WRL FREEDOM ELITE(SM)

                     SUPPLEMENT DATED NOVEMBER 15, 1999 TO
                        PROSPECTUS DATED MAY 1, 1999 AS
                           SUPPLEMENTED JUNE 30, 1999

THE FOLLOWING INFORMATION IS ADDED AFTER THE EIGHTH FULL PARAGRAPH ON PAGE 50 OF
THE PROSPECTUS AT THE END OF THE SECTION ENTITLED "FEDERAL INCOME TAX
CONSIDERATIONS."

SPECIAL RULES FOR 403(b) ARRANGEMENTS

         If this Policy is purchased by public school systems and certain
tax-exempt organizations for their employees, then the federal, state and estate
tax consequences could differ from those stated in the prospectus. A competent
tax advisor should be consulted in connection with such purchase.

         Certain restrictions apply. The Policy must be purchased in connection
with a tax-sheltered annuity described in section 403(b) of the Code. Premiums,
distributions, and other transactions in connection with the Policy must be
administered in coordination with the Section 403(b) annuity.

         The amount of life insurance that may be purchased on behalf of a
participant in a 403(b) plan is limited. The current cost of insurance for the
net amount at risk is treated under the Code as a "current fringe benefit" and
must be included annually in the plan participant's gross income. This cost
(generally referred to as the "P.S. 58") is reported to the participant
annually.

         If the plan participant dies while covered by the 403(b) plan and the
Policy proceeds are paid to the participant's beneficiary, then the excess of
the death benefit over the case value will generally be taxable to the extent it
exceeds the participant's cost basis in the Policy.

         Policies owned under these types of plans may be subject to the
Employee Retirement Income Security Act of 1974 ("ERISA"), which may impose
additional requirements on Policy loans and other Policy provisions. Plan loans
must also satisfy tax requirements in order to be treated as non-taxable. Plan
loan requirements and provisions may differ from the Policy loan provisions
stated in the prospectus. You should consult a qualified advisor regarding
ERISA.



WRL00220-11/99