HOL03   122794
                SUPPLEMENT TO THE PROSPECTUS
                    DATED APRIL 30, 1999
         NORTHWESTERN MUTUAL VARIABLE EXECUTIVE LIFE




On page 8 of the prospectus dated April 30, 1999, the second
paragraph under the heading "Allocations to the Account" is
deleted and replaced by the following:

We invest premiums we place in the Account prior to the
initial allocation date in the Money Market Division of the
Account.  The initial allocation date is identified in the
Policy and is the later of the date we approved the
application and the date we received the initial premium at
our Home Office.  A different initial allocation date
applies in those states which require a refund of at least
the premium paid during the period when the Policy may be
returned.  In those states, the initial allocation date will
be one day after the end of the period during which the
policyowner has the right to return the Policy, based on the
applicable state laws.  See "Right to Return Policy", p.10.
On the initial allocation date we invest the amount in the
Money Market Division in the Account divisions as you have
directed in the application for the Policy.  You may change
the allocation for future net premiums at any time by
written request and the change will be effective for
premiums we place in the Account thereafter.  Allocation
must be in whole percentages.


On page 8 of the prospectus dated April 30, 1999, the second
paragraph under the heading "Deductions and Charges -
Deductions from Premiums" is deleted and replaced by the
following:

We deduct a charge for sales costs from each premium.  The
charge is 15% of premiums paid during the first Policy year
up to the Target Premium and 3% of all other premiums.  The
Target Premium is based on the modified endowment contract
seven-pay limit for the Specified Amount and the age and sex
of the insured.  See "Modified Endowment Contracts", p. 13.
To the extent that sales expenses exceed the amounts
deducted, we will pay the expenses from our other assets.
These assets may include, among other things, any gain
realized from the monthly charge against the Policy Value
for the mortality and expense risks we have assumed, as
described below.


   The date of this Prospectus Supplement is June 4, 1999.