Exhibit 1.A(8)(b)(xxxix)

                   SECOND AMENDMENT TO PARTICIPATION AGREEMENT

         THIS AGREEMENT is made by and among Security Life of Denver Insurance
Company, a life insurance company organized under the laws of the State of
Colorado ("Insurance Company"), INVESCO Variable Investment Funds, Inc., a
Maryland corporation (the "Company"), and INVESCO Funds Group, Inc., a Delaware
corporation ("INVESCO") (collectively, the "Parties).

         WHEREAS, the Parties executed a participation agreement dated August
26, 1994 (the "Participation Agreement"), governing how shares of the Company's
portfolios are to be made available to certain variable life insurance and/or
variable annuity contracts (the "Contracts") offered by the Insurance Company
through certain separate accounts (the "Separate Accounts");

         WHEREAS, the various Contracts for which shares are purchased are
listed in Schedule B of the Participation Agreement;

         WHEREAS, the Parties have agreed that it is in their interests to add
two additional Contracts funded by the Separate Accounts;

         NOW THEREFORE, in consideration of their mutual promises, the Insurance
Company, the Company and INVESCO agree as follows:

1. The Participation Agreement is hereby amended by substituting for the
original Schedule B an amended Schedule B in the form attached hereto which adds
the Strategic Advantage II Universal Life Policy and FirstLine II Variable
Universal Life Policy to the list of Contracts funded by the Separate Accounts.

Executed this 1st day of June, 1998.

ATTEST:                               INVESCO Variable Investment Funds, Inc.


                                      BY: /s/ Ronald L. Grooms



ATTEST:                               Security Life of Denver Insurance Company


                                      BY: /s/ Gary W. Waggoner



ATTEST:                               INVESCO Funds Group, Inc.


                                      BY: /s/ Ronald L. Grooms





                                   SCHEDULE B

                                    Contracts

                                                           
1.  The Exchequer Variable Annuity                            (Flexible Premium Deferred Combination Fixed
                                                              and Variable Annuity Contract)

2.  First Line                                                (Flexible Premium Variable Life Insurance Policy)

3.  Strategic Advantage Variable Universal Life               (Flexible Premium Variable Universal Life
                                                              Insurance Policy)

4.  First Line II Variable Universal Life                     (Flexible Premium Variable Universal Life
                                                              Insurance Policy)

5.  Strategic Advantage II Variable Universal Life            (Flexible Premium Variable Universal Life
                                                              Insurance Policy)