securities, corporate bonds, mortgage backed securities, foreign bonds and other
fixed income securities and derivatives.

The High Yield  Portfolio of the Morgan  Stanley  Universal  Funds,  Inc.  seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing  primarily  in high yield  securities  of U. S. and  foreign  issuers,
including corporate bonds and other fixed income securities and derivatives.

The  International  Magnum Portfolio of the Morgan Stanley Universal Funds, Inc.
seeks long-term capital appreciation by investing primarily in equity securities
of non-U.S.  issuers  domiciled  in  European,  Australian,  and Far East (EAFE)
countries.

The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through  investment in a portfolio  consisting of common stocks,  bonds and
cash  equivalents,  the  percentages  of which will vary based on the  Adviser's
assessments of the relative outlook for such investments.

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified  portfolio  consisting  primarily of equity
securities of companies with market capitalizations of under $1 billion.


The Growth  Portfolio of the  Transamerica  Variable  Insurance Fund, Inc. seeks
long-term capital growth.

The Money Market  Portfolio of the  Transamerica  Variable  Insurance Fund, Inc.
seeks to maximize  current income from money market  securities  consistent with
liquidity and the preservation of principal.


CAN I MAKE TRANSFERS AMONG THE SUB-ACCOUNTS AND THE FIXED ACCOUNT?

Yes.  You may  transfer  Contract  Value  among the  sub-accounts  and the Fixed
Account,  subject  to our  consent  and then  current  rules.  You will incur no
current  taxes on transfers  while your money is in the  Contract.  You also may
elect automatic account rebalancing so that assets remain allocated according to
a desired mix or choose  automatic dollar cost averaging to gradually move funds
into one or more sub-accounts. See TRANSFER PRIVILEGE.

The first 18 transfers of Contract Value in a Contract year are free. A transfer
charge  not to exceed  $25 may apply for each  additional  transfer  in the same
Contract year. This charge is for the costs of processing the transfer.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The Contract requires a single payment of at least $10,000 on or before the date
of issue.  Additional  payment(s) of at least $10,000 may be made as long as the
total  payments  do not exceed  the  maximum  payment  amount  specified  in the
Contract.  Additional  payments  may be  accepted,  subject to our  underwriting
approval if the payment would increase the death benefit.

WHAT IF I NEED MY MONEY?

You may borrow up to the loan value of your Contract.  The maximum loan value is
90% of the result of Contract  Value less surrender  charges.  You may also make
partial withdrawals and you may surrender the Contract for its surrender value.

The  guaranteed  annual  interest rate credited to the Contract Value securing a
loan will be at least 4.0%. However, any portion of the outstanding loan that is
a  preferred  loan will be  credited  interest  at an annual  rate not less than
5.50%.

We will allocate  Contract  loans among the  sub-accounts  and the Fixed Account
according to your instructions. If you do not make an allocation, we will make a
pro rata allocation.  We will transfer the portion of the Contract Value in each
sub-account equal to the Contract loan to the Fixed Account.

You may surrender  your Contract and receive its surrender  value.  You may make
partial  withdrawals  of $1,000  or more from the  Contract  Value,  subject  to
partial withdrawal costs,  including any applicable  surrender charges. The face
amount is proportionately reduced by each partial withdrawal.  We will not allow
a partial withdrawal if it would reduce the Contract Value below $10,000.

A loan, surrender or partial withdrawal may have tax consequences.  See TAXATION
OF CONTRACTS.

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

Yes.  There are several  changes  you can make after  receiving  your  Contract,
within limits. You may

    -    Cancel your Contract under its "Right to Cancel" provision;

    -    Transfer your ownership to someone else;

    -    Change the beneficiary;

- - Change the allocation for any additional  payment,  with no federal income tax
consequences under current law;

    -   Make  transfers  of the Contract  Value among the Fixed  Account and the
        sub-accounts,  with no federal  income taxes incurred under current law;
        and

    -    Add or remove certain optional insurance benefits provided by rider.

CAN I CONVERT MY CONTRACT INTO A NON-VARIABLE CONTRACT?

Yes. You can convert your  Contract  without  charge  during the first 24 months
after the date of issue.  On  conversion,  we will  transfer  the portion of the
Contract Value in the  sub-accounts  to the Fixed Account.  We will allocate any
future payment(s) to the Fixed Account, unless you instruct us otherwise.

WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?

The  following  charges  will  apply to your  Contract  under the  circumstances
described. Some of these charges apply throughout the Contract's duration.

Through the final payment date or, for the  distribution fee and the tax charge,
only for the first ten Contract years,  we deduct the following  monthly charges
from the Contract Value:

    - 0.30% on an annual basis for the administrative expenses (see
      "Administration Charge" page _____);

    - A deduction for the cost of insurance,  which varies depending on the type
      of Contract and  underwriting  class (see  "Monthly  Insurance  Protection
      Charge" page );

- -    0.40% on an annual basis for distribution expenses deducted only during the
     first ten Contract years (see "Distribution Fee" page ); and

    - 0.20% on an annual basis for federal,
      state and local taxes  deducted  only during the first ten Contract  years
(see "Tax Charge" page ).

The following daily charge is deducted from the Separate Account:

    - 0.80%  on an  annual  basis  for the  mortality  and  expense  risks  (see
      "Mortality and Expense Risk Charge" page ).

The following charges and fees apply if you exercise certain Contract rights:

- -    A $25  transfer  charge  for  transfers  in  excess of  eighteen  (18) in a
     Contract year may be assessed. See Transfer Charges page ___.

    -   During the first nine Contract  years,  adjusted for  reinstatements,  a
        surrender  charge applies for surrenders and for partial  withdrawals in
        excess of the "Free 10% Withdrawal" amount.

- -    A withdrawal transaction fee for partial withdrawals may be assessed, equal
     to 2% of the amount withdrawn up to a $25 maximum.  Currently, no charge is
     imposed. See Partial Withdrawal Costs page ___.

There  are also  deductions  from and  expenses  paid out of the  assets  of the
portfolios that are described in the accompanying prospectuses.

WHAT ARE THE EXPENSES AND FEES OF THE PORTFOLIOS?

In addition to the charges  described above,  certain  management fees and other
expenses are deducted from the assets of the underlying  portfolios.  The levels
of fees and expenses vary among the  portfolios.  The following  table shows the
management  fees and other expenses and total  portfolio  annual expenses of the
portfolios  for  1997,  except  where  otherwise  noted.  For  more  information
concerning these fees and expenses, see the prospectuses of the portfolios.







                                                 Portfolio Expenses
                    (as a percentage of assets after fee waiver and/or expense reimbursement)(1)
                                                                                                    Total
                                                                                                  Portfolio
                                                         Management            Other                Annual
                     Portfolio                            Fees (2)            Expenses             Expenses
                                                                                             
Alger American Income & Growth                              0.63                0.11                 0.74
Alliance VPF Growth & Income                                0.63                0.09                 0.72
Alliance VPF Premier Growth                                 1.00                0.10                 1.10
Dreyfus VIF Capital Appreciation                            0.75                0.05                 0.80
Dreyfus VIF Small Cap                                       0.75                0.03                 0.78
Janus Aspen Balanced                                        0.77                0.06                 0.83
Janus Aspen Worldwide Growth                                0.66                0.08                 0.74
MFS VIT Emerging Growth                                     0.75                0.12                 0.87
MFS VIT Growth with Income                                  0.75                0.25                 1.00
MFS VIT Research                                            0.75                0.13                 0.88
Morgan Stanley UF Fixed Income                              0.00                0.70                 0.70
Morgan Stanley UF High Yield                                0.00                0.80                 0.80
Morgan Stanley UF International Magnum                      0.00                1.15                 1.15
OCC Accumulation Trust Managed                              0.80                0.07                 0.87
OCC Accumulation Trust Small Cap                            0.80                0.17                 0.97
Transamerica VIF Growth                                     0.62                0.23                 0.85
Transamerica VIF Money Market                               0.35                0.25                 0.60


Transamerica  may receive  payments from some or all of the  portfolios or their
advisers in varying amounts that may be based on the amount of assets  allocated
to the portfolios. The payments are for administrative or distribution services.

Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios.   Transamerica   has  no  reason  to  doubt  the  accuracy  of  that
information,  but Transamerica has not verified those figures. These figures are
for the year ended  December 31,  1997,  except for the  Transamerica  VIF Money
Market  Portfolio,  which are annualized  estimates for the year 1998, the first
year of  operation  for the  portfolio.  Actual  expenses in future years may be
higher or lower than these figures.

Notes to  Portfolio  Expenses  Table:  (1) From  time to time,  the  portfolios'
investment  advisers,  each in its own discretion,  may voluntarily waive all or
part of their fees and/or  voluntarily  assume certain portfolio  expenses.  The
expenses  shown in the Portfolio  Expenses  table are the expenses paid for 1997
(except for the  Transamerica VIF Money Market  Portfolio,  which is an estimate
for the year 1998, the first year of operation for the portfolio).  The expenses
shown  in  the  table  reflect  a  portfolio's  adviser's  waivers  of  fees  or
reimbursement of expenses, if applicable, except for Alliance VPF Premier Growth
for which expenses shown are before waivers or reimbursements. It is anticipated
that such waivers or reimbursements will continue for calendar year 1998, except
for Alliance VPF Premier  Growth,  for which the management  fee, other expenses
and total portfolio annual expenses for 1998, without waivers or reimbursements,
are estimated to be 1.00%, 0.08% and 1.08%,  respectively.  Without such waivers
or  reimbursements,  the annual expenses for 1997 for certain  portfolios  would
have been, as a percentage of assets, as follows:



                                                                                                  Total Portfolio
                                                                Management Fee        Other       Annual Expenses
          Portfolio                                                                  Expenses
                                                                                                
          Janus Aspen Worldwide Growth                               0.72              0.09             0.81
          MFS VIT Growth with Income                                 0.75              0.35             1.10
          Morgan Stanley UF Fixed Income                             0.40              1.31             1.71
          Morgan Stanley UF High Yield                               0.80              0.88             1.68
          Morgan Stanley UF International Magnum                     0.80              1.98             2.78
          Transamerica VIF Growth                                    0.75              0.23             0.98


         Without expense reimbursements,  the management fee, other expenses and
         total  portfolio  expenses  for the  first  year of  operation  for the
         Transamerica VIF Money Market Portfolio are expected to be 0.35%, 0.45%
         and  0.80%,  respectively.   There  were  no  fee  waivers  or  expense
         reimbursements  during  1997 for the Alger  American  Income and Growth
         Portfolio,  Alliance  VPF  Growth  and Income  Portfolio,  Dreyfus  VIF
         Capital Appreciation Portfolio,  Dreyfus VIF Small Cap Portfolio, Janus
         Aspen Balanced  Portfolio,  MFS VIT Emerging Growth Portfolio,  MFS VIT
         Research  Portfolio,  OCC Accumulation  Trust Managed  Portfolio or OCC
         Accumulation Trust Small Cap Portfolio.

(2) The  management  fee of certain of the  portfolios  includes  breakpoints at
designated asset levels.  Further  information on these  breakpoints is provided
under "DESCRIPTION OF TRANSAMERICA,  THE SEPARATE ACCOUNT,  AND THE PORTFOLIOS -
THE PORTFOLIOS" at page xx and in the prospectuses for the portfolios.

WHAT  CHARGES  WILL I  INCUR  IF I  SURRENDER  MY  CONTRACT  OR  MAKE A  PARTIAL
WITHDRAWAL?

The charges  below apply only if you  surrender  your  Contract or make  partial
withdrawals:

    - Surrender  Charge -- This  charge  applies on full  surrenders  within the
      first nine Contract  years.  The  surrender  charge begins at 9.00% of the
      payment(s) withdrawn and decreases by 1% each Contract year until it is 0%
      at the start of the tenth Contract year. If you
     reinstate your Contract,  however,  the surrender  charges which will apply
     upon reinstatement are those which were in effect on the date of default.

    -Partial  Withdrawal  Costs -- We deduct from the Contract Value a surrender
     charge on a  withdrawal  exceeding  the "Free  10%  Withdrawal,"  described
     below,  on partial  withdrawals  taken during the first nine Contract years
     (adjusted as applicable for reinstatements).


Currently,  we do not impose a withdrawal transaction fee. We reserve the right,
however,  to  impose a  withdrawal  transaction  fee  equal to 2% of the  amount
withdrawn, not to exceed $25 for each partial withdrawal taken.

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY CONTRACT?

If the  Guaranteed  Death Benefit Rider is not in effect on your  Contract,  the
Contract will lapse if, on a monthly  processing  date,  the surrender  value is
less than the monthly  deductions due. If the Contract  lapses,  you will have a
62-day grace period in which to pay required premium.  If sufficient  premium is
not paid by the end of the grace  period,  the Contract will  terminate  without
value.

If the  Guaranteed  Death  Benefit  Rider is in  effect  on your  Contract,  the
Contract will not lapse.  If the  Guaranteed  Death Benefit Rider is terminated,
however, your Contract may then lapse.

Additionally,  whether the Guaranteed Death Benefit Rider is or is not in effect
on the Contract,  if the outstanding loan at any time exceeds the Contract Value
minus the surrender  charges,  the outstanding  loan will be in default.  If the
outstanding loan goes into default, you will have a 62-day grace period in which
to pay back  the  excess  outstanding  loan.  If you do not pay back the  excess
outstanding loan by the end of the grace period, the loan will be foreclosed and
the Contract will terminate without value.

If the  Guaranteed  Death  Benefit  Rider  is in  effect  on the  Contract,  the
Guaranteed  Death Benefit Rider will terminate if the loan is  foreclosed.  Once
terminated, the Guaranteed Death Benefit Rider may not be reinstated.

Within limits,  the Contract may be reinstated  within three years from the date
of default if it lapses or the outstanding loan is foreclosed.

See CONTRACT TERMINATION AND REINSTATEMENT,  page , and THE CONTACT - Guaranteed
Death Benefit Rider, page .

HOW IS MY CONTRACT TAXED?

The Contract has been designed to be a "modified  endowment  contract." However,
under  Section  1035 of the  Internal  Revenue  Code an  exchange  of (1) a life
insurance  contract  entered into before June 21, 1988, or (2) a life  insurance
contract  that is not itself a modified  endowment  contract  will not cause the
Contract  to be  treated  as a  modified  endowment  contract  if no  additional
payments  are made and there is no increase in the death  benefit as a result of
the exchange.

If the Contract is considered a modified endowment  contract,  all distributions
(including Contract loans, partial withdrawals, surrenders and assignments) will
be taxed on an "income-out-first"  basis. Also, a 10% federal penalty tax may be
imposed on that part of a  distribution  that is includible in income.  However,
the net death benefit under the Contract is generally  excludable from the gross
income of the beneficiary.  In some circumstances,  federal estate tax may apply
to the net death  benefit or the Contract  Value.  See TAXATION OF THE CONTRACT,
page ____.

                                              PERFORMANCE INFORMATION

The Contracts were first offered to the public in 1999. However, the Company may
advertise   "Total  Return"  and  "Average  Annual  Total  Return"   performance
information based on the periods that the portfolios have been in existence.

The portfolios are not available for purchase directly by the general public and
are not the same as  mutual  funds  that may have  similar  names  that are sold
directly to the public.  There can be no  assurance,  and no  representation  is
made, that the investment  performance of the portfolios will be comparable to a
fund with a similar name or same investment objective or adviser.

The  results  for any  period  prior  to the  Contracts  being  offered  will be
calculated as if the Contracts had been offered  during that period of time when
the portfolio was in existence,  with all charges assumed to be those applicable
to the sub-accounts and the portfolios.

Total  return and  average  annual  total  return are based on the  hypothetical
profile of a representative  Contract Owner and historical  earnings and are not
intended to indicate  future  performance.  "Total  return" is the total  income
generated net of certain expenses and charges.  "Average annual total return" is
net of the same  expenses and charges,  but  reflects  the  hypothetical  return
compounded annually.  This hypothetical return is equal to cumulative return had
performance  been constant over the entire period.  Average annual total returns
are not the same as yearly  results  and tend to smooth  out  variations  in the
portfolio's return.

Performance  information  under  the  Contracts  is net of  portfolio  expenses,
monthly  deductions and surrender  charges.  We take a  representative  Contract
Owner and assume that:

    - The Insured is a male Age 55,  standard  (non-tobacco  user)  underwriting
      class, issued under simplified underwriting guidelines;

    - The Contract Owner had allocations in each of the sub-accounts for the
      portfolio durations shown; and

    - There was a full surrender at the end of the applicable period.

Performance  information for any sub-account  reflects only the performance of a
hypothetical   investment  in  the  sub-account  during  a  period.  It  is  not
representative  of what may be  achieved  in the  future.  However,  performance
information may be helpful in reviewing market conditions during a period and in
considering a portfolio's success in meeting its investment objectives.

We  may  compare  performance  information  for a  sub-account  in  reports  and
promotional literature to:

    - Standard & Poor's 500 Stock Index ("S&P 500");

    - Dow Jones Industrial Average ("DJIA");

    - Shearson Lehman Aggregate Bond Index;

    - Other unmanaged indices of unmanaged securities widely regarded by
      investors as representative of the securities markets;

    - Other  groups of  variable  life  separate  accounts  or other  investment
      products tracked by Lipper Analytical Services;

    - Other services,  companies,  publications, or persons such as Morningstar,
      Inc., who rank the investment  products on performance or other  criteria;
      and

    - The Consumer Price Index.

Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect  deductions for insurance and administrative  charges,  separate account
charges and portfolio management costs and expenses.

In advertising,  sales literature,  publications or other materials, we may give
information  on various  topics of interest to Contract  Owners and  prospective
Contract Owners. These topics may include:

    - The relationship between sectors of the economy and the economy as a whole
      and its effect on various securities  markets,  investment  strategies and
      techniques (such as value investing, market timing, dollar cost averaging,
      asset allocation and automatic account rebalancing);

    - The advantages and disadvantages of investing in tax-deferred and taxable
      investments;

    - Customer profiles and hypothetical payment and investment scenarios;

    - Financial management and tax and retirement planning; and

    - Investment  alternatives  to  certificates  of deposit and other financial
      instruments,   including   comparisons   between  the  Contracts  and  the
      characteristics of and market for the financial instruments.

At times,  the Company  may also  advertise  the  ratings and other  information
assigned to it by  independent  rating  organizations  such as A.M. Best Company
("A.M. Best"),  Moody's Investors Service, Inc.  ("Moody's"),  Standard & Poor's
Insurance  Rating  Services  ("S&P") and Duff & Phelps.  A.M. Best's and Moody's
ratings  reflect  their  current  opinion of the  Company's  relative  financial
strength and operating performance in comparison to the norms of the life/health
insurance  industry.  S&P's and Duff & Phelps' ratings measure the ability of an
insurance company to meet its obligations under insurance policies it issues but
do  not  measure  the  ability  of  such  companies  to  meet  other  non-policy
obligations.  The  ratings  also  do  not  relate  to  the  performance  of  the
portfolios.

                                                      TABLE I
AVERAGE  ANNUAL  TOTAL  RETURNS FOR PERIODS  ENDING  DECEMBER  31,  1997,  SINCE
INCEPTION OF THE PORTFOLIOS NET OF PORTFOLIO EXPENSES,  SUB-ACCOUNT CHARGES, ALL
MONTHLY DEDUCTIONS (CHARGES) AND ASSUMING SURRENDER OF THE CONTRACT

The  following  performance  information  is  based  on  the  periods  that  the
portfolios  have  been  in  existence.  The  data  is  net  of  expenses  of the
portfolios,  all  sub-account  charges,  and  all  Contract  charges  (including
surrender charges) for a representative Contract. It is assumed that the Insured
is male,  Age 55,  standard  (non-tobacco  user)  underwriting  class;  a single
payment  of  $25,000  was  made;  the  Contract  was  issued  under   simplified
underwriting  criteria;  the entire  payment was  allocated to each  sub-account
individually;  and there was a full  surrender of the Contract at the end of the
applicable period.




- ----------------------------------------------------------------------------------------------------------------------
                                                                                           10 Year or
                                                                                          Life of the       Number
                                                                                         Portfolio (if        of
                                                                                          Less than 10   Years Since
                                                                                          Years Since     Portfolio
                                                                              5 Year       Portfolio      Inception
                                                                              Average      Inception)      (if Less
                  Sub-Account                     Portfolio   1 Year Total    Annual     Average Annual    than 10
               Investing in the                   Inception      Return        Total      Total Return      Years)
            Corresponding Portfolio                 Date                      Return
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
                                                                                            
Alger American Income & Growth                    11/15/88       24.18%       14.15%         11.20%          9.13
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                       1/14/91       16.86%       16.02%         12.46%          6.96
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                        6/26/92       21.81%       17.79%         18.61%          5.52
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                   4/05/93       16.18%         N/A          16.55%          4.74
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                              8/31/90        5.09%       22.82%         40.65%          7.34
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                               9/13/93       10.32%         N/A          12.86%          4.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                       9/13/93       10.37%         N/A          19.45%          4.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                            7/24/95       10.05%         N/A          18.43%          2.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                        10/09/95       17.83%         N/A          22.25%          2.23
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                   7/26/95        8.60%         N/A          17.09%          2.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF Fixed Income                     1/02/97       -1.57%         N/A          -1.57%          1.00
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF High Yield                       1/02/97        1.96%         N/A          1.96%           1.00
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF International Magnum             1/02/97                      N/A          -4.13%          1.00
                                                                 -4.13%
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                  8/01/88       10.51%       16.61%         17.58%          9.42
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)                8/01/88       10.46%       11.37%         12.83%          9.42
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth (3)                       2/26/69       34.17%       27.23%         22.79%          N/A
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                      1/01/98         N/A          N/A           N/A            N/A
- ----------------------------------------------------------------------------------------------------------------------



(1)  On  September  16th,  1994,  an  investment  company  which  had  commenced
operations  on August 1, 1988,  called Quest for Value  Accumulation  Trust (the
"Old Trust") was effectively  divided into two investment  funds - the Old Trust
and the present OCC  Accumulation  Trust (the "Present Trust") at which time the
Present  Trust  commenced  operations.  The  total  net  assets  of the  Managed
Portfolio  immediately  after the transaction were $682,601,380 in the Old Trust
and  $51,345,102  in the Present  Trust.  For the period prior to September  16,
1994,  the  performance  figures for the Managed  Portfolio of the Present Trust
reflect the performance of the Managed Portfolio of the Old Trust.

(2)  On  September  16th,  1994,  an  investment  company  which  had  commenced
operations  on August 1, 1988,  called Quest for Value  Accumulation  Trust (the
"Old Trust") was effectively  divided into two investment  funds - the Old Trust
and the present OCC  Accumulation  Trust (the "Present Trust") at which time the
Present  Trust  commenced  operations.  The  total  net  assets of the Small Cap
Portfolio  immediately  after the transaction were $139,812,573 in the Old Trust
and $8,129,274 in the Present Trust. For the period prior to September 16, 1994,
the performance figures for the Small Cap Portfolio of the Present Trust reflect
the performance of the Small Cap Portfolio of the Old Trust.

(3) The Growth Portfolio of the Transamerica  Variable  Insurance Fund, Inc., is
the  successor  to  Separate  Account  Fund C of  Transamerica  Occidental  Life
Insurance Company, a management  investment company funding variable  annuities,
through a reorganization on November 1, 1996. Accordingly,  the performance data
for  the  Transamerica  VIF  Growth  Portfolio   includes   performance  of  its
predecessor.

PERFORMANCE   INFORMATION  REFLECTS  ONLY  THE  PERFORMANCE  OF  A  HYPOTHETICAL
INVESTMENT  DURING THE  PARTICULAR  TIME  PERIOD ON WHICH THE  CALCULATIONS  ARE
BASED.  ONE-YEAR  TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON  HISTORICAL  EARNINGS  AND ARE NOT INTENDED TO INDICATE  FUTURE  PERFORMANCE.
PERFORMANCE  INFORMATION  SHOULD  BE  CONSIDERED  IN  LIGHT  OF  THE  INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO IN WHICH A
SUB-ACCOUNT  INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN TIME PERIOD, AND
SHOULD NOT BE  CONSIDERED  AS A  REPRESENTATION  OF WHAT MAY BE  ACHIEVED IN THE
FUTURE.




                                                     TABLE II
AVERAGE  ANNUAL  TOTAL  RETURNS  FOR  PERIODS  ENDING  DECEMBER  31,  1997 SINCE
INCEPTION OF THE PORTFOLIOS EXCLUDING
MONTHLY DEDUCTIONS (CHARGES) AND SURRENDER CHARGES

The  following  performance  information  is  based  on  the  periods  that  the
portfolios have been in existence.  The performance  information is net of total
portfolio  expenses  and all  sub-account  charges.  THE DATA  DOES NOT  REFLECT
MONTHLY DEDUCTIONS (CHARGES) UNDER THE CONTRACTS OR SURRENDER CHARGES.



- ----------------------------------------------------------------------------------------------------------------------
                                                                                           10 Year or
                                                                                          Life of the       Number
                                                                                         Portfolio (if        of
                                                                                          Less than 10   Years Since
                                                                                          Years Since     Portfolio
                                                                              5 Year       Portfolio      Inception
                                                                              Average      Inception)      (if Less
                  Sub-Account                     Portfolio   1 Year Total    Annual     Average Annual    than 10
               Investing in the                   Inception      Return        Total      Total Return      Years)
            Corresponding Portfolio                 Date                      Return
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
                                                                                            
Alger American Income & Growth                    11/15/88       35.20%       16.47%         12.88%          9.13
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth & Income                       1/14/91       27.77%       18.33%         14.38%          6.96
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier Growth                        6/26/92       32.79%       20.09%         20.74%          5.52
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital Appreciation                   4/05/93       27.07%         N/A          18.91%          4.74
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap                              8/31/90       15.81%       25.11%         42.80%          7.34
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced                               9/13/93       21.12%         N/A          15.35%          4.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth                       9/13/93       21.18%         N/A          21.90%          4.30
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth                            7/24/95       20.85%         N/A          22.47%          2.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Growth with Income                        10/09/95       28.75%         N/A          26.55%          2.23
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
MFS VIT Research                                   7/26/95       19.37%         N/A          21.16%          2.44
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF Fixed Income                     1/02/97        9.08%         N/A          9.08%           1.00
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF High Yield                       1/02/97       12.66%         N/A          12.66%          1.00
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF International Magnum             1/02/97        6.48%         N/A          6.48%           1.00
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Managed(1)                  8/01/88       21.32%       18.92%         19.36%          9.42
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust Small Cap(2)                8/01/88       21.26%       13.70%         14.53%          9.42
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica  VIF Growth (3)                       2/26/69       45.33%       29.53%         24.64%          N/A
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money Market                      1/01/98         N/A          N/A           N/A            N/A
- ----------------------------------------------------------------------------------------------------------------------


(1)  On  September  16th,  1994,  an  investment  company  which  had  commenced
operations  on August 1, 1988,  called Quest for Value  Accumulation  Trust (the
"Old Trust") was effectively  divided into two investment  funds - the Old Trust
and the present OCC  Accumulation  Trust (the "Present Trust") at which time the
Present  Trust  commenced  operations.  The  total  net  assets  of the  Managed
Portfolio  immediately  after the transaction were $682,601,380 in the Old Trust
and  $51,345,102  in the Present  Trust.  For the period prior to September  16,
1994,  the  performance  figures for the Managed  Portfolio of the Present Trust
reflect the performance of the Managed Portfolio of the Old Trust.

(2)  On  September  16th,  1994,  an  investment  company  which  had  commenced
operations  on August 1, 1988,  called Quest for Value  Accumulation  Trust (the
"Old Trust") was effectively  divided into two investment  funds - the Old Trust
and the present OCC  Accumulation  Trust (the "Present Trust") at which time the
Present  Trust  commenced  operations.  The  total  net  assets of the Small Cap
Portfolio  immediately  after the transaction were $139,812,573 in the Old Trust
and $8,129,274 in the Present Trust. For the period prior to September 16, 1994,
the performance figures for the Small Cap Portfolio of the Present Trust reflect
the performance of the Small Cap Portfolio of the Old Trust.

(3) The Growth Portfolio of the Transamerica  Variable  Insurance Fund, Inc., is
the  successor  to  Separate  Account  Fund C of  Transamerica  Occidental  Life
Insurance Company, a management  investment company funding variable  annuities,
through a reorganization on November 1, 1996. Accordingly,  the performance data
for  the  Transamerica  VIF  Growth  Portfolio   includes   performance  of  its
predecessor.


PERFORMANCE   INFORMATION  REFLECTS  ONLY  THE  PERFORMANCE  OF  A  HYPOTHETICAL
INVESTMENT  DURING THE  PARTICULAR  TIME  PERIOD ON WHICH THE  CALCULATIONS  ARE
BASED.  ONE-YEAR  TOTAL RETURN AND AVERAGE ANNUAL TOTAL RETURN FIGURES ARE BASED
ON  HISTORICAL  EARNINGS  AND ARE NOT INTENDED TO INDICATE  FUTURE  PERFORMANCE.
PERFORMANCE  INFORMATION  SHOULD  BE  CONSIDERED  IN  LIGHT  OF  THE  INVESTMENT
OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE PORTFOLIO IN WHICH A
SUB-ACCOUNT  INVESTS AND THE MARKET CONDITIONS DURING THE GIVEN TIME PERIOD, AND
SHOULD NOT BE  CONSIDERED  AS A  REPRESENTATION  OF WHAT MAY BE  ACHIEVED IN THE
FUTURE.


                                            DESCRIPTION OF TRANSAMERICA,
                                      THE SEPARATE ACCOUNT, AND THE PORTFOLIOS

TRANSAMERICA  OCCIDENTAL LIFE INSURANCE  COMPANY.  Transamerica  Occidental Life
Insurance   Company   ("Transamerica")   is  a  stock  life  insurance   company
incorporated under the laws of the State of California in 1906.  Transamerica is
principally  engaged  in the  sale  of  life  insurance  and  annuity  policies.
Transamerica is a wholly-owned  subsidiary of Transamerica Insurance Corporation
of California, which in turn is a direct subsidiary of Transamerica Corporation.
The home  office of  Transamerica  is 1150  South  Olive  Street,  Los  Angeles,
California 90015.

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

THE SEPARATE  ACCOUNT.  Transamerica  Occidental  Life  Separate  Account  VUL-2
("Separate  Account") was established by us as a separate account under the laws
of the State of  California,  pursuant  to  resolutions  adopted by our Board of
Directors  on June  11,  1996.  The  Separate  Account  is  registered  with the
Securities and Exchange  Commission ("SEC" or "Commission") under the Investment
Company  Act of 1940  ("1940  Act") as a unit  investment  trust.  It meets  the
definition of a separate account under the federal securities laws. However, the
Commission  does not supervise the  management  of the  investment  practices or
policies of the Separate Account.

The assets used to fund the variable  part of the Contracts are set aside in the
Separate Account.  The assets of the Separate Account are owned by Transamerica,
but  they are  held  separately  from our  other  assets.  Section  10506 of the
California Insurance Code provides that the assets of a separate account are not
chargeable with liabilities  arising out of any other business  operation of the
insurance company (except to the extent provided in the contracts and policies).
Income, gains and losses incurred on the assets in the Separate Account, whether
or not realized, are credited to or charged against the Separate Account without
regard  to  our  other  income,  gains  or  losses.  Therefore,  the  investment
performance  of the Separate  Account is entirely  independent of the investment
performance  of our  General  Account  assets  or  any  other  separate  account
maintained by us.

The Separate  Account  currently has seventeen (17)  sub-accounts  available for
investment, each of which invests solely in a specific corresponding mutual fund
portfolio. Changes to the sub-accounts may be made at our discretion.

THE PORTFOLIOS.  The portfolios are open-end management  investment companies or
portfolios of series,  open-end  management  companies  registered  with the SEC
under  the  1940 Act and are  usually  referred  to as  mutual  funds.  This SEC
registration  does not involve SEC  supervision of the investments or investment
policies  of the  portfolios.  Shares of the  portfolios  are not offered to the
public but solely to the insurance company separate accounts and
other qualified  purchasers as limited by federal tax laws. These portfolios are
not the same as mutual  funds  that may have very  similar  names  that are sold
directly to the public.  The assets of each portfolio are held separate from the
assets of the other portfolios. Each portfolio operates as a separate investment
vehicle.  The income or losses of one portfolio have no effect on the investment
performance of another  portfolio.  The sub-accounts  reinvest  dividends and/or
capital  gains  distributions  received  from a portfolio in more shares of that
portfolio as retained assets.

The  sub-accounts   available  under  the  Contracts  invest  in  the  following
portfolios:

Income and Growth Portfolio of              The Alger American Fund

Growth and Income Portfolio and
Premier Growth Portfolio of       Alliance Variable Products Series Fund, Inc.

Capital Appreciation Portfolio and
Small Cap Portfolio of                         Dreyfus Variable Investment Fund

Balanced Portfolio and
Worldwide Growth Portfolio of                        Janus Aspen Series

Emerging Growth Series,
Growth with Income Series and
Research Series of                               MFS Variable Insurance Trust

Fixed Income Portfolio,
High Yield Portfolio and
International Magnum Portfolio of           Morgan Stanley Universal Funds, Inc.

Managed Portfolio and
Small Cap Portfolio of                               OCC Accumulation Trust

Growth Portfolio and
Money Market Portfolio
of                                   Transamerica Variable Insurance Fund, Inc.

A summary of the  investment  objectives  and policies of the  portfolios is set
forth below. Before investing, read carefully the prospectuses of the portfolios
that accompany this  prospectus.  Statements of Additional  Information  for the
portfolios are available  without charge by contacting the Variable Life Service
Center.

There is no guarantee that the investment  objectives of the portfolios  will be
achieved. Contract Value may be more or less than the aggregate payments made to
the  Contract.  The  management  fees  listed  below are fees  specified  in the
applicable  advisory  contract (i.e.,  before any fee waivers).  The portfolios'
prospectuses  contain more detailed  information on the  portfolios'  investment
objectives, restrictions, risks, expenses and Advisers.

The Income and Growth Portfolio of The Alger American Fund seeks,  primarily,  a
high level of dividend income.  Capital appreciation is a secondary objective of
the portfolio. Except during temporary defensive periods, the portfolio attempts
to invest 100%,  and it is a  fundamental  policy of the  portfolio to invest at
least 65%, of its total assets in dividend paying equity securities. The Adviser
will  favor  securities  it  believes  also  offer   opportunities  for  capital
appreciation.  The  portfolio  may invest up to 35% of its total assets in money
market instruments and repurchase agreements and in excess of that amount (up to
100% of its assets) during temporary defensive periods.

Adviser:  Fred Alger Management, Inc.  Management Fee:  0.625%.

The Growth and Income Portfolio of the Alliance  Variable  Products Series Fund,
Inc. seeks reasonable current income and reasonable opportunity for appreciation
through investments primarily in dividend-paying  common stocks of good quality.
Whenever the economic  outlook is  unfavorable  for  investment in common stock,
investments  in other types of  securities,  such as bonds,  convertible  bonds,
preferred stock and convertible  preferred  stocks may be made by the portfolio.
Purchases and sales of portfolio  securities  are made at such times and in such
amounts  as are  deemed  advisable  in  light  of  market,  economic  and  other
conditions.

Adviser:  Alliance Capital Management L.P.  Management Fee:  0.625%.

The Premier Growth  Portfolio of Alliance  Variable  Products  Series Fund, Inc.
seeks  growth of capital  by  pursuing  aggressive  investment  policies.  Since
investments  will be made based upon their  potential for capital  appreciation,
current  income will be  incidental  to the  objective  of capital  growth.  The
portfolio will invest  predominantly  in the equity  securities  (common stocks,
securities  convertible into commons stocks and rights and warrants to subscribe
for or purchase common stocks) of a limited number of large, carefully selected,
high-quality U.S. companies that, in the judgment of the Adviser,  are likely to
achieve  superior  earnings  growth.  The portfolio  investments  in the 25 such
companies most highly  regarded at any point in time by the Adviser will usually
constitute  approximately 70% of the portfolio's net assets.  The portfolio thus
differs from more typical equity mutual funds by investing most of its assets in
a relatively  small number of intensively  researched  companies.  The portfolio
will, under normal circumstances,  invest at least 85% of the value of its total
assets in the equity securities of U.S. companies.

Adviser:  Alliance Capital Management L.P.  Management Fee:  1%.

The Capital Appreciation  Portfolio of the Dreyfus Variable Investment Fund is a
diversified  portfolio,  the primary investment objective of which is to provide
long-term  capital growth  consistent with the preservation of capital;  current
income is a secondary investment objective. During periods which the Sub-Adviser
determines to be of market strength, the portfolio acts aggressively to increase
shareholders'  capital by investing principally in common stocks of domestic and
foreign  issuers,  common stocks with warrants  attached and debt  securities of
foreign governments.  The portfolio will seek investment opportunities generally
in large capitalization  companies (those with market capitalizations  exceeding
$500 million)  which the  Sub-Adviser  believes have the potential to experience
above average and predictable earnings growth.

Adviser:  The Dreyfus Corporation.  Sub-Adviser:  Fayez Sarofim & Co. Management
Fee: 0.75%.

The Small  Cap  Portfolio  of the  Dreyfus  Variable  Investment  Fund  seeks to
maximize  capital  appreciation.  It seeks to achieve its objective by investing
principally in common stocks. Under normal market conditions, the portfolio will
invest at least 65% of its total assets in companies with market capitalizations
of less than $1.5 billion at the time of purchase which the Adviser  believes to
be  characterized  by new or innovative  products,  services or processes  which
should enhance prospects for growth in future earnings.

Adviser:  The Dreyfus Corporation.  Management Fee:  0.75%.

The Balanced Portfolio of the Janus Aspen Series seeks long-term capital growth,
consistent with  preservation of capital and balanced by current income. It is a
diversified portfolio that, under normal circumstances, pursues its objective by
investing 40-60% of its assets in securities selected primarily for their growth
potential  and 40-60% of its assets in securities  selected  primarily for their
income potential.  This portfolio normally invests at least 25% of its assets in
fixed-income  senior  securities,  which include debt  securities  and preferred
stocks.

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first $300
million  plus 0.70% of the next $200  million plus 0.65% of the assets over $500
million.

The Worldwide  Growth Portfolio of the Janus Aspen Series seeks long-term growth
of capital in a manner  consistent  with the  preservation  of capital.  It is a
diversified  portfolio that pursues its objective  primarily through investments
in common  stocks  of  foreign  and  domestic  issuers.  The  portfolio  has the
flexibility to invest on a worldwide basis in companies and other  organizations
of any  size,  regardless  of  country  of  organization  or place of  principal
business activity.  The portfolio normally invests in issuers from at least five
different  countries,  including the United  States.  The portfolio may at times
invest in fewer than five countries or even a single country.

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first $300
million  plus 0.70% of the next $200  million plus 0.65% of the assets over $500
million.

The Emerging Growth Series of the MFS Variable  Insurance Trust seeks to provide
long-term  growth of  capital.  Dividend  and  interest  income  from  portfolio
securities,  if any, is  incidental  to the  investment  objective  of long-term
growth of capital.  The investment policy is to invest primarily (i.e., at least
80% of its assets under normal circumstances) in common stocks of companies that
the Adviser  believes are early in their life cycle but which have the potential
to become major  enterprises  (emerging growth  companies).  While the portfolio
will invest primarily in common stocks,  the portfolio may, to a limited extent,
seek  appreciation in other types of securities such as fixed income  securities
(which may be unrated), convertible securities and warrants when relative values
make such purchases appear attractive either as individual issues or as types of
securities  in  certain  economic  environments.  The  portfolio  may  invest in
non-convertible  fixed income  securities  rated lower than  "investment  grade"
(commonly known as "junk bonds") or in comparable unrated  securities,  when, in
the opinion of the Adviser,  such an investment  presents a greater  opportunity
for  appreciation  with comparable  risk to an investment in "investment  grade"
securities.  Under normal market  conditions  the portfolio will invest not more
than 5% of its nets assets in these  securities.  Consistent with its investment
objective and policies  described above, the portfolio may also invest up to 25%
(and generally expects to invest not more than 15%) of its net assets in foreign
securities  (including emerging market securities and Brady Bonds) which are not
traded on a U.S. exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:  0.75%.

The  Growth  with  Income  Series  of the MFS  Variable  Insurance  Trust  seeks
reasonable  current  income and  long-term  growth of capital and income.  Under
normal market  conditions,  the portfolio will invest at least 65% of its assets
in equity securities of companies that are believed to have long-term  prospects
for growth and  income.  Equity  securities  in which the  portfolio  may invest
include the following:  common stocks,  preferred  stocks and preference  stock;
securities such as bonds,  warrants or rights that are convertible  into stocks;
and depository receipts for those securities.  These securities may be listed on
securities  exchanges,  traded in  various  over-the-counter  markets or have no
organized  markets.  Consistent  with  its  investment  objective  and  policies
described above, the portfolio may also invest up to 75% (and generally  expects
to invest no more than 15%) of its net assets in foreign  securities  (including
emerging  market  securities  and Brady  Bonds)  which are not  traded on a U.S.
exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:  0.75%.

The Research Series of the MFS Variable  Insurance Trust seeks long-term  growth
of capital and future income.  The policy is to invest a substantial  proportion
of its assets in equity securities of companies  believed to possess better than
average prospects for long-term growth. Equity securities in which the portfolio
may invest include the following:  common stocks,  preferred stocks,  securities
such as  bonds,  warrants  or  rights  that  are  convertible  into  stocks  and
depository  receipts for those  securities.  These  securities  may be listed on
securities  exchanges,  traded in  various  over-the-counter  markets or have no
organized  markets. A smaller proportion of the assets may be invested in bonds,
short-term  obligations,  preferred  stocks or  common  stocks  whose  principal
characteristic is income production rather than growth. Such securities may also
offer opportunities for growth of capital as well as income. In the case of both
growth  stocks  and  income  issues,  emphasis  is  placed on the  selection  of
progressive,   well-managed  companies.  The  portfolio's  non-convertible  debt
investments,  if any, may consist of "investment  grade"  securities,  and, with
respect to no more than 10% of the  portfolio's  net assets,  securities  in the
lower rated  categories or securities which the Adviser believes to be a similar
quality  to these  lower  rated  securities  (commonly  know as  "junk  bonds").
Consistent  with its  investment  objective and policies  described  above,  the
portfolio  may also  invest up to 20% of its net  assets in  foreign  securities
(including emerging market securities) which are not traded on a U.S. exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:   0.75%.

The Fixed Income  Portfolio of the Morgan Stanley  Universal  Funds,  Inc. seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing  primarily in a diversified  portfolio of U.S. government and agencies
securities, corporate bonds, mortgage backed securities, foreign bonds and other
fixed income  securities  and  derivatives.  The  portfolio's  average  weighted
maturity will ordinarily  exceed five years and will usually be between five and
fifteen years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management Fee: 0.40% of the first
$500  million  plus 0.35% of the next $500 million plus 0.30% of the assets over
$1 billion.

The High Yield  Portfolio of the Morgan  Stanley  Universal  Funds,  Inc.  seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing  primarily  in high yield  securities  of U. S. and  foreign  issuers,
including  corporate  bonds and other fixed income  securities and  derivatives.
High yield securities are rated below investment grade and are commonly referred
to as "junk bonds." The portfolio's  average  weighted  maturity will ordinarily
exceed five years and will usually be between five and fifteen years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management Fee: 0.50% of the first
$500  million  plus 0.45% of the next $500 million plus 0.40% of the assets over
$1 billion.

The  International  Magnum Portfolio of the Morgan Stanley Universal Funds, Inc.
seeks long-term capital appreciation by investing primarily in equity securities
of non-U.S.  issuers  domiciled in EAFE  countries.  The  countries in which the
portfolio  will  invest  are  those   comprising  the  Morgan  Stanley   Capital
International EAFE Index,  which includes  Australia,  Japan, New Zealand,  most
nations located in Western Europe and certain developed  countries in Asia, such
as Hong Kong and Singapore  (collectively the "EAFE  countries").  The portfolio
may invest up to 5% of its total assets in  securities  of issuers  domiciled in
non-EAFE countries. Under normal circumstances, at least 65% of the total assets
of the  portfolio  will be invested in equity  securities of issuers in at least
three different EAFE countries.

Adviser: Morgan Stanley Asset Management Inc. Management Fee: 0.80% of the first
$500  million  plus 0.75% of the next $500 million plus 0.70% of the assets over
$1 billion.

The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through  investment in a portfolio  consisting of common stocks,  bonds and
cash  equivalents,  the  percentages  of which will vary based on the  Adviser's
assessments of the relative  outlook for such  investments.  Debt securities are
expected to be  predominantly  investment  grade  intermediate to long term U.S.
Government and corporate  debt,  although the portfolio will also invest in high
quality short term money market and cash  equivalent  securities  and may invest
almost all of its assets in such  securities when the Adviser deems it advisable
in order to preserve  capital.  In addition,  the  portfolio  may also  purchase
foreign  securities  provided  that they are  listed on a  domestic  or  foreign
securities exchange or are represented by American depository receipts listed on
a domestic securities exchange or traded in domestic or foreign over-the-counter
markets.

Adviser:  OpCap  Advisors.  Management Fee: 0.80% of the first $400 million plus
0.75% of the next $400 million plus 0.70% of the assets over $800 million.

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified  portfolio  consisting  primarily of equity
securities of companies with market  capitalizations of under $1 billion.  Under
normal  circumstances at least 65% of the portfolio's assets will be invested in
equity securities. The majority of securities purchased by the portfolio will be
traded on the New York Stock  Exchange,  the American  Stock  Exchange or in the
over-the-counter market, and will also include options,  warrants,  bonds, notes
and debentures which are convertible into or exchangeable  for, or which grant a
right to purchase or sell, such securities.  In addition, the portfolio may also
purchase  foreign  securities  provided  that they are listed on a  domestic  or
foreign securities  exchange or are represented by American  depository receipts
listed on a  domestic  securities  exchange  or traded in  domestic  or  foreign
over-the-counter markets.

Adviser:  OpCap  Advisors.  Management Fee: 0.80% of the first $400 million plus
0.75% of the next $400 million plus 0.70% of assets over $800 million.

The Growth  Portfolio of the Transamerica  Variable  Insurance Fund, Inc., seeks
long-term  capital growth.  Common stock (listed and unlisted) is the basic form
of investment. The Growth Portfolio invests primarily in common stocks of growth
companies that are considered by the Sub-Adviser to be premier companies. In the
Sub-Adviser's view,  characteristics of premier companies include one or more of
the following:  dominant market share;  leading brand  recognition;  proprietary
products or technology; low-cost production capability; and excellent management
with  shareholder  orientation.  The  Sub-Adviser  of the Portfolio  believes in
long-term investing and places great emphasis on the sustainability of the above
competitive  advantages.   Unless  market  conditions  indicate  otherwise,  the
Sub-Adviser  also tries to keep the  Portfolio  fully  invested  in  equity-type
securities and does not try to time stock market movements. When in the judgment
of the Sub-Adviser market conditions  warrant,  the portfolio may, for temporary
defensive purposes, hold part or all of its assets in cash, debt or money market
instruments. The portfolio may invest up to 10% of its assets in debt securities
having a call on common stocks that are rated below investment grade.

Adviser:   Transamerica   Occidental   Life  Insurance   Company.   Sub-Adviser:
Transamerica Investment Services, Inc. Management Fee: 0.75%.

The Money Market  Portfolio of the  Transamerica  Variable  Insurance Fund, Inc.
seeks to maximize  current income from money market  securities  consistent with
liquidity and the preservation of principal.  The portfolio invests primarily in
high quality U. S.  dollar-denominated  money market  instruments with remaining
maturities of 13 months or less, including:  obligations issued or guaranteed by
the U. S. and foreign  governments  and their  agencies  and  instrumentalities;
obligations of U. S. and foreign  banks,  or their foreign  branches,  and U. S.
savings banks;  short-term  corporate  obligations,  including commercial paper,
notes and bonds; other short-term debt obligations with remaining  maturities of
397 days or less;  and  repurchase  agreements  involving any of the  securities
mentioned   above.   The   portfolio  may  also   purchase   other   marketable,
non-convertible  corporate debt securities of U. S. issuers.  These  investments
include bonds, debentures,  floating rate obligations,  and issues with optional
maturities.

Adviser:   Transamerica   Occidental   Life  Insurance   Company.   Sub-Adviser:
Transamerica Investment Services, Inc. Management Fee: 0.35%.


If there is a  material  change  in the  investment  objective  or  policy  of a
portfolio,  we  will  notify  you of the  change.  If you  have  Contract  Value
allocated to that  portfolio,  you may  reallocate the Contract Value to another
portfolio  or to the Fixed  Account  without  charge.  For you to exercise  your
rights, we must receive your written request within sixty (60) days of the later
of the

 -  Effective date of the material change in the investment objective or policy;
 or

 -  Receipt of the notice of your right to transfer.

                                                   THE CONTRACT

APPLYING FOR A CONTRACT

Individuals  wishing to purchase a Contract  must  complete an  application.  We
offer  Contracts to individuals  89 years old and under.  For  applications  for
Second-to-Die  Contracts,  both proposed Insureds must be 89 years old or under.
After receiving a completed  application  from a prospective  Contract Owner, we
will begin  underwriting to decide the insurability of the proposed Insured.  We
may  require  medical   examinations  and  other  information   before  deciding
insurability. We issue a Contract only after underwriting has been completed. We
may reject an application that does not meet our underwriting guidelines.

A prospective  Contract Owner may make a payment at the time the  application is
completed.  The  payment  must  be at  least  $10,000  and at  least  80% of the
guideline   single   premium  for  the  face  amount   requested.   Under  these
circumstances,  we  will  issue  a  conditional  receipt  which  provides  fixed
conditional insurance,  but not until after all its conditions are met. Included
in these  conditions are the completion of both parts of the application (to the
extent required by our underwriting guidelines),  completion of all underwriting
requirements,  and the proposed  Insured must be insurable under  Transamerica's
rules for insurance under the Contract,  in the amount,  and in the underwriting
class applied for in the  application.  After all conditions are met, the amount
of fixed conditional  insurance provided by the conditional  receipt will be the
amount  applied  for, up to a maximum of  $250,000  for persons age 16 to 65 and
insurable  in a standard  underwriting  class,  and up to $100,000 for all other
ages and underwriting classes.

If you made the initial payment before the date we approve the  application,  we
will  allocate  the payment to our Fixed  Account  within two  business  days of
receipt of the payment at our Variable Life Service Center.  IF WE ARE UNABLE TO
ISSUE THE CONTRACT,  THE PAYMENT WILL BE RETURNED TO THE CONTRACT  OWNER WITHOUT
INTEREST.

If your  application  is approved and the Contract is issued,  we will  allocate
your  Contract  Value  within two days of the date we approve  your  application
according to your allocation  instructions.  However,  if your Contract provides
for a full refund of payments under its "Right to Cancel"  provision as required
in your state (see THE CONTRACT -- "Free Look Period," below), we will initially
allocate your sub-account  investments to the sub-account investing in the Money
Market  portfolio.  We will reallocate all amounts  according to your investment
choices no later than the  expiration  of four  calendar days plus the number of
days  under the state  free look  period  (usually  10 days,  but longer in some
circumstances).

If your initial payment is equal to the amount of the Guideline  Single Premium,
the  contract  will be issued  with the  Guaranteed  Death  Benefit  Rider at no
additional cost. If the Guaranteed Death Benefit Rider is in effect on the final
payment date, a guaranteed net death benefit will be provided  thereafter unless
the Guaranteed Death Benefit Rider is subsequently terminated.  See THE CONTRACT
- -- "Death Benefit" -- "Guaranteed  Death Benefit  Rider," below.  THE GUARANTEED
DEATH BENEFIT RIDER MAY NOT BE AVAILABLE IN ALL JURISDICTIONS.

FREE LOOK PERIOD

The  Contract  provides  for a free  look  period  under  the  Right  to  Cancel
provision.  You have the right to examine and cancel your  Contract by returning
it to us or to one of our  representatives  on or before  the tenth day (or such
later date as required in your state) after you receive the Contract.

If your  Contract  provides  for a full  refund  under  its  "Right  to  Cancel"
provision as required in your state, your refund will be your entire payment. If
your Contract does not provide for a full refund, you will receive:

    - Amounts allocated to the Fixed Account; PLUS

    - The Contract Value in the sub-accounts; PLUS

    - All fees, charges and taxes which have been imposed.

We may delay a refund of any  payment  made by check until the check has cleared
your bank.  Your refund will be  determined  as of the  Valuation  Date that the
Contract is received at our Variable Life Service Center.

CONVERSION PRIVILEGE

Within 24 months of the date of issue,  you can  convert  your  Contract  into a
non-variable  Contract by transferring all Contract Value in the sub-accounts to
the Fixed Account.  The conversion  will take effect at the end of the valuation
period in which we receive,  at our Variable Life Service Center,  notice of the
conversion  satisfactory to us. There is no charge for this conversion.  We will
allocate  any future  payment(s)  to the Fixed  Account,  unless you instruct us
otherwise.

PAYMENTS

The Contracts are designed for a large single payment to be paid by the Contract
Owner on or before the date of issue.  The minimum  initial  payment is $10,000.
The initial  payment is used to determine the face amount.  The face amount will
be determined  by treating the payment as equal to 100% of the guideline  single
premium except as provided below.

You also indicate the desired face amount on the application. If the face amount
specified  exceeds 100% of the guideline  single premium for the payment amount,
the application will be amended and a Contract with a higher face amount will be
issued.  If the face amount  specified is less than 80% of the guideline  single
premium for the payment amount,  the application  will be amended and a Contract
with a lower face amount will be issued.  The  Contract  Owner must agree to any
amendment to the application.

Under  our  underwriting  rules,  the face  amount  must be based on 100% of the
guideline  single  premium to be eligible  for  simplified  underwriting  and to
qualify for the Guaranteed Death Benefit Rider.

Payments  are  payable  to the  Company.  Payments  may be  made  by mail to our
Variable  Life  Service  Center or through our  authorized  representative.  Any
additional  payment,  after the initial payment, is credited to the sub-accounts
or Fixed Account on the date of receipt at the Variable Life Service Center .

The Contract  limits the ability to make  additional  payments.  Any  additional
payment(s)  may not cause total  payments  to exceed the maximum  payment on the
specifications pages of your Contract. Additional payments may be accepted by us
subject to our underwriting approval if the payment would increase the amount of
the death benefit.  No additional  payment may be less than $10,000  without our
consent except as necessary to keep a Contract in force.

Total payments may not exceed the current  maximum  payment limits under federal
tax law. Where total payments would exceed the current  maximum  payment limits,
we will only accept that part of a payment that will make total  payments  equal
the  maximum.  We will  return any part of a payment  that is greater  than that
amount.  However,  we will  accept a payment  needed to prevent  Contract  lapse
during a Contract year. See CONTRACT TERMINATION AND REINSTATEMENT.

ALLOCATION OF PAYMENTS

In the application for your Contract,  you decide the initial  allocation of the
payment  among the  sub-accounts  and the Fixed  Account.  You may  allocate the
payment to one or more of the  sub-accounts  and/or the Fixed  Account.  You may
allocate  payment  among up to  seventeen  (17)  sub-accounts,  plus  the  Fixed
Account.  The minimum  amount that you may allocate to a  sub-account  or to the
Fixed Account without our consent is 5.0% of the payment. Allocation percentages
must be in whole numbers (for example, 33 1/3% may not be chosen) and must total
100%.

You may  change the  allocation  of any  future  payment  by written  request or
telephone request. You have the privilege to make telephone requests, unless you
elected not to have the privilege on the application.  The policy of the Company
and its  representatives and affiliates is that they will not be responsible for
losses  resulting from acting on telephone  requests  reasonably  believed to be
genuine.   We  will  use  reasonable   methods  to  confirm  that   instructions
communicated by telephone are genuine;  otherwise, the Company may be liable for
any losses from unauthorized or fraudulent instructions. We require that callers
on behalf of a Contract  Owner  identify  themselves  by name and  identify  the
Contract Owner by name, date of birth and Social Security number.  All telephone
requests are tape recorded. An allocation change will take effect on the date of
receipt of the notice at the Variable Life Service Center.

The Contract Value in the sub-accounts will vary with investment experience. You
bear this  investment  risk.  Investment  performance  may also affect the death
benefit. Review your allocations of Contract Value as market conditions and your
financial planning needs change.

TRANSFER PRIVILEGE

At any time prior to the election of a benefit  payment  option,  subject to our
then current rules, you may transfer amounts among the sub-accounts or between a
sub-account  and the Fixed  Account.  (You may not transfer  that portion of the
Contract Value held in the Fixed Account that secures a Contract loan.)

We will  make  transfers  at your  written  request  or  telephone  request,  as
described in THE CONTRACT -- ALLOCATION  OF PAYMENTS.  Transfers are effected at
the value next computed after receipt of the transfer order.

The first 18 transfers in a Contract year are free.  After that, we may deduct a
transfer charge, not to exceed $25, from amounts  transferred on each additional
transfer in that Contract year.

Transfers involving the Fixed Account are currently permitted only if:

- - - There has been at least a ninety  (90) day  period  since the last  transfer
  from the Fixed Account; and

- - - The amount  transferred  from the Fixed  Account in each  transfer  does not
  exceed the lesser of $100,000 or 25% of the Contract Value.

These limitations do not apply to automatic transfers from the Fixed Account you
elect to make under the Dollar Cost Averaging Option.

You may apply for  automatic  transfers  under either the Dollar Cost  Averaging
(DCA) option or the  Automatic  Account  Rebalancing  (AAR) option by submitting
your written request to our Variable Life Service Center. Transfers under either
DCA or AAR are generally  effective on the 15th day of each scheduled  month. If
your  written  request is  received  by us prior to the 15th of the month,  your
option  may  begin as early as the 15th of the  month in which we  receive  your
request.  Otherwise, your option may begin as early as the 15th of the following
month.  You may cancel your election of an option by written request at any time
with  regard to future  transfers.  The DCA option and the AAR option may not be
effective at the same time on your  Contract.  If you elect one option and, at a
later  date,  submit  written  request  for the other  option,  your new written
request will be honored, and the previously elected option will be automatically
terminated.

Dollar Cost Averaging.  This option allows you to systematically  transfer a set
dollar amount from a "source account" you select for your Contract on a monthly,
quarterly,  or  semi-annual  basis to one or more  sub-accounts.  You may choose
either  the Money  Market  sub-account  or the  Fixed  Account  as your  "source
account".  The minimum amount of each DCA transfer from the "source  account" is
$100, and you may not have value in more than seventeen sub-accounts. The Dollar
Cost Averaging  option is designed to reduce the risk of your  purchasing  units
only when the price of the units is high, but you should carefully consider your
financial  ability to continue  the option over a long enough  period of time to
purchase  units when their  value is low as well as when they are high.  The DCA
option does not assure a profit or protect  against a loss.  The DCA option will
terminate automatically when the value of your "source account" is depleted.

There is no  additional  charge for  electing  the DCA option.  Transfers to the
Fixed Account are not permitted  under the DCA option.  Transfers from the Fixed
Account  as the  "source  account"  will not be subject  to the  limitations  on
transfers  from the Fixed  Account.  We reserve the right to  terminate  the DCA
option at any time and for any reason.

Automatic Account  Rebalancing (AAR). Once your payments and requested transfers
have been allocated  among your  sub-account  choices,  the  performance of each
sub-account  may cause your  allocation to shift such that the relative value of
one or more sub-accounts is no longer  consistent with your overall  objectives.
Under the Automatic Account  Rebalancing  option,  the balances in your selected
sub-accounts  can be restored to the  allocation  percentages  you elect on your
written request by transferring values among the sub-accounts.  You may not have
value in more than seventeen sub-accounts. The minimum percentage allocation for
each selected sub-account without our consent is 5%, and percentage  allocations
must  be  in  whole  numbers.  The  AAR  option  is  available  on a  quarterly,
semi-annual or annual basis. The minimum total amount of the transfers under the
AAR option is $100 per  scheduled  date. If the total  transfer  amount would be
less than $100, no transfer will occur on that  scheduled  date.  The AAR option
does not guarantee a profit or protect against a loss.

There is no additional charge for electing the AAR option.  Transfers to or from
the Fixed Account are not permitted  under the AAR option.  We reserve the right
to terminate the AAR option at any time and for any reason.

The first  automatic  transfer  for the elected  option  counts as one  transfer
toward the 18 free  transfers  allowed in each Contract  year.  Each  subsequent
automatic  transfer  for the  elected  option is free,  and does not  reduce the
remaining number of transfers that are free in a Contract year.

The following transfers will not count toward the 18 free transfers:

    -    any transfers made for a conversion privilege;

    -   transfers to or from the Money Market  sub-account  during the free-look
        period if your Contract provides for a full refund of payments under the
        free-look provision (see "THE CONTRACT - APPLYING FOR A CONTRACT");

    -    transfers because of a Contract loan or a Contract loan repayment; and

    -    transfers because of a material change in investment policy.

TRANSFER PRIVILEGES SUBJECT TO POSSIBLE LIMITS

All of the transfer  privileges  described above are subject to our consent.  We
reserve the right to impose limits on transfers  including,  but not limited to,
the:

    - Minimum amount that may be transferred;

    - Minimum amount that may remain in a sub-account following a transfer from
      that sub-account;

    - Minimum period between transfers involving the Fixed Account; and

    - Maximum amounts that may be transferred from the Fixed Account.

These rules are subject to change by the Company.

DEATH BENEFIT

If the Contract is in force on the Insured's  death,  we will, with due proof of
death,  pay the net death benefit to the named  beneficiary.  For  Second-to-Die
Contracts,  the net death benefit is payable on the death of the last  surviving
Insured.  There is no death benefit payable on the death of the first Insured to
die. We will normally pay the net death  benefit  within seven days of receiving
due  proof  of the  Insured's  death,  but we may  delay  payment  of net  death
benefits.  (See OTHER CONTRACT  PROVISIONS - "Delay of Benefit  Payments.")  The
beneficiary  may receive the net death  benefit in a lump sum or under a benefit
payment  option,  unless the benefit  payment option has been  restricted by the
Contract  Owner.  (See  APPENDIX  C - BENEFIT  PAYMENT  OPTIONS.)  The net death
benefit  is the amount of the death  benefit  reduced  by  certain  amounts,  as
described  below.  The amount of the death benefit in some instances  depends on
whether the  Guaranteed  Death Benefit Rider is in effect on the Contract at the
time of the Insured's death.

GUARANTEED DEATH BENEFIT RIDER (NOT AVAILABLE IN ALL  JURISDICTIONS) - If at the
time of  issue  the  Contract  Owner  has  made  payments  equal  to 100% of the
guideline single premium,  a Guaranteed Death Benefit Rider will be added to the
Contract at no additional  charge,  if the Rider is available in your state. The
Contract  will not lapse while the  Guaranteed  Death Benefit Rider is in force.
The Guaranteed Death Benefit Rider will terminate (AND MAY NOT BE REINSTATED) on
the first to occur of:

         -- Foreclosure of the outstanding loan;

         -- A request for a partial withdrawal or a loan after the final payment
           date; or

         --Your written request to terminate the Rider.


DEATH BENEFIT AND NET DEATH BENEFIT - Through the final payment date,  the death
benefit is equal to the GREATER of the:

         -- Face amount, or

         -- Guideline minimum sum insured.

Through the final payment date, the net death benefit is:

         -- The death benefit MINUS

         -- Any outstanding  loan, rider charges and monthly  deductions due and
         unpaid through the Contract month in which the Insured dies, as well as
         any  unpaid  partial  withdrawals,  withdrawal  transaction  fees,  and
         applicable surrender charges.

If the  Guaranteed  Death  Benefit Rider is in effect on the final payment date,
and is not  subsequently  terminated,  then the  death  benefit  after the final
payment date is the GREATER of:

         -- The face amount on the final payment date, or

         --The guideline minimum sum insured as of the date due proof of death 
          is received by us.

The net death  benefit  after the final  payment  date if the  Guaranteed  Death
Benefit Rider is in effect is:

         -- The death benefit MINUS

         -- Any outstanding loan, through the month in which the Insured dies.

If the Guaranteed  Death Benefit Rider is NOT in effect,  then the death benefit
after the final payment date is the guideline minimum sum insured as of the date
due proof of death is received by us.

The net death  benefit  after the final  payment  date if the  Guaranteed  Death
Benefit Rider is NOT in effect is:

         -- The death benefit MINUS

         -- Any outstanding  loan,  through the month in which the Insured dies,
         as well as any unpaid partial withdrawals, withdrawal transaction fees,
         and applicable surrender charges.


GUIDELINE  MINIMUM  SUM  INSURED  -- The  guideline  minimum  sum  insured  is a
percentage of the Contract Value as set forth in APPENDIX A -- GUIDELINE MINIMUM
SUM INSURED  TABLE.  The  guideline  minimum  sum  insured is computed  based on
federal income tax  regulations to ensure that the Contract  qualifies as a life
insurance  contract and that the insurance  proceeds  generally will be excluded
from the gross income of the beneficiary.

ILLUSTRATION -- In this  illustration,  assume that the Insured is under the age
of 40, and that there is no outstanding loan.

A Contract  with a $100,000  face amount  will have a death  benefit of at least
$100,000.  However,  because the death  benefit must be equal to or greater than
265% of Contract  Value, if the Contract Value exceeds $37,736 the death benefit
will exceed the $100,000 face amount.  In this example,  each dollar of Contract
Value above  $37,736 will increase the death  benefit by $2.65.  For example,  a
Contract  with a Contract  Value of $50,000  will have a  guideline  minimum sum
insured of $132,500  ($50,000 X 2.65);  Contract Value of $60,000 will produce a
guideline  minimum sum insured of $159,000  ($60,000 X 2.65); and Contract Value
of $75,000 will produce a guideline  minimum sum insured of $198,750  ($75,000 X
2.65).

Similarly,  if the Contract Value exceeds $37,736,  each dollar taken out of the
Contract  Value will reduce the death  benefit by $2.65.  If, for  example,  the
Contract   Value  is  reduced  from  $60,000  to  $50,000   because  of  partial
withdrawals,  charges or negative investment performance, the death benefit will
be reduced from $159,000 to $132,500. If, however, the Contract Value multiplied
by the applicable  percentage from the table in Appendix A is less than the face
amount, the death benefit will equal the face amount.

The applicable  percentage becomes lower as the Insured's age increases.  If the
Insured's age in the above example  were,  for example,  50 (rather than between
zero and 40), the applicable  percentage  would be 200%. The death benefit would
not exceed the $100,000 face amount unless the Contract Value  exceeded  $50,000
(rather  than  $37,736),  and each dollar  then added to or taken from  Contract
Value would change the death benefit by $2.00.

OPTION TO ACCELERATE  DEATH BENEFITS  (LIVING BENEFITS RIDER) - Subject to state
law and approval,  you may elect to add the Option to Accelerate  Death Benefits
(Living  Benefits  Rider) to your  Contract.  This rider is only  available  for
Contracts  providing  insurance  coverage  on a single  life.  The  rider is not
available on Second-to-Die Contracts.  There is no direct charge for this rider.
The rider  allows you to receive a portion  of the net death  benefit  while the
Insured is alive,  subject  to the  conditions  of the  rider.  You may submit a
written request to receive the "living benefit" under this rider if the Contract
is in force and a qualified  physician certifies that the Insured has an illness
or physical condition which is likely to result in the Insured's death within 12
months. You may receive the living benefit either in a single sum or in 12 equal
payments. The option may only be exercised once under the Contract.

The amount you may receive is based on the "option amount". The option amount is
the  portion  of the  death  benefit  you  elect to apply  under the rider as an
accelerated  death  benefit.  The option amount must be at least $25,000 and may
not exceed the smallest of

    - One-half of the death benefit on the date the option is elected;  or - The
    amount that would reduce the face amount to our current minimum issue limit;
    or

    -    $250,000
The "living  benefit" is the lump sum benefit under this rider and is the amount
used to determine  the monthly  benefit under the rider.  It is the  actuarially
calculated  present value of the option amount adjusted to reflect the actuarial
present value of lost future  mortality  charges and to reflect any  outstanding
loans.  The  methodology  used  in  this  calculation  is  on  file  with  state
departments  of  insurance,  where  required.  Subject to state law,  an expense
charge of $150 will be deducted  from the  Contract  Value if you  exercise  the
option under this rider.

If you elect to exercise this option, your Contract will be affected as follows:

    -A  portion  of the  outstanding  loan  will be  deducted  from  the  living
     benefit, while the remaining outstanding loan will continue in force;

    -  The Contract's death benefit will be decreased by the option amount; and

    - The Contract Value will be reduced in the same proportion as the reduction
in the death benefit.

The  portion of the  outstanding  loan which  will be  deducted  from the living
benefit will equal the  outstanding  loan times the option amount divided by the
death benefit.

There will be no surrender charges assessed on the reduction in Contract Value.

If you  elect to  exercise  this  option,  we will  provide  you with a  written
statement of the effect  exercising  this option will have on the values in your
Contract,  including  the  effect  on the  outstanding  loan  amount,  the death
benefit,  and the surrender  value. We will not distribute the living benefit to
you until you  authorize  the  distribution  after we have provided this written
statement.

The rider is intended to provide a qualified  accelerated  death benefit that is
excludable  from gross income for federal  income tax purposes.  Whether any tax
liability may be incurred, however, depends upon a number of factors.


CONTRACT VALUE

The Contract Value is the total value of your Contract. It is the SUM of:

    - Your accumulation in the Fixed Account; PLUS

    - The value of your units in the sub-accounts.

There is no guaranteed  minimum  Contract Value.  The Contract Value on any date
depends on variables that cannot be predetermined.

Your Contract Value is affected by the:

    - Amount of your payment(s);

    - Interest credited in the Fixed Account;

    - Investment performance of the sub-accounts you select;

    - Partial withdrawals;

    - Loans, loan repayments and loan interest paid or credited; and

    - Charges and deductions under the Contract.

COMPUTING  CONTRACT  VALUE -- We compute the Contract Value on the date of issue
and on each valuation date. On the date of issue, the Contract Value is:

    - Your payment plus any interest  earned  during the period it was allocated
      to the Fixed  Account  (see "THE  CONTRACT -- APPLYING  FOR A  CONTRACT");
      MINUS

    - The monthly deductions due.

On each  valuation  date after the date of issue,  the Contract Value is the SUM
of:

    - Accumulations in the Fixed Account; PLUS

    - The SUM of the PRODUCTS of:

       - The number of units in each sub-account; TIMES

       - The value of a unit in each sub-account on the valuation date.

THE UNIT -- We allocate each payment to the sub-accounts you selected. We credit
allocations to the sub-accounts as units. Units are credited separately for each
sub-account.

The number of units of each sub-account credited to the Contract is the QUOTIENT
of:

    - That part of the payment allocated to the sub-account; DIVIDED BY

    - The dollar value of a unit on the valuation date the payment is received
      at our Variable Life Service Center. (Prior to the end of the free-look
      period for your Contract, however,
      different rules may apply.  See THE CONTRACT - APPLYING FOR A CONTRACT.)

The number of units will remain fixed  unless  changed by a split of unit value,
transfer,  transfer charge, loan, partial withdrawal or surrender. Also, monthly
deductions  taken from a sub-account  will result in cancellation of units equal
in value to the amount deducted.

The  dollar  value of a unit of a  sub-account  varies  from  valuation  date to
valuation  date based on the  investment  experience of that  sub-account.  This
investment experience reflects the investment performance,  expenses and charges
of the portfolio in which the  sub-account  invests.  The value of each unit was
set at $10.00 on the first valuation date of each  sub-account  (except that the
value for the Money Market sub-account was set at $1.00).

The value of a unit on any valuation date is the PRODUCT of:

    - The dollar value of the unit on the preceding valuation date; TIMES

    - The net investment factor.

NET  INVESTMENT  FACTOR -- The net  investment  factor  measures the  investment
performance  of a sub-account  during the valuation  period just ended.  The net
investment factor for each sub-account is the result of:

    - The net asset value per share of a portfolio held in the sub-account 
      determined at the end of the current valuation period; PLUS

    - The per share amount of any dividend or capital gain distributions made by
      the  portfolio  on shares in the  sub-account  if the  "ex-dividend"  date
      occurs during the current valuation period; DIVIDED BY

    - The net asset value per share of a portfolio share held in the sub-account
      determined as of the end of the immediately  preceding  valuation  period;
      MINUS

    - The mortality and expense risk charge for each day in the valuation period
      at an  annual  rate  of  0.80%  of the  daily  net  asset  value  of  that
      sub-account.

The net investment factor may be more or less than one.

BENEFIT PAYMENT OPTIONS

The net death  benefit  payable may be paid in a single sum or under one or more
of the benefit  payment  options then offered by the  Company.  Benefit  payment
options  are paid from the General  Account and are not based on the  investment
experience of the Separate Account.  See "APPENDIX C - BENEFIT PAYMENT OPTIONS."
These benefit  payment options also are available at the maturity date or if the
Contract  is  surrendered.  If no  election  is made,  we will pay the net death
benefit in a single sum.

OPTIONAL INSURANCE BENEFITS

You may add an optional insurance benefit to the Contract by rider, as described
in APPENDIX B -- OPTIONAL  INSURANCE  BENEFITS.  The cost of optional  insurance
benefits, if any, becomes part of the monthly insurance protection charge.

SURRENDER

You may surrender the Contract and receive its  surrender  value.  The surrender
value is:

    - The Contract Value; MINUS

    - Any outstanding loan and surrender charges.

We will compute the surrender  value on the  valuation  date on which we receive
your written  request for  surrender.  We will deduct a surrender  charge if you
surrender the Contract within nine full Contract years of the date of issue. See
CHARGES AND  DEDUCTIONS -- "Surrender  Charge." If you reinstate  your Contract,
however,  your surrender  charges upon  reinstatement  will be the charges which
applied on the date of default, and Contract years will be adjusted accordingly.
See CONTRACT TERMINATION AND REINSTATEMENT. The surrender value may be paid in a
lump sum or under a benefit  payment option then offered by us. See APPENDIX C -
BENEFIT PAYMENT  OPTIONS.  We will normally pay the surrender value within seven
days  following  our  receipt  of your  written  request.  We may delay  benefit
payments  under the  circumstances  described in OTHER  CONTRACT  PROVISIONS  --
"Delay of Benefit Payments."

The surrender  value will  generally be includible in gross income to the extent
that the  surrender  value plus any  outstanding  loan at the time of  surrender
exceeds the "tax  basis" in the  Contract.  In  addition,  if the  Contract is a
modified  endowment  contract  (MEC), a 10% federal tax penalty may apply to the
taxable portion of the surrender value if the Contract Owner is less than 59 1/2
years old at the time of the  distribution.  See TAXATION OF THE  CONTRACTS  for
important information about surrenders.

PARTIAL WITHDRAWAL

You may withdraw part of the Contract Value of your Contract on written request.
Your written  request must state the dollar amount you wish to receive.  You may
allocate the amount withdrawn among the  sub-accounts and the Fixed Account.  If
you do not provide allocation instructions,  we will make a pro rata allocation.
Each partial  withdrawal  must be at least  $1,000.  We will not allow a partial
withdrawal if it would reduce the Contract Value below $10,000.  The face amount
is  reduced  proportionately  based on the ratio of the  amount  of the  partial
withdrawal plus withdrawal  transaction fees and applicable surrender charges to
the Contract Value on the date of withdrawal.

On a partial  withdrawal from a sub-account,  we will cancel the number of units
equal in value to the amount withdrawn.  The amount withdrawn will be the amount
you requested plus the withdrawal  transaction fee plus the applicable surrender
charges.  See CHARGES AND  DEDUCTIONS  --  "Surrender  Charges"  and CHARGES AND
DEDUCTIONS  --  "Partial  Withdrawal  Costs." We will  normally  pay the partial
withdrawal  within seven days following our receipt of the written  request.  We
may delay payment as described in OTHER CONTRACT PROVISIONS -- "Delay of Benefit
Payments."

If the Contract is considered a modified  endowment  contract  (MEC),  a partial
withdrawal  will be includible in gross income on an  "income-out-first"  basis.
Additionally,  a 10% federal  tax penalty may apply to the taxable  portion of a
partial  withdrawal  if the Contract  Owner is less than 59 1/2 years old at the
time  of  the  distribution.   See  TAXATION  OF  THE  CONTRACTS  for  important
information about partial withdrawals.

                                              CHARGES AND DEDUCTIONS

The  following  charges  will  apply to your  Contract  under the  circumstances
described. Some of these charges apply throughout the Contract's duration.

MONTHLY DEDUCTIONS

On the  monthly  processing  date,  the  Company  will deduct an amount to cover
charges  and  expenses  incurred in  connection  with the  Contract.  No monthly
deductions  will be taken after the final payment date or, for the  Distribution
Fee and the Tax Charge,  after the end of the tenth Contract year.  This monthly
deduction  will be  deducted  by  subtracting  values  from  the  Fixed  Account
accumulation  and/or  canceling  units from each  applicable  sub-account in the
ratio that the portion of the  Contract  Value in the  sub-account  bears to the
Contract  Value.  The amount of the  monthly  deduction  will vary from month to
month.  If the Contract Value is not  sufficient to cover the monthly  deduction
which  is  due,  the  Contract  may  lapse.   (See  CONTRACT   TERMINATION   AND
REINSTATEMENT.)
The monthly deduction is comprised of the following charges:


- - -  ADMINISTRATION  CHARGE:  The Company  imposes a monthly charge at an annual
rate of  0.30%  of the  Contract  Value.  This  charge  is to  reimburse  us for
administrative  expenses incurred in the  administration of the Contract.  It is
not expected to be a source of profit.

- - - MONTHLY  INSURANCE  PROTECTION  CHARGE:  Immediately  after the  Contract is
issued the death benefit will be greater than the payment. While the Contract is
in force,  the death benefit  generally will be greater than the payment(s).  To
enable us to pay this excess of the death  benefit  over the Contract  Value,  a
monthly cost of insurance  charge is deducted.  This charge varies  depending on
the type of Contract and the underwriting class of the insured. In no event will
the current  deduction for the cost of insurance  exceed the guaranteed  maximum
insurance protection rates set forth in the Contract. These guaranteed rates are
based on the  Commissioners  1980 Standard  Ordinary  Mortality Tables (Age Last
Birthday),  Tobacco  User or  Non-Tobacco  User (males rates are used for unisex
Contracts and Mortality Table D for  Second-to-Die  Contracts) and the Insured's
sex and Age. There are  appropriate  adjustments  in the rates for  non-standard
ratings.  The  Tables  used for  this  purpose  set  forth  different  mortality
estimates for males and females and for tobacco user and  non-tobacco  user. Any
change in the insurance  protection rates will apply to all Insureds of the same
Age, sex and underwriting  class whose Contracts have been in force for the same
period.

The underwriting class of an Insured will affect the insurance  protection rate.
We currently place Insureds into standard  underwriting classes and non-standard
underwriting  classes.  The  underwriting  classes  are  also  divided  into two
categories:  tobacco user and non-tobacco user. We will place Insureds under the
age of 18 at the date of issue in a standard or non-standard underwriting class.
We will then classify the Insured as a non-tobacco user when the Insured reaches
age 18.

We also charge different  current monthly  insurance  protection rates depending
upon whether the Contract was issued based on simplified  underwriting  criteria
or,  instead,  was issued based on full  underwriting.  For  example,  the rates
charged for a standard,  non-tobacco user underwriting class will differ between
individuals  in that  class  covered  under  Contracts  issued  on a  simplified
underwriting basis compared to individuals in that class covered under Contracts
issued on a fully underwritten basis.

Currently, simplified underwriting applies to all applications which meet all of
the following conditions:

    -    The Insured (younger Insured for Second-to-Die applications) is at
          least 30 years old but not older than 80 on the date of issue;
    -    The premium paid is 100% of the guideline single premium;
- -        The premium is at least $10,000 but not more than the maximum permitted
        under our current simplified underwriting guidelines; and
    -  Information  disclosed  on the  application  and  received by us from the
    Medical  Information  Bureau,  Inc.  (MIB) is  consistent  with our  current
    simplified underwriting guidelines.

 Any application  which does not meet all of the conditions listed above will be
 fully underwritten.  We may change our simplified  underwriting criteria at any
 time.

- - - DISTRIBUTION  FEE:  During the first ten Contract  years,  we make a monthly
deduction  to  compensate  us for a  portion  of the  sales  expenses  which are
incurred by us with respect to the Contracts.  This charge is equal to an annual
rate of 0.40% of the Contract Value.

- - - TAX CHARGE: During the first ten Contract years, we make a monthly deduction
to partially compensate us for state and local premium taxes, and federal income
tax treatment of Deferred  Acquisition  Costs. This charge is equal to an annual
rate of 0.20% of Contract Value.  Premium tax rates vary from state to state and
are a percentage of payments made by Contract Owners to us. Currently,  rates in
the fifty  states and the  District of Columbia  range  between  0.75% and 3.5%.
Since we are  subject to  retaliatory  tax,  the  effective  premium  tax for us
typically  ranges  between  2.35%  and 3.5%.  Typically,  we pay  premium  taxes
(including  retaliatory  tax) in all  jurisdictions,  but the Tax Charge will be
deducted,  even if we are not subject to premium or retaliatory  tax in a state.
The Company does not intend to profit from this charge.

- - - RIDER CHARGES:  any charges for riders are deducted monthly.  Currently we
do not impose any charges for riders available under the Contract.

- - - DAILY DEDUCTIONS: We assess each sub-account with a charge for mortality and
expense risks we assume.  Portfolio  expenses are also reflected in the Separate
Account.

- - - MORTALITY  AND EXPENSE  RISK  CHARGE:  We impose a daily charge at an annual
rate of 0.80% of the  average  daily net asset value of each  sub-account.  This
charge  compensates  us for assuming  mortality  and expense  risks for variable
interests in the Contracts.

The  mortality  risk we assume is that Insureds may live for a shorter time than
anticipated.  If  this  happens,  we will  pay  more  net  death  benefits  than
anticipated. The expense risk we assume is that the expenses incurred in issuing
and   administering   the  Contracts  will  exceed  those   compensated  by  the
administration charges in the Contracts. If the charge for mortality and expense
risks is not  sufficient to cover  mortality  experience  and expenses,  we will
absorb the  losses.  If the charge  turns out to be higher  than  mortality  and
expense  risk  expenses,  the  difference  will be a profit to us. If the charge
provides  us with a profit,  the  profit  will be  available  for our use to pay
distribution, sales and other expenses.

- - - PORTFOLIO EXPENSES:  The value of the units of the sub-accounts will reflect
the investment  advisory fee and other  expenses of the portfolios  whose shares
the  sub-accounts  purchase.  The  prospectuses  and  statements  of  additional
information of the portfolios  contain more information  concerning the fees and
expenses.

No charges are  currently  made  against the  sub-accounts  for federal or state
income taxes.  Should income taxes be imposed,  we may make  deductions from the
sub-accounts to pay the taxes. See TAXATION OF THE CONTRACTS.

SURRENDER CHARGE

The  Contract's  contingent  surrender  charge is a deferred sales charge and an
unrecovered   tax  charge.   The  deferred  sales  charge   compensates  us  for
distribution expenses, including commissions to our representatives, advertising
and the printing of prospectuses and sales literature.



- --------------------------- -------------------------- -------------------------- --------------------------
      Contract Year             Surrender Charge             Contract Year            Surrender Charge
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
                                                                                 
            1                          9%                          6                         4%
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
            2                          8%                          7                         3%
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
            3                          7%                          8                         2%
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
            4                          6%                          9                         1%
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
            5                          5%                         10+                        0%
- --------------------------- -------------------------- -------------------------- --------------------------



The  surrender  charge  applies for nine  Contract  years.  (See  REINSTATEMENT,
however for how surrender charges and applicable  Contract years are adjusted if
a contract is  reinstated.)  We impose the surrender  charge only if, during its
duration,  you request a full surrender or a partial withdrawal in excess of the
free withdrawal amount.


PARTIAL WITHDRAWAL COSTS - SURRENDER CHARGES AND WITHDRAWAL TRANSACTION FEES.

A  surrender  charge  may  be  deducted  from  Contract  Value  due  to  partial
withdrawal. However, in any Contract year, you may withdraw, without a surrender
charge, up to:

    - 10% of the Contract Value; MINUS

    - The total of any prior free  withdrawals  in the same Contract year ("Free
      10% Withdrawal").

The right to make the Free 10% Withdrawal is not  cumulative  from Contract year
to Contract  year.  For example,  if only 8% of Contract Value were withdrawn in
the second Contract year, the amount you could withdraw in future Contract years
would not be increased by the amount you did not withdraw in the second Contract
year.

We impose any applicable  surrender  charge on any  withdrawal  greater than the
Free 10% Withdrawal.

Currently,   we  do  not  impose  a  withdrawal   transaction  fee  for  partial
withdrawals. We reserve the right to impose a withdrawal transaction fee of 2.0%
of the amount withdrawn, not to exceed $25.

TRANSFER CHARGES

The first 18 transfers in a Contract year are free.  After that, we may deduct a
transfer  charge not to exceed $25 from  amounts  transferred  in that  Contract
year. This charge reimburses us for the  administrative  costs of processing the
transfer.

If you apply for  automatic  transfers,  the first  automatic  transfer  for the
elected option counts as one transfer.  Each future  automatic  transfer for the
elected  option is without  charge and does not reduce the  remaining  number of
transfers that may be made without charge.

Each of the following  transfers of Contract Value is free and does not count as
one of the 18 free transfers in a Contract year:

    - A conversion within the first 24 months from date of issue;

    - A transfer to the Fixed Account to secure a loan;

    - A transfer from the Fixed Account as a result of a loan repayment;

    - A reallocation of value in the Money Market sub-account as described above
    under "THE CONTRACT - Applying for a Contract"; and

    - A transfer made because of a material change in investment policy.

                                                  CONTRACT LOANS

You may borrow money secured by your Contract  Value,  both during and after the
first  Contract  year.  The total  amount you may borrow is the loan value.  The
maximum  loan  value is 90% of the  result  of  Contract  Value  less  surrender
charges. Contract Value equal to the outstanding loan will earn monthly interest
in the Fixed Account at an annual rate of at least 4.0%.

The  minimum  loan amount is $1,000.  The maximum  loan amount is the loan value
minus any outstanding loan. We will usually pay the loan within seven days after
we receive the written  request.  We may delay the payment of loans as stated in
"OTHER CONTRACT PROVISIONS -- Delay of Payments."

We will allocate the loan among the sub-accounts and the Fixed Account according
to your instructions.  If you do not make an allocation, we will make a pro rata
allocation.  We  will  transfer  the  portion  of the  Contract  Value  in  each
sub-account  equal to the Contract loan to the Fixed Account.  We will not count
this transfer as a transfer subject to the transfer charge.

PREFERRED LOAN OPTION

Any  portion  of the  outstanding  loan that  represents  (1)  earnings  in this
Contract,  (2) a loan from an exchanged life  insurance  policy that was carried
over to this Contract,  or (3) the gain in the exchanged  life insurance  policy
that was carried over to this Contract may be treated as a preferred  loan.  The
available percentage of the gain carried over from an exchanged policy, less any
policy loan carried over, which will be eligible for preferred loan treatment is
as follows:



- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
    Beginning           Unloaned          Beginning           Unloaned         Beginning         Unloaned
 of Contract Year    Gain Available    of Contract Year    Gain Available     of Contract     Gain Available
                                                                                  Year
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
                                                                                  
        1                  0%                  6                 50%               11+             100%
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
        2                  10%                 7                 60%
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
        3                  20%                 8                 70%
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
        4                  30%                 9                 80%
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------
        5                  40%                10                 90%
- ------------------- ------------------ ------------------ ------------------ ---------------- ----------------


The annual  interest  rate credited to the Contract  Value  securing a preferred
loan will be at least 5.5%.

There is some uncertainty as to the tax treatment of preferred loans.  Consult a
qualified tax adviser. See TAXATION OF THE CONTRACTS.

LOAN INTEREST CHARGED

Interest  accrues daily at the annual rate of 6.0%.  Interest is due and payable
in arrears at the end of each Contract year or for as short a period as the loan
may exist.  Interest not paid when due will be added to the outstanding  loan by
transferring  the portion of the Contract Value equal to the interest due to the
Fixed Account. The interest due will bear interest at the same rate.

REPAYMENT OF OUTSTANDING LOAN

You may pay any loans  before  Contract  lapse or  foreclosure  and  before  the
maturity  date. We will  allocate  that part of the Contract  Value in the Fixed
Account  that  secured  a repaid  loan to the  sub-accounts  and  Fixed  Account
according to your instructions.  If you do not make a repayment  allocation,  we
will allocate  Contract Value  according to your most recent payment  allocation
instructions.  However, loan repayments allocated to the Separate Account cannot
exceed  that  portion of the  Contract  Value  previously  transferred  from the
Separate Account to secure the outstanding loan.

If the  outstanding  loan exceeds the Contract Value less the surrender  charge,
the  outstanding  loan will be in default  and the  Contract  will enter a grace
period.  We will mail a notice of default  and minimum  required  payment to the
last  known  address  of you and any  assignee.  If you do not  make  sufficient
payment within 62 days after this notice is mailed,  the Contract will terminate
with no value. See CONTRACT TERMINATION AND REINSTATEMENT.

EFFECT OF CONTRACT LOANS

Contract loans will  permanently  affect the Contract Value and surrender value,
and may permanently  affect the death benefit.  The effect could be favorable or
unfavorable, depending on whether the investment performance of the sub-accounts
is less than or greater than the interest  credited to the Contract Value in the
Fixed Account that secures the loan.

We will deduct any outstanding  loan from the proceeds  payable when the Insured
dies or from a surrender.

If the  outstanding  loan on your  Contract  exceeds  the  Contract  Value minus
surrender charges,  the Contract will be in default.  There is no charge imposed
solely  because the Contract goes into  default.  If you do not pay the required
premium within the grace period,  however,  the Contract will terminate  without
value.

If you  have  an  outstanding  loan,  decreases  in  Contract  Value,  including
decreases due to negative  investment  results in your sub-account  allocations,
could result in default of your Contract. If you have an outstanding loan and do
not pay loan interest when due,  unpaid  interest will be added to your loan and
will  bear  interest  at the  same  rate.  If  your  investment  gains  are  not
sufficient, the outstanding loan could be greater than your Contract Value minus
surrender charges, resulting in your Contract going into default.

In the event the  Contract  lapses or is  otherwise  terminated  while a loan is
outstanding, the loan is foreclosed and this foreclosure will be treated as cash
received  from the  Contract  for  income  tax  purposes.  See  TAXATION  OF THE
CONTRACTS.

If the Contract is considered a modified  endowment contract (MEC), a loan taken
from the Contract will be  includible  in gross income on an  "income-out-first"
basis. Additionally,  a 10% federal tax penalty may apply to the taxable portion
of a loan if the Contract Owner is less than 59 1/2 years old at the time of the
distribution.
See TAXATION OF THE CONTRACTS for important information about loans.


                                      CONTRACT TERMINATION AND REINSTATEMENT

CONTRACT LAPSE AND TERMINATION

 If the Guaranteed  Death Benefit Rider is not in effect on your  Contract,  the
Contract will lapse if, on a monthly  processing  date,  the surrender  value is
less than the monthly  deductions due. If the Contract  lapses,  you will have a
62-day grace period in which to pay required premium.  If sufficient  premium is
not paid by the end of the grace  period,  the Contract will  terminate  without
value.

If the  Guaranteed  Death  Benefit  Rider is in  effect  on your  Contract,  the
Contract will not lapse.  If the  Guaranteed  Death Benefit Rider is terminated,
however, your Contract may then lapse.

Additionally,  whether the Guaranteed Death Benefit Rider is or is not in effect
on the Contract,  if the outstanding loan at any time exceeds the Contract Value
minus the surrender  charges,  the outstanding  loan will be in default.  If the
outstanding loan goes into default, you will have a 62-day grace period in which
to pay back  the  excess  outstanding  loan.  If you do not pay back the  excess
outstanding loan by the end of the grace period, the loan will be foreclosed and
the Contract will terminate without value.

If the  Guaranteed  Death  Benefit  Rider  is in  effect  on the  Contract,  the
Guaranteed  Death Benefit Rider will terminate if the loan is  foreclosed.  Once
terminated, the Guaranteed Death Benefit Rider may not be reinstated.
See THE CONTACT - Guaranteed Death Benefit Rider.

REINSTATEMENT

A terminated  Contract may be reinstated  within three years (or such other time
period  required  by state  law) of the date of  default  and  before  the final
payment date (or, before the maturity date if the default  occurred  because the
outstanding  loan  exceeded  the Contract  Value less  surrender  charges).  The
reinstatement takes effect on the monthly processing date following the date you
submit to us:

    - Written application for reinstatement;

    - Evidence of insurability showing that the Insured is insurable according
      to our current underwriting rules;

    - A payment that is large  enough to cover the cost of all Contract  charges
      and deductions that were due and unpaid during the grace period;

    - A payment that is large enough to keep the Contract in force for three
      months; and

    - A payment or  reinstatement  of any loan against the Contract that existed
      at the end of the grace period.

Contracts  which have been  surrendered  may not be  reinstated.  The Guaranteed
Death Benefit Rider may not be reinstated.

SURRENDER  CHARGE -- For the purpose of measuring the surrender  charge  period,
the Contract will be reinstated as of the date of default.  The surrender charge
on the date of  reinstatement  is the  surrender  charge that would have been in
effect on the date of default.  The  remaining  period  during  which  surrender
charges apply,  as well as the percentage  charge  applicable,  will be adjusted
accordingly.

CONTRACT  VALUE  ON   REINSTATEMENT  --  The  Contract  Value  on  the  date  of
reinstatement is:

    - The payment  made to reinstate  the Contract and interest  earned from the
      date the payment was received at our Variable Life Service Center; PLUS

    - The Contract Value less any outstanding loan on the date of default; MINUS

    - The monthly deductions due on the date of reinstatement.

You may reinstate any outstanding loan.

                                             OTHER CONTRACT PROVISIONS

CONTRACT OWNER

The  Contract  Owner  named on the  specification  pages of the  Contract is the
Insured unless  another  Contract  Owner has been named in the  application.  As
Contract  Owner,  you are entitled to exercise  all rights  under your  Contract
while the Insured is alive, with the consent of any irrevocable beneficiary.

BENEFICIARY

The  beneficiary  is the  person or  persons  to whom the net death  benefit  is
payable on the Insured's death.  Unless  otherwise  stated in the Contract,  the
beneficiary  has no rights in the Contract  before the Insured  dies.  While the
Insured is alive, you may change the  beneficiary,  unless you have declared the
beneficiary to be  irrevocable.  An irrevocable  beneficiary may only be changed
with the consent of the irrevocable beneficiary. If no beneficiary is alive when
the Insured dies,  the Contract Owner (or the Contract  Owner's  estate) will be
the beneficiary. If more than one beneficiary is alive when the Insured dies, we
will pay each  beneficiary  in equal shares,  unless you have chosen  otherwise.
Where there is more than one beneficiary, the interest of a beneficiary who dies
before the Insured will pass to surviving beneficiaries  proportionally,  unless
the Contract Owner has requested otherwise.

ASSIGNMENT

You may assign a Contract  as  collateral  or make an absolute  assignment.  All
Contract rights will be transferred as to the assignee's  interest.  The consent
of the  assignee may be required to make  changes in payment  allocations,  make
transfers or to exercise other rights under the Contract. We are not bound by an
assignment  or release  thereof,  unless it is in writing  and  recorded  at our
Variable Life Service Center. When recorded,  the assignment will take effect on
the date the written request was signed.  Any rights the assignment creates will
be subject to any payments we made or actions we took before the  assignment  is
recorded.  We are not responsible for determining the validity of any assignment
or release.

THE FOLLOWING CONTRACT PROVISIONS MAY VARY BY STATE.

LIMIT ON RIGHT TO CHALLENGE THE CONTRACT

Except for fraud (unless such defense is prohibited by state law) or non-payment
of premium, we cannot challenge the validity of your Contract if the Insured was
alive after the Contract has been in force for two years from the date of issue.
This provision does not apply to any riders providing benefits  specifically for
disability  or death by  accident.  We may also  challenge  the validity of your
Contract  for  two  years  from  the  effective  date  of : (1)  any  change  in
underwriting class that you request; and (2) any reinstatement.

SUICIDE

The net death  benefit will not be paid if the Insured  commits  suicide,  while
sane or insane,  within two years from the date of issue.  Instead,  we will pay
the beneficiary all payments made for the Contract,  without interest,  less any
outstanding loan and partial withdrawals.

MISSTATEMENT OF AGE OR SEX

If the Insured's Age or sex is not correctly stated in the Contract application,
we will  adjust the death  benefit  and the face  amount  under the  Contract to
reflect the correct Age and sex. The adjustment  will be based upon the ratio of
the maximum  payment for the  Contract to the maximum  payment for the  Contract
issued for the correct Age or sex. We will not reduce the death  benefit to less
than the  guideline  minimum sum  insured.  For a unisex  Contract,  there is no
adjusted  benefit solely for  misstatement of sex. No adjustment will be made if
the Insured dies after the final payment date, if the  Guaranteed  Death Benefit
Rider is not in effect on the Contract.

DELAY OF PAYMENTS

We may delay  paying any amounts  derived from a payment you made by check until
the check has cleared your bank.  Amounts payable from the Separate  Account for
surrender,  partial withdrawals, net death benefit, Contract loans and transfers
may be postponed whenever:

    - The New York Stock Exchange is closed other than customary weekend and
      holiday closings;

    - The SEC restricts trading on the New York Stock Exchange; or

    - The SEC determines an emergency  exists, so that disposal of securities is
      not reasonably  practicable or it is not reasonably practicable to compute
      the value of the Separate Account's net assets.

We reserve the right to defer amounts payable from the Fixed Account. This delay
may not exceed six months.  However,  if payment is delayed for 30 days or more,
we will pay  interest at least equal to an  effective  annual  yield of 3.0% per
year for the deferment.  Amounts from the Fixed Account used to make payments on
Contracts that we or our affiliates issue will not be delayed.

                                             TAXATION OF THE CONTRACTS

The  following   summary  of  federal  tax   considerations   is  based  on  our
understanding  of the  present  federal  income  tax laws as they are  currently
interpreted.  Legislation may be proposed which, if passed,  could adversely and
possibly retroactively affect the taxation of the Contracts. This summary is not
exhaustive, does not purport to cover all situations, and is not intended as tax
advice. We do not address tax provisions that may apply if the Contract Owner is
a corporation  or the Trustee of an employee  benefit plan. You should consult a
qualified tax adviser to apply the law to your circumstances.

THE COMPANY AND THE SEPARATE ACCOUNT

The  Company is taxed as a life  insurance  company  under  Subchapter  L of the
Internal  Revenue  Code. We file a  consolidated  tax return with our parent and
affiliates.  We do not  currently  charge for any income tax on the  earnings or
realized capital gains in the Separate  Account.  We do not currently charge for
federal income taxes with respect to the Separate Account. A charge may apply in
the  future  for any  federal  income  taxes we incur.  The  charge  may  become
necessary, for example, if there is a change in our tax status. Any charge would
be designed to cover the federal income taxes on the  investment  results of the
Separate Account.

Under current laws, the Company may incur state and local taxes besides  premium
taxes. These taxes are not currently significant.  If there is a material change
in these taxes affecting the Separate  Account,  we may charge for taxes paid or
for tax reserves.

TAXATION OF THE CONTRACTS

We believe that the Contracts  described in this  prospectus  are life insurance
contracts  under Section 7702 of the Code.  Section 7702 affects the taxation of
life insurance  contracts and places limits on the  relationship of the Contract
Value to the death benefit. As life insurance contracts,  the net death benefits
of  the  Contracts  are  generally  excludable  from  the  gross  income  of the
beneficiaries.  In the absence of any guidance from the Internal Revenue Service
("IRS") on the issue,  we believe that  providing  the same amount at risk after
age  99  as is  provided  at  age  99  should  be  sufficient  to  maintain  the
excludability of the death benefit after age 99. However,  this lack of specific
IRS  guidance  makes  the  tax  treatment  of the  death  benefit  after  age 99
uncertain. Also, any increase in Contract Value is not taxable until received by
you  or  your  designee  (but  see   "DISTRIBUTION   UNDER  MODIFIED   ENDOWMENT
CONTRACTS").

Federal tax law requires  that the  investment of each  sub-account  funding the
Contracts  is  adequately  diversified  according  to Treasury  regulations.  We
believe  that  the  portfolios  currently  meet the  Treasury's  diversification
requirements. We will monitor continued compliance with these requirements.

The  Treasury   Department   has   announced   that  previous   regulations   on
diversification do not provide guidance  concerning the extent to which Contract
Owners may direct their investment assets to divisions of a separate  investment
account  without being treated as the owner of such assets who is taxed directly
on the income from such assets.  Regulations  may provide  such  guidance in the
future. The Contracts or our  administrative  rules may be modified as necessary
to prevent a Contract Owner from being treated as the owner of any assets of the
Separate Account who is taxed directly on their income.

A surrender, partial withdrawal,  distribution, payment at maturity date, change
in the face amount,  lapse with Contract loan outstanding,  or assignment of the
Contract may have tax  consequences.  Within the first fifteen Contract years, a
distribution  of cash  required  under  Section  7702 of the Code  because  of a
reduction of benefits under the Contract may be taxable to the Contract Owner as
ordinary income  respecting any investment  earnings.  Federal,  state and local
income, estate, inheritance,  and other tax consequences of ownership or receipt
of Contract proceeds depend on the circumstances of each Insured, Contract Owner
or beneficiary.

A life insurance contract is treated as a modified endowment contract ("MEC") if
it otherwise  meets the definition of life insurance under Code Section 7702 but
either fails the "7-pay  test" of Code Section  7702A or is received in exchange
for a MEC. It is expected that most of the Contracts will be MECs,  except where
a Contract is issued as part of an exchange under Code Section 1035.  Under Code
Section 1035, an exchange of (1) a life insurance  contract  entered into before
June 21, 1988, or (2) a life  insurance  contract that is not itself a MEC, will
not cause the  Contract to be treated as a MEC provided no  additional  payments
are made to the  Contract  and there is no  increase  in the death  benefit as a
result of the exchange.


MODIFIED ENDOWMENT CONTRACTS

Special  rules  described  below apply to the tax  treatment  of loans and other
distributions under any life insurance contract that is classified as a modified
endowment  contract  ("MEC")  under  Section  7702A of the Code. A MEC is a life
insurance contract that either fails the "7-pay test" or is received in exchange
for a MEC. In general,  a Contract  will fail this 7-pay test if the  cumulative
premiums and other  amounts paid for the Contract at any time during the first 7
contract  years (or during any  subsequent  7-year test period  resulting from a
material change in the Contract)  exceed the sum of the net level premiums which
would have been paid up to such time if the  Contract  had  provided for certain
paid-up  future  benefits  after the payment of 7 level annual  premiums.  If to
comply with this 7-pay test limit any premium amount is refunded with applicable
interest no later than 60 days after the end of the contract year in which it is
received,  such refunded  amount will be removed from the  cumulative  amount of
premiums  that is  compared  against  such  7-pay  test  limit.  If there is any
reduction in the Contract's  benefits  (e.g.,  upon a withdrawal,  death benefit
reduction or  termination of a rider  benefit)  during a 7-pay test period,  the
Contract will be retested  retroactively from the start of such period by taking
into account such reduced benefit level from such starting date. Generally,  any
increase  in death  benefits or other  material  change in the  Contract  may be
treated as producing a new contract for 7-pay test purposes, requiring the start
of a new 7-pay test period as of the date of such change.

DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS

Under Section 72(e)(10) of the Code, loans,  withdrawals and other distributions
made prior to the Insured's  death under a MEC are includible in gross income on
an  "income-out-first"  basis, i.e., the amount received is treated as allocable
first to the  "income in the  contract"  and then to a tax-free  recovery of the
Contract's  "investment  in  the  contract"  (or  "tax  basis").   Generally,  a
Contract's  tax  basis is equal to its total  premiums  less  amounts  recovered
tax-free.  To the extent  that the  Contract's  cash value  (ignoring  surrender
charges  except  upon a full  surrender)  exceeds  its tax  basis,  such  excess
constitutes  its  "income  in  the  contract."   However,   under  Code  Section
72(e)(11)(A)(i),   where  more  than  one  MEC  has  been  issued  to  the  same
Contractholder by the same insurer (or an affiliate) during a calendar year, all
such  MEC's  are  aggregated  for  purposes  of  determining  the  amount  of  a
distribution  from any such MEC that is includible in gross income. In addition,
any amount  includible in gross income from a MEC  distribution  is subject to a
10% penalty tax on  premature  distributions  under  Section  72(v) of the Code,
unless the  taxpayer  has  attained  age 59 1/2 or is disabled or the payment is
part of a series of  substantially  equal  periodic  payments  for a  qualifying
lifetime period.  Furthermore,  under Section 72(e)(4)(A) of the Code, any loan,
pledge, or assignment of (or any agreement to assign or pledge) any portion of a
MEC's cash value is treated as  producing  an amount  received  for  purposes of
these MEC distribution  rules. It is unclear to what extent this assignment rule
applies to a collateral  assignment that does not secure a loan or pledge (e.g.,
in certain  split-dollar  arrangements).  Under Code  Section  7702A(d)  the MEC
distribution  rules apply not only to all distributions made during the contract
year in which the Contract  fails the 7-pay test (and later years),  but also to
any  distributions  made "in anticipation  of" such failure,  which is deemed to
include any distributions  made during the two years prior to such failure.  The
Treasury  Department has not yet issued regulations or other guidance indicating
what other  distributions  can be treated  as made "in  anticipation  of" such a
failure  or how (e.g.,  as of what date)  should  "income  in the  contract"  be
determined  for  purposes  of any  distribution  that  is  deemed  to be made in
anticipation of a failure.

CONTRACT LOANS

As to Contracts  that are not MECs,  Transamerica  believes  that  non-preferred
loans  received  under the Contract  will be treated as an  indebtedness  of the
Contract Owner for federal  income tax purposes.  Under current law, these loans
will not  constitute  income for the  Contract  Owner  while the  Contract is in
force. There is a risk,  however,  that a preferred loan may be characterized by
the IRS as a withdrawal and taxed accordingly.  At the present time, the IRS has
not issued any guidance on whether loans with the attributes of a preferred loan
should be treated  differently from a non-preferred  loan. This lack of specific
guidance makes the tax treatment of preferred loans uncertain.

INTEREST DISALLOWANCE

Under Section  264(a)(4) of the Code,  as amended in 1997,  interest on Contract
loans is generally  nondeductible  for a Contract  issued or materially  changed
after June 8, 1997. In addition,  under Section 264(f) certain  Contracts  under
which a trade  or  business  (other  than a sole  proprietorship  or a  business
performing  services as an employee) is directly or indirectly a beneficiary can
subject a taxpayer's  interest expense to partial  disallowance (if the Contract
is issued or materially changed after June 8, 1997), to the extent such interest
expense is allocable to the taxpayer's  unborrowed cash values  thereunder.  You
should consult your tax advisor on how the rules governing the non-deductibility
of interest would apply in your individual situation.

                                                   VOTING RIGHTS


We are the legal owner of all portfolio  shares held in the Separate Account and
each  sub-account.  As the  owner,  we have the  right to vote at a  portfolio's
shareholder meetings. However, to the extent required by federal securities laws
and  regulations,  we will vote  portfolio  shares that each  sub-account  holds
according to  instructions  received from Contract Owners with Contract Value in
the  sub-account.  If any  federal  securities  laws  or  regulations  or  their
interpretation  change to permit us to vote shares in our own right,  we reserve
the right to do so, whether or not the shares relate to the Contracts.

We will provide each person having a voting  interest in a portfolio  with proxy
materials and voting instructions.  We will vote shares held in each sub-account
for which no timely  instructions are received in proportion to all instructions
received  for the  sub-account.  We will  also vote in the same  proportion  our
shares held in the Separate Account that do not relate to the Contracts.

We will  compute  the  number of votes  that a  Contract  Owner has the right to
instruct on the record date  established  for the portfolio.  This number is the
quotient of

    -    Each Contract Owner's Contract Value in the sub-account; divided by

    -    The net asset value of one share in the portfolio in which the assets
           of the sub-account are invested.

We may disregard  voting  instructions  Contract Owners initiate in favor of any
change in the  investment  policies or in any  investment  adviser or  principal
underwriter.  Our  disapproval  of any change  must be  reasonable.  A change in
investment  policies  or  investment  adviser  must  be  based  on a good  faith
determination  that the change  would be contrary to state law or  otherwise  is
improper under the objectives and purposes of the portfolios. If we do disregard
voting instructions, we will include a summary of and reasons for that action in
the next report to Contract Owners.

                       DIRECTORS AND PRINCIPAL OFFICERS OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

NickiBair* Senior Vice  President of TOLIC since 1996.  Vice  President of TOLIC
     from 1991 to 1996.

Roy  Chong-Kit*  Senior Vice  President  and  Actuary of TOLIC since 1997.  Vice
     President  and  Actuary of TOLIC  from 1995 to 1997.  Actuary of TOLIC from
     1988 to 1995.

Thomas J. Cusack* Director,  Chairman,  President and Chief Executive Officer of
     TOLIC since 1997. Director,  President and Chief Executive Officer of TOLIC
     since 1995. Senior Vice President of Transamerica  Corporation from 1993 to
     1995. Vice President of Corporate  Development of General  Electric Company
     from 1989 to 1993.

JamesW. Dederer,  CLU* Director,  Executive Vice President,  General Counsel and
     Corporate Secretary of TOLIC since 1988.

George A. Foegele*****  Director and Senior Vice President;  President and Chief
     Executive Officer of Transamerica Life Insurance Company of Canada.

DavidE.  Gooding*  Director and  Executive  Vice  President of TOLIC since 1992.
     Edgar H. Grubb****  Director,  Executive Vice President and Chief Financial
     Officer of Transamerica  Corporation  since 1993.  Senior Vice President of
     Transamerica Corporation 1989-1993.

FrankC.  Herringer****  Director,  President  and  Chief  Executive  Officer  of
     Transamerica Corporation since 1991.

Daniel E. Jund, FLMI* Senior Vice President of TOLIC since 1988.

     Richard N. Latzer**** Director,  Senior Vice President and Chief Investment
          Officer of Transamerica  Corporation since 1989.  Director,  President
          and Chief Executive Officer of Transamerica  Investment Services, Inc.
          since 1988.

     KarenMacDonald*  Director,  Senior Vice President and Corporate  Actuary of
          TOLIC since 1995.  Senior Vice  President and  Corporate  Actuary from
          1992 to 1995.

     Gary U. Rolle'*  Director,  Executive Vice  President and Chief  Investment
          Officer of Transamerica Investment Services, Inc. since 1981.

     LarryRoy***  Senior Vice  President  Sales and  Marketing  of  Transamerica
          Corporation since 1994.

     Paul E. Rutledge III*** Director and President,  Reinsurance Division since
          1998. President, Life Insurance Company of Virginia, 1991-1997.

     William N. Scott,  CLU,  FLMI** Senior Vice  President of TOLIC since 1993.
          Vice President of TOLIC from 1988 to 1993.


     T.   Desmond  Sugrue*  Director and Executive Vice President of TOLIC since
          1997. Senior Vice President of TOLIC from 1996 to 1997.  Self-employed
          - Consulting from 1994 to 1996.  Employed at Bank of America from 1988
          to 1993.

     Claude W. Thau,  FSA**  Senior Vice  President  of TOLIC  since 1996.  Vice
          President of TOLIC from 1985 to 1996.

     Nooruddin S. Veerjee,  FSA* President of Insurance  Products Division since
          1997.  Director,  President of Group  Pension  Division of TOLIC since
          1993. Senior Vice President of TOLIC from 1992 to 1993. Vice President
          of TOLIC from 1990 to 1992.

     Ron  F. Wagley*  Senior Vice  President  and Chief Agency  Officer of TOLIC
          since 1993. Vice President of TOLIC from 1989 to 1993.

     Robert A. Watson****  Director and Executive Vice President of Transamerica
          Corporation   since  1995.   President  and  Chief  Executive  Officer
          Westinghouse Financial Services, 1992-1995.

     William R.  Wellnitz,  FSA***  Senior Vice  President  and Actuary of TOLIC
          since 1996. Vice President and Reinsurance  Actuary of TOLIC from 1988
          to 1996.

*The business address is 1150 South Olive Street, Los Angeles, California 90015.
**The business address is 1100 Walnut Street,  23rd Floor, Kansas City, Missouri
64106.  ***The  business  address is 401 North Tryon  Street,  Charlotte,  North
Carolina  28202.   ****The  business  address  is  600  Montgomery  Street,  San
Francisco,  California 94111.  *****The business address is 300 Consilium Place,
Scarborough, Ontario, Canada M1H3G2.

Transamerica  is insured  under a broad  manuscript  fidelity  bond program with
coverage limits of $80,000,000. The lead underwriter is Capital CNA.

                                                   DISTRIBUTION

Transamerica   Securities  Sales  Corporation   (TSSC)  acts  as  the  principal
underwriter and general distributor of the Contract. TSSC is registered with the
SEC as a broker-dealer and is a member of the National Association of Securities
Dealers (NASD).  TSSC was organized on February 26, 1986,  under the laws of the
state of Maryland.  Broker-dealers  sell the Contracts  through their registered
representatives who are appointed by us.

We pay to broker-dealers who sell the Contract commissions based on a commission
schedule,  Broker-dealers may choose among available  commission  options.  Each
option  includes a commission  equal to a percentage  of the payment made to the
Contract. Certain options also include a commission equal to a percentage of the
unloaned Contract Value ("trail commission"),  paid quarterly beginning with the
second  Contract  year on in force  Contracts.  Commission  options  provide for
commissions  of up to 8.0% of  payments  made,  with no trail  commissions,  and
lesser commissions on payments made but with trail commissions.

To the extent  permitted by NASD rules,  promotional  incentives or payments may
also be provided to  broker-dealers  based on sales  volumes,  the assumption of
wholesaling  functions or other  sales-related  criteria.  Other payments may be
made for other services that do not directly  involve the sale of the Contracts.
These services may include the recruitment and training of personnel, production
of promotional literature, and similar services.

We intend to recoup commissions and other sales expenses through

    -    The distribution fee;
    -    The surrender charges; and
    -    Investment earnings on amounts allocated under Contracts to the Fixed 
          Account.

Commissions paid on the Contract,  including other  incentives or payments,  are
not charged to the Contract Owners or the Separate Account.

   
The  following  table  furnishes  information  with respect to each director and
officer of TSSC.

         Name                               Position with TSSC

         Barbara Kelley                     Director & President
         Regina Fink                        Director & Secretary
         Nooruddin Veerjee                  Director
         Dan Trivers                        Senior Vice President
         Nicki Bair                         Vice President
         Chris Shaw                         Second Vice President
         Ben Tang                           Treasurer

The principal business address of each of the above is 1150 S. Olive Street, 
Los Angeles, California 90015.
    


                                                      REPORTS

We will maintain the records for the Separate Account. We will promptly send you
statements of transactions under your Contract, including:

    - Payments;

    - Transfers among sub-accounts and the Fixed Account;

    - Partial withdrawals;

    - Increases in loan amount or loan repayments;

    - Lapse, loan default, or termination for any reason; and

    - Reinstatement.

We will send an annual  statement  to you that will  summarize  all of the above
transactions  and  deductions of charges  during the Contract year. It will also
set forth the status of the death  benefit,  Contract  Value,  surrender  value,
amounts in the sub-accounts  and Fixed Account,  and any Contract loans. We will
send you reports containing  financial  statements and other information for the
Separate Account and the Portfolios as the 1940 Act requires.

                                                     SERVICES

The  Company  receives  fees  from the  investment  advisers  or  other  service
providers of certain  portfolios  in return for  providing  certain  services to
Contract Owners.

                                                 LEGAL PROCEEDINGS

There are no pending legal  proceedings  involving  the Separate  Account or its
assets.  Transamerica  is not  involved  in any  litigation  that is  materially
important to its total assets.

                ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right,  subject to law, to make additions to,  deletions from, or
substitutions  for the shares that are held in the  sub-accounts.  We may redeem
the shares of a portfolio and substitute shares of another  registered  open-end
management company, if:

    - The shares of the portfolio are no longer available for investment; or

    - In our judgment  further  investment  in the  portfolio  would be improper
      based on the purposes of the Separate Account or the affected sub-account.

Where the 1940 Act or other law  requires,  we will not  substitute  any  shares
respecting  a Contract  interest  in a  sub-account  without  notice to Contract
Owners  and prior  approval  of the SEC and  state  insurance  authorities.  The
Separate  Account may, as the law allows,  purchase  other  securities for other
contracts or allow a conversion between contracts on a Contract Owner's request.

We  reserve  the  right to  establish  additional  sub-accounts  funded by a new
portfolio or by another investment company.  Subject to law, we may, in our sole
discretion, establish new sub-accounts or eliminate one or more sub-accounts.

Shares of the portfolios are issued to other separate  accounts of  Transamerica
and its  affiliates  that fund  variable  annuity  contracts and that fund other
variable life  contracts  ("mixed  funding").  Shares of the portfolios are also
issued to other  unaffiliated  insurance  companies  ("shared  funding").  It is
conceivable  that in the future  such mixed  funding  or shared  funding  may be
disadvantageous  for variable life insurance contract owners or variable annuity
contract owners.  Transamerica  does not believe that mixed funding is currently
disadvantageous  to either  variable life insurance  contract owners or variable
annuity  contract  owners.  Transamerica  will  monitor  events to identify  any
material  conflicts  because of mixed funding.  If  Transamerica  concludes that
separate portfolios should be established for variable life and variable annuity
separate accounts, or for separate variable life separate accounts, we will bear
the expenses.

We may change the  Contract to reflect a  substitution  or other change and will
notify  Contract  Owners of the  change.  Subject to any  approvals  the law may
require, the Separate Account or any sub-accounts may be:

    - Operated as a management company under the 1940 Act;

    - Deregistered under the 1940 Act if registration is no longer required; or

    -    Combined with other sub-accounts or our other separate accounts.

                                              PREPARING FOR YEAR 2000

The Year 2000 issue is the result of computer  programs  being written using two
digits  rather than four to define the  applicable  year.  Any of the  Company's
computer programs that have  date-sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other things,  a temporary  inability to process  transactions,  send invoice or
engage in similar  normal  business  activities.  Although  the Company does not
believe  that  there is a  material  contingency  associated  with the Year 2000
project, there can be no assurance that exposure for material contingencies will
not arise.


                                                FURTHER INFORMATION

We have filed a registration  statement  under the Securities Act of 1933 ("1933
Act") for this offering with the SEC. Under SEC rules and  regulations,  we have
omitted from this prospectus parts of the registration statement and amendments.
Statements  contained in this prospectus are summaries of the Contract and other
legal documents.  The complete documents and omitted information may be obtained
from the SEC's  principal  office in  Washington,  D.C., on payment of the SEC's
prescribed fees.

                                     MORE INFORMATION ABOUT THE FIXED ACCOUNT

This  prospectus  serves as a  disclosure  document  only for the aspects of the
Contract  relating to the Separate  Account.  For complete  details on the Fixed
Account,  read the Contract itself. The Fixed Account and other interests in the
General  Account are not regulated under the 1933 Act or the 1940 Act because of
exemption and exclusionary  provisions.  1933 Act provisions on the accuracy and
completeness of statements made in prospectuses  may apply to information on the
fixed part of the Contract and the Fixed  Account.  The SEC has not reviewed the
disclosures in this section of the prospectus.

                                                GENERAL DESCRIPTION

You may allocate  part or all of your payment to  accumulate  at a fixed rate of
interest  in the Fixed  Account.  The  Fixed  Account  is a part of our  General
Account.  The General Account is made up of all of our general assets other than
those allocated to any separate account. Allocations to the Fixed Account become
part of our General Account assets and are used to support insurance and annuity
obligations.

                                              FIXED ACCOUNT INTEREST

We  guarantee  amounts  allocated  to the Fixed  Account as to  principal  and a
minimum rate of interest. The interest rates credited to the portion of Contract
Value in the Fixed  Account  are set by us,  but will  never be less than 4% per
year. We may establish higher interest rates, and the initial interest rates and
the renewal interest rates may be different.  We will guarantee initial interest
rates  on  amounts  allocated  to the  Fixed  Account,  either  as  payments  or
transfers,  to the next Contract anniversary.  At each Contract anniversary,  we
will credit the renewal  interest rate effective on that date to money remaining
in the Fixed Account.  We will guarantee this rate for one year. The initial and
the renewal  interest rates do not apply to the portion of the Contract Value in
the  Fixed  Account  which  secures  any   outstanding   loan.  See  "TRANSFERS,
SURRENDERS, PARTIAL WITHDRAWALS AND CONTRACT LOANS."

          TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND CONTRACT LOANS

If a Contract is  surrendered  or if a partial  withdrawal  is made, a surrender
charge  and/or  withdrawal  transaction  fee may be imposed.  We deduct  partial
withdrawals   from  Contract   Value   allocated  to  the  Fixed  Account  on  a
last-in/first out basis.

The first 18 transfers in a Contract year are free.  After that, we may deduct a
transfer charge not to exceed $25 for each additional  transfer in that Contract
year.  The transfer  privilege is subject to our consent and to our then current
rules.

Contract loans may also be made from the Contract Value in the Fixed Account. We
will credit  that part of the  Contract  Value that is equal to any  outstanding
loan with  interest  at an  effective  annual  yield of at least  4.0% (5.5% for
preferred loans).

We may delay transfers,  surrenders, partial withdrawals, net death benefits and
Contract loans up to six months.  However,  if payment is delayed for 30 days or
more,  we will pay interest at least equal to an effective  annual yield of 3.0%
per year for the deferment. Amounts from the Fixed Account used to make payments
on Contracts that we or our affiliates issue will not be delayed.

                                               INDEPENDENT AUDITORS

The consolidated financial statements of Transamerica at December 31, 1997, have
been audited by Ernst & Young LLP, Independent  Auditors,  as set forth in their
report appearing  elsewhere herein,  and are included in reliance on such report
given upon the  authority of such firm as experts in  accounting  and  auditing.
There are no audited financial  statements for the Separate Account since it had
not commenced operations as of December 31, 1998.

                                                FINANCIAL STATEMENTS

Financial Statements for Transamerica are included in this prospectus,  starting
on the next page.  Transamerica  Occidental Life Separate  Account VUL-2 had not
yet commenced  operations as of December 31, 1998, and, therefore,  no financial
statement is included for the Separate  Account.  The  financial  statements  of
Transamerica  should be  considered  only as bearing on our  ability to meet our
obligations under the Contract.  They should not be considered as bearing on the
investment performance of the assets held in the Separate Account.

The most current  financial  statements of Transamerica are those as of December
31, 1997.  Transamerica  does not prepare  financial  statements more often than
annually and believes that any incremental benefit to prospective policy holders
that may result from preparing and delivering more current financial statements,
though  unaudited,  does not justify the additional cost that would be incurred.
In addition,  Transamerica represents that there have been no adverse changes in
the financial condition or operations of the company between the end of the most
current fiscal year and the date of this prospectus.


                APPENDIX A -- GUIDELINE MINIMUM SUM INSURED TABLE

The guideline  minimum sum insured is a percentage of the Contract  Value as set
forth  below.  The  percentages  in the table are at least  equal to the minimum
percentages required by federal income tax regulations.


   Guideline Minimum Sum Insured Table
Attained Age            Percentage            Attained Age           Percentage
 40 or less                265%                    64                   137%
     41                    258%                    65                   135%
     42                    251%                    66                   134%
     43                    244%                    67                   133%
     44                    237%                    68                   132%
     45                    230%                    69                   131%
     46                    224%                    70                   130%
     47                    218%                    71                   128%
     48                    212%                    72                   126%
     49                    206%                    73                   124%
     50                    200%                    74                   122%
     51                    193%                   75-85                 120%
     52                    186%                    86                   118%
     53                    179%                    87                   116%
     54                    172%                    88                   114%
     55                    165%                    89                   112%
     56                    161%                    90                   110%
     57                    157%                    91                   108%
     58                    153%                    92                   106%
     59                    149%                  93 -95                 105%
     60                    145%                    96                   104%
     61                    143%                    97                   103%
     62                    141%                    98                   102%
     63                    139%                  99-115                 101%




The guideline minimum sum insured percentage for contracts issued subject to the
jurisdiction of Florida is 100% (rather than 101%) for attained ages 100-115.











                                       A-1





                    APPENDIX B -- OPTIONAL INSURANCE BENEFITS

This Appendix provides only a summary of other insurance  benefits  available by
rider. For more information, contact your representative. Certain riders may not
be available in all states.

OPTION TO ACCELERATE DEATH BENEFITS (LIVING BENEFITS RIDER)

This rider allows the  Contract  Owner to elect to receive part of the net death
benefit under the Contract prior to the Insured's  death if the Insured  becomes
terminally  ill,  as  defined  in the  rider.  This  rider is not  available  on
Second-to-Die Contracts.

LIFE INSURANCE 1035 EXCHANGE RIDER

This rider provides  preferred loan rates to: (a) any  outstanding  loan carried
over from an exchanged policy, the proceeds of which are applied to purchase the
Contract;  and (b) a percentage of the gain under the exchanged policy, less the
outstanding  policy  loans  carried  over  to the  Contract,  as of the  date of
exchange.

GUARANTEED DEATH BENEFIT RIDER

If the  Contract  Owner  pays  100%  of the  guideline  single  premium  for the
Contract, this rider will be added to the Contract without additional charge. If
the rider is in effect,  the Contract  will not lapse  through the final payment
date.  After  the final  payment  date,  if the  rider is in  effect  and is not
subsequently  terminated,  the rider  provides  that the death benefit after the
final payment date is the GREATER of (a) the face amount as of the final payment
date or (b) 101% of the  Contract  Value  as of the  date due  proof of death is
received by the Company.  The net death  benefit under the rider after the final
payment  date is the death  benefit  REDUCED by the  outstanding  loan,  if any,
through the Contract  month in which the Insured  dies.  The rider may terminate
under certain circumstances and, once terminated, may not be reinstated.





                                       B-1






                      APPENDIX C - BENEFIT PAYMENT OPTIONS

BENEFIT  PAYMENT  OPTIONS -- When the  insured  dies,  we will pay the net death
benefit  in a lump sum unless you or the  beneficiary  choose a benefit  payment
option. You may choose a benefit payment option while the insured is living. The
beneficiary  may  choose a benefit  option  after  the  insured  has  died.  The
beneficiary's  right to choose  will be subject to any  benefit  payment  option
restrictions in effect at the insured's  death. You may also choose one of these
options as a method of receiving the surrender or maturity proceeds,  if any are
available under this Contract.  When we receive a satisfactory  written request,
we will pay the benefit according to one of these options.

The  amounts  payable  under a benefit  payment  option  are paid from the Fixed
Account.  These  amounts  are not  based  on the  investment  experience  of the
Separate Account.

OPTION A: INSTALLMENT FOR A GUARANTEED PERIOD -- We will pay equal  installments
for a  guaranteed  period of from one to thirty  years.  Each  installment  will
consist of part benefit and part interest. We will pay the installments monthly,
quarterly, semi-annually or annually, as requested.

OPTION B:  INSTALLMENTS  FOR LIFE WITH A GUARANTEED  PERIOD -- We will pay equal
monthly installments as long as the designated individual is living, but we will
not make payments for less than the  guaranteed  period the payee  chooses.  The
guaranteed  period  may be  either  10  years  or 20  years.  We  will  pay  the
installments monthly.

OPTION  C:  BENEFIT  DEPOSITED  WITH  INTEREST  -- We will hold the  benefit  on
deposit.  It will earn interest at the annual  interest rate we are paying as of
the date of  death,  surrender  or  maturity.  We will not pay less  than 2 1/2%
annual  interest.   We  will  pay  the  earned  interest   monthly,   quarterly,
semi-annually or annually,  as requested.  The payee may withdraw part or all of
the benefit and earned interest at any time.

OPTION D:  INSTALLMENTS  OF A SELECTED  AMOUNT -- We will pay  installments of a
selected amount until we have paid the entire benefit and accumulated interest.

OPTION E:  ANNUITY  -- We will use the  benefit  as a single  payment  to buy an
annuity.  The annuity may be payable based on the life of one or two  designated
individuals.  It may be payable for life with or without a guaranteed period, as
requested.  The annuity  payment will not be less than what our current  annuity
contracts are then paying.

GENERAL -- The payee may arrange any other method of benefit as long as we agree
to it. There must be at least $10,000 available for any option and the amount of
each  installment  must be at least $100. If the benefit amount is not enough to
meet these requirements, we will pay the benefit in a lump sum.

Installments  which vary by age of the designated  individual will be determined
based on the age nearest  birthday of the  designated  individual on the date of
death, maturity, or surrender.  If the net death benefit is payable, the benefit
payment option  starting date is the date of death of the insured.  For purposes
of policy maturity or surrender, the date the written request is received in the
Variable Life Service Center is the benefit payment option starting date.

The first  installment due under any option will be for the period  beginning as
of the date of death,  maturity or surrender.  Any unpaid  balance we hold under
Options  A, B or D will earn  interest  at the rate we are paying at the time of
settlement.  We will not pay less than 3% annual  interest.  Any benefit we hold
will be combined with our general assets.

If the payee does not live to receive all  guaranteed  payments under Options A,
B, D or E or any amount deposited under Option C, plus any accumulated interest,
we will pay the remaining benefit as scheduled to the payee's estate.  The payee
may name and change a successor  payee for any amount we would otherwise pay the
payee's estate.











          APPENDIX D -- ILLUSTRATIONS OF DEATH BENEFIT, CONTRACT VALUES
                            AND ACCUMULATED PAYMENTS

The following tables  illustrate the way in which a Contract's death benefit and
Contract Value could vary over an extended period.

ASSUMPTIONS

The tables illustrate the following Contracts:

1.   A Contract  issued to a male, Age 55, under a standard  underwriting  class
     and  qualifying  for  the  non-tobacco  user  discount,   issued  based  on
     simplified underwriting criteria;
2.   A Contract  issued to a male, Age 55, under a standard  underwriting  class
     and  qualifying  for  the  non-tobacco  user  discount,  issued  on a fully
     underwritten basis;
3.   A Second-to Die Contract issued to a male, Age 55 and to a female,  Age 55,
     each  Insured  qualifying  for  a  standard   underwriting  class  and  the
     non-tobacco  user  discount,   issued  based  on  simplified   underwriting
     criteria;
4.   A Second-to-Die  Contract issued to a male, Age 55 and to a female, Age 55,
     each  Insured  qualifying  for  a  standard   underwriting  class  and  the
     non-tobacco user discount, issued based on a fully underwritten basis;
5.   A Contract  issued to a male, Age 65, under a standard  underwriting  class
     and  qualifying  for  the  non-tobacco  user  discount,   issued  based  on
     simplified underwriting criteria simplified underwriting criteria;
6.   A Contract  issued to a male, Age 65, under a standard  underwriting  class
     and  qualifying  for  the  non-tobacco  user  discount,  issued  on a fully
     underwritten basis;
7.   A Second-to-Die  Contract issued to a male, Age 65 and to a female, Age 65,
     each  Insured  qualifying  for  a  standard   underwriting  class  and  the
     non-tobacco  user  discount,   issued  based  on  simplified   underwriting
     criteria; and
8.   A Second-to-Die  Contract issued to a male, Age 65 and to a female, Age 65,
     each  Insured  qualifying  for  a  standard   underwriting  class  and  the
     non-tobacco user discount, issued based on a fully underwritten basis.

The tables illustrate  Contract Values based on the assumptions that no Contract
loans have been made,  that no partial  withdrawals  have been made, and that no
more  than  18  transfers  have  been  made in any  Contract  year  (so  that no
transaction  fee or transfer  charges have been incurred).  On request,  we will
provide a comparable  illustration based on the proposed Insured's age, sex, and
underwriting class, and a specified payment.

The tables  assume that the single  payment is  allocated  to and remains in the
Separate  Account  for  the  entire  period  shown.  The  tables  are  based  on
hypothetical  gross  investment  rates  of  return  for  the  portfolios  (i.e.,
investment income and capital gains and losses, realized or unrealized) equal to
constant  gross annual rates of 0%, 6%, and 12%. The second column of the tables
shows the amount that would  accumulate  if the single  payment was  invested to
earn interest (after taxes) at 5% compounded annually.

The Contract Values and death benefit would be different from those shown if the
gross annual  investment  rates of return averaged 0%, 6%, and 12% over a period
of years,  but fluctuated  above or below the averages for  individual  Contract
years.  The values would also be different  depending on the  allocation  of the
Contract's total Contract Value among the  sub-accounts,  if the rates of return
averaged 0%, 6% or 12%, but the rates of each  portfolio  varied above and below
the averages.

The  hypothetical  returns  shown in the table do not  reflect  any  charges for
income taxes against the Separate  Account since no charges are currently  made.
However,  if in the future the charges are made,  to produce  illustrated  death
benefits and Contract  Value,  the gross annual  investment rate of return would
have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax charges.

DEDUCTIONS FOR CHARGES

The amounts shown for the death  proceeds and Contract  Values take into account
the monthly  deductions  from  Contract  Value:  (1) the  administration  charge
equivalent to 0.30% on an annual basis;  (2) the tax charge  equivalent to 0.20%
on an annual basis,  deducted during the first ten Contract  years;  and (3) the
distribution  fee  equivalent to 0.40% on an annual basis,  deducted  during the
first ten  Contract  years.  The amounts  shown for the death  proceeds  and the
Contract Values also take into account the daily charge against the sub-accounts
for mortality and expense risks equivalent to 0.80% on an annual basis.

EXPENSES OF THE PORTFOLIOS


The amounts shown in the tables also take into account the portfolio  management
fees and operating expenses,  which are assumed to be at an annual rate of 0.85%
of the  average  daily net  assets of the  portfolios.  The rate of 0.85% is the
simple average of the total portfolio  annual expenses for all of the portfolios
as  shown  in the  Portfolio  Expenses  table  in the  prospectus.  The fees and
expenses of each  portfolio  vary,  and, in 1997,  ranged from an annual rate of
0.70% to an annual  rate of 1.15% of  average  daily net  assets.  Some of these
expenses reflect expense waivers or reimbursements  by the portfolios'  advisers
as discussed in Note(1) to the Portfolio  Expenses  table.  As discussed in Note
(1) to the Portfolio  Expenses table, such waivers or  reimbursements  continued
for 1998,  except  for  Alliance  VPF  Premier  Growth.  It is not known if such
waivers or reimbursements  will continue for 1999. Without these expense waivers
or reimbursements, if applicable, the expenses for the portfolio would be higher
and the simple  average  would have been at the annual  rate of 1.08% of average
daily net assets. The fees and expenses associated with the Contract may be more
or less than 0.85% in the aggregate,  depending upon how you make allocations of
the Contract Value among the sub-accounts.


NET ANNUAL RATES OF INVESTMENT

Taking into account the Separate  Account  mortality  and expense risk charge of
0.80%, and the assumed 0.85% charge for portfolio  management fees and operating
expenses,  the  gross  annual  rates  of  investment  return  of 0%,  6% and 12%
correspond to net annual rates of -1.65%, 4.35% and 10.35%, respectively.


UPON REQUEST, THE COMPANY WILL PROVIDE A COMPARABLE  ILLUSTRATION BASED UPON THE
PROPOSED  INSURED'S  AGE AND  UNDERWRITING  CLASSIFICATION,  THE SINGLE  PAYMENT
AMOUNT, AND THE ALLOWABLE REQUESTED FACE AMOUNT.




UPON REQUEST, THE COMPANY WILL PROVIDE A COMPARABLE  ILLUSTRATION BASED UPON THE
PROPOSED  INSURED'S  AGE AND  UNDERWRITING  CLASSIFICATION,  THE SINGLE  PAYMENT
AMOUNT, AND THE ALLOWABLE REQUESTED FACE AMOUNT.











                    Audited Consolidated Financial Statements



         Transamerica Occidental Life Insurance Company and Subsidiaries


                                December 31, 1997











TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

Audited Consolidated Financial Statements

December 31, 1997






Audited Consolidated Financial Statements

Report of Independent Auditors...................  1
Consolidated Balance Sheet.......................  2
Consolidated Statement of Income.................  3
Consolidated Statement of Shareholder's Equity...  4
Consolidated Statement of Cash Flows.............  5
Notes to Consolidated Financial Statements.......  6









                                                         -26-

4367:Folder T
04/22/98  3:30 PM




                                           REPORT OF INDEPENDENT AUDITORS



Board of Directors
Transamerica Occidental Life Insurance Company


We have audited the  accompanying  consolidated  balance  sheet of  Transamerica
Occidental Life Insurance  Company and  Subsidiaries as of December 31, 1997 and
1996, and the related consolidated  statements of income,  shareholder's equity,
and cash flows for each of the three  years in the  period  ended  December  31,
1997.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of  Transamerica
Occidental  Life  Insurance  Company and  Subsidiaries  at December 31, 1997 and
1996, and the consolidated  results of their operations and their cash flows for
each of the three years in the period ended  December 31,  1997,  in  conformity
with generally accepted accounting principles.


January 23, 1998







TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET




                                                                                       December 31
                                                                             1997                     1996
                                                                    ---------------------    -------------
                                                                                 (In thousands, except
                                                                                    for share data)
ASSETS

Investments:
                                                                                                         
   Fixed maturities available for sale                              $          29,231,998    $          26,980,676
   Equity securities available for sale                                           791,221                  471,734
   Mortgage loans on real estate                                                  706,939                  716,669
   Real estate                                                                     19,633                   24,876
   Policy loans                                                                   451,023                  442,607
   Other long-term investments                                                     69,793                   66,686
   Short-term investments                                                         324,672                  135,726
                                                                    ---------------------    ---------------------
                                                                               31,595,279               28,838,974
Cash                                                                               36,656                   35,817
Accrued investment income                                                         481,913                  404,866
Accounts receivable                                                               294,542                  297,967
Reinsurance recoverable on paid and unpaid losses                                 920,847                  829,653
Deferred policy acquisitions costs                                              2,102,588                2,138,203
Other assets                                                                      299,500                  256,382
Separate account assets                                                         5,494,703                3,527,950
                                                                    ---------------------    ---------------------

                                                                    $          41,226,028    $          36,329,812
                                                                    =====================    =====================

LIABILITIES AND SHAREHOLDER'S EQUITY

Policy liabilities:
   Policyholder contract deposits                                   $          24,061,811    $          22,718,955
   Reserves for future policy benefits                                          5,468,611                5,275,149
   Policy claims and other                                                        557,822                  502,331
                                                                    ---------------------    ---------------------
                                                                               30,088,244               28,496,435

Income tax liabilities                                                            814,088                  388,852
Accounts payable and other liabilities                                            482,716                  560,663
Separate account liabilities                                                    5,494,703                3,527,950
                                                                    ---------------------    ---------------------
                                                                               36,879,751               32,973,900
Shareholder's equity:
  Common stock ($12.50 par value):
    Authorized--4,000,000 shares
    Issued and outstanding--2,206,933 shares                                       27,587                   27,587
  Additional paid-in capital                                                      422,342                  335,619
  Retained earnings                                                             2,738,151                2,467,406
  Foreign currency translation adjustments                                        (33,440)                 (24,472)
  Net unrealized investment gains                                               1,191,637                  549,772
                                                                    ---------------------    ---------------------
                                                                                4,346,277                3,355,912
                                                                    ---------------------    ---------------------

                                                                    $          41,226,028    $          36,329,812

                                                                    =====================    =====================


See notes to consolidated financial statements.





TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME






                                                                                 Year Ended December 31
                                                                        1997             1996             1995
                                                                  ---------------  ---------------  ----------
                                                                                     (In thousands)

Revenues:
                                                                                                       
   Premiums and other considerations                              $     1,777,371  $     1,641,985  $     1,663,576
   Net investment income                                                2,165,565        2,077,232        1,972,759
   Net realized investment gains                                           40,263           17,471           28,112
                                                                  ---------------  ---------------  ---------------
             TOTAL REVENUES                                             3,983,199        3,736,688        3,664,447


Benefits:
   Benefits paid or provided                                            2,727,064        2,558,792        2,439,156
   Increase in policy reserves and liabilities                             59,246           57,968          236,205
                                                                  ---------------  ---------------  ---------------
                                                                        2,786,310        2,616,760        2,675,361

Expenses:
   Amortization of deferred policy acquisition costs                       265,264         235,180          182,123
   Salaries and salary related expenses                                    165,768         158,699          145,681
   Other expenses                                                         284,220          224,084          200,339
                                                                  ---------------  ---------------  ---------------
                                                                          715,252          617,963          528,143
                                                                  ---------------  ---------------  ---------------
                                 TOTAL BENEFITS AND EXPENSES            3,501,562        3,234,723        3,203,504
                                                                  ---------------  ---------------  ---------------

                                  INCOME BEFORE INCOME TAXES              481,637          501,965          460,943

Provision for income taxes                                                149,581          164,685          149,647
                                                                  ---------------  ---------------  ---------------

                                                  NET INCOME      $       332,056  $       337,280  $       311,296
                                                                  ===============  ===============  ===============




See notes to consolidated financial statements.





TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY



                                                                                                                     Net
                                                                                                    Foreign      Unrealized
                                                                   Additional                      Currency      Investment
                                             Common Stock            Paid-in      Retained        Translation       Gains
                                          Shares        Amount       Capital      Earnings        Adjustments     (Losses)
                                                                (In thousands, except for share data)

                                                                                                   
Balance at January 1, 1995               2,206,933   $   27,587   $   319,279  $   1,921,232    $   (28,347)  $   (321,460)

   Net income                                                                        311,296
   Capital contributions from                                          14,299
     parent
   Dividends declared                                                                (61,116)
   Change in foreign currency
     translation adjustments                                                                          4,729
   Change in net unrealized
     investment gains                                                                                            1,260,392

Balance at December 31, 1995             2,206,933       27,587       333,578      2,171,412        (23,618)       938,932

   Net income                                                                        337,280
   Capital contributions from
     parent                                                             2,041
   Dividends declared                                                                (41,286)
   Change in foreign currency
     translation adjustments                                                                           (854)
   Change in net unrealized
     investment gains                                                                                             (389,160)

Balance at December 31, 1996             2,206,933       27,587       335,619      2,467,406        (24,472)       549,772

   Net income                                                                        332,056
   Capital transactions with
     parent                                                            86,723
   Dividends declared                                                                (61,311)
   Change in foreign currency
     translation adjustments                                                                         (8,968)
   Change in net unrealized
     investment gains                                                                                              641,865

Balance at December 31, 1997             2,206,933   $   27,587   $   422,342  $   2,738,151    $   (33,440)  $  1,191,637
                                      ============   ==========   ===========  =============    ============  ============




See notes to consolidated financial statements.





TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS




                                                                                     Year Ended December 31
                                                                           1997              1996               1995
                                                                     ---------------   ----------------   ----------
                                                                                        (In thousands)
OPERATING ACTIVITIES
                                                                                                             
   Net income                                                        $       332,056   $       337,280    $       311,296
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Changes in:
         Reinsurance recoverable                                             (91,194)          (73,328)           (466,669)
         Accounts receivable                                                 (15,983)         (159,309)            (58,866)
         Policy liabilities                                                1,102,246           949,108           1,273,723
         Other assets, accounts payable and other
           liabilities, and income taxes                                     (89,954)          (32,662)           (252,362)
       Policy acquisition costs deferred                                    (467,730)         (388,003)           (381,806)
       Amortization of deferred policy acquisition costs                     256,303           268,770             191,313
       Net realized gains on investment transactions                         (31,302)          (51,061)            (37,302)
       Other                                                                 (64,651)          (15,758)           (22,862)
                                                                     ---------------   ---------------    ---------------

                                            NET CASH PROVIDED BY
                                            OPERATING ACTIVITIES             929,791           835,037             556,465


INVESTMENT ACTIVITIES
   Purchases of securities                                                (9,825,763)       (7,362,635)         (5,667,539)
   Purchases of other investments                                           (127,437)         (334,895)           (330,503)
   Sales of securities                                                     8,193,409         5,064,780           3,587,367
   Sales of other investments                                                129,671           175,001             155,084
   Maturities of securities                                                  559,361           506,941             341,485
   Net change in short-term investments                                     (188,946)           75,774             (67,337)
   Other                                                                     (53,478)          (21,358)           (35,384)
                                                                     ---------------   ---------------    ---------------

                                                NET CASH USED IN
                                            INVESTING ACTIVITIES          (1,313,183)       (1,896,392)         (2,016,827)


FINANCING ACTIVITIES
   Additions to policyholder contract deposits                             6,851,644         6,260,653           5,151,428
   Withdrawals from policyholder contract deposits                        (6,411,213)       (5,173,419)         (3,624,044)
   Capital contributions from parent                                           3,800                 -                   -
   Dividends paid to parent                                                  (60,000)          (40,000)           (60,000)
                                                                     ---------------   ---------------    ---------------

                                            NET CASH PROVIDED BY
                                            FINANCING ACTIVITIES             384,231         1,047,234          1,467,384
                                                                     ---------------   ---------------    ---------------

                                     INCREASE (DECREASE) IN CASH                 839           (14,121)              7,022

Cash at beginning of year                                                     35,817            49,938             42,916
                                                                     ---------------   ---------------    ---------------

                                             CASH AT END OF YEAR     $        36,656   $        35,817    $        49,938
                                                                     ===============   ===============    ===============



See notes to consolidated financial statements.





TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1997


NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Business:  Transamerica Occidental Life Insurance Company ("TOLIC") and its 
subsidiaries (collectively, the "Company"),
engage in providing life insurance, pension and annuity products, reinsurance,
structured settlements and investments,
which are distributed through a network of independent and company-affiliated 
agents and independent brokers.  The
Company's customers are primarily in the United States and Canada.

Basis of Presentation:  The accompanying  consolidated financial statements have
been prepared in accordance with generally accepted accounting  principles which
differ from statutory accounting practices prescribed or permitted by regulatory
authorities.

Reclassifications:  Certain reclassifications of 1996 and 1995 amounts have
been made to conform to the 1997
- -----------------
presentation.

Use of Estimates:  Certain  amounts  reported in the  accompanying  consolidated
financial  statements  are based on  management's  best  estimates and judgment.
Actual results could differ from those estimates.

New Accounting  Standards:  In June of 1997, the Financial  Accounting Standards
Board issued a new standard on reporting comprehensive income, which establishes
standards for reporting and displaying  comprehensive  income and its components
in the financial  statements.  This standard is effective for interim and annual
periods  beginning  after  December  15,  1997.  Reclassification  of  financial
statements for all periods presented will be required upon adoption. Application
of this statement will not change  recognition or measurement of net income and,
therefore,  will not impact the Company's  consolidated results of operations or
financial position.

In 1997,  the Company  adopted the Financial  Accounting  Standards  Board's new
standard on accounting for transfers of financial assets, servicing of financial
assets and extinguishment of liabilities.  The standard requires that a transfer
of  financial  assets  be  accounted  for as a sale  only if  certain  specified
conditions for surrender of control over the transferred assets exist. There was
no  material  effect  on the  consolidated  financial  position  or  results  of
operations of the Company.

In 1996,  the Company  adopted the Financial  Accounting  Standards  Board's new
standard  on  accounting  for  the  impairment  of  long-lived  assets  and  for
long-lived  assets to be disposed  of. The  standard  requires  that an impaired
long-lived asset be measured based on the fair value of the asset to be held and
used or the fair value less cost to sell of the asset to be disposed  of.  There
was no  material  effect on the  consolidated  financial  position or results of
operations of the Company.

In 1995, the Company adopted the Financial Accounting Standards Board's standard
on accounting for  impairment of loans,  which requires that an impaired loan be
measured  based on the present  value of expected  cash flows  discounted at the
loan's  effective  interest rate or the fair value of the collateral if the loan
is  collateral  dependent.  There was no  material  effect  on the  consolidated
financial position or results of operations of the Company.






NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

Principles  of  Consolidation:  The  consolidated  financial  statements  of the
Company include the accounts of TOLIC and its subsidiaries, all of which operate
primarily in the life insurance industry.  TOLIC is a wholly owned subsidiary of
Transamerica  Insurance  Corporation  of  California,  which is a  wholly  owned
subsidiary of Transamerica  Corporation.  All significant  intercompany balances
and transactions have been eliminated in consolidation.

Investments:  Investments are reported on the following bases:

       Fixed  maturities--All  debt securities,  including  redeemable preferred
       stocks,  are  classified as available for sale and carried at fair value.
       The  Company  does not  carry  any debt  securities  principally  for the
       purpose  of  trading.   Prepayments   are   considered  in   establishing
       amortization  periods for premiums and discounts  and  amortized  cost is
       further adjusted for other-than-temporary fair value declines. Derivative
       instruments are also reported as a component of fixed  maturities and are
       carried at fair value if designated as hedges of securities available for
       sale or at amortized  cost if  designated as hedges of  liabilities.  See
       Note K - Financial Instruments.

       Equity securities available for sale (common and nonredeemable  preferred
       stocks)--at fair value. The Company does not carry any equity  securities
       principally for the purpose of trading.

       Mortgage  loans  on  real  estate--at   unpaid  balances,   adjusted  for
       amortization  of  premium  or  discount,   less  allowance  for  possible
       impairment.

       Real  estate--Investment real estate that the Company intends to hold for
       the  production of income is carried at  depreciated  cost less allowance
       for possible  impairment.  Properties held for sale, primarily foreclosed
       assets,  are carried at the lower of depreciated  cost or fair value less
       estimated selling costs.

       Policy loans--at unpaid balances.

       Other  long-term   investments--at  cost,  less  allowance  for  possible
impairment.

       Short-term investments--at cost, which approximates fair value.

Realized gains and losses on disposal of investments are determined generally on
a specific  identification  basis. The Company reports realized gains and losses
on investment transactions in the accompanying consolidated statement of income,
net  of  the  amortization  of  deferred  policy  acquisition  costs  when  such
amortization  results  from the  realization  of gains or losses  other  than as
originally   anticipated   on  the   sale   of   investments   associated   with
interest-sensitive   products.  Changes  in  fair  values  of  fixed  maturities
available for sale and equity securities  available for sale are included in net
unrealized  investment  gains or losses  after  adjustment  of  deferred  policy
acquisition  costs and  reserves  for future  policy  benefits,  net of deferred
income taxes, as a separate component of shareholder's equity and,  accordingly,
have no effect on net income.





NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred  Policy  Acquisition  Costs (DPAC):  Certain costs of acquiring new and
renewal insurance contracts,  principally  commissions,  medical examination and
inspection  report  fees,  and certain  variable  underwriting,  issue and field
office  expenses,  all of which  vary  with  and are  primarily  related  to the
production of such business,  have been deferred.  DPAC for non-traditional life
and investment-type products are amortized over the life of the related policies
in relation  to  estimated  future  gross  profits.  DPAC for  traditional  life
insurance products are amortized over the  premium-paying  period of the related
policies in proportion to premium revenue recognized, using principally the same
assumptions used for computing future policy benefit  reserves.  DPAC related to
non-traditional and investment type products are adjusted as if unrealized gains
or losses  on  securities  available  for sale were  realized.  Changes  in such
adjustments  are  included in net  unrealized  investment  gains or losses on an
after  tax  basis  as  a  separate   component  of  shareholder's   equity  and,
accordingly, have no effect on net income.

Separate Accounts: The Company administers segregated asset accounts for certain
holders of  universal  life  policies,  variable  annuity  contracts,  and other
pension  deposit  contracts.  The assets  held in these  Separate  Accounts  are
invested  primarily in fixed  maturities,  equity  securities,  other marketable
securities,  and short-term investments.  The Separate Account assets are stated
at fair  value  and are not  subject  to  liabilities  arising  out of any other
business the Company may conduct.  Investment  risks  associated with fair value
changes are borne by the contract  holders.  Accordingly,  investment income and
realized gains and losses  attributable to Separate Accounts are not reported in
the Company's results of operations.

Policyholder Contract Deposits:  Non-traditional life insurance products include
universal   life  and  other   interest-sensitive   life   insurance   policies.
Investment-type products include single and flexible premium deferred annuities,
single premium immediate annuities,  guaranteed investment contracts,  and other
group pension  deposit  contracts that do not have mortality or morbidity  risk.
Policyholder   contract   deposits  on   non-traditional   life   insurance  and
investment-type  products represent premiums received plus accumulated interest,
less  mortality  charges on universal  life  products  and other  administration
charges as applicable  under the contract.  Interest  credited to these policies
ranged  from  3.0% to 9.7% in 1997  and  2.6% to 9.8% in 1996 and 2.8% to 10% in
1995.

Reserves  for  Future  Policy  Benefits:  Traditional  life  insurance  products
primarily  include  those  contracts  with  fixed and  guaranteed  premiums  and
benefits  and consist  principally  of whole life and term  insurance  policies,
limited-payment   life  insurance  policies  and  certain  annuities  with  life
contingencies.  The reserve for future  policy  benefits  for  traditional  life
insurance  products has been provided on a net-level  premium  method based upon
estimated investment yields, withdrawals, mortality, and other assumptions which
were appropriate at the time the policies were issued.  Such estimates are based
upon past experience with a margin for adverse deviation.  Interest  assumptions
range from 2.25% in earlier years to 11.82%. Reserves for future policy benefits
are evaluated as if unrealized gains or losses on securities  available for sale
were realized and adjusted for any resultant  premium  deficiencies.  Changes in
such adjustments are included in net unrealized investment gains or losses on an
after  tax  basis  as  a  separate   component  of  shareholder's   equity  and,
accordingly, have no effect on net income.





NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign  Currency  Translation:  The  effect of  changes  in  exchange  rates in
translating the foreign  subsidiary's  financial  statements is accumulated as a
separate  component of  shareholder's  equity,  net of applicable  income taxes.
Aggregate  transaction  adjustments  included in income were not significant for
1997, 1996 or 1995.

Recognition of Revenue and Costs:  Traditional life insurance  contract premiums
are  recognized  as revenue over the  premium-paying  period,  with reserves for
future policy benefits established from such premiums.

Revenues for universal  life and investment  products  consist of policy charges
for the cost of insurance, policy administration charges, amortization of policy
initiation fees, and surrender  charges assessed  against  policyholder  account
balances  during  the  period.  Expenses  related to these  products  consist of
interest  credited to policyholder  account balances and benefit claims incurred
in excess of policyholder account balances.

Claim reserves  include  provisions for reported  claims and claims incurred but
not reported.

Reinsurance:  Coinsurance premiums,  commissions,  expense  reimbursements,  and
reserves  related to reinsured  business are accounted  for on bases  consistent
with those used in  accounting  for the  original  policies and the terms of the
reinsurance  contracts.  Yearly  renewable term reinsurance is accounted for the
same as direct  business.  The receivables  and payables under certain  modified
coinsurance  arrangements  are  presented on a net basis to the extent that such
receivables  and payables are with the same ceding  company.  Premiums ceded and
recoverable  losses  have been  reported as a  reduction  of premium  income and
benefits,  respectively.  The ceded amounts related to policy  liabilities  have
been reported as an asset.

Income  Taxes:  TOLIC  and  its  domestic   subsidiaries  are  included  in  the
consolidated federal income tax returns filed by Transamerica Corporation, which
by the terms of a tax sharing agreement  generally  requires TOLIC to accrue and
settle  income tax  obligations  in amounts  that  would  result if TOLIC  filed
separate tax returns with federal taxing authorities.

Deferred  income  taxes arise from  temporary  differences  between the bases of
assets and liabilities for financial reporting purposes and income tax purposes,
based on  enacted  tax  rates in effect  for the  years in which  the  temporary
differences are expected to reverse.







NOTE A--SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Values of Financial Instruments:  Fair values for debt securities are based
on quoted market  prices,  where  available.  For debt  securities  not actively
traded and private  placements,  fair values are estimated using values obtained
from  independent  pricing  services.  Fair values for  derivative  instruments,
including  off-balance-sheet  instruments,  are estimated  using values obtained
from independent pricing services.

Fair values for equity securities are based on quoted market prices.

Fair values for  mortgage  loans on real estate and policy  loans are  estimated
using discounted cash flow calculations, based on interest rates currently being
offered for similar loans to borrowers with similar credit  ratings.  Loans with
similar characteristics are aggregated for calculation purposes.

The carrying  amounts of short-term  investments,  cash, and accrued  investment
income approximate their fair value.

Fair values for liabilities under investment-type  contracts are estimated using
discounted  cash flow  calculations,  based on interest  rates  currently  being
offered by similar contracts with maturates  consistent with those remaining for
the contracts being valued. The liabilities under investment-type  contracts are
included in  policyholder  contract  deposits in the  accompanying  consolidated
balance sheet.






NOTE B--INVESTMENTS

The cost  and fair  value of  fixed  maturities  available  for sale and  equity
securities are as follows (in thousands):



                                                                         Gross             Gross
                                                                      Unrealized        Unrealized            Fair
                                                       Cost              Gain              Loss               Value
December 31, 1997

   U.S. Treasury securities and
     obligations of U.S. government
                                                                                                         
     corporations and agencies                   $        273,949  $         78,390  $              -   $        352,339
   Obligations of states and political
     subdivisions                                         219,391            16,765                31            236,125
   Foreign governments                                     81,425             6,996                 2             88,419
   Corporate securities                                18,596,027         1,438,385            57,729         19,976,683
   Public utilities                                     4,017,154           340,580               811          4,356,923
   Mortgage-backed securities                           3,795,464           342,805             1,977          4,136,292
   Redeemable preferred stocks                             69,773            24,326             8,882             85,217
                                                 ----------------  ----------------  ----------------   ----------------

                      Total fixed maturities     $     27,053,183  $      2,248,247  $         69,432   $     29,231,998
                                                 ================  ================  ================   ================

   Equity securities                             $        309,637  $        488,322  $          6,738   $        791,221
                                                 ================  ================  ================   ================

December 31, 1996

   U.S. Treasury securities and
     obligations of U.S. government
     corporations and agencies                   $        288,605  $         25,118  $          1,628   $        312,095
   Obligations of states and political
     subdivisions                                         258,596             8,508               538            266,566
   Foreign governments                                    110,283             4,479               520            114,242
   Corporate securities                                15,171,041           779,904           108,999         15,841,946
   Public utilities                                     4,462,063           203,604            35,769          4,629,898
   Mortgage-backed securities                           5,548,067           252,094            56,293          5,743,868
   Redeemable preferred stocks                             66,856            10,281             5,076             72,061
                                                 ----------------  ----------------  ----------------   ----------------

                      Total fixed maturities     $     25,905,511  $      1,283,988  $        208,823   $     26,980,676
                                                 ================  ================  ================   ================

   Equity securities                             $        199,494  $        281,418  $          9,178   $        471,734
                                                 ================  ================  ================   ================









NOTE B--INVESTMENTS (Continued)

The cost and fair value of fixed  maturities  available for sale at December 31,
1997, by contractual maturity,  are shown below. Expected maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties (in thousands):



                                                                                             Fair
                                                                          Cost               Value
     Maturity

                                                                                           
     Due in 1998                                                    $        494,969   $        510,261
     Due in 1999-2002                                                      3,877,467          4,019,436
     Due in 2003-2007                                                      5,908,618          6,249,016
     Due after 2007                                                       12,906,892         14,231,776
                                                                    ----------------   ----------------
                                                                          23,187,946         25,010,489
     Mortgage-backed securities                                            3,795,464          4,136,292
     Redeemable preferred stock                                               69,773             85,217
                                                                    ----------------   ----------------

                                                                    $     27,053,183   $     29,231,998
                                                                    ================   ================

The  components  of the  carrying  value  of  real  estate  are as  follows  (in
thousands):

                                                                          1997               1996
                                                                    ---------------    ----------

     Investment real estate                                         $         18,806   $         22,814
     Properties held for sale                                                    827              2,062
                                                                    ----------------   ----------------

                                                                    $         19,633   $         24,876
                                                                    ================   ================


As of December 31,  1997,  the Company  held a total  investment  in one issuer,
other than the United States  Government or a Unites States Government agency or
authority,  which  exceeded  10% of total  shareholder's  equity as follows  (in
thousands):

Name of Issuer                                Carrying Value

Hill Street Funding                        $        516,822

The carrying value of those assets that were on deposit with public officials in
compliance with regulatory requirements was $21.7 million at December 31, 1997.






NOTE B--INVESTMENTS (Continued)

Net investment income by major investment  category is summarized as follows (in
thousands):



                                                              1997               1996              1995
                                                        ----------------   ----------------  ----------

                                                                                                 
     Fixed maturities                                   $      2,096,543   $      2,005,764  $      1,904,519
     Equity securities                                             5,339              5,458             3,418
     Mortgage loans on real estate                                62,877             58,165            40,702
     Real estate                                                 (11,110)            (7,435)            3,209
     Policy loans                                                 28,080             27,012            25,641
     Other long-term investments                                     511                978             2,353
     Short-term investments                                       12,770             10,616            13,286
                                                        ----------------   ----------------  ----------------
                                                               2,195,010          2,100,558         1,993,128
     Investment expenses                                         (29,445)           (23,326)          (20,369)
                                                        -----------------  ----------------  ----------------

                                                        $      2,165,565   $      2,077,232  $      1,972,759
                                                        ================   ================  ================


Significant  components  of net  realized  investment  gains are as follows  (in
thousands):



                                                              1997               1996              1995
                                                        ----------------   ----------------  ----------

     Net gains (losses) on disposition of investments in:
                                                                                                 
          Fixed maturities                              $        (21,484)  $         40,967  $         52,889
          Equity securities                                       59,834             15,750             5,637
          Other                                                   (1,410)             3,424             2,327
                                                        ----------------   ----------------  ----------------
                                                                  36,940             60,141            60,853
     Provision for impairment                                     (5,638)            (9,080)          (23,551)
     Accelerated amortization of DPAC                              8,961            (33,590)           (9,190)
                                                        ----------------   ----------------  ----------------

                                                        $         40,263   $         17,471  $         28,112
                                                        ================   ================  ================

The components of net gains (losses) on disposition of investment in fixed maturities are as follows (in thousands):
                                                              1997               1996              1995

     Gross gains                                        $         82,452   $         74,817  $         61,504
     Gross losses                                               (103,936)           (33,850)           (8,615)
                                                        ----------------   ----------------  ----------------

                                                        $        (21,484)  $         40,967  $         52,889
                                                        =================  ================  ================


Proceeds from disposition of investment in fixed  maturities  available for sale
were $7,896.5 million in 1997,  $4,969.2 million in 1996 and $3,461.1 million in
1995.






NOTE B--INVESTMENTS (Continued)

The costs of certain  investments have been reduced by the following  allowances
for impairment in value (in thousands):



                                                                               December 31
                                                                         1997               1996
                                                                  ----------------   -----------

                                                                                            
     Fixed maturities                                             $         64,168   $         54,160
     Mortgage loans on real estate                                          24,508             22,654
     Real estate                                                             5,854              9,146
     Other long-term investments                                             5,900             11,025
                                                                  ----------------   ----------------

                                                                  $        100,430   $         96,985
                                                                  ================   ================


The  components  of  net  unrealized   investment   gains  in  the  accompanying
consolidated balance sheet are as follows (in thousands):



                                                                               December 31
                                                                         1997              1996
                                                                  ----------------   ----------
     Unrealized gains on investment in:
                                                                                            
        Fixed maturities                                          $      2,178,815   $      1,075,165
        Equity securities                                                  481,584            272,240
                                                                  ----------------   ----------------
                                                                         2,660,399          1,347,405
     Fair value adjustments to:
        DPAC                                                              (546,111)          (306,602)
        Reserves for future policy benefits                               (281,000)          (195,000)
                                                                  ----------------   ----------------
                                                                          (827,111)          (501,602)
     Related deferred taxes                                               (641,651)          (296,031)
                                                                  ----------------   ----------------

                                                                  $      1,191,637   $        549,772
                                                                  ================   ================








NOTE C--DEFERRED POLICY ACQUISITION COSTS (DPAC)

Significant components of changes in DPAC are as follows (in thousands):



                                                                 1997               1996              1995
                                                          -----------------  ----------------  -----------

                                                                                                   
     Balance at beginning of year                         $      2,138,203   $     1,974,211   $      2,480,474

        Amounts deferred:
          Commissions                                              352,300           290,512            298,698
          Other                                                    115,431            97,491             83,108
        Amortization attributed to:
          Net gain on disposition of investments                     8,961           (33,590)            (9,190)
          Operating income                                        (265,264)         (235,180)          (182,123)
        Fair value adjustment                                     (239,509)           48,969           (706,915)
        Foreign currency translation adjustment                     (7,534)           (4,210)            10,159
                                                          -----------------  ---------------   ----------------

     Balance at end of year                               $      2,102,588   $     2,138,203   $      1,974,211

                                                          ================   ===============   ================



NOTE D--POLICY LIABILITIES

Components of policyholder contract deposits are as follows (in thousands):



                                                                                 December 31
                                                                           1997               1996
                                                                    ----------------   -----------

                                                                                             
     Liabilities for investment-type products                       $    19,297,966    $    18,126,119
     Liabilities for non-traditional life insurance
        products                                                          4,763,845          4,592,836
                                                                    ---------------    ---------------

                                                                    $    24,061,811    $    22,718,955
                                                                    ===============    ===============


Reserves for future policy benefits were evaluated as if the unrealized gains on
securities  available  for sale had been  realized and  adjusted  for  resultant
premium deficiencies by $281 million as of December 31, 1997, $195 million as of
December 31, 1996 and $339 million as of December 31, 1995.







NOTE E--INCOME TAXES

Components of income tax liabilities are as follows (in thousands):



                                                                                 December 31
                                                                           1997               1996
                                                                    ----------------   -----------

                                                                                               
     Current tax liabilities (receivables)                          $         44,510   $        (13,752)
     Deferred tax liabilities                                                769,578            402,604
                                                                    ----------------   ----------------

                                                                    $        814,088   $        388,852
                                                                    ================   ================


Significant  components of deferred tax liabilities  (assets) are as follows (in
thousands):



                                                                                 December 31
                                                                           1997               1996
                                                                    ----------------   -----------

                                                                                              
     Deferred policy acquisition costs                              $        783,624   $        726,011
     Unrealized investment gains                                             641,651            296,031
                                                                    ----------------   ----------------
        Total deferred tax liabilities                                     1,425,275          1,022,042

     Life insurance policy liabilities                                      (613,874)          (578,823)
     Provision for impairment of investments                                 (35,151)           (33,945)
     Other-net                                                                (6,672)            (6,670)
                                                                    -----------------  -----------------
        Total deferred tax assets                                           (655,697)          (619,438)
                                                                    ----------------   ----------------

                                                                    $        769,578   $        402,604
                                                                    ================   ================


The Company offsets all deferred tax assets and liabilities and presents them in
a single amount in the consolidated balance sheet.

Components of provision for income taxes are as follows (in thousands):



                                                                 1997               1996              1995
                                                          -----------------  ----------------  -----------

                                                                                                  
     Current tax expense                                  $        122,201   $         99,692  $       115,614
     Deferred tax expense (benefit):
        Domestic                                                    14,731             55,261           21,784
        Foreign                                                     12,649              9,732           12,249
                                                          ----------------   ----------------  ---------------

                                                          $        149,581   $        164,685  $       149,647
                                                          ================   ================  ===============








NOTE E--INCOME TAXES (Continued)

The differences  between federal income taxes computed at the statutory rate and
the provision for income taxes as reported are as follows (in thousands):



                                                                     1997              1996               1995
                                                              ----------------  ----------------   -----------

     Income before income taxes:
                                                                                                      
       Income from U.S. operations                            $       430,449   $       474,160    $       425,946
       Income from foreign operations                                  51,189            27,805             34,997
                                                              ---------------   ---------------    ---------------
                                                                      481,638           501,965            460,943
     Tax rate                                                              35%               35%                35%
                                                              ---------------   ---------------    ---------------
     Federal income taxes at statutory rate                           168,573           175,688            161,330
     Income not subject to tax                                         (3,284)           (2,262)              (685)
     Low income housing credits                                       (10,156)           (8,175)            (3,137)
     Other, net                                                        (5,552)             (566)            (7,861)
                                                              ---------------   ---------------    ---------------

                                                              $       149,581   $       164,685    $       149,647
                                                              ===============   ===============    ===============


Low income housing  credits are recognized  over the productive life of acquired
assets.  In 1995, the Company  recognized a $4.4 million tax benefit  related to
the favorable settlement of a prior year tax matter.

Under the Life Insurance Company Income Tax Act of 1959, a portion of "gain from
operations" was not subject to current income taxation but was accumulated,  for
tax purposes,  in a memorandum  account  designated as  "policyholders'  surplus
account."  The balance in this account was frozen at December 31, 1983  pursuant
to the Deficit Reduction Act of 1984. This amount becomes subject to tax when it
exceeds a  certain  maximum  or when  cash  dividends  are paid  therefrom.  The
policyholders' surplus account balance at December 31, 1997 was $138 million. At
December 31, 1997, $2,179 million was available for payment of dividends without
such tax consequences.  No income taxes have been provided on the policyholders'
surplus account since the conditions that would cause such taxes are remote.

Income  taxes of $58.5  million,  $149.1  million and $153.3  million  were paid
principally to the Company's parent in 1997, 1996 and 1995, respectively.


NOTE F--REINSURANCE

The Company is involved in both the cession and assumption of  reinsurance  with
other companies. Risks are reinsured with other companies to permit the recovery
of a portion of the direct losses,  however,  the Company  remains liable to the
extent the  reinsuring  companies  do not meet  their  obligations  under  these
reinsurance agreements.





NOTE F--REINSURANCE (Continued)

The  components of the Company's  life insurance in force and premiums and other
considerations are summarized as follows (in thousands):



                                                              Ceded to              Assumed
                                         Direct                 Other             from Other               Net
                                         Amount               Companies            Companies             Amount
1997
   Life insurance in force,
                                                                                                      
     at end of year               $        241,379,957  $       207,533,094  $       225,685,653  $       259,532,516
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,854,918  $         1,163,259  $         1,085,712  $         1,777,371
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,950,335  $           696,009  $           472,738  $         2,727,064
                                  ====================  ===================  ===================  ===================

1996
   Life insurance in force,
     at end of year               $        220,162,932  $       195,158,214  $       201,560,322  $       226,565,040
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,702,975  $         1,033,201  $           972,211  $         1,641,985
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,922,967  $         1,112,561  $           748,386  $         2,558,792
                                  ====================  ===================  ===================  ===================

1995
   Life insurance in force,
     at end of year               $        206,722,573  $       116,762,869  $       174,193,592  $       264,153,296
                                  ====================  ===================  ===================  ===================

   Premiums and other
     considerations               $          1,857,439  $         1,079,303  $           885,440  $         1,663,576
                                  ====================  ===================  ===================  ===================

   Benefits paid or
     provided                     $          2,803,213  $         1,065,545  $           701,488  $         2,439,156
                                  ====================  ===================  ===================  ===================









NOTE G--PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

Substantially  all  employees  of the  Company  are  covered by  noncontributory
defined  pension  benefit plans sponsored by the Company and the Retirement Plan
for Salaried  Employees of  Transamerica  Corporation  and  Affiliates.  Pension
benefits  are based on the  employee's  compensation  during the highest paid 60
consecutive months during the 120 months before retirement. Annual contributions
to the plans  generally  include a  provision  for  current  service  costs plus
amortization  of prior service  costs over periods  ranging from 10 to 30 years.
Assets of the plans are  invested  principally  in  publicly  traded  stocks and
bonds.

The  Company's  total  pension costs  (benefits)  recognized  for all plans were
$(5.4)  million in 1997,  $(3.1)  million in 1996 and $2.5  million in 1995,  of
which $(6.1)  million in 1997,  $(3.7) million in 1996 and $2.0 million in 1995,
respectively,  related to the plan sponsored by  Transamerica  Corporation.  The
plans  sponsored by the Company are not material to the  consolidated  financial
position of the Company.

The Company also participates in various  contributory  defined benefit programs
sponsored by  Transamerica  Corporation  that provide  medical and certain other
benefits to eligible  retirees.  Postretirement  benefit costs charged to income
were not significant in 1997, 1996 and 1995.


NOTE H--RELATED PARTY TRANSACTIONS

The Company has various  transactions with Transamerica  Corporation and certain
of its other subsidiaries in the normal course of operations. These transactions
include  loans and  advances,  investments  in a money market fund managed by an
affiliated company, rental of space, and other specialized services. At December
31, 1997,  pension funds  administered  for these related  companies  aggregated
$1,467.4 million and the investment in an affiliated money market fund, included
in short-term investments, was $91.1 million.

During 1996, the Company  transferred  certain below investment grade bonds with
an aggregate  book value of $424.9  million,  including  an  aggregate  interest
receivable  of $9.6 million,  to a special  purpose  subsidiary of  Transamerica
Corporation  in  exchange  for  assets  with a fair  value  of  $438.9  million,
comprised of  collateralized  higher-rated  bond  obligations  of $413.9 million
issued by the special purpose subsidiary and cash of $25 million.  The excess of
fair  value of the  consideration  received  over the  book  value of the  bonds
transferred is included in net realized investment gains.

During 1995, the Company transferred real estate with an aggregate book value of
$27.7  million to an  affiliate  within the  Transamerica  Corporation  group of
consolidated  companies  in  exchange  for  assets  with a fair  value  of $49.7
million,  comprising  mortgage loans of $35.1 million and cash of $14.6 million.
The excess of fair value of the  consideration  received  over the book value of
the real  estates  transferred,  net of related tax  payable to the  parent,  is
included as a capital contribution.





NOTE H--RELATED PARTY TRANSACTIONS (Continued)

During 1997,  equity  securities  with a fair value of $177.2  million  (cost of
$55.5 million) were received from Transamerica Corporation. $50 million was used
as a partial paydown on a $200 million note due from  Transamerica  Corporation.
The  excess of fair  value  over cost less the  amount  applied  to the note was
recorded as additional paid-in capital. The remaining balance on the note, which
is due in 2013 and bears interest at 7%, is $150 million.

In addition,  the Company  received a capital  contribution  of $15 million from
Transamerica Corporation.


NOTE I--REGULATORY MATTERS

TOLIC and its insurance  subsidiaries  are subject to state  insurance  laws and
regulations,   principally  those  of  TOLIC  and  each  subsidiary's  state  of
incorporation.  Such regulations  include the risk-based capital requirement and
the  restriction on the payment of dividends.  Generally,  dividends  during any
year may not be paid,  without  prior  regulatory  approval,  in  excess  of the
greater  of  10%  of the  Company's  statutory  capital  and  surplus  as of the
preceding year end or the Company's statutory net income from operations for the
preceding  year. The insurance  department of the domiciliary  state  recognizes
these amounts as determined in conformity  with statutory  accounting  practices
prescribed or permitted by the insurance department, which vary in some respects
from  generally  accepted  accounting  principles.  The Company's  statutory net
income and statutory  capital and surplus which are  represented  by TOLIC's net
income and capital and surplus are summarized as follows (in thousands):



                                                      1997                  1996                  1995
                                              -------------------   -------------------   ------------

                                                                                                  
     Statutory net income                     $            96,472    $           112,296   $           131,607
     Statutory capital and surplus, at
        end of year                                     1,556,228              1,249,045             1,115,691



NOTE J-COMMITMENTS AND CONTINGENCIES

The Company issues synthetic guaranteed investment contracts which guarantee, in
exchange for a fee,  the  liquidity  of pension  plans to pay certain  qualified
benefits if other sources of plan  liquidity are exhausted.  Unlike  traditional
guaranteed investment  contracts,  the plan sponsor retains the credit risk in a
synthetic  contract  while the Company  assumes some limited  degree of interest
rate risk. To minimize the risk of loss, the Company underwrites these contracts
based on plan sponsor agreement, at the inception of the contract, on investment
guidelines  to be  followed,  including  overall  portfolio  credit and maturity
requirements.  Adherence to these investment requirements is monitored regularly
by the Company.  At December 31, 1997,  commitments  to maintain  liquidity  for
benefit payments on notional  amounts of $3.3 billion were outstanding  compared
to $1.9 billion at December 31, 1996.





NOTE J-COMMITMENTS AND CONTINGENCIES (Continued)

The Company is subject to mandatory assessments by state guaranty funds to cover
losses to policyholders  of those insurance  companies that are under regulatory
supervision.  Certain states allow such  assessments to be used to reduce future
premium taxes. The Company  estimates and recognizes its obligation for guaranty
fund  assessments,  net of premium  tax  deductions,  based on the  survey  data
provided  by  National  Organization  of  Life  and  Health  Insurance  Guaranty
Associations.  At December 31, 1997 and 1996,  the  estimated  exposures and the
resultant  accruals  recorded  were not material to the  consolidated  financial
position or results of operations of the Company.

Substantially all leases of the Company are operating leases principally for the
rental of real estate.  Rental  expenses for equipment and properties were $16.5
million in 1997,  $20.6 million in 1996 and $25.3 million in 1995. The following
is a  schedule  by  years of  future  minimum  rental  payments  required  under
operating  leases that have  initial or remaining  noncancelable  lease terms in
excess of one year as of December 31, 1997 (in thousands):

Year ending December 31:
           1998                                           $ 15,115
           1999                                                      14,468
           2000                                                      12,208
           2001                                                      11,768
           2002                                                       6,874
       Later years                                                   55,597
                                                          --------------------

                                                          $ 116,030
                                                          ====================

The Company is a defendant in various legal actions arising from its operations.
These  include  legal  actions  similar to those  faced by many other major life
insurers  which allege  damages  related to sales  practices for universal  life
policies  sold  between  January  1981 and June 1996.  In one such  action,  the
Company and plaintiffs'  counsel entered into a settlement which was approved on
June  26,  1997.  The  settlement   required  prompt  notification  to  affected
policyholders.  Administrative  and policy  benefit  costs  associated  with the
settlement of $31 million pre-tax have been accrued. Additional costs related to
the  settlement  are not  expected  to be material  and will be incurred  over a
period of years.  Additional  costs related to the  settlement are not currently
determinable.  In the opinion of the Company, any ultimate liability which might
result from other litigation  would not have a materially  adverse effect on the
combined financial position of the Company or the results of its operations.






NOTE K--FINANCIAL INSTRUMENTS

The carrying  values and estimated fair values of financial  instruments  are as
follows (in thousands):



                                                                                    December 31
                                                      -----------------------------------------
                                                                      1997                                1996
                                                      -----------------------------------    -----------------
                                                           Carrying             Fair           Carrying            Fair
                                                             Value              Value            Value             Value
Financial Assets:
                                                                                                             
   Fixed maturities available for sale                 $    29,231,998   $    29,231,998   $    26,980,676   $    26,980,676
   Equity securities available for sale                        791,221           791,221           471,734           471,734
   Mortgage loans on real estate                               706,939           774,556           716,669           770,122
   Policy loans                                                451,023           427,924           442,607           416,396
   Short-term investments                                      324,672           324,672           135,726           135,726
   Cash                                                         36,656            36,656            35,817            35,817
   Accrued investment income                                   481,913           481,913           404,866           404,866

Financial Liabilities:
   Liabilities for investment-type contracts:
     Single and flexible premium
       deferred annuities                                    6,779,951         6,261,707         6,962,501         6,400,632
     Single premium immediate annuities                      4,361,311         5,122,562         4,115,047         4,476,968
     Guaranteed investment contracts                         3,211,834         3,265,384         3,153,769         3,207,342
     Other deposit contracts                                 4,944,870         4,992,906         3,894,802         3,913,046

Off-balance-sheet assets (liabilities):
   Interest rate swap agreements designated
     as hedges of liabilities in a:
      Receivable position                                            -             8,189                 -            43,916
      Payable position                                               -            (5,247)                -            (5,485)


The Company enters into various interest rate agreements in the normal course of
business,  primarily  as a means of  managing  its  interest  rate  exposure  in
connection with asset and liability management.

Interest rate swap agreements  generally  involve the periodic exchange of fixed
rate interest and floating rate interest payments by applying a specified market
index to the  underlying  contract or notional  amount,  without  exchanging the
underlying  notional  amounts.  The differential to be paid or received on those
interest rate swap agreements that are designated as hedges of financial  assets
is recorded on an accrual basis as a component of net investment




NOTE K--FINANCIAL INSTRUMENTS (Continued)

income.  The  differential  to be paid or received on those  interest  rate swap
agreements that are designated as hedges of financial liabilities is recorded on
an accrual basis as a component of benefits paid or provided.  While the Company
is not  exposed  to credit  risk with  respect  to the  notional  amounts of the
interest  rate swap  agreements,  the  Company is  subject  to credit  risk from
potential nonperformance of counterparties  throughout the contract periods. The
amounts  potentially  subject  to such  credit  risk are much  smaller  than the
notional  amounts.  The Company  controls  this  credit  risk by  entering  into
transactions  with  only  a  selected  number  of  high  quality   institutions,
establishing credit limits and maintaining collateral when appropriate.

Interest  rate floor and cap  agreements  generally  provide  for the receipt of
payments in the event the average interest rates during a settlement period fall
below  specified  levels  under  interest  rate floor  agreements  or rise above
specified  levels  under  interest  rate cap  agreements.  A swaption  generally
provides  for an option to enter into an  interest  rate swap  agreement  in the
event of unfavorable interest rate movements. These agreements generally require
upfront premium payments. The costs of swaptions and interest rate floor and cap
agreements are amortized over the contractual periods and resulting amortization
expenses are included in net investment income.  Any conditional  receipts under
these  agreements  are  recorded  on an  accrual  basis  as a  component  of net
investment  income if designated as hedges of financial assets or as a component
of benefits paid or provided if designated as hedges of financial liabilities.

Gains or  losses  on  terminated  interest  rate  agreements  are  deferred  and
amortized over the remaining life of the underlying  assets or liabilities being
hedged.






NOTE K--FINANCIAL INSTRUMENTS (Continued)

The  information  on  derivative   instruments  is  summarized  as  follows  (in
thousands):



                                                                         Aggregate         Weighted
                                                                         Notional           Average
                                                                          Amount          Fixed Rate        Fair Value
December 31, 1997
   Interest rate swap  agreements  designated as hedges of securities  available
     for sale, where TLC pays:
                                                                                                           
      Fixed rate interest                                           $        419,715          6.81%     $         1,820
      Floating rate interest                                                 280,905          6.48%               3,000
      Floating rate interest based on one index and
        receives floating rate interest based on
        another index                                                        337,371           -                   (320)
   Interest rate swap agreements designated as
     hedges of financial liabilities, where TLC pays:
      Fixed rate interest                                                          -            -                     -
      Floating rate interest                                               2,252,089          6.17%               4,507
      Floating rate interest based on one index and
        receives floating rate interest based on
        another index                                                        304,820           -                 (1,565)
   Interest rate floor agreements                                            560,500          6.46%              25,254
   Swaptions                                                               8,326,030          4.50%             103,018
   Others                                                                     29,117           -                 15,314

December 31, 1996
   Interest rate swap  agreements  designated as hedges of securities  available
     for sale, where TLC pays:
      Fixed rate interest                                           $        270,035          6.73%     $         1,511
      Floating rate interest                                                 250,905          6.77%               5,877
      Floating rate interest based on one index and
        receives floating rate interest based on
        another index                                                        326,644           -                 (9,359)
   Interest rate swap agreements designated as
                 ----
     hedges of financial liabilities, where TLC pays:
      Fixed rate interest                                                     60,000          4.39%                 333
      Floating rate interest                                               1,710,716          6.11%              37,655
      Floating rate interest based on one index and
        receives floating rate interest based on
        another index                                                         58,585           -                    443
   Interest rate floor agreements                                            560,500          6.46%              19,287
   Swaptions                                                               8,327,570          4.50%              54,198
   Others                                                                    108,745           -                 19,607







NOTE K--FINANCIAL INSTRUMENTS (Continued)

Generally,  notional  amounts  indicate the volume of transactions and estimated
fair values indicate the amounts subject to credit risk.

Activities  with respect to the notional  amounts are  summarized as follows (in
thousands):



                                             Beginning                                                             End
                                              of Year         Additions       Maturities      Terminations       of Year

1997:
   Interest rate swap agreements
     designated as hedges of
                                                                                                           
     securities available for sale        $      847,584   $      322,165   $       91,858  $     39,900     $      1,037,991
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                     1,829,301        2,297,133        1,554,525        15,000            2,556,909
   Interest rate floor agreements                560,500                -                -             -              560,500
   Swaptions                                   8,327,570                -                -         1,540            8,326,030
   Others                                        108,745           20,572          100,200             -               29,117
                                          --------------   --------------   --------------  ------------     ----------------

                                          $   11,673,700   $    2,639,870   $    1,746,583  $     56,440     $     12,510,547
                                          ==============   ==============   ==============  ============     ================
1996:
   Interest rate swap agreements
     designated as hedges of
     securities available for sale        $      440,173   $      566,023   $      143,554  $     15,058     $        847,584
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                     1,146,678        1,887,348        1,103,525       101,200            1,829,301
   Interest rate floor agreements                560,500                -                -             -              560,500
   Interest rate cap agreements                  250,000                -          250,000             -                    -
   Swaptions                                   1,267,140        7,170,000          109,570             -            8,327,570
   Others                                        100,000            8,745                -             -              108,745
                                          --------------   --------------   --------------  ------------     ----------------

                                          $    3,764,491   $    9,632,116   $    1,606,649  $    116,258     $11,673,700
                                          ==============   ==============   ==============  ============     ===========
1995:
   Interest rate swap agreements
     designated as hedges of
     securities available for sale        $      274,777   $      246,790   $       59,947  $     21,447     $        440,173
   Interest rate swap agreements
     designated as hedges of
     financial liabilities                       601,545        1,035,910          460,777        30,000            1,146,678
   Interest rate floor agreements                560,500                -                -             -              560,500
   Interest rate cap agreements                  100,000          250,000          100,000             -              250,000
   Swaptions                                     100,000        1,167,140                -             -            1,267,140
   Others                                        100,000                -                -             -              100,000
                                          --------------   --------------   --------------  ------------     ----------------

                                          $    1,736,822   $    2,699,840   $      620,724  $     51,447     $      3,764,491
                                          ==============   ==============   ==============  ============     ================






NOTE K--FINANCIAL INSTRUMENTS (Continued)

Financial instruments which potentially subject the Company to concentrations of
credit risk consist  principally  of temporary  cash  investments,  derivatives,
fixed maturities, mortgage loans on real estate and reinsurance receivables. The
Company  places  its  temporary  cash  investments  and enters  into  derivative
transactions with high credit quality financial institutions.  Concentrations of
credit risk with respect to investments  in fixed  maturities and mortgage loans
on real estate are limited due to the large number of such investments and their
dispersion  across many different  industries and geographic  areas. The Company
places reinsurance with only highly rated insurance  companies.  At December 31,
1997, the Company had no significant concentration of credit risk.





                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                                  Male, Non-Tobacco User, Age 55
                                                     Standard Underwriting Class
                                                Simplified Underwriting Criteria
                                                           Face Amount: $221,000



             BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1      $78,750   $65,987   $72,737  $221,000   $70,424  $77,174  $221,000   $74,862   $81,612   $221,000
               2      $82,688   $64,542   $70,542  $221,000   $73,411  $79,411  $221,000   $82,806   $88,806   $221,000
               3      $86,822   $63,163   $68,413  $221,000   $76,463  $81,713  $221,000   $91,384   $96,634   $221,000
               4      $91,163   $61,848   $66,348  $221,000   $79,582  $84,082  $221,000  $100,653  $105,153   $221,000
               5      $95,721   $60,596   $64,346  $221,000   $82,769  $86,519  $221,000  $110,673  $114,423   $221,000
               6     $100,507   $59,404   $62,404  $221,000   $86,027  $89,027  $221,000  $121,510  $124,510   $221,000
               7     $105,533   $58,271   $60,521  $221,000   $89,358  $91,608  $221,000  $133,236  $135,486   $221,000
               8     $110,809   $57,195   $58,695  $221,000   $92,764  $94,264  $221,000  $145,929  $147,429   $221,000
               9     $116,350   $56,174   $56,924  $221,000   $96,246  $96,996  $221,000  $159,676  $160,426   $222,992
              10     $122,167   $55,206   $55,206  $221,000   $99,808  $99,808  $221,000  $174,568  $174,568   $239,158
              11     $128,275   $53,970   $53,970  $221,000  $103,527  $103,527 $221,000  $191,483  $191,483   $258,502
              12     $134,689   $52,762   $52,762  $221,000  $107,384  $107,384 $221,000  $210,037  $210,037   $281,450
              13     $141,424   $51,581   $51,581  $221,000  $111,384  $111,384 $221,000  $230,390  $230,390   $306,418
              14     $148,495   $50,426   $50,426  $221,000  $115,534  $115,534 $221,000  $252,714  $252,714   $333,582
              15     $155,920   $49,298   $49,298  $221,000  $119,839  $119,839 $221,000  $277,201  $277,201   $363,134
              16     $163,716   $48,194   $48,194  $221,000  $124,304  $124,304 $221,000  $304,062  $304,062   $395,280
              17     $171,901   $47,115   $47,115  $221,000  $128,935  $128,935 $221,000  $333,525  $333,525   $426,912
              18     $180,496   $46,061   $46,061  $221,000  $133,738  $133,738 $221,000  $365,843  $365,843   $460,962
              19     $189,521   $45,030   $45,030  $221,000  $138,721  $138,721 $221,000  $401,292  $401,292   $497,602
              20     $198,997   $44,022   $44,022  $221,000  $143,889  $143,889 $221,000  $440,176  $440,176   $537,015

            Age 60    $95,721   $60,596   $64,346  $221,000   $82,769  $86,519  $221,000  $110,673  $114,423   $221,000
            Age 65   $122,167   $55,206   $55,206  $221,000   $99,808  $99,808  $221,000  $174,568  $174,568   $239,158
            Age 70   $155,920   $49,298   $49,298  $221,000  $119,839  $119,839 $221,000  $277,201  $277,201   $363,134
            Age 75   $198,997   $44,022   $44,022  $221,000  $143,889  $143,889 $221,000  $440,176  $440,176   $537,015
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $75,000 is made at the  beginning  of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT


                                                  Male, Non-Tobacco User, Age 55
                                                     Standard Underwriting Class
                                                Simplified Underwriting Criteria
                                                          Face Amount:  $221,000



                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1      $78,750   $65,164   $71,914  $221,000   $69,601  $76,351  $221,000   $74,040   $80,790   $221,000
               2      $82,688   $62,755   $68,755  $221,000   $71,637  $77,637  $221,000   $81,053   $87,053   $221,000
               3      $86,822   $60,253   $65,503  $221,000   $73,587  $78,837  $221,000   $88,580   $93,830   $221,000
               4      $91,163   $57,652   $62,152  $221,000   $75,452  $79,952  $221,000   $96,691  $101,191   $221,000
               5      $95,721   $54,908   $58,658  $221,000   $77,195  $80,945  $221,000  $105,432  $109,182   $221,000
               6     $100,507   $52,016   $55,016  $221,000   $78,812  $81,812  $221,000  $114,890  $117,890   $221,000
               7     $105,533   $48,929   $51,179  $221,000   $80,266  $82,516  $221,000  $125,140  $127,390   $221,000
               8     $110,809   $45,618   $47,118  $221,000   $81,533  $83,033  $221,000  $136,287  $137,787   $221,000
               9     $116,350   $42,029   $42,779  $221,000   $82,572  $83,322  $221,000  $148,444  $149,194   $221,000
              10     $122,167   $38,085   $38,085  $221,000   $83,320  $83,320  $221,000  $161,746  $161,746   $221,592
              11     $128,275   $33,232   $33,232  $221,000   $83,528  $83,528  $221,000  $176,552  $176,552   $238,345
              12     $134,689   $27,909   $27,909  $221,000   $83,409  $83,409  $221,000  $192,607  $192,607   $258,093
              13     $141,424   $22,042   $22,042  $221,000   $82,905  $82,905  $221,000  $209,991  $209,991   $279,288
              14     $148,495   $15,545   $15,545  $221,000   $81,954  $81,954  $221,000  $228,796  $228,796   $302,011
              15     $155,920   $8,326    $8,326   $221,000   $80,481  $80,481  $221,000  $249,120  $249,120   $326,348
              16     $163,716    $223      $223    $221,000   $78,369  $78,369  $221,000  $271,047  $271,047   $352,362
              17     $171,901     $0        $0        $0*     $75,460  $75,460  $221,000  $294,776  $294,776   $377,313
              18     $180,496     $0        $0        $0*     $71,588  $71,588  $221,000  $320,457  $320,457   $403,775
              19     $189,521     $0        $0        $0*     $66,497  $66,497  $221,000  $348,233  $348,233   $431,809
              20     $198,997     $0        $0        $0*     $59,932  $59,932  $221,000  $378,307  $378,307   $461,535
            Age 60    $95,721   $54,908   $58,658  $221,000   $77,195  $80,945  $221,000  $105,432  $109,182   $221,000
            Age 65   $122,167   $38,085   $38,085  $221,000   $83,320  $83,320  $221,000  $161,746  $161,746   $221,592
            Age 70   $155,920   $8,326    $8,326   $221,000   $80,481  $80,481  $221,000  $249,120  $249,120   $326,348
            Age 75   $198,997     $0        $0        $0*     $59,932  $59,932  $221,000  $378,307  $378,307   $461,535
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $75,000 is made at the  beginning  of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.

* If the Guaranteed Death Benefit Rider is in effect on the Contract,  the death
benefit will be $221,000 based on the assumptions for this illustration.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                                  Male, Non-Tobacco User, Age 55
                                                     Standard Underwriting Class
                                                      Full Underwriting Criteria
                                                          Face Amount:  $441,000




             BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $157,500  $131,973  $145,473  $441,000  $140,848  $154,348 $441,000  $149,723  $163,223   $441,000
               2     $165,375  $129,083  $141,083  $441,000  $146,823  $158,823 $441,000  $165,612  $177,612   $441,000
               3     $173,644  $126,326  $136,826  $441,000  $152,927  $163,427 $441,000  $182,769  $193,269   $441,000
               4     $182,326  $123,697  $132,697  $441,000  $159,164  $168,164 $441,000  $201,306  $210,306   $441,000
               5     $191,442  $121,192  $128,692  $441,000  $165,539  $173,039 $441,000  $221,346  $228,846   $441,000
               6     $201,014  $118,809  $124,809  $441,000  $172,055  $178,055 $441,000  $243,019  $249,019   $441,000
               7     $211,065  $116,542  $121,042  $441,000  $178,716  $183,216 $441,000  $266,471  $270,971   $441,000
               8     $221,618  $114,390  $117,390  $441,000  $185,527  $188,527 $441,000  $291,858  $294,858   $441,000
               9     $232,699  $112,347  $113,847  $441,000  $192,493  $193,993 $441,000  $319,351  $320,851   $445,983
              10     $244,334  $110,412  $110,412  $441,000  $199,616  $199,616 $441,000  $349,136  $349,136   $478,316
              11     $256,551  $107,940  $107,940  $441,000  $207,053  $207,053 $441,000  $382,966  $382,966   $517,004
              12     $269,378  $105,524  $105,524  $441,000  $214,767  $214,767 $441,000  $420,075  $420,075   $562,900
              13     $282,847  $103,162  $103,162  $441,000  $222,769  $222,769 $441,000  $460,779  $460,779   $612,836
              14     $296,990  $100,853  $100,853  $441,000  $231,069  $231,069 $441,000  $505,428  $505,428   $667,165
              15     $311,839   $98,595   $98,595  $441,000  $239,677  $239,677 $441,000  $554,403  $554,403   $726,268
              16     $327,431   $96,388   $96,388  $441,000  $248,607  $248,607 $441,000  $608,123  $608,123   $790,560
              17     $343,803   $94,231   $94,231  $441,000  $257,869  $257,869 $441,000  $667,049  $667,049   $853,823
              18     $360,993   $92,121   $92,121  $441,000  $267,477  $267,477 $441,000  $731,685  $731,685   $921,923
              19     $379,043   $90,059   $90,059  $441,000  $277,442  $277,442 $441,000  $802,584  $802,584   $995,204
              20     $397,995   $88,043   $88,043  $441,000  $287,779  $287,779 $441,000  $880,353  $880,353  $1,074,030

            Age 60   $191,442  $121,192  $128,692  $441,000  $165,539  $173,039 $441,000  $221,346  $228,846   $441,000
            Age 65   $244,334  $110,412  $110,412  $441,000  $199,616  $199,616 $441,000  $349,136  $349,136   $478,316
            Age 70   $311,839   $98,595   $98,595  $441,000  $239,677  $239,677 $441,000  $554,403  $554,403   $726,268
            Age 75   $397,995   $88,043   $88,043  $441,000  $287,779  $287,779 $441,000  $880,353  $880,353  $1,074,030
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $150,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT


                                                  Male, Non-Tobacco User, Age 55
                                                     Standard Underwriting Class
                                                      Full Underwriting Criteria
                                                          Face Amount:  $441,000



                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $157,500  $130,335  $143,835  $441,000  $139,211  $152,711 $441,000  $148,089  $161,589   $441,000
               2     $165,375  $125,528  $137,528  $441,000  $143,291  $155,291 $441,000  $162,124  $174,124   $441,000
               3     $173,644  $120,532  $131,032  $441,000  $147,204  $157,704 $441,000  $177,192  $187,692   $441,000
               4     $182,326  $115,340  $124,340  $441,000  $150,946  $159,946 $441,000  $193,429  $202,429   $441,000
               5     $191,442  $109,865  $117,365  $441,000  $154,446  $161,946 $441,000  $210,928  $218,428   $441,000
               6     $201,014  $104,094  $110,094  $441,000  $157,696  $163,696 $441,000  $229,865  $235,865   $441,000
               7     $211,065   $97,934  $102,434  $441,000  $160,622  $165,122 $441,000  $250,390  $254,890   $441,000
               8     $221,618   $91,326   $94,326  $441,000  $163,178  $166,178 $441,000  $272,713  $275,713   $441,000
               9     $232,699   $84,165   $85,665  $441,000  $165,280  $166,780 $441,000  $297,063  $298,563   $441,000
              10     $244,334   $76,297   $76,297  $441,000  $166,805  $166,805 $441,000  $323,708  $323,708   $443,480
              11     $256,551   $66,614   $66,614  $441,000  $167,255  $167,255 $441,000  $353,345  $353,345   $477,015
              12     $269,378   $55,995   $55,995  $441,000  $167,055  $167,055 $441,000  $385,477  $385,477   $516,539
              13     $282,847   $44,289   $44,289  $441,000  $166,093  $166,093 $441,000  $420,270  $420,270   $558,959
              14     $296,990   $31,328   $31,328  $441,000  $164,242  $164,242 $441,000  $457,906  $457,906   $604,436
              15     $311,839   $16,926   $16,926  $441,000  $161,358  $161,358 $441,000  $498,582  $498,582   $653,142
              16     $327,431    $762      $762    $441,000  $157,203  $157,203 $441,000  $542,466  $542,466   $705,205
              17     $343,803     $0        $0        $0*    $151,467  $151,467 $441,000  $589,956  $589,956   $755,143
              18     $360,993     $0        $0        $0*    $143,820  $143,820 $441,000  $641,352  $641,352   $808,103
              19     $379,043     $0        $0        $0*    $133,752  $133,752 $441,000  $696,943  $696,943   $864,209
              20     $397,995     $0        $0        $0*    $120,760  $120,760 $441,000  $757,132  $757,132   $923,701
            Age 60   $191,442  $109,865  $117,365  $441,000  $154,446  $161,946 $441,000  $210,928  $218,428   $441,000
            Age 65   $244,334   $76,297   $76,297  $441,000  $166,805  $166,805 $441,000  $323,708  $323,708   $443,480
            Age 70   $311,839   $16,926   $16,926  $441,000  $161,358  $161,358 $441,000  $498,582  $498,582   $653,142
            Age 75   $397,995     $0        $0        $0*    $120,760  $120,760 $441,000  $757,132  $757,132   $923,701
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $150,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.

* If the Guaranteed Death Benefit Rider is in effect on the Contract,  the death
benefit will be $441,000 based on the assumptions for this illustration.

THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT


                                                  Male, Non-Tobacco User, Age 55
                                                Female, Non-Tobacco User, Age 55
                                                     Standard Underwriting Class
                                                Simplified Underwriting Criteria
                                                          Face Amount:  $346,000



                 BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
             MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           -----------------------------------------------------------------------------------------------------------
           -----------------------------------------------------------------------------------------------------------
                    Payments   Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                    Made Plus Gross Investment Return      Gross Investment Return      Gross Investment Return
                    Interest
           Contract At 5% Per Surrender Contract   Death   Surrender Contract   Death   SurrenderContract    Death
             Year     Year      Value    Value    Benefit    Value    Value    Benefit   Value     Value    Benefit

                                                                                
              1      $78,750   $66,337  $73,087  $346,000   $70,797  $77,547  $346,000  $75,256   $82,006   $346,000
              2      $82,688   $65,190  $71,190  $346,000   $74,147  $80,147  $346,000  $83,635   $89,635   $346,000
              3      $86,822   $64,050  $69,300  $346,000   $77,547  $82,797  $346,000  $92,690   $97,940   $346,000
              4      $91,163   $62,911  $67,411  $346,000   $80,991  $85,491  $346,000  $102,480 $106,980   $346,000
              5      $95,721   $61,823  $65,573  $346,000   $84,483  $88,233  $346,000  $113,067 $116,817   $346,000
              6     $100,507   $60,785  $63,785  $346,000   $88,064  $91,064  $346,000  $124,520 $127,520   $346,000
              7     $105,533   $59,797  $62,047  $346,000   $91,735  $93,985  $346,000  $136,929 $139,179   $346,000
              8     $110,809   $58,855  $60,355  $346,000   $95,500  $97,000  $346,000  $150,403 $151,903   $346,000
              9     $116,350   $57,960  $58,710  $346,000   $99,362  $100,112 $346,000  $165,041 $165,791   $346,000
              10    $122,167   $57,109  $57,109  $346,000  $103,324  $103,324 $346,000  $180,948 $180,948   $346,000
              11    $128,275   $55,942  $55,942  $346,000  $107,388  $107,388 $346,000  $198,879 $198,879   $346,000
              12    $134,689   $54,800  $54,800  $346,000  $111,612  $111,612 $346,000  $218,587 $218,587   $346,000
              13    $141,424   $53,680  $53,680  $346,000  $116,002  $116,002 $346,000  $240,248 $240,248   $346,000
              14    $148,495   $52,584  $52,584  $346,000  $120,565  $120,565 $346,000  $264,055 $264,055   $348,553
              15    $155,920   $51,510  $51,510  $346,000  $125,307  $125,307 $346,000  $290,221 $290,221   $380,190
              16    $163,716   $50,458  $50,458  $346,000  $130,236  $130,236 $346,000  $318,981 $318,981   $414,675
              17    $171,901   $49,427  $49,427  $346,000  $135,359  $135,359 $346,000  $350,590 $350,590   $448,755
              18    $180,496   $48,417  $48,417  $346,000  $140,683  $140,683 $346,000  $385,331 $385,331   $485,517
              19    $189,521   $47,428  $47,428  $346,000  $146,216  $146,216 $346,000  $423,515 $423,515   $525,159
              20    $198,997   $46,459  $46,459  $346,000  $151,968  $151,968 $346,000  $465,483 $465,483   $567,890

            Age 60   $95,721   $61,823  $65,573  $346,000   $84,483  $88,233  $346,000  $113,067 $116,817   $346,000
            Age 65  $122,167   $57,109  $57,109  $346,000  $103,324  $103,324 $346,000  $180,948 $180,948   $346,000
            Age 70  $155,920   $51,510  $51,510  $346,000  $125,307  $125,307 $346,000  $290,221 $290,221   $380,190
            Age 75  $198,997   $46,459  $46,459  $346,000  $151,968  $151,968 $346,000  $465,483 $465,483   $567,890
           -----------------------------------------------------------------------------------------------------------
           -----------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $75,000 is made at the  beginning  of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT


                                                  Male, Non-Tobacco User, Age 55
                                                Female, Non-Tobacco User, Age 55
                                                     Standard Underwriting Class
                                                Simplified Underwriting Criteria
                                                          Face Amount:  $346,000



               BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
             MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           -----------------------------------------------------------------------------------------------------------
           -----------------------------------------------------------------------------------------------------------
                    Payments   Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                    Made Plus Gross Investment Return      Gross Investment Return      Gross Investment Return
                    Interest
           Contract At 5% Per Surrender Contract   Death   Surrender Contract   Death   SurrenderContract    Death
             Year     Year      Value    Value    Benefit    Value    Value    Benefit   Value     Value    Benefit

                                                                                
              1      $78,750   $66,337  $73,087  $346,000   $70,797  $77,547  $346,000  $75,256   $82,006   $346,000
              2      $82,688   $65,190  $71,190  $346,000   $74,147  $80,147  $346,000  $83,635   $89,635   $346,000
              3      $86,822   $64,050  $69,300  $346,000   $77,547  $82,797  $346,000  $92,690   $97,940   $346,000
              4      $91,163   $62,909  $67,409  $346,000   $80,991  $85,491  $346,000  $102,480 $106,980   $346,000
              5      $95,721   $61,754  $65,504  $346,000   $84,470  $88,220  $346,000  $113,067 $116,817   $346,000
              6     $100,507   $60,573  $63,573  $346,000   $87,976  $90,976  $346,000  $124,520 $127,520   $346,000
              7     $105,533   $59,348  $61,598  $346,000   $91,494  $93,744  $346,000  $136,914 $139,164   $346,000
              8     $110,809   $58,056  $59,556  $346,000   $95,007  $96,507  $346,000  $150,329 $151,829   $346,000
              9     $116,350   $56,668  $57,418  $346,000   $98,490  $99,240  $346,000  $164,852 $165,602   $346,000
              10    $122,167   $55,149  $55,149  $346,000  $101,915  $101,915 $346,000  $180,583 $180,583   $346,000
              11    $128,275   $53,035  $53,035  $346,000  $105,135  $105,135 $346,000  $198,077 $198,077   $346,000
              12    $134,689   $50,693  $50,693  $346,000  $108,277  $108,277 $346,000  $217,260 $217,260   $346,000
              13    $141,424   $48,078  $48,078  $346,000  $111,308  $111,308 $346,000  $238,330 $238,330   $346,000
              14    $148,495   $45,141  $45,141  $346,000  $114,189  $114,189 $346,000  $261,515 $261,515   $346,000
              15    $155,920   $41,812  $41,812  $346,000  $116,869  $116,869 $346,000  $286,984 $286,984   $375,949
              16    $163,716   $38,001  $38,001  $346,000  $119,280  $119,280 $346,000  $314,802 $314,802   $409,242
              17    $171,901   $33,585  $33,585  $346,000  $121,330  $121,330 $346,000  $345,183 $345,183   $441,834
              18    $180,496   $28,398  $28,398  $346,000  $122,897  $122,897 $346,000  $378,334 $378,334   $476,700
              19    $189,521   $22,235  $22,235  $346,000  $123,833  $123,833 $346,000  $414,476 $414,476   $513,951
              20    $198,997   $14,860  $14,860  $346,000  $123,964  $123,964 $346,000  $453,858 $453,858   $553,707
            Age 60   $95,721   $61,754  $65,504  $346,000   $84,470  $88,220  $346,000  $113,067 $116,817   $346,000
            Age 65  $122,167   $55,149  $55,149  $346,000  $101,915  $101,915 $346,000  $180,583 $180,583   $346,000
            Age 70  $155,920   $41,812  $41,812  $346,000  $116,869  $116,869 $346,000  $286,984 $286,984   $375,949
            Age 75  $198,997   $14,860  $14,860  $346,000  $123,964  $123,964 $346,000  $453,858 $453,858   $553,707
           -----------------------------------------------------------------------------------------------------------
           -----------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $75,000 is made at the  beginning  of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.


                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                                  Male, Non-Tobacco User, Age 55
                                                Female, Non-Tobacco User, Age 55
                                                     Standard Underwriting Class
                                                      Full Underwriting Criteria
                                                          Face Amount:  $692,000



             BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $157,500  $132,675  $146,175  $692,000  $141,593  $155,093 $692,000  $150,512  $164,012   $692,000
               2     $165,375  $130,380  $142,380  $692,000  $148,295  $160,295 $692,000  $167,270  $179,270   $692,000
               3     $173,644  $128,101  $138,601  $692,000  $155,094  $165,594 $692,000  $185,380  $195,880   $692,000
               4     $182,326  $125,822  $134,822  $692,000  $161,981  $170,981 $692,000  $204,959  $213,959   $692,000
               5     $191,442  $123,646  $131,146  $692,000  $168,966  $176,466 $692,000  $226,133  $233,633   $692,000
               6     $201,014  $121,571  $127,571  $692,000  $176,128  $182,128 $692,000  $249,040  $255,040   $692,000
               7     $211,065  $119,593  $124,093  $692,000  $183,470  $187,970 $692,000  $273,858  $278,358   $692,000
               8     $221,618  $117,710  $120,710  $692,000  $191,001  $194,001 $692,000  $300,807  $303,807   $692,000
               9     $232,699  $115,919  $117,419  $692,000  $198,724  $200,224 $692,000  $330,082  $331,582   $692,000
              10     $244,334  $114,218  $114,218  $692,000  $206,648  $206,648 $692,000  $361,896  $361,896   $692,000
              11     $256,551  $111,885  $111,885  $692,000  $214,776  $214,776 $692,000  $397,758  $397,758   $692,000
              12     $269,378  $109,599  $109,599  $692,000  $223,224  $223,224 $692,000  $437,174  $437,174   $692,000
              13     $282,847  $107,361  $107,361  $692,000  $232,004  $232,004 $692,000  $480,495  $480,495   $692,000
              14     $296,990  $105,168  $105,168  $692,000  $241,130  $241,130 $692,000  $528,110  $528,110   $697,105
              15     $311,839  $103,019  $103,019  $692,000  $250,614  $250,614 $692,000  $580,442  $580,442   $760,380
              16     $327,431  $100,915  $100,915  $692,000  $260,472  $260,472 $692,000  $637,961  $637,961   $829,349
              17     $343,803   $98,854   $98,854  $692,000  $270,717  $270,717 $692,000  $701,179  $701,179   $897,510
              18     $360,993   $96,835   $96,835  $692,000  $281,366  $281,366 $692,000  $770,662  $770,662   $971,035
              19     $379,043   $94,857   $94,857  $692,000  $292,433  $292,433 $692,000  $847,031  $847,031  $1,050,318
              20     $397,995   $92,919   $92,919  $692,000  $303,936  $303,936 $692,000  $930,967  $930,967  $1,135,779

            Age 60   $191,442  $123,646  $131,146  $692,000  $168,966  $176,466 $692,000  $226,133  $233,633   $692,000
            Age 65   $244,334  $114,218  $114,218  $692,000  $206,648  $206,648 $692,000  $361,896  $361,896   $692,000
            Age 70   $311,839  $103,019  $103,019  $692,000  $250,614  $250,614 $692,000  $580,442  $580,442   $760,380
            Age 75   $397,995   $92,919   $92,919  $692,000  $303,936  $303,936 $692,000  $930,967  $930,967  $1,135,779
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $150,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT


                                                  Male, Non-Tobacco User, Age 55
                                                Female, Non-Tobacco User, Age 55
                                                     Standard Underwriting Class
                                                      Full Underwriting Criteria
                                                          Face Amount:  $692,000

                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES



           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $157,500  $132,675  $146,175  $692,000  $141,593  $155,093 $692,000  $150,512  $164,012   $692,000
               2     $165,375  $130,380  $142,380  $692,000  $148,295  $160,295 $692,000  $167,270  $179,270   $692,000
               3     $173,644  $128,101  $138,601  $692,000  $155,094  $165,594 $692,000  $185,380  $195,880   $692,000
               4     $182,326  $125,817  $134,817  $692,000  $161,981  $170,981 $692,000  $204,959  $213,959   $692,000
               5     $191,442  $123,508  $131,008  $692,000  $168,940  $176,440 $692,000  $226,133  $233,633   $692,000
               6     $201,014  $121,146  $127,146  $692,000  $175,951  $181,951 $692,000  $249,040  $255,040   $692,000
               7     $211,065  $118,696  $123,196  $692,000  $182,988  $187,488 $692,000  $273,828  $278,328   $692,000
               8     $221,618  $116,112  $119,112  $692,000  $190,014  $193,014 $692,000  $300,657  $303,657   $692,000
               9     $232,699  $113,336  $114,836  $692,000  $196,979  $198,479 $692,000  $329,703  $331,203   $692,000
              10     $244,334  $110,299  $110,299  $692,000  $203,830  $203,830 $692,000  $361,166  $361,166   $692,000
              11     $256,551  $106,070  $106,070  $692,000  $210,270  $210,270 $692,000  $396,153  $396,153   $692,000
              12     $269,378  $101,385  $101,385  $692,000  $216,554  $216,554 $692,000  $434,521  $434,521   $692,000
              13     $282,847   $96,156   $96,156  $692,000  $222,616  $222,616 $692,000  $476,660  $476,660   $692,000
              14     $296,990   $90,281   $90,281  $692,000  $228,378  $228,378 $692,000  $523,030  $523,030   $692,000
              15     $311,839   $83,624   $83,624  $692,000  $233,739  $233,739 $692,000  $573,968  $573,968   $751,899
              16     $327,431   $76,003   $76,003  $692,000  $238,561  $238,561 $692,000  $629,604  $629,604   $818,485
              17     $343,803   $67,170   $67,170  $692,000  $242,660  $242,660 $692,000  $690,365  $690,365   $883,668
              18     $360,993   $56,796   $56,796  $692,000  $245,795  $245,795 $692,000  $756,667  $756,667   $953,401
              19     $379,043   $44,471   $44,471  $692,000  $247,665  $247,665 $692,000  $828,953  $828,953  $1,027,902
              20     $397,995   $29,720   $29,720  $692,000  $247,928  $247,928 $692,000  $907,716  $907,716  $1,107,414
            Age 60   $191,442  $123,508  $131,008  $692,000  $168,940  $176,440 $692,000  $226,133  $233,633   $692,000
            Age 65   $244,334  $110,299  $110,299  $692,000  $203,830  $203,830 $692,000  $361,166  $361,166   $692,000
            Age 70   $311,839   $83,624   $83,624  $692,000  $233,739  $233,739 $692,000  $573,968  $573,968   $751,899
            Age 75   $397,995   $29,720   $29,720  $692,000  $247,928  $247,928 $692,000  $907,716  $907,716  $1,107,414
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $150,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                                  Male, Non-Tobacco User, Age 65
                                                     Standard Underwriting Class
                                                Simplified Underwriting Criteria
                                                          Face Amount:  $203,000



             BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $105,000   $87,982   $96,982  $203,000   $93,899  $102,899 $203,000   $99,815  $108,815   $203,000
               2     $110,250   $86,056   $94,056  $203,000   $97,882  $105,882 $203,000  $110,408  $118,408   $203,000
               3     $115,763   $84,217   $91,217  $203,000  $101,951  $108,951 $203,000  $121,846  $128,846   $203,000
               4     $121,551   $82,465   $88,465  $203,000  $106,109  $112,109 $203,000  $134,204  $140,204   $203,000
               5     $127,628   $80,795   $85,795  $203,000  $110,359  $115,359 $203,000  $147,564  $152,564   $203,000
               6     $134,010   $79,206   $83,206  $203,000  $114,703  $118,703 $203,000  $162,013  $166,013   $215,817
               7     $140,710   $77,695   $80,695  $203,000  $119,144  $122,144 $203,000  $177,648  $180,648   $231,229
               8     $147,746   $76,260   $78,260  $203,000  $123,685  $125,685 $203,000  $194,572  $196,572   $247,681
               9     $155,133   $74,898   $75,898  $203,000  $128,328  $129,328 $203,000  $212,901  $213,901   $265,237
              10     $162,889   $73,608   $73,608  $203,000  $133,077  $133,077 $203,000  $232,757  $232,757   $283,964
              11     $171,034   $71,960   $71,960  $203,000  $138,035  $138,035 $203,000  $255,311  $255,311   $306,373
              12     $179,586   $70,349   $70,349  $203,000  $143,178  $143,178 $203,000  $280,050  $280,050   $336,060
              13     $188,565   $68,775   $68,775  $203,000  $148,513  $148,513 $203,000  $307,186  $307,186   $368,623
              14     $197,993   $67,235   $67,235  $203,000  $154,046  $154,046 $203,000  $336,952  $336,952   $404,342
              15     $207,893   $65,730   $65,730  $203,000  $159,785  $159,785 $203,000  $369,602  $369,602   $443,522
              16     $218,287   $64,259   $64,259  $203,000  $165,738  $165,738 $203,000  $405,416  $405,416   $486,499
              17     $229,202   $62,820   $62,820  $203,000  $171,913  $171,913 $206,296  $444,700  $444,700   $533,639
              18     $240,662   $61,414   $61,414  $203,000  $178,318  $178,318 $213,982  $487,790  $487,790   $585,348
              19     $252,695   $60,040   $60,040  $203,000  $184,962  $184,962 $221,954  $535,056  $535,056   $642,067
              20     $265,330   $58,696   $58,696  $203,000  $191,853  $191,853 $230,223  $586,902  $586,902   $704,282

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $127,628   $80,795   $85,795  $203,000  $110,359  $115,359 $203,000  $147,564  $152,564   $203,000
            Age 75   $162,889   $73,608   $73,608  $203,000  $133,077  $133,077 $203,000  $232,757  $232,757   $283,964
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $100,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT


                                                  Male, Non-Tobacco User, Age 65
                                                      Standard Undwrtiting Class
                                                Simplified Underwriting Criteria
                                                          Face Amount:  $203,000



                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $105,000   $86,136   $95,136  $203,000   $92,068  $101,068 $203,000   $98,003  $107,003   $203,000
               2     $110,250   $82,024   $90,024  $203,000   $93,947  $101,947 $203,000  $106,600  $114,600   $203,000
               3     $115,763   $77,611   $84,611  $203,000   $95,604  $102,604 $203,000  $115,877  $122,877   $203,000
               4     $121,551   $72,841   $78,841  $203,000   $97,005  $103,005 $203,000  $125,948  $131,948   $203,000
               5     $127,628   $67,646   $72,646  $203,000   $98,109  $103,109 $203,000  $136,952  $141,952   $203,000
               6     $134,010   $61,921   $65,921  $203,000   $98,848  $102,848 $203,000  $149,047  $153,047   $203,000
               7     $140,710   $55,527   $58,527  $203,000   $99,129  $102,129 $203,000  $162,359  $165,359   $211,660
               8     $147,746   $48,320   $50,320  $203,000   $98,862  $100,862 $203,000  $176,689  $178,689   $225,148
               9     $155,133   $40,071   $41,071  $203,000   $97,897  $98,897  $203,000  $192,015  $193,015   $239,339
              10     $162,889   $30,571   $30,571  $203,000   $96,097  $96,097  $203,000  $208,430  $208,430   $254,284
              11     $171,034   $18,719   $18,719  $203,000   $92,894  $92,894  $203,000  $226,397  $226,397   $271,676
              12     $179,586   $5,004    $5,004   $203,000   $88,536  $88,536  $203,000  $245,576  $245,576   $294,691
              13     $188,565     $0        $0        $0*     $82,765  $82,765  $203,000  $265,990  $265,990   $319,188
              14     $197,993     $0        $0        $0*     $75,269  $75,269  $203,000  $287,658  $287,658   $345,190
              15     $207,893     $0        $0        $0*     $65,613  $65,613  $203,000  $310,576  $310,576   $372,692
              16     $218,287     $0        $0        $0*     $53,152  $53,152  $203,000  $334,692  $334,692   $401,630
              17     $229,202     $0        $0        $0*     $37,027  $37,027  $203,000  $359,926  $359,926   $431,912
              18     $240,662     $0        $0        $0*     $15,950  $15,950  $203,000  $386,124  $386,124   $463,349
              19     $252,695     $0        $0        $0*       $0        $0       $0*    $413,115  $413,115   $495,738
              20     $265,330     $0        $0        $0*       $0        $0       $0*    $440,675  $440,675   $528,810
            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $127,628   $67,646   $72,646  $203,000   $98,109  $103,109 $203,000  $136,952  $141,952   $203,000
            Age 75   $162,889   $30,571   $30,571  $203,000   $96,097  $96,097  $203,000  $208,430  $208,430   $254,284
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $100,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.

* If the Guaranteed Death Benefit Rider is in effect on the Contract,  the death
benefit will be $203,000 based on the assumptions for this illustration.

THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                                  Male, Non-Tobacco User, Age 65
                                                     Standard Underwriting Class
                                                      Full Underwriting Criteria
                                                          Face Amount:  $406,000



             BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $210,000  $175,965  $193,965  $406,000  $187,798  $205,798 $406,000  $199,631  $217,631   $406,000
               2     $220,500  $172,111  $188,111  $406,000  $195,763  $211,763 $406,000  $220,816  $236,816   $406,000
               3     $231,525  $168,434  $182,434  $406,000  $203,902  $217,902 $406,000  $243,692  $257,692   $406,000
               4     $243,101  $164,929  $176,929  $406,000  $212,219  $224,219 $406,000  $268,409  $280,409   $406,000
               5     $255,256  $161,590  $171,590  $406,000  $220,718  $230,718 $406,000  $295,128  $305,128   $406,000
               6     $268,019  $158,412  $166,412  $406,000  $229,406  $237,406 $406,000  $324,026  $332,026   $431,633
               7     $281,420  $155,390  $161,390  $406,000  $238,288  $244,288 $406,000  $355,295  $361,295   $462,458
               8     $295,491  $152,520  $156,520  $406,000  $247,370  $251,370 $406,000  $389,145  $393,145   $495,362
               9     $310,266  $149,796  $151,796  $406,000  $256,657  $258,657 $406,000  $425,802  $427,802   $530,474
              10     $325,779  $147,215  $147,215  $406,000  $266,155  $266,155 $406,000  $465,514  $465,514   $567,927
              11     $342,068  $143,920  $143,920  $406,000  $276,071  $276,071 $406,000  $510,622  $510,622   $612,746
              12     $359,171  $140,699  $140,699  $406,000  $286,356  $286,356 $406,000  $560,100  $560,100   $672,120
              13     $377,130  $137,549  $137,549  $406,000  $297,025  $297,025 $406,000  $614,372  $614,372   $737,247
              14     $395,986  $134,470  $134,470  $406,000  $308,091  $308,091 $406,000  $673,904  $673,904   $808,685
              15     $415,786  $131,460  $131,460  $406,000  $319,570  $319,570 $406,000  $739,204  $739,204   $887,045
              16     $436,575  $128,518  $128,518  $406,000  $331,476  $331,476 $406,000  $810,831  $810,831   $972,997
              17     $458,404  $125,641  $125,641  $406,000  $343,826  $343,826 $412,591  $889,399  $889,399  $1,067,279
              18     $481,324  $122,829  $122,829  $406,000  $356,636  $356,636 $427,963  $975,580  $975,580  $1,170,696
              19     $505,390  $120,079  $120,079  $406,000  $369,923  $369,923 $443,908  $1,070,112$1,070,112$1,284,134
              20     $530,660  $117,391  $117,391  $406,000  $383,705  $383,705 $460,446  $1,173,804$1,173,804$1,408,564

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $161,590  $171,590  $406,000  $220,718  $230,718 $406,000  $295,128  $305,128   $406,000
            Age 75   $325,779  $147,215  $147,215  $406,000  $266,155  $266,155 $406,000  $465,514  $465,514   $567,927
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $200,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT


                                                  Male, Non-Tobacco User, Age 65
                                                     Standard Underwriting Class
                                                      Full Underwriting Criteria
                                                          Face Amount:  $406,000



                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $210,000  $172,272  $190,272  $406,000  $184,137  $202,137 $406,000  $196,007  $214,007   $406,000
               2     $220,500  $164,048  $180,048  $406,000  $187,894  $203,894 $406,000  $213,199  $229,199   $406,000
               3     $231,525  $155,223  $169,223  $406,000  $191,209  $205,209 $406,000  $231,755  $245,755   $406,000
               4     $243,101  $145,681  $157,681  $406,000  $194,010  $206,010 $406,000  $251,897  $263,897   $406,000
               5     $255,256  $135,292  $145,292  $406,000  $196,218  $206,218 $406,000  $273,904  $283,904   $406,000
               6     $268,019  $123,843  $131,843  $406,000  $197,695  $205,695 $406,000  $298,095  $306,095   $406,000
               7     $281,420  $111,055  $117,055  $406,000  $198,259  $204,259 $406,000  $324,718  $330,718   $423,319
               8     $295,491   $96,639  $100,639  $406,000  $197,723  $201,723 $406,000  $353,378  $357,378   $450,297
               9     $310,266   $80,142   $82,142  $406,000  $195,793  $197,793 $406,000  $384,031  $386,031   $478,678
              10     $325,779   $61,141   $61,141  $406,000  $192,195  $192,195 $406,000  $416,859  $416,859   $508,568
              11     $342,068   $37,437   $37,437  $406,000  $185,789  $185,789 $406,000  $452,793  $452,793   $543,352
              12     $359,171   $10,008   $10,008  $406,000  $177,071  $177,071 $406,000  $491,152  $491,152   $589,383
              13     $377,130     $0        $0        $0*    $165,529  $165,529 $406,000  $531,980  $531,980   $638,376
              14     $395,986     $0        $0        $0*    $150,538  $150,538 $406,000  $575,317  $575,317   $690,380
              15     $415,786     $0        $0        $0*    $131,225  $131,225 $406,000  $621,152  $621,152   $745,383
              16     $436,575     $0        $0        $0*    $106,305  $106,305 $406,000  $669,384  $669,384   $803,260
              17     $458,404     $0        $0        $0*     $74,053  $74,053  $406,000  $719,852  $719,852   $863,823
              18     $481,324     $0        $0        $0*     $31,900  $31,900  $406,000  $772,248  $772,248   $926,698
              19     $505,390     $0        $0        $0*       $0        $0       $0*    $826,229  $826,229   $991,475
              20     $530,660     $0        $0        $0*       $0        $0       $0*    $881,350  $881,350  $1,057,620
            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $135,292  $145,292  $406,000  $196,218  $206,218 $406,000  $273,904  $283,904   $406,000
            Age 75   $325,779   $61,141   $61,141  $406,000  $192,195  $192,195 $406,000  $416,859  $416,859   $508,568
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $200,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.

* If the Guaranteed Death Benefit Rider is in effect on the Contract,  the death
benefit will be $406,000 based on the assumptions for this illustration.

THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                                  Male, Non-Tobacco User, Age 65
                                                Female, Non-Tobacco User, Age 65
                                                     Standard Underwriting Class
                                                Simplified Underwriting Criteria
                                                          Face Amount:  $288,000



             BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $105,000   $88,409   $97,409  $288,000   $94,354  $103,354 $288,000  $100,300  $109,300   $288,000
               2     $110,250   $86,754   $94,754  $288,000   $98,686  $106,686 $288,000  $111,337  $119,337   $288,000
               3     $115,763   $85,170   $92,170  $288,000  $103,108  $110,108 $288,000  $123,247  $130,247   $288,000
               4     $121,551   $83,658   $89,658  $288,000  $107,641  $113,641 $288,000  $136,155  $142,155   $288,000
               5     $127,628   $82,213   $87,213  $288,000  $112,286  $117,286 $288,000  $150,151  $155,151   $288,000
               6     $134,010   $80,836   $84,836  $288,000  $117,049  $121,049 $288,000  $165,336  $169,336   $288,000
               7     $140,710   $79,523   $82,523  $288,000  $121,932  $124,932 $288,000  $181,817  $184,817   $288,000
               8     $147,746   $78,273   $80,273  $288,000  $126,940  $128,940 $288,000  $199,714  $201,714   $288,000
               9     $155,133   $77,084   $78,084  $288,000  $132,077  $133,077 $288,000  $219,156  $220,156   $288,000
              10     $162,889   $75,956   $75,956  $288,000  $137,346  $137,346 $288,000  $240,283  $240,283   $293,145
              11     $171,034   $74,404   $74,404  $288,000  $142,748  $142,748 $288,000  $264,094  $264,094   $316,913
              12     $179,586   $72,884   $72,884  $288,000  $148,363  $148,363 $288,000  $290,264  $290,264   $348,317
              13     $188,565   $71,396   $71,396  $288,000  $154,199  $154,199 $288,000  $319,027  $319,027   $382,833
              14     $197,993   $69,937   $69,937  $288,000  $160,264  $160,264 $288,000  $350,641  $350,641   $420,770
              15     $207,893   $68,509   $68,509  $288,000  $166,568  $166,568 $288,000  $385,388  $385,388   $462,465
              16     $218,287   $67,109   $67,109  $288,000  $173,120  $173,120 $288,000  $423,578  $423,578   $508,293
              17     $229,202   $65,738   $65,738  $288,000  $179,929  $179,929 $288,000  $465,552  $465,552   $558,662
              18     $240,662   $64,396   $64,396  $288,000  $187,006  $187,006 $288,000  $511,685  $511,685   $614,022
              19     $252,695   $63,080   $63,080  $288,000  $194,362  $194,362 $288,000  $562,390  $562,390   $674,869
              20     $265,330   $61,792   $61,792  $288,000  $202,007  $202,007 $288,000  $618,120  $618,120   $741,744

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $127,628   $82,213   $87,213  $288,000  $112,286  $117,286 $288,000  $150,151  $155,151   $288,000
            Age 75   $162,889   $75,956   $75,956  $288,000  $137,346  $137,346 $288,000  $240,283  $240,283   $293,145
           ---------------------------------------------------------------------------------------------------------------


(1) Assumes a single  payment of $100,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT


                                                  Male, Non-Tobacco User, Age 65
                                                Female, Non-Tobacco User, Age 65
                                                     Standard Underwriting Class
                                                Simplified Underwriting Criteria
                                                          Face Amount:  $288,000



                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $105,000   $88,409   $97,409  $288,000   $94,354  $103,354 $288,000  $100,300  $109,300   $288,000
               2     $110,250   $86,743   $94,743  $288,000   $98,686  $106,686 $288,000  $111,337  $119,337   $288,000
               3     $115,763   $84,965   $91,965  $288,000  $102,967  $109,967 $288,000  $123,168  $130,168   $288,000
               4     $121,551   $83,037   $89,037  $288,000  $107,167  $113,167 $288,000  $135,859  $141,859   $288,000
               5     $127,628   $80,911   $85,911  $288,000  $111,253  $116,253 $288,000  $149,487  $154,487   $288,000
               6     $134,010   $78,527   $82,527  $288,000  $115,177  $119,177 $288,000  $164,142  $168,142   $288,000
               7     $140,710   $75,804   $78,804  $288,000  $118,882  $121,882 $288,000  $179,929  $182,929   $288,000
               8     $147,746   $72,634   $74,634  $288,000  $122,287  $124,287 $288,000  $196,977  $198,977   $288,000
               9     $155,133   $68,879   $69,879  $288,000  $125,296  $126,296 $288,000  $215,451  $216,451   $288,000
              10     $162,889   $64,379   $64,379  $288,000  $127,796  $127,796 $288,000  $235,574  $235,574   $288,000
              11     $171,034   $58,314   $58,314  $288,000  $129,455  $129,455 $288,000  $258,048  $258,048   $309,657
              12     $179,586   $51,066   $51,066  $288,000  $130,396  $130,396 $288,000  $282,401  $282,401   $338,881
              13     $188,565   $42,386   $42,386  $288,000  $130,468  $130,468 $288,000  $308,698  $308,698   $370,438
              14     $197,993   $31,966   $31,966  $288,000  $129,483  $129,483 $288,000  $337,007  $337,007   $404,408
              15     $207,893   $19,401   $19,401  $288,000  $127,193  $127,193 $288,000  $367,369  $367,369   $440,843
              16     $218,287   $4,134    $4,134   $288,000  $123,256  $123,256 $288,000  $399,786  $399,786   $479,744
              17     $229,202     $0        $0        $0*    $117,200  $117,200 $288,000  $434,206  $434,206   $521,047
              18     $240,662     $0        $0        $0*    $108,369  $108,369 $288,000  $470,506  $470,506   $564,607
              19     $252,695     $0        $0        $0*     $95,874  $95,874  $288,000  $508,496  $508,496   $610,195
              20     $265,330     $0        $0        $0*     $78,512  $78,512  $288,000  $547,922  $547,922   $657,506
            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $127,628   $80,911   $85,911  $288,000  $111,253  $116,253 $288,000  $149,487  $154,487   $288,000
            Age 75   $162,889   $64,379   $64,379  $288,000  $127,796  $127,796 $288,000  $235,574  $235,574   $288,000
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $100,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.

* If the Guaranteed Death Benefit Rider is in effect on the Contract,  the death
benefit will be $288,000 based on the assumptions for this illustration.

THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.

                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                                  Male, Non-Tobacco User, Age 65
                                                Female, Non-Tobacco User, Age 65
                                                     Standard Underwriting Class
                                                      Full Underwriting Criteria
                                                          Face Amount:  $576,000



             BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $210,000  $176,818  $194,818  $576,000  $188,709  $206,709 $576,000  $200,599  $218,599   $576,000
               2     $220,500  $173,507  $189,507  $576,000  $197,371  $213,371 $576,000  $222,674  $238,674   $576,000
               3     $231,525  $170,341  $184,341  $576,000  $206,216  $220,216 $576,000  $246,494  $260,494   $576,000
               4     $243,101  $167,315  $179,315  $576,000  $215,281  $227,281 $576,000  $272,310  $284,310   $576,000
               5     $255,256  $164,426  $174,426  $576,000  $224,573  $234,573 $576,000  $300,302  $310,302   $576,000
               6     $268,019  $161,671  $169,671  $576,000  $234,098  $242,098 $576,000  $330,672  $338,672   $576,000
               7     $281,420  $159,045  $165,045  $576,000  $243,864  $249,864 $576,000  $363,634  $369,634   $576,000
               8     $295,491  $156,546  $160,546  $576,000  $253,880  $257,880 $576,000  $399,428  $403,428   $576,000
               9     $310,266  $154,169  $156,169  $576,000  $264,153  $266,153 $576,000  $438,311  $440,311   $576,000
              10     $325,779  $151,911  $151,911  $576,000  $274,692  $274,692 $576,000  $480,566  $480,566   $586,290
              11     $342,068  $148,808  $148,808  $576,000  $285,496  $285,496 $576,000  $528,187  $528,187   $633,825
              12     $359,171  $145,769  $145,769  $576,000  $296,726  $296,726 $576,000  $580,528  $580,528   $696,633
              13     $377,130  $142,791  $142,791  $576,000  $308,397  $308,397 $576,000  $638,055  $638,055   $765,666
              14     $395,986  $139,874  $139,874  $576,000  $320,528  $320,528 $576,000  $701,282  $701,282   $841,539
              15     $415,786  $137,017  $137,017  $576,000  $333,136  $333,136 $576,000  $770,775  $770,775   $924,931
              16     $436,575  $134,218  $134,218  $576,000  $346,239  $346,239 $576,000  $847,155  $847,155  $1,016,586
              17     $458,404  $131,477  $131,477  $576,000  $359,858  $359,858 $576,000  $931,103  $931,103  $1,117,324
              18     $481,324  $128,791  $128,791  $576,000  $374,013  $374,013 $576,000  $1,023,370$1,023,370$1,228,044
              19     $505,390  $126,160  $126,160  $576,000  $388,724  $388,724 $576,000  $1,124,781$1,124,781$1,349,737
              20     $530,660  $123,583  $123,583  $576,000  $404,014  $404,014 $576,000  $1,236,240$1,236,240$1,483,488

            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $164,426  $174,426  $576,000  $224,573  $234,573 $576,000  $300,302  $310,302   $576,000
            Age 75   $325,779  $151,911  $151,911  $576,000  $274,692  $274,692 $576,000  $480,566  $480,566   $586,290
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $200,000 is made at the  beginning of the first
Contract  Year.  Values will be  different if payments are made with a different
frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.


THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.






                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT VUL-2
            MODIFIED SINGLE PAYMENT VARIABLE LIFE INSURANCE CONTRACT

                                                  Male, Non-Tobacco User, Age 65
                                                Female, Non-Tobacco User, Age 65
                                                       Standard Undwriting Class
                                                      Full Underwriting Criteria
                                                          Face Amount:  $576,000



                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES,
              MONTHLY DEDUCTIONS, AND PORTFOLIO EXPENSES

           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                     Payments    Hypothetical 0%              Hypothetical 6%              Hypothetical 12%
                     Made Plus Gross Investment Return       Gross Investment Return      Gross Investment Return
                     Interest
           Contract  At 5% Per Surrender Contract    Death   Surrender Contract   Death   Surrender Contract     Death
             Year      Year      Value     Value    Benefit    Value    Value    Benefit    Value     Value     Benefit

                                                                                   
               1     $210,000  $176,818  $194,818  $576,000  $188,709  $206,709 $576,000  $200,599  $218,599   $576,000
               2     $220,500  $173,485  $189,485  $576,000  $197,371  $213,371 $576,000  $222,674  $238,674   $576,000
               3     $231,525  $169,929  $183,929  $576,000  $205,933  $219,933 $576,000  $246,335  $260,335   $576,000
               4     $243,101  $166,074  $178,074  $576,000  $214,335  $226,335 $576,000  $271,717  $283,717   $576,000
               5     $255,256  $161,822  $171,822  $576,000  $222,505  $232,505 $576,000  $298,973  $308,973   $576,000
               6     $268,019  $157,055  $165,055  $576,000  $230,355  $238,355 $576,000  $328,284  $336,284   $576,000
               7     $281,420  $151,608  $157,608  $576,000  $237,763  $243,763 $576,000  $359,859  $365,859   $576,000
               8     $295,491  $145,267  $149,267  $576,000  $244,574  $248,574 $576,000  $393,954  $397,954   $576,000
               9     $310,266  $137,758  $139,758  $576,000  $250,592  $252,592 $576,000  $430,902  $432,902   $576,000
              10     $325,779  $128,757  $128,757  $576,000  $255,591  $255,591 $576,000  $471,148  $471,148   $576,000
              11     $342,068  $116,629  $116,629  $576,000  $258,910  $258,910 $576,000  $516,095  $516,095   $619,314
              12     $359,171  $102,133  $102,133  $576,000  $260,793  $260,793 $576,000  $564,801  $564,801   $677,761
              13     $377,130   $84,771   $84,771  $576,000  $260,936  $260,936 $576,000  $617,396  $617,396   $740,875
              14     $395,986   $63,931   $63,931  $576,000  $258,965  $258,965 $576,000  $674,013  $674,013   $808,816
              15     $415,786   $38,802   $38,802  $576,000  $254,385  $254,385 $576,000  $734,738  $734,738   $881,685
              16     $436,575   $8,268    $8,268   $576,000  $246,512  $246,512 $576,000  $799,572  $799,572   $959,487
              17     $458,404     $0        $0        $0*    $234,401  $234,401 $576,000  $868,411  $868,411  $1,042,094
              18     $481,324     $0        $0        $0*    $216,738  $216,738 $576,000  $941,011  $941,011  $1,129,213
              19     $505,390     $0        $0        $0*    $191,748  $191,748 $576,000  $1,016,990$1,016,990$1,220,388
              20     $530,660     $0        $0        $0*    $157,025  $157,025 $576,000  $1,095,843$1,095,843$1,315,012
            Age 60      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 65      N/A       N/A       N/A       N/A       N/A      N/A       N/A       N/A       N/A        N/A
            Age 70   $255,256  $161,822  $171,822  $576,000  $222,505  $232,505 $576,000  $298,973  $308,973   $576,000
            Age 75   $325,779  $128,757  $128,757  $576,000  $255,591  $255,591 $576,000  $471,148  $471,148   $576,000
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------



(1) Assumes a single  payment of $200,000 is made at the  beginning of the first
Contract Year. Values will be different if payments are made
                     with a different frequency or in different amounts.

(2) Assumes that no Contract loan has been made.  Excessive loans or withdrawals
may cause this Contract to lapse because of insufficient Contract Value.

* If the Guaranteed Death Benefit Rider is in effect on the Contract,  the death
benefit will be $576,000 based on the assumptions for this illustration.

THE HYPOTHETICAL  INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. THEY ARE NOT
A  REPRESENTATION  OF PAST OR  FUTURE  INVESTMENT  RATES OF  RETURN.  INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS WILL DEPEND ON
INVESTMENT  ALLOCATIONS  AND THE  DIFFERENT  INVESTMENT  RATES OF RETURN FOR THE
PORTFOLIOS.  THESE  HYPOTHETICAL  INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant, Transamerica Occidental Life Separate Account VUL-2, 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 Los  Angeles,  and the  State of  California,  on this 1st day of
February, 1999.

               Transamerica Occidental Life Separate Account VUL-2
                                  (Registrant)

(SEAL)






Attest:___________________________       By:___________________________________
         (Title)                             (Name)  David M. Goldstein
                                             (Title)  Vice President
                                             Transamerica Occidental Life 
                                             Insurance Company

Pursuant  to the  requirements  of the  Securities  Act  of  1933,  Transamerica
Occidental 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 Los Angeles and the
State of California, on the 1st day of February, 1999.

                 Transamerica Occidental Life Insurance Company
(SEAL)



Attest:___________________________       By:___________________________________
         (Title)                                     (Name)   David M. Goldstein
                                                     (Title)  Vice President

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.



Signatures                                  Titles                                      Date

                                                                            
______________________*             Director, Chairman,                         February 1, 1999
Thomas J. Cusack                    President and Chief Executive Officer

_____________________*              Director                                    February 1, 1999
James W. Dederer

_____________________*              Director                                    February 1, 1999
George A. Foegele

______________________*             Director                                    February 1, 1999
David E. Gooding





______________________*             Director                                    February 1, 1999
Edgar H. Grubb

______________________*             Director                                    February 1, 1999
Frank C. Herringer

______________________*             Director                                    February 1, 1999
Richard N. Latzer

______________________*             Director                                    February 1, 1999
Karen MacDonald

______________________*             Director                                    February 1, 1999
Gary U. Rolle'

_____________________*              Director                                    February 1, 1999
Paul E. Rutledge III

______________________*             Director                                    February 1, 1999
T. Desmond Sugrue

______________________*             Director                                    February 1, 1999
Nooruddin S. Veerjee

______________________*             Director                                    February 1, 1999
Robert A. Watson



/s/David M. Goldstein     On February 1, 1999 as Attorney-in-Fact pursuant to
*By: David M. Goldstein  powers of attorney previously filed and filed herewith,
                         and in his own capacity as Vice President.





                     CONTENTS OF THE REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-reference  to items required by Form N-8B-2.  The  prospectus  consists of
____ pages.
The undertaking to file reports.
The  undertaking  pursuant  to  Rule  484  under  the  Securities  Act of  1933.
Representations Pursuant to Section 26(e) of the Investment Company Act of 1940

The signatures.

Written consents of the following persons:

     1.    Ernst & Young LLP
     2.     Actuarial Opinion

The following exhibits:

     1.    Exhibit 1
     (Exhibits required by paragraph A of the instructions to Form N-8B-2)

           (1)    Certified copy of Resolutions of the Board of Directors of the
                  Company of  December  6, 1996  establishing  the  Transamerica
                  Occidental Life Separate Account
   
                  VUL-2. 1/ 3/
    

           (2)    Not Applicable.

     (3) (a) Form of  Distribution  Agreement  between  Transamerica  Securities
Sales Corporation and Transamerica Occidental Life Insurance
   
                         Company. 1/ 3/


(b) Form of Sales Agreement between  Transamerica  Life Companies,  Transamerica
Securities Sales Corporation and Broker-Dealers 1/ 3/
    


           (4)    Not Applicable.

   
           (5) Forms of Policy and Policy riders. 1/ 2/ 3/

           (6)    Organizational documents of the Company, as amended. 1/ 3/
    

           (7)    Not Applicable.

           (8) Form of Participation Agreement between:  Transamerica Occidental
Life Insurance Company and:

   
                  (a) re The Alger American Fund 1/ 3/
                   (b) re Alliance Variable Products Series Fund, Inc. 1/ 3/
                   (c) re Dreyfus Variable  Investment Fund 1/ 3/ 
                   (d) re Janus Aspen Series 1/ 3/ 
                    (e) re MFS Variable Insurance Trust 1/ 3/ 
                    (f) re Morgan  Stanley  Universal  Funds,  Inc.  1/ 3/  
                    (g)  re  OCC Accumulation  Trust  1/  3/  
                    (h)  re  Transamerica   Variable Insurance Fund, Inc. 1/ 3/
    

(9)  Administrative  Agreements between  Transamerica  Occidental Life Insurance
Company and First Allmerica Financial Life Insurance
   
                  Company 1/ 3/

           (10)   Form of Application. 1/ 3

(11) Issuance, Transfer and Redemption Procedures Memorandum. 1/ 3/
    

           (12)   Financial Data Schedule.

     2. Form of Policy and Policy riders are included in Exhibit 1 above.

     3.    Opinion of Counsel. 1/

     4.    Not Applicable.

     5.    Not Applicable.

     6.    Actuarial Consent  1/

     7.    Consent of Independent Accountants 2/ 3/

     8.    Powers of Attorney 1/

     1/    Incorporated  herein  by  reference  to the  initial  filing  of this
           Registration Statement (File No. 333-63215) on September 10, 1998.

   
     2/  Incorporated  by reference  to  Pre-Effective  Amendment  No. 2 of this
         Registration Statement (File No. 333-63215) on January 15, 1999.

     3/ Filed herewith.
    






                                     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
Article V, Section I, of Transamerica's Bylaws provides:  Each person who was or
is a party  or is  threatened  to be made a party to or is  involved,  even as a
witness, in any threatened,  pending, or completed action,  suit, or proceeding,
whether  civil,  criminal,   administrative,   or  investigative   (hereafter  a
"Proceeding"),  by  reason  of the fact  that he,  or a person of whom he is the
legal representative,  is or was a director,  officer, employee, or agent of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director,  officer, employee or agent of another foreign or domestic corporation
partnership,  joint  venture,  trust,  or other  enterprise,  or was a director,
officer,  employee,  or agent of a foreign or  domestic  corporation  that was a
predecessor  corporation  of the  corporation  or of another  enterprise  at the
request of such  predecessor  corporation,  including  service  with  respect to
employee benefit plans, whether the basis of the Proceeding is alleged action in
an official capacity as a director,  officer, employee, or agent or in any other
capacity while serving as a director,  officer, employee, or agent (hereafter an
"Agent"),  shall be  indemnified  and held  harmless by the  corporation  to the
fullest extent authorized by statutory and decisional law, as the same exists or
may hereafter be  interpreted or amended (but, in the case of any such amendment
or  interpretation,  only to the extent that such  amendment  or  interpretation
permits the  corporation  to provide  broader  indemnification  rights than were
permitted prior thereto)  against all expenses,  liability,  and loss (including
attorneys' fees,  judgments,  fines,  ERISA excise taxes and penalties,  amounts
paid or to be paid in settlement,  any interest,  assessments,  or other charges
imposed thereon, and any federal,  state, local, or foreign taxes imposed on any
Agent as a result of the  actual or deemed  receipt of any  payments  under this
Article)  incurred or suffered by such person in connection with  investigating,
defending,  being a witness in, or  participating  in (including on appeal),  or
preparing for any of the foregoing,  in any Proceeding  (hereafter  "Expenses");
provided,  however, that except as to actions to enforce  indemnification rights
pursuant to Section 3 of this Article, the corporation shall indemnify any Agent
seeking  indemnification  in  connection  with a  Proceeding  (or part  thereof)
initiated by such person only if the Proceeding (or part thereof) was authorized
by the Board of  Directors  of the  corporation.  The  right to  indemnification
conferred in this Article shall be a contract  right.  (It is the  Corporation's
intent that these bylaws  provide  indemnification  in excess of that  expressly
permitted  by  Section  317  of  the  California  General  Corporation  Law,  as
authorized by the corporation's Articles of Incorporation.)

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 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.

The directors and officers of Transamerica Occidental Life Insurance Company are
covered under a Directors and Officers  liability  program which includes direct
coverage to directors  and officers  (Coverage  A) and  corporate  reimbursement
(Coverage B) to reimburse the Company for  indemnification  of its directors and
officers.  Such directors and officers are indemnified for loss arising from any
covered claim by reason of any Wrongful Act in their  capacities as directors or
officers.  In general,  the term "loss"  means any amount which the insureds are
legally  obligated to pay for a claim for Wrongful  Acts.  In general,  the term
"Wrongful  Acts"  means  any  breach  of  duty,  neglect,  error,  misstatement,
misleading statement or omission caused, committed or attempted by a director or
officer while acting  individually  or  collectively  in their capacity as such,
claimed against them solely by reason of their being directors and officers. The
limit  of  liability  under  the  program  is  $95,000,000  for  Coverage  A and
$80,000,000 for Coverage B for the period 11/15/98 to 11/15/2000.  Coverage B is
subject to a self insured retention of $15,000,000. The primary policy under the
program is with CNA Lloyds, Gulf, Chubb and Travelers.


Representations Pursuant to Section 26(e) of the Investment Company Act of 1940
Transamerica  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 Transamerica.