FirstLine/FirstLine II

** These funds did not become available under the policy until May 1, 2003, the date of this Statement of Additional Information. No performance for these funds is currently shown herein, but subsequent advertisements, sales literature, reports to policy owners or prospective purchasers and amendments to this Statement of Additional Information will contain performance information for the relevant period(s) of time.

As filed with the Securities and Exchange				Registration No. 33-74190
Commission on April 14, 2003

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933					[ X]
	Pre-Effective Amendment No.__				[ ]
	Post-Effective Amendment No. 17				[ X]

AMENDMENT TO REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940					[ X]

(Check appropriate box or boxes.)

Security Life Separate Account L1
(Exact Name of Registrant)

Security Life of Denver Insurance Company
(Name of Depositor)

1290 Broadway
Denver, Colorado 80203-5699
(Address of Depositor’s Principal Executive Offices)

(800) 525-9852
Depositor’s Telephone Number, including Area Code
J. Neil McMurdie, Counsel
ING Americas (U.S. Legal Services)
151 Farmington Avenue, TS31, Hartford Connecticut 06156
(Name and Address of Agent for Service)

Kimberly J. Smith, Chief Counsel
ING Americas (U.S. Legal Services)
1475 Dunwoody Drive, West Chester, Pennsylvania 19380

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective (check appropriate box)

		[ ]	immediately upon filing pursuant to paragraph (b) of Rule 485
		[X]	on May 1, 2003 pursuant to paragraph (b) of Rule 485
		[ ]	60 days after filing pursuant to paragraph (a)(1) of Rule 485
		[ ]	on May 1, 2003 pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:
		[ ]	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

The Policy	The Fund Families
Is issued by Security Life of Denver Insurance Company. Is returnable by you during the free look period if you are not satisfied.	57 funds from the following fund families are available through the policy.
Premium Payments
Are flexible, so the premium amount and frequency may vary. Are allocated to the variable account and the fixed account, based on your instructions. Are subject to specified fees and charges.
	AIM Variable Insurance Funds Alger American Funds American Funds Insurance Series Fidelity^® Variable Insurance Products Funds ING Income Shares ING Investors Trust ING Partners, Inc. ING Variable Portfolios, Inc. ING Variable Products (VP) Trust INVESCO Variable Investment Funds, Inc. Janus Aspen Series Neuberger Berman Advisers Management Trust Pioneer Variable Contracts Trust Putnam Variable Trust Van Eck Worldwide Insurance Trust

The Policy Value
Is the sum of your holdings in the fixed account, the variable account and the loan account. Has no guaranteed minimum value under the variable account. The value varies with the value of the sub-accounts you select. Has a minimum guaranteed rate of return for amounts in the fixed account. Is subject to specified fees and charges including possible surrender charges.
Death Benefit Proceeds
Are paid if your policy is in force when the insured person dies. Are calculated under your choice of options:
Option 1 - the base death benefit is the greater of the amount of basic insurance coverage you have selected or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A; Option 2 - the base death benefit is the greater of the amount of basic insurance coverage you have selected plus the policy value or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A; or Option 3 - for FirstLine policies delivered on or before December 31, 1997, the base death benefit is the greater of the amount of basic insurance coverage you have selected plus premiums paid minus withdrawals taken or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.
Are equal to the base death benefit plus any rider benefits minus any outstanding loans, accrued loan interest and unpaid fees and charges. Are generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance.

TABLE OF CONTENTS
	Page		Page
POLICY SUMMARY	3	TAX CONSIDERATIONS	47
The Policy's Features and Benefits	3	Tax Status of the Company	47
Factors You Should Consider Before Purchasing a Policy	6	Tax Status of the Policy	48
Fees and Charges	8	Diversification and Investor Control Requirements	48
THE COMPANY, THE FIXED ACCOUNT AND THE VARIABLE ACCOUNT	14	Tax Treatment of Policy Death Benefits	48
Security Life of Denver Insurance Company	14	Distributions Other than Death Benefits	49
The Investment Options	14	Other Tax Matters	50
DETAILED INFORMATION ABOUT THE POLICY	16	ADDITIONAL INFORMATION	53
Purchasing a Policy	17	General Policy Provisions	53
Fees and Charges	20	Legal Proceedings	59
Death Benefits	26	Financial Statements	59
Additional Insurance Benefits	34	APPENDIX A	A-1
Policy Value	38	APPENDIX B	B-1
Special Features and Benefits	40
Termination of Coverage	45	MORE INFORMATION IS AVAILABLE	Back Cover
		MORE INFORMATION IS AVAILABLE	Back Cover

TERMS TO UNDERSTAND
The following is a list of some of the key defined terms and the page number on which each is defined:
Term	Page Where Defined		Term	Page Where Defined
Age	17		Policy Date	17
Fixed Account .	14		Policy Value	38
Fixed Account Value	38		Segment or Coverage Segment	26
Loan Account	5		Surrender Value	4
Loan Account Value	40		Valuation Date	39
Monthly Processing Date	23		Variable Account	15
Net Premium	17		Variable Account Value	38
Net Policy Value	4

"Security Life," "we," "us," "our" and the "company" refer to Security Life of Denver Insurance Company. "You" and "your" refer to the policy owner. The owner is the individual, entity, partnership, representative or party who may exercise all rights over the policy and receive the policy benefits during the insured person's lifetime.

State Variations - State variations are covered in a special policy form used in that state. This prospectus provides a general description of the policy. Your actual policy and any riders are the controlling documents. If you would like to review a copy of the policy and riders, contact our customer service center or your agent/registered representative.
You may contact us about the policy at our:		Customer Service Center P.O. Box 173888 Denver, CO 80217-3888 1-877-253-5050

POLICY SUMMARY
This summary highlights the features and benefits of the policy, the risks that you should consider before purchasing a policy and the fees and charges associated with the policy and its benefits. More detailed information is included in the other sections of this prospectus which should be read carefully before you purchase the policy.
*The Policy's Features and Benefits*
Premium Payments See Premium Payments, page 17.	You choose when to pay and how much to pay. You will need to pay sufficient premiums to keep the policy in force. Failure to pay sufficient premiums may cause your policy to lapse. You cannot pay additional premiums after age 100. We may refuse any premium that would disqualify your policy as life insurance under Section 7702 of the Internal Revenue Code. We deduct tax charges and a sales charge from each premium payment and credit the remaining premium (the "net premium") to the variable account or the fixed account according to your instructions.
Free Look Period See Free Look Period, page 19.	During the free look period, you have the right to examine your policy and return it for a refund if you are not satisfied for any reason. The free look period is generally ten days from your receipt of the policy, although certain states may allow more than ten days. Generally, there are two types of free look refunds:
	Some states require a return of all premium we have received; and Other states require that we return your policy value plus a refund of all fees and charges deducted.
	The length of the free look period and the free look refund that applies in your state will be stated in your policy. During the free look period, your net premium will be allocated among the investment options you have selected unless your state requires a return of premium as the free look refund. In these states your net premium directed to the sub-accounts will be allocated to the Fidelity VIP Money Market Portfolio sub-account until after the free look period ends.
Death Benefits See Death Benefits, page 26.	Death benefits are paid if your policy is in force when the insured person dies. Until age 100, the amount of the death benefit will depend on which death benefit option is in effect when the insured person dies. There are two or three death benefit options available under your policy, depending on which policy you own and when it was delivered:
	Option 1 - the base death benefit is the greater of the amount of basic insurance coverage you have selected or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A; Option 2 - the base death benefit is the greater of the amount of basic insurance coverage you have selected plus your policy value or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A; or Option 3 - for FirstLine policies delivered on or before December 31, 1997, the base death benefit is the greater of the amount of basic insurance coverage you have selected plus premiums paid minus withdrawals taken or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.
	After age 100, death benefit Option 1 will apply to all policies and the amount of basic insurance coverage selected will equal the amount of basic insurance coverage in effect on the policy anniversary nearest the insured person's 100^th birthday plus the amount of coverage, if any, under the adjustable term insurance rider on that date. We will reduce the death benefit proceeds payable under any death benefit option by any outstanding loans, accrued loan interest and unpaid fees and charges. The death benefit is generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance.

No-Lapse and Death Benefit Guarantees See No-Lapse and Death Benefit Guarantees, page 32.	Generally, your policy will not lapse as long as your policy value minus any surrender charge and any outstanding loan amount and accrued loan interest (the "surrender value") is enough to pay the periodic fees and charges when due. However, during the first three policy years we guarantee that your policy will not lapse, regardless of its surrender value, provided the premiums you have paid minus partial withdrawals, loans and accrued loan interest equals or exceeds the minimum annual premium during each of your first three policy years. Additionally, a death benefit guarantee is available which provides that the basic insurance coverage under the policy will not lapse even if the surrender value is not enough to pay the periodic fees and charges when due. The death benefit guarantee is an automatic benefit with all FirstLine II policies but is an optional benefit under the FirstLine policies and may be selected only when you apply for the policy. For FirstLine policies, depending on which death benefit guarantee you select, the guarantee lasts for:

	The greater of ten policy years or until the insured person reaches age 65; or The lifetime of the insured person or to the policy anniversary nearest the insured person's 100^th birthday.
	For FirstLine II policies the death benefit guarantee lasts for the greater of ten policy years or until the insured person reaches age 65. To keep the death benefit guarantee in force, on any monthly processing date:
	Your cumulative premium payments minus any partial withdrawals, loans and accrued loan interest, must equal or exceed the sum of guarantee period monthly premium payments to the next monthly processing date; Your policy value minus any loan account value and accrued loan interest (the "net policy value") must be allocated to at least five investment options; and No more than 35% of your net policy value may be in any one investment option.
	For FirstLine policies only, during the guarantee period there is an additional monthly charge for the death benefit guarantee. The death benefit guarantee may not be available in some states.
Temporary Insurance See Temporary Insurance, page 19.	If you apply and qualify, we may issue temporary insurance equal to the total amount of insurance coverage for which you applied. The maximum amount of temporary insurance is $4.5 million, which includes other in-force coverage you have with us. Temporary insurance may not be available in all states.
Rider Benefits See Additional Insurance Benefits, page 34.	Your policy may include additional insurance benefits, attached by rider. There are two types of rider benefits:
	Optional rider benefits that you must select before they are effective; and Rider benefits that automatically come with your policy.
	In many cases, we deduct an additional monthly charge for these benefits. Not all riders may be available under your policy or in your state.
Investment Options See The Investment Options, page 14.	You may allocate your net premiums to the Security Life Separate Account L1 (the "variable account") and to our fixed account. The variable account is one of our separate accounts and consists of sub-accounts which invest in corresponding funds. When you allocate premiums to a sub-account, we invest any net premiums in shares of the corresponding fund. Your variable account value will vary with the investment performance of the funds and the charges we deduct from your variable account value. The fixed account is part of our general account and consists of all of our assets other than those in our separate accounts (including the variable account) and loan account. We credit interest of at least 3.00% (4.00% for FirstLine II policies) per year on amounts allocated to the fixed account, and we may, in our sole discretion, credit interest in excess of this amount.

Transfers See Transfers, page 41.	You currently may make an unlimited number of transfers between the sub-accounts and to the fixed account each policy year. Transfers are, however, subject to any limits, conditions and restrictions that we or the funds whose shares are involved may impose. There are certain restrictions on transfers from the fixed account. We do not charge for transfers.
Dollar Cost Averaging See Dollar Cost Averaging, page 42.	Dollar cost averaging is a systematic program of transferring policy values to selected sub-accounts of the variable account. It is intended to help reduce the risk of investing too much when the price of a fund's shares is high. It also helps to reduce the risk of investing too little when the price of a fund's shares is low. Dollar cost averaging does not assure a profit nor does it protect you against a loss in a declining market. There are certain conditions on participation in the dollar cost averaging program, but there is no charge to participate in the dollar cost averaging program.
Automatic Rebalancing See Automatic Rebalancing, page 42.	Automatic rebalancing is a systematic program through which your variable and fixed account values are periodically reallocated among your selected investment options to maintain the allocation percentages you have chosen. Automatic rebalancing does not assure a profit nor does it protect you against a loss in a declining market. There are certain conditions on participation in the automatic rebalancing program, but there is no charge to participate in the automatic rebalancing program.
Loans See Loans, page 40.	After the first policy month, you may take loans against your policy's surrender value. A loan must be at least $100 and is generally limited to your surrender value less the periodic fees and charges to your next policy anniversary. When you take a loan from your policy we transfer an amount equal to your loan to the loan account as collateral for your loan. The loan account is part of our general account. We credit amounts held in the loan account with interest at an annual rate no less than 3.00% (4.00% for FirstLine II policies). We also charge interest on loans. Interest is due in arrears on each policy anniversary and accrues daily at a current annual rate of 3.75% for FirstLine policies and 4.75% for FirstLine II policies.
Loans See Loans, page 40.	Loans reduce your policy's death benefit and may cause your policy to lapse. Loans may have tax consequences, and you should consult with a tax adviser before taking a loan from your policy.
Partial Withdrawals See Partial Withdrawals, page 44.	After the first policy year, you may take up to 12 partial withdrawals each policy year. In certain circumstances you may take partial withdrawals during the first policy year. A partial withdrawal must be at least $100 and may not exceed the amount which leaves your surrender value less than $500. We currently charge a fee of 2.00% of the amount withdrawn, up to $25 for each partial withdrawal. Partial withdrawals may reduce the amount of basic and total insurance coverage under your policy and will reduce your policy value. Partial withdrawals may also have tax consequences, and you should consult with a tax adviser before taking a partial withdrawal from your policy.
Surrenders See Surrender, page 46.	You may surrender your policy for its surrender value at any time before the death of the insured person. Your surrender value is your policy value minus any surrender charge and your outstanding loan amount and accrued loan interest. Surrender charges apply for the first fourteen years of each segment of basic insurance coverage. Surrender charges are level for the first seven years then decrease uniformly each year to zero at the beginning of the fifteenth year. The surrender charge is made up of two parts: an administrative surrender charge and a sales surrender charge. The administrative surrender charge rates vary by the insured person's age at the time each basic insurance coverage segment is established. The sales surrender charge is based on a percentage of premium we receive.

*Factors You Should Consider Before Purchasing a Policy*
The decision to purchase a policy should be discussed with your agent/registered representative. Make sure you understand the policy's investment options, its other features and benefits, its risks and the fees and charges you will incur. Consider, among others, the following matters.
Life Insurance Coverage	The policy is not a short-term savings vehicle and should be purchased only if you need life insurance coverage. Evaluate your need for life insurance coverage before purchasing a policy. You should purchase a policy only if you intend and have the financial capability to keep the policy in force for a substantial period of time.
Fees and Charges See Fees and Charges, page 20.	In the early policy years the surrender charge may exceed the policy value because the surrender charge may be more than the cumulative premiums minus policy fees and charges. Therefore, you should purchase a policy only if you intend and have the financial capability to keep the policy in force for a substantial period of time. The policy's fees and charges reflect the costs associated with its features and benefits, the services we render, the expenses we expect to incur and the risks we assume under the policy. We believe that the policy's fees and charges, in the aggregate, are reasonable, but before purchasing a policy you should compare the value that these various features, benefits and services have to you, given your particular circumstances, with the fees and charges associated with those features, benefits and services.
Lapse See Lapse, page 46.	Your policy may lapse and your insurance coverage under the policy may terminate if on any monthly processing date:
	The no-lapse guarantee or the death benefit guarantee is not in effect; and Your surrender value is not enough to pay the periodic fees and charges when due.
	If you meet these conditions, we will send you notice and give you a 61 day grace period to make a sufficient premium payment. If you do not make a sufficient premium payment by the end of the 61 day grace period, your life insurance coverage will terminate and your policy will lapse without value. Partial withdrawals and loans have an adverse impact on your surrender value. Before taking a partial withdrawal or loan consider its affect on your ability to keep your policy from lapsing.

Investment Risk See The Variable Account, page 15.	You should evaluate the policy's long-term investment potential and risks before purchasing a policy. For amounts you allocate to the sub-accounts of the variable account:
	Your values will fluctuate with the markets, interest rates and the performance of the underlying funds; You assume the risk that your values may decline or may not perform to your expectations; Your policy could lapse without value or you may be required to pay additional premium because of poor fund performance; Each fund has various investment risks, and some funds are riskier than others; You should read each fund's prospectus and understand the risks associated with the fund before allocating your premiums to its corresponding sub-account; and There is no assurance that any fund will achieve its stated investment objective.
	For amounts you allocate to the fixed account:
	Interest rates we declare will change over time; and You assume the risk that interest rates may decline, although never below the guaranteed minimum annual rate of 3.00% (4.00% for FirstLine II policies).
Exchanges See Purchasing a Policy, page 17.	Replacing your existing life insurance policy(ies) with the policy described in this prospectus may not be beneficial to you. Before purchasing a policy, determine whether your existing policy(ies) will be subject to fees or penalties upon surrender or cancellation. Also compare the fees, charges, coverage provisions and limitations, if any, of your existing policy(ies) with those of the policy described in this prospectus.
Taxation See TAX CONSIDERATIONS, page 47.	Under current federal income tax law, death benefits of life insurance policies generally are not subject to income tax. In order for this treatment to apply, the policy must qualify as a life insurance contract. We believe it is reasonable to conclude that the policy will qualify as a life insurance contract. Assuming the policy qualifies as a life insurance contract under current federal income tax law, your policy earnings are generally not subject to income tax as long as they remain within your policy. Depending on your circumstances, however, the following events may have tax consequences for you:
	Reduction in the amount of your insurance coverage; Partial withdrawals; Loans; Surrender; Lapse; and Reinstatement.
	In addition, if your policy is a modified endowment contract, a partial withdrawal, surrender or a loan against or secured by the policy will cause income taxation to the extent of any gain in the policy. A penalty tax may be imposed on a distribution from a modified endowment contract as well. There is always the possibility that the tax treatment of the policy could be changed by legislation or otherwise. You should consult a tax adviser with respect to legislative developments and their effect on the policy. Consult with a qualified legal or tax adviser before you purchase a policy.
Sales Compensation	We pay compensation to broker/dealers who sell the policy. Broker/dealers may be able to choose to receive their compensation under various payment options, but their choice will not affect the fees and charges you will pay for the policy.
Other Products	We and our affiliates offer other insurance products which may have different features, benefits, fees and charges. These other products may better match your needs. Contact your agent/registered representative if you would like information about these other products.

Charge	When Deducted	Amount Deducted
Tax Charges	Deducted when you make a premium payment.	2.50% of each premium payment for state and local taxes. 1.50% of each premium payment for estimated federal income tax treatment of deferred acquisition costs.
Sales Charge	Deducted when you make a premium payment.	Percentage of premium paid based on segment issue age -
Sales Charge	Deducted when you make a premium payment.	4.25% for ages 60-85. 3.25% for ages 50-59. 2.25% for ages 0-49.
Partial Withdrawal Fee	Deducted when you take a partial withdrawal.	2.00% of the amount withdrawn, up to $25.
Surrender Charge ¹	Deducted during the first fourteen segment years when you surrender your policy, decrease your basic insurance coverage, take a partial withdrawal which decreases your basic insurance coverage or allow your policy to lapse.	Administrative Surrender Charge -
		Minimum Rates - $2.50 per $1,000 of basic insurance coverage. Maximum Rates - $6.50 per $1,000 of basic insurance coverage. Rates for a representative insured person - $3.50 per $1,000 of basic insurance coverage. The representative insured person is age 45.
		Sales Surrender Charge - The lesser of:
		50.00% of total premium up to target premium for each segment without substandard ratings ("standard target premium"); or 25.00% of standard target premium; plus 5.00% of total premium in excess of standard target premium during the first seven segment years.
Excess Illustration Fee	Deducted each time you request an illustration after the first each policy year.	$0 - current. $25 - maximum.

²	The cost of insurance rates shown are for the first policy year. The rates have been rounded to the nearest penny. Consequently, the actual rates are either more or less than these rounded rates. The rates that apply to you depend on the amount of your basic insurance coverage and the insured person's age, gender, policy duration and risk class and generally increase each year after the first segment year. Different cost of insurance rates will apply to each segment of basic insurance coverage. The rates for the representative insured person listed above may be more or less than you will pay, and you should contact your agent/registered representative for information about the rates that apply to you.
³	The daily mortality and expense risk charge rate has been rounded to the nearest one thousandth of one percent. See Periodic Fees and Charges - Mortality and Expense Risk Charge, page 23 for the daily rate without rounding.
⁴	The rate per $1,000 of basic insurance coverage (or total insurance coverage, if greater) has been rounded to the nearest penny. See Periodic Fees and Charges - Administrative Charge, page 24 for the rate without rounding.

Rider	When Deducted	Amount Deducted
Accidental Death Benefit Rider ⁵ This rider is not available with FirstLine II policies.	On the monthly processing date.	Minimum Rates - $0.06 per $1,000 of rider benefit. Maximum Rates - $0.11 per $1,000 of rider benefit. Rates for a representative insured person - $0.06 per $1,000 of rider benefit. The representative insured person is age 45.
Additional Insured Rider ^{5, 6}	On the monthly processing date.	For FirstLine Policies -
		Minimum Rates per $1,000 of rider benefit -
		$0.05 - current. $0.06 - guaranteed.
		Maximum Rates per $1,000 of rider benefit -
		$6.65 - current. $14.52 - guaranteed.
		Rates for a representative insured person per $1,000 of rider benefit -
		$0.05 - current. $0.17 - guaranteed. The representative insured person is a female, age 40 in the no tobacco risk class.

		For FirstLine II Policies -
		Minimum Rates per $1,000 of rider benefit -
		$0.02 - current. $0.06 - guaranteed.
		Maximum Rates per $1,000 of rider benefit -
		$2.63 - current. $12.91 - guaranteed.
		Rates for a representative insured person per $1,000 of rider benefit -
		$0.02 - current. $0.06 - guaranteed. The representative insured person is a female, age 5 in the no tobacco risk class.

Adjustable Term Insurance Rider ^{5, 6}	On the monthly processing date.	For FirstLine Policies -
		Minimum Rates per $1,000 of rider benefit -
		$0.02 - current. $0.06 - guaranteed.
		Maximum Rates per $1,000 of rider benefit -
		$1.89 - current. $14.52 - guaranteed.
		Rates for a representative insured person per $1,000 of rider benefit -
		$0.05 - current. $0.28 - guaranteed. The representative insured person is a male, age 45 in the preferred no tobacco risk class.
		For FirstLine II Policies -
		Minimum Rates per $1,000 of rider benefit -
		$0.01 - current. $0.06 - guaranteed.
		Maximum Rates per $1,000 of rider benefit -
		$2.67 - current. $12.91 - guaranteed.
		Rates for a representative insured person per $1,000 of rider benefit -
		$0.04 - current. $0.38 - guaranteed. The representative insured person is a male, age 45 in the preferred no tobacco risk class.
Children's Insurance Rider This rider is not available with FirstLine II policies.	On the monthly processing date.	$0.61 per $1,000 of rider benefit.
Guaranteed Insurability Rider ⁵ This rider is not available with FirstLine II policies or with FirstLine policies issued on or after May 1, 1998.	On the monthly processing date.	Minimum Rates - $0.05 per $1,000 of rider benefit. Maximum Rates - $0.55 per $1,000 of rider benefit. Rates for a representative insured person - $0.25 per $1,000 of rider benefit. The representative insured person is age 45.
Waiver of Cost of Insurance Rider ⁵	On the monthly processing date.	For FirstLine Policies -
		Minimum Rates - $6.20 per $100 of rider coverage. Maximum Rates - $15.23 per $100 of rider coverage. Rates for a representative insured person - $8.43 per $100 of rider coverage. The representative insured person is age 45.
		For FirstLine II Policies -
		Minimum Rates - $6.23 per $100 of rider coverage. Maximum Rates - $15.23 per $100 of rider coverage. Rates for a representative insured person - $8.43 per $100 of rider coverage. The representative insured person is age 45.

Waiver of Specified Premium Rider ⁵	On the monthly processing date.	For FirstLine Policies -
		Minimum Rates - $1.70 per $100 of rider coverage. Maximum Rates - $8.30 per $100 of rider coverage. Rates for a representative insured person - $3.90 per $100 of rider coverage. The representative insured person is age 45.
		For FirstLine II Policies -
		Minimum Rates - $1.70 per $100 of rider coverage. Maximum Rates - $16.60 per $100 of rider coverage. Rates for a representative insured person - $3.90 per $100 of rider coverage. The representative insured person is age 45.

	Minimum	Maximum
Total Gross Annual Fund Expenses ⁷	0.29%	2.97%
Total Net Annual Fund Expenses ^{7, 8}	0.29%	1.48%

		THE COMPANY, THE FIXED ACCOUNT AND THE VARIABLE ACCOUNT
		*Security Life of Denver Insurance Company*
		We are a stock life insurance company organized in 1929 and incorporated under the laws of the State of Colorado. We are admitted to do business in the District of Columbia and all states except New York. Our headquarters is at 1290 Broadway, Denver, Colorado 80203-5699.
		We are a wholly-owned indirect subsidiary of ING Groep N.V. ("ING"), a global financial institution active in the fields of insurance, banking and asset management. ING is headquartered in Amsterdam, The Netherlands.
		*The Investment Options*
		You may allocate your premium payments to any of the available investment options. These options include the fixed account and sub-accounts of the variable account. The investment performance of a policy depends on the performance of the investment options you choose.
		The Fixed Account
In the policy the "fixed account" is referred to as the "Guaranteed Interest Division."		You may allocate all or a part of your net premium and transfer your net policy value into the fixed account. We declare the interest rate that applies to all amounts in the fixed account. This interest rate is never less than the rate specified in the policy. For FirstLine policies, the minimum guaranteed interest rate is 3.00%. For FirstLine II policies, the minimum guaranteed interest rate is 4.00%. The credited interest rate will be in effect for an initial twelve-month period. Thereafter, the credited interest rate will be guaranteed for successive twelve-month periods at an interest rate current at that time. Interest compounds daily at an effective annual rate that equals the declared rate. We credit interest to the fixed account on a daily basis. We pay interest regardless of the actual investment performance of our general account. We bear all of the investment risk for the fixed account.

		Your fixed account value equals the net premium you allocate to the fixed account, plus interest earned, minus amounts you transfer out or withdraw. It may be reduced by fees and charges assessed against your policy value.
		The fixed account guarantees principal and is part of our general account. The general account supports our non-variable insurance and annuity obligations. We have not registered interests in the fixed account under the Securities Act of 1933, as amended ("1933 Act"). Also, we have not registered the fixed account or the general account as an investment company under the Investment Company Act of 1940, as amended ("1940 Act") (because of exemptive and exclusionary provisions). This means that the general account, the fixed account and interests in it are generally not subject to regulation under these Acts.
		The SEC staff has not reviewed the disclosures in this prospectus relating to the general account and the fixed account. These disclosures, however, may be subject to certain requirements of the federal securities law regarding accuracy and completeness of statements made.

The Variable Account
We established Security Life Separate Account L1 (the "variable account") on November 3, 1993, as one of our separate accounts under the laws of the State of Colorado. It is a unit investment trust, registered with the SEC under the 1940 Act.		In the policy the "variable account" is referred to as the "Separate Account."
We own all of the assets of the variable account and are obligated to pay all amounts due under a policy according to the terms of the policy. Income, gains and losses credited to, or charged against, the variable account reflect the investment experience of the variable account and not the investment experience of our other assets. Additionally, Colorado law provides that we cannot charge the variable account with liabilities arising out of any other business we may conduct. This means that if we ever became insolvent, the variable account assets will be used first to pay variable account policy claims. Only if variable account assets remain after these claims have been satisfied can these assets be used to pay owners of other policies and creditors.

The variable account is divided into sub-accounts. Each sub-account invests in a corresponding fund. When you allocate premium payments to a sub-account, you acquire accumulation units of that sub-account. You do not invest directly in or hold shares of the funds when you allocate premium payments to the sub-accounts of the variable account. See Appendix B to this prospectus for a list of the funds available through the variable account along with information about each fund's investment adviser/subadviser, investment objective and total annual fund expenses.
More detailed information about a fund, including information about the risks associated with investing in the fund, is located in the fund's prospectus. Read the fund prospectuses in conjunction with this prospectus, and retain the prospectuses for future reference.
A fund available through the variable account is not the same as a retail mutual fund with the same or similar name. Accordingly, the management, expenses and performance of a fund available through the variable account is likely to differ from a similarly named retail mutual fund.
Voting Privileges. We invest each sub-account's assets in shares of a corresponding fund. We are the legal owner of the fund shares held in the variable account, and we have the right to vote on certain issues. Among other things, we may vote on issues described in the fund's current prospectus or issues requiring a vote by shareholders under the 1940 Act.
Even though we own the shares, we give you the opportunity to tell us how to vote the number of shares attributable to your policy. We count fractional shares. If you have a voting interest, we send you proxy material and a form on which to give us your voting instructions.
Each fund share has the right to one vote. The votes of all fund shares are cast together on a collective basis, except on issues for which the interests of the funds differ. In these cases, voting is on a fund-by-fund basis.
Examples of issues that require a fund-by-fund vote are changes in the fundamental investment policy of a particular fund or approval of an investment advisory agreement.
We vote the shares in accordance with your instructions at meetings of the fund's shareholders. We vote any fund shares that are not attributable to policies and any fund shares for which the owner does not give us instructions in the same proportion as we vote the shares for which we did receive voting instructions.
We reserve the right to vote fund shares without getting instructions from policy owners if the federal securities laws, regulations or their interpretations change to allow this.

	You may instruct us only on matters relating to the funds corresponding to the sub-accounts in which you have invested assets as of the record date set by the fund's Board for the shareholders meeting. We determine the number of fund shares in each sub-account of your policy by dividing your variable account value in that sub-account by the net asset value of one share of the matching fund.
	Right to Change the Variable Account. Subject to state and federal law and the rules and regulations thereunder, we may, from time to time, make any of the following changes to our variable account with respect to some or all classes of policies:
	Change the investment objective; Offer additional sub-accounts which will invest in funds we find appropriate for policies we issue; Eliminate sub-accounts; Combine two or more sub-accounts; Substitute a new fund for a fund in which a sub-account currently invests. A substitution may become necessary if, in our judgment:
	A fund no longer suits the purposes of your policy; There is a change in laws or regulations; There is a change in the fund's investment objectives or restrictions; The fund is no longer available for investment; or Another reason we deem a substitution is appropriate.
	In the case of a substitution, the new fund may have different fees and charges than the fund it replaced; Transfer assets related to your policy class to another separate account; Withdraw the variable account from registration under the 1940 Act; Operate the variable account as a management investment company under the 1940 Act; Cause one or more sub-accounts to invest in a fund other than, or in addition to, the funds currently available; Stop selling the policy; End any employer or plan trustee agreement with us under the agreement's terms; Limit or eliminate any voting rights for the variable account; Make any changes required by the 1940 Act or its rules or regulations; or Close a sub-account to new investments.
	We will not make a change until it is effective with the SEC and approved by the appropriate state insurance departments, if necessary. We will notify you of changes. If you wish to transfer the amount you have in the affected sub-account to another sub-account or to the fixed account, you may do so free of charge. Just notify us at our customer service center.
	DETAILED INFORMATION ABOUT THE POLICY
	This prospectus describes our standard FirstLine/FirstLine II variable universal life insurance policy. The policy provides death benefits, policy values and other features of traditional life insurance contracts. There may be variations in policy features, benefits and charges because of requirements of the state where we issue your policy. We describe all such differences in your policy.
	If you would like to know about state variations, please ask your agent/registered representative. We can provide him/her with the list of variations that will apply to your policy.

*Purchasing a Policy*
To purchase a policy you must submit an application to us. On that application you will, among other things, select:
The amount of your basic insurance coverage (which generally must be at least $50,000); Your initial death benefit option; The death benefit qualification test to apply to your policy; and Any riders or optional benefits.
Additionally, on the application you will provide us with certain health and other necessary information.
On the date coverage under the policy begins (the "policy date"), the person on whose life we issue the policy (the "insured person") generally can be no more than age 85 (70 for guaranteed issue policies). "Age" under the policy means the insured person's age on the birthday nearest to the policy date. From time to time, we may accept an insured person who exceeds our normal maximum age limit. We will not unfairly discriminate in determining the maximum age at issue. All exceptions to our normal limits are dependent upon our ability to obtain acceptable reinsurance coverage for our risk with an older insured. We may also set a minimum age to issue a policy.
You may request that we back-date the policy up to six months to allow the insured person to give proof of a younger age for the purposes of your policy.
Premium Payments
Premium payments are flexible and you may choose the amount and frequency of premium payments, within limits, including:
We may refuse to accept any premium less than $25; You cannot pay additional premiums after age 100; We may refuse any premium that would disqualify your policy as life insurance under Section 7702 of the Internal Revenue Code; We may refuse any premium that would cause your policy to become a modified endowment contract under Section 7702A of the Internal Revenue Code without your prior written acknowledgement accepting your policy as a modified endowment contract; and We may refuse to accept any premium that does not comply with our anti-money laundering program. *See General Policy Provisions* - Anti-Money Laundering, page 55.**
After we deduct the tax charges and the sales charge from your premium payments, we apply the remaining premium (the "net premium") to your policy as described below.
A premium payment is received by us when it is received at our offices. After you have paid your initial premium, we suggest you send payments directly to us, rather than through your agent/registered representative, to assure the earliest crediting date.
Your initial premium must be at least equal to the sum of the scheduled premium from the policy date through the investment date. The investment date is the date we apply the net premium to your policy.
Scheduled Premium. You may select your scheduled (planned) premium (within our limits) when you apply for your policy. The scheduled premium, shown in your policy and schedule, is the amount you choose to pay over a stated time period. This amount may or may not be enough to keep your policy in force. You may receive premium reminder notices for the scheduled premium on a quarterly, semi-annual or annual basis. You are not required to pay the scheduled premium.

	You can change the amount of your scheduled premium within our minimum and maximum limits at any time. If you fail to pay your scheduled premium or if you change the amount of your scheduled premium, your policy performance will be affected.
	If you have the death benefit guarantee feature, your scheduled premium should not be less than the guarantee period annual premium shown in your policy. *See Death Benefits* - No-Lapse and Death Benefit Guarantees, page 32.**
	Unscheduled Premium Payments. Generally speaking, you may make unscheduled premium payments at any time, however:
	We may limit the amount of an unscheduled premium payment if it would result in an increase in the amount of the base death benefit required by the federal income tax law definition of life insurance. We may require satisfactory evidence that the insured person is insurable at the time that you make the unscheduled premium payment if the base death benefit is increased due to an unscheduled premium payment; We may require proof that the insured person is insurable if an unscheduled premium payment will cause the net amount at risk to increase; and We will return premium payments which would cause your policy to become a modified endowment contract, unless you have acknowledged in writing the new modified endowment contract status for your policy.
	Target Premium. Target premium is not based on your scheduled premium. Target premium is actuarially determined based on the age and gender of the insured person. The target premium is used to determine your sales charge and the sales compensation we pay. It may or may not be enough to keep your policy in force. You are not required to pay the target premium and there is no penalty for paying more or less. The target premium for your policy and additional segments is listed in your policy schedule pages.
	Minimum Annual Premium. To qualify for the no-lapse guarantee, during each of your first three policy years you must pay at least the minimum annual premium shown in your policy. *See Death Benefits* - No-Lapse and Death Benefit Guarantees, page 32.**
	We may reduce the minimum annual premium for group or sponsored arrangements, or for corporate purchasers.
	Premium Payments Affect Your Coverage. Unless your policy is in the no-lapse guarantee period or you have the death benefit guarantee feature, your coverage lasts only as long as you have a positive surrender value which is enough to pay the periodic fees and charges due each month. If you do not meet this requirement, your policy will enter a 61-day grace period and you must make a sufficient premium payment to keep your policy from lapsing. *See Termination of Coverage* - Lapse, page 46.**
	During the no-lapse guarantee period, we guarantee that your policy and riders will not lapse regardless of your surrender value provided your cumulative premium payments, minus any partial withdrawals and any outstanding loan amount and accrued loan interest are at least equal your minimum annual premium. *See Death Benefits* - No-Lapse and Death Benefit Guarantees, page 32.**
	If you have the death benefit guarantee, we guarantee that your policy will not lapse during the guarantee period provided your cumulative premium payments minus any partial withdrawals and any outstanding loan amount and accrued loan interest are at least equal to the guarantee period annual premium and your net policy value meets certain diversification requirements. *See Death Benefits* - No-Lapse and Death Benefit Guarantees, page 32.**

Allocation of Net Premium. We apply the initial net premium to your policy after all of the following conditions have been met:
We receive the required initial premium; All issue requirements have been received by our customer service center; and We approve your policy for issue.
Amounts you designate for the fixed account will be allocated to that account on the investment date. If your state requires return of your premium during the free look period, we initially invest amounts you have designated for the sub-accounts of the variable account in the sub-account which invests in the Fidelity VIP Money Market Portfolio. We later transfer these amounts from this sub-account to your selected sub-accounts, based on your most recent premium allocation instructions, at the earlier of the following dates:
Five days after the date we mailed your policy to you plus the length of your state free look period; or The date we receive your delivery receipt plus the length of your state free look period.
If your state provides for return of your policy value during the free look period (or provides no free look period), we allocate amounts you designated for the sub-accounts of the variable account directly into those sub-accounts.
All net premium we receive after the applicable period are allocated to your policy on the valuation date of receipt. We will use your most recent premium allocation instructions specified in percentages stated to the nearest tenth and totaling 100%.
Free Look Period
You have the right to examine your policy and return it to us (for any reason) within the period shown in the policy. The period during which you have this right is called the free look period and starts on the date you receive your policy. If you return your policy to us within the free look period, we cancel it as of your policy date.
If you cancel your policy during the free look period, you will receive a refund as determined by state law. Generally, there are two types of free look refunds:
Refund of all premium we have received from you; or Refund of your policy value plus a refund of all charges deducted.
The type of refund that applies in your state will be specified in your policy. The type of free look refund will affect when premium received before the end of the free look period is allocated to the sub-accounts. *See Premium Payments* - Allocation of Net Premium, page 19.**
Temporary Insurance
If you apply and qualify, we may issue temporary insurance in an amount equal to the amount of insurance coverage for which you applied, up to $4.5 million, which includes other in-force coverage you have with us.
Temporary insurance coverage begins when all of the following events have occurred:
You have completed and signed our temporary insurance coverage form; We have received and accepted a premium payment of at least your scheduled premium (selected on your application); and The necessary parts of the application are complete.

	Unless otherwise provided by state law, temporary insurance coverage ends on the earliest of:
	Five days after we mail the premium refund to the address on your application; Five days after we mail notice of termination to the address on your application; Your policy date; The date we refuse to issue a policy based on your application; or 90 days after you sign our temporary life insurance coverage form.
	There is no death benefit under the temporary insurance coverage if any of the following events occur:
	There is a material misrepresentation in your answers on the temporary insurance coverage form; There is a material misrepresentation in statements on your application; The person or persons intended to be insured die by suicide or self-inflicted injury; or The bank does not honor your premium check or authorized withdrawal.
	During the period of temporary insurance coverage your premium payments are held by us in a general suspense account until underwriting is completed and the policy is issued or the temporary insurance coverage otherwise ends. Premiums held in this suspense account do not earn interest and they are not allocated to the investment options available under the policy until a policy is issued. *See Premium Payments* - Allocation of Net Premium, page 19.**
	*Fees and Charges*
	We deduct fees and charges under the policy to compensate us for:
	Providing the insurance benefits of the policy (including any rider benefits); Administering the policy; Assuming certain risks in connection with the policy; and Incurring expenses in distributing the policy.
	The amount of a fee or charge may be more or less than the cost associated with the service or benefit. Accordingly, excess proceeds from one fee or charge may be used to make up a shortfall on another fee or charge, and we may earn a profit on one or more of these fees and charges. We may use any such profits for any proper corporate purpose, including, among other things, payment of sales expenses.
	Transaction Fees and Charges
	We deduct the following transaction fees and charges from your policy value each time you make certain transactions.
	Tax Charges. We deduct 2.5% from each premium payment to cover the total average state and local taxes we expect to pay. We pay state and local taxes in most states. These taxes vary from state to state and from jurisdiction to jurisdiction.
	We deduct 1.5% from each premium payment to cover our estimated costs for the federal income tax treatment of deferred acquisition costs. This cost is determined solely by the amount of life insurance premium we receive.

We may increase or decrease the charges for taxes, within limits, if there are changes in the tax rates or tax laws.
Sales Charge. We deduct a sales charge from each premium payment.
Segment Issue Age	Sales Charge Percentage
0 - 49	2.25%
50 - 59	3.25%
60 - 85	4.25%
When calculating your applicable sales charge, we allocate premium payments we receive after an increase in the amount of basic insurance coverage to your coverage segments in the same proportion as:
For FirstLine policies, the guideline annual premium (defined by federal income tax law) for each segment bears to the total guideline annual premium for your basic insurance coverage; and For FirstLine II policies, the target premium for each segment bears to the total target premium of your basic insurance coverage.
This charge helps compensate us for the costs associated with selling the policies, including promotional, advertising and distribution expenses.
Partial Withdrawal Fee. We deduct a partial withdrawal fee each time you take a partial withdrawal from your policy. The amount of this fee is 2.00% of the amount withdrawn up to $25. We deduct the partial withdrawal fee proportionately from your remaining fixed and variable account values.
This fee helps offset the expenses we incur when processing a partial withdrawal.
Surrender Charge. We deduct a surrender charge during the first fourteen segment years when you:
Surrender your policy; Allow your policy to lapse; Decrease your basic insurance coverage; or Take a partial withdrawal which decreases the amount of your basic insurance coverage.
The surrender charge is made up of two parts:
An administrative surrender charge; and A sales surrender charge.
Administrative Surrender Charge
The administrative surrender charge varies by age at policy issue or when you add a new basic coverage segment:
Insured Person's Age	Administrative Surrender Charge per $1,000 of Basic Insurance Coverage
0 - 39	$2.50
40 - 49	$3.50
50 - 59	$4.50
60 - 69	$5.50
70 and above	$6.50

	If during the first 14 segment years you decrease your basic insurance coverage or take a partial withdrawal which causes your basic insurance coverage to decrease, we will assess an administrative surrender charge in the same proportion as the decrease in your basic insurance coverage. Additionally, the amount of any subsequent administrative surrender charge will decrease by this same amount.
	We designed the administrative surrender charge to cover part of our administrative expenses, such as the expenses associated with:
	Processing applications; Establishing policy records; Underwriting; and Developing and operating our administrative systems.
	Sales Surrender Charge
	For FirstLine policies, we calculate the sales surrender charge for each segment by applying the premium you paid to each segment in the same proportion that the guideline annual premium for each segment (as defined by the federal income tax laws) has to the sum of the guideline annual premium for all segments.
	For FirstLine II policies, we calculate the sales surrender charge for each segment by applying the premium you paid to each segment in the same proportion that the target premium for each segment has to the sum of the target premiums for all segments.
	The sales surrender charge is:
	25.00% of the premium we receive up to target premium for each segment without substandard ratings ("the standard target premium"); plus 5.00% of the premium we receive in the first seven segment years in excess of the standard target premium for that segment.
	Your sales surrender charge is never greater than 50% of your base standard target premium.
	We do not determine target premium on your scheduled premium. We determine target premium actuarially, based on the age and gender of the insured person. Your policy schedule shows the initial target premium for your policy and the target premium for added segments. The schedule also shows the maximum sales surrender charge for your basic insurance coverage.
	If your basic insurance coverage decreases, we reduce your target premium for each segment in the same proportion that we reduce your basic insurance coverage. We do not do this if the reduction is a result of a death benefit option change. In that case, we will provide you a new schedule page.
	If your new target premium for each segment is greater than or equal to the premium we receive for that segment, then we reduce your future maximum sales surrender charge, but we do not deduct a sales surrender charge from your policy value.
	If your new target premium for each segment is less than the sum of the premium we receive for that segment, we reduce the future maximum sales surrender charge and we deduct a sales surrender charge from your policy value equal to the difference between your sales surrender charge before the decrease and your sales surrender charge after the decrease. We recalculate your new sales surrender charge as if your new target premium was always in effect for that segment.

We reduce your future maximum sales surrender charge in the same proportion that we reduce your basic insurance coverage if:
You make a decrease to your basic insurance coverage more than seven years after your policy date; or
You make a partial withdrawal from your policy which reduces the basic insurance coverage and you make your request more than seven years after the date you added the additional segment.
For full surrenders, you will receive the surrender value of your policy. For decreases in the amount of basic insurance coverage, the surrender charge will reduce your policy value. If there are multiple segments of basic insurance coverage, the coverage decreases and surrender charges assessed will be processed on a pro rata basis.
In the early policy years the surrender charge may exceed the policy value because the surrender charge may be more than the cumulative premiums minus policy fees and charges. Therefore, you should purchase a policy only if you intend and have the financial capability to keep the policy in force for a substantial period of time.
The sales surrender charge helps offset the expenses we incur in issuing and distributing the policy.
Excess Illustration Fee. We currently do not assess this fee, but we reserve the right to assess a fee of up to $25 for each illustration of your policy values you request after the first each policy year.
This fee helps offset the costs we incur when processing requests for excess illustrations.
Periodic Fees and Charges
We deduct the following periodic fees and charges from your policy value each day or on the monthly processing date. The monthly processing date is the same date each month as your policy date. If that date is not a valuation date, then the monthly processing date is the next valuation date.
At any time you may choose one investment option from which we will deduct your periodic fees and charges. If you do not choose the investment option or the amount in your chosen investment option is not enough to cover the periodic fees and charges, then your periodic fees and charges are taken from the sub-accounts and fixed account in the same proportion that your value in each has to your net policy value.
Mortality and Expense Risk Charge. We deduct from your policy value a mortality and expense risk charge of 0.002055% (0.75% on an annual basis) of the amount you have invested in the sub-accounts. This charge is deducted each day as part of the calculation of the daily unit values for the sub-accounts and does not appear as a separate charge on your statement or confirmation.
This charge helps compensate us for the mortality and expense risks we assume when we issue a policy. The mortality risk is the risk that insured people, as a group, may live less time than we estimated. The expense risk is the risk that the costs of issuing and administering the policies and operating the sub-accounts of the variable account are greater than we estimated.

	Policy Charge. Each month we deduct a policy charge of $10 during the first three policy years.
	This charge helps compensate us for the costs associated with:
	Processing applications; Conducting medical examinations; Establishing policy records; and Underwriting.
	Administrative Charge. For FirstLine policies, each month we deduct an administrative charge of $3 plus $0.0125 per $1,000 of basic insurance coverage (or total insurance coverage, if greater). We limit this charge to $18 each month.
	For FirstLine II policies, each month we deduct an administrative charge of $3 plus $0.025 per $1,000 of basic insurance coverage (or total insurance coverage, if greater). We currently limit this charge to $33 each month.
	This charge helps offset the costs we incur in administering the policy, including costs associated with:
	Billing and collecting premiums; Processing claims and policy transactions; Keeping records; Reporting and communicating with policy owners; and Our overhead and other expenses.
	Cost of Insurance. Each month we deduct a cost of insurance charge equal to our current monthly cost of insurance rates multiplied by the net amount at risk for each segment of your basic insurance coverage. The net amount at risk as calculated on each monthly processing date equals the difference between:
	Your current base death benefit, discounted to take into account one month's interest earnings at an assumed 3.00% annual interest rate for FirstLine policies and 4.00% annual interest rate for FirstLine II policies; and Your policy value minus the periodic fees and charges due on that date, other than cost of insurance charges.
	Monthly cost of insurance rates are based on the insured person's age at issue, gender, risk class and amount of insurance coverage on the policy date and each date you increase your insurance coverage (a "segment date") and the segment year. They will not, however, be greater than the guaranteed cost of insurance rates shown in the policy, which are based on the 1980 Commissioner's Standard Ordinary Sex (and, for FirstLine policies, Smoker) Distinct Mortality Tables. We will apply unisex rates where appropriate under the law. This currently includes policies issued in the state of Montana and policies issued to employers or employee organizations in connection with employment related insurance or benefit programs. The rates that apply to you will be set forth in your policy. See the Fees and Charges - Periodic Fees and Charges table on page 9 for the minimum and maximum cost of insurance rates and the rates for a representative insured person.
	Separate cost of insurance rates apply to each segment of your insurance coverage and your riders. The maximum rates for the initial segment and each new segment of your insurance coverage will be printed in your policy schedule pages.

The cost of insurance charge varies from month to month because of changes in your net amount at risk, changes in your death benefit and the increasing age of the insured person. The net amount at risk is affected by the same factors that affect your policy value, namely:
The net premium applied to your policy; The fees and charges we deduct; Any partial withdrawals you take; Interest earnings on the amounts allocated to the fixed account; Interest earned on amounts held in the loan account; and The investment performance of the funds underlying the sub-accounts of the variable account.
We calculate the net amount at risk separately for each segment of your insurance coverage. We allocate the net amount at risk to segments of the base death benefit in the same proportion that each segment has to the total base death benefit for all insurance coverage as of the monthly processing date.
There are no cost of insurance charges during the continuation of coverage period.
The cost of insurance charge compensates us for the ongoing costs of providing insurance coverage, including the expected cost of paying death benefit proceeds that may be more than your policy value.
Death Benefit Guarantee Charge. If you have the death benefit guarantee feature and a FirstLine policy, each month during the guarantee period we currently deduct a death benefit guarantee charge of $.005 per $1,000 of basic insurance coverage. We guarantee that this charge will never be more than $0.01 per $1,000 of basic insurance coverage.
This charge helps compensate us for the costs associated with providing the death benefit guarantee.
Optional Rider Fees and Charges
There may be separate fees and charges for optional rider benefits. See the Fees and Charges - Optional Rider Fees and Charges table on page 10, and the Additional Insurance Benefits - Optional Rider Benefits section on page 34 for more information about the optional rider benefits and the applicable fees and charges.
Waiver and Reduction of Fees and Charges
We may waive or reduce any of the fees and charges under the policy, as well as the minimum amount of insurance coverage set forth in this prospectus. Any waiver or reduction will be based on expected economies that result in lower sales, administrative or mortality expenses. For example, we may expect lower expenses in connection with sales to:
Certain groups or sponsored arrangements (including our employees, employees of our affiliates, our appointed sales agents and certain family members of each of these groups of individuals); Corporate purchasers; Our policyholders or the policyholders of our affiliated companies, or Certain groups or individuals who purchase the policy through investment professionals who charge a fee for their services.
Any variation in fees and charges will be based on differences in costs or services and our rules in effect at the time. We may change our rules from time to time, but we will not unfairly discriminate in any waiver or reduction.

		Fund Fees and Expenses
		A fund's fees and expenses are set by the fund and may change from year to year. They are deducted from the fund's assets and are not direct charges against a sub-account's assets or policy values. Rather, they are included when each underlying fund computes its net asset value, which is the share price used to calculate the unit values of the sub-accounts. See the Fees and Charges - Fund Fees and Expenses table on page 12 for the minimum and maximum total annual fund expenses of the funds available through the policy. See also Appendix B for each fund's total annual fund expenses.
		For a more complete description of the funds' fees and expenses, review each fund's prospectus.
		Each of the funds or their affiliates pays us compensation for recordkeeping, administration or other services. The amount of compensation is usually based on the aggregate assets of the fund from policies that we issue or administer. Some funds or their affiliates pay us more than others and some of the amounts we receive may be significant.
		*Death Benefits*
In the policy the amount of insurance coverage you select is referred to as the "Face Amount."		You decide the amount of life insurance protection you need, now and in the future. Generally, we require a minimum of $50,000 of basic insurance coverage to issue your policy. We may lower this minimum for certain group, sponsored or corporate purchasers. The amount of insurance coverage in effect on your policy date is your initial coverage segment. If you have an adjustable term insurance rider, at issue we restrict the amount of the rider benefit to no more than nine times your basic insurance coverage.
		You can combine the long-term advantages of permanent life insurance with the flexibility and short-term advantages of term life insurance through the policy. The base policy provides the permanent element of your coverage. The adjustable term insurance rider provides the term insurance element of your coverage.

		It may be to your economic advantage to include part of your insurance coverage under the adjustable term insurance rider. The adjustable term insurance rider has no cash value, however, and provides no growth potential. Both the cost of insurance under the term insurance rider and the cost of insurance under the base policy are deducted monthly from your policy value and generally increase with the age of the insured person.
		Changes in the Amount of Your Insurance Coverage
		Subject to certain limitations, you may change the amount of your insurance coverage after the first policy year (first monthly processing date for an increase). The change will be effective on the next monthly processing date after we receive your written request.
		There may be underwriting or other requirements that must be met before we will approve a change. After we approve your request to change the amount of insurance coverage under the policy, we will send a new policy schedule page to you. You should attach it to your policy. We may ask you to return your policy to our customer service center so that we can make this change for you.
		Changes in the amount of your insurance coverage must be for at least $1,000.
		A requested increase in basic insurance coverage will cause a new coverage segment to be created. Once we create a new segment, it is permanent unless law requires differently.

Each new segment will have:
A new sales charge; New cost of insurance charges, guaranteed and current; A new incontestability period; A new suicide exclusion period; A new target premium; A new minimum annual premium during the no-lapse guarantee period; and A new surrender charge.
If a death benefit option change causes the amount of basic insurance coverage to increase, no new segment is created. Instead, the size of each existing segment(s) is (are) changed. If it causes the amount of basic insurance coverage to decrease, each segment is decreased.
In determining the net amount at risk for each coverage segment we allocate the net amount at risk among the basic coverage segments in the same proportion that each segment bears to the total amount of basic insurance coverage.
You may not decrease the amount of your insurance coverage below the minimum we require to issue you a policy. Decreases in insurance coverage may result in:
Surrender charges on the amount of the decrease; Reduced target premium amounts; and Reduced cost of insurance charges.
Requested reductions in the amount of insurance coverage will first decrease your total insurance coverage amount. We decrease your basic insurance coverage amount only after your adjustable term insurance rider coverage is reduced to zero. If you have more than one segment, we divide decreases in basic coverage among your coverage segments pro rata unless law requires differently.
We reserve the right to not approve a requested change in your insurance coverage that would disqualify your policy as life insurance under Section 7702 of the Internal Revenue Code. In addition, we may refuse to approve a requested change in your insurance coverage that would cause your policy to become a modified endowment contract under Section 7702A of the Internal Revenue Code without your prior written acknowledgment accepting your policy as a modified endowment contract. Decreasing the amount of insurance coverage under your policy could cause your policy to be considered a modified endowment contract. If this happens, prior and subsequent distributions from the policy (including loans) may be subject to adverse tax treatment. You should consult a tax adviser before changing your amount of insurance coverage. *See Distributions Other than Death Benefits* - Modified Endowment Contracts, page 49.**
Continuation of Coverage
The continuation of coverage feature automatically continues your insurance coverage in force beyond the policy anniversary nearest the insured person's 100^th birthday (the "continuation of coverage period"), unless prohibited by state law. If you do not surrender your policy before this date, on this date:
The amount of your total insurance coverage becomes your basic insurance coverage amount; Death benefit options 2 and 3 are converted to death benefit option 1, if applicable; All riders are terminated; Your net policy value is transferred into the fixed account and subsequent transfers into the sub-accounts are not allowed; and Dollar cost averaging and automatic rebalancing programs are terminated.
Your insurance coverage continues in force until the death of the insured person, unless the policy lapses or is surrendered. However:
We accept no further premium payments; and We deduct no further fees and charges except transaction fees and charges, if applicable.

		Partial withdrawals and loans are allowed during the continuation of coverage period. If we pay a persistency refund on the fixed account, it will be credited to your policy. If you have an outstanding loan, interest continues to accrue. If you fail to make sufficient loan or loan interest payments, it is possible that the outstanding loan amount plus accrued loan interest may become greater than your policy value and cause your policy to lapse. To avoid lapse, you may repay the loan and loan interest during the continuation of coverage period.
		If you wish to stop coverage during the continuation of coverage period, you may surrender your policy and receive the net policy value. There is no surrender charge during this period. All other normal consequences of surrender apply. *See Termination of Coverage* - Surrender, page 46.**
		The continuation of coverage feature is not available in all states. If a state has approved this feature, it is automatic under your policy. In certain states the death benefit during the continuation of coverage period is the net policy value. Contact your agent/registered representative or our customer service center to find out if this feature is available in your state and which type of death benefit applies in your state.
		The tax consequences of coverage continuing beyond the insured person's 100^th birthday are uncertain. You should consult a tax adviser as to those consequences. See Other Tax Matters - Continuation of a Policy Beyond Age 100, page 50.
		Death Benefit Qualification Tests
		The death benefit proceeds are generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance. Your policy will meet this definition of life insurance provided that it meets the requirements of either the guideline premium test or the cash value accumulation test.
In the policy the "guideline premium test" is referred to as the "Guideline Premium/Cash Value Corridor Test."
		When you apply for a policy you must choose either the guideline premium test or the cash value accumulation test to make sure your policy complies with the Internal Revenue Code's definition of "life insurance." You cannot change this choice once the policy is issued.
		Guideline Premium Test. The guideline premium test requires that premium payments do not exceed certain statutory limits and your death benefit is at least equal to your policy value multiplied by a factor defined by law. The guideline premium test provides for a maximum amount of premium in relation to the death benefit and a minimum amount of death benefit in relation to policy value. The factors for the guideline premium test can be found in Appendix A to this prospectus.
		Cash Value Accumulation Test. The cash value accumulation test requires a policy's surrender value not to exceed the net single premium necessary to fund the policy's future benefits. Under the cash value accumulation test, there is generally no limit to the amount that may be paid in premiums as long as there is enough death benefit in relation to policy value at all times. The death benefit at all times must be at least equal to an actuarially determined factor, depending on the insured person's age, gender and for FirstLine policies only, risk class at any point in time, multiplied by the policy value. A description of how the cash value accumulation test factors are determined can be found in Appendix A to this prospectus.

Which Death Benefit Qualification Test to Choose. The guideline premium test limits the amount of premium that may be paid into a policy. If you do not desire to pay premiums in excess of the guideline premium test limitations, you should consider the guideline premium test.
The cash value accumulation test does not limit the amount of premium that may be paid into a policy. If you desire to pay premiums in excess of the guideline premium test limitations you should elect the cash value accumulation test. However, any premium that would increase the net amount at risk is subject to evidence of insurability satisfactory to us. Required increases in the death benefit due to growth in policy value will generally be greater under the cash value accumulation test than under the guideline premium test. Required increases in the death benefit will increase the cost of insurance under the policy, thereby reducing the policy value.
Death Benefit Options
There are two or three death benefit options available under the policy, depending on which policy you own and when it was delivered. You choose the option you want when you apply for the policy. You may change that choice after your first monthly processing date and before age 100.
Option 1. Under death benefit option 1, the base death benefit is the greater of:
The amount of basic insurance coverage in effect on the date of the insured person's death; or Your policy value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.
Under this option your base death benefit will remain level unless your policy value multiplied by the appropriate factor described in Appendix A exceeds the amount of basic insurance coverage. In this case, your death benefit will vary as the policy value varies.
With option 1, positive investment performance generally reduces your net amount at risk, which lowers your policy's cost of insurance charge. Option 1 also offers insurance coverage at a set amount with potentially lower cost of insurance charges over time.
Option 2. Under death benefit option 2, the base death benefit is the greater of:
The amount of basic insurance coverage in effect on the date of the insured person's death plus your policy value; or Your policy value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.
Under this option your base death benefit will vary as the policy value varies and investment performance is reflected in your insurance coverage.
Option 2 is not available after age 100. If option 2 is in effect at age 100, it automatically converts to death benefit option 1. *See Death Benefits* - Continuation of Coverage, page 27.**

Option 3 (available only on FirstLine policies delivered on or before December 31, 1997). Under death benefit option 3, the base death benefit is the greater of:
The amount of basic insurance coverage in effect on the date of the insured person's death plus premiums paid minus withdrawals taken; or Your policy value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.
Under this option your base death benefit will vary as you pay premiums and take withdrawals or if your policy value multiplied by the appropriate factor described in Appendix A exceeds the amount of basic insurance coverage plus premiums paid minus withdrawals taken.
Option 3 is not available after age 100. If option 3 is in effect at age 100, it automatically converts to death benefit option 1. *See Death Benefits* - Continuation of Coverage, page 27.**
Which Death Benefit Option to Choose. If you are satisfied with the amount of your basic insurance coverage and prefer to have premium payments and favorable investment performance reflected to the maximum extent in the policy value and lower cost of insurance charges, you should choose death benefit option 1. If you prefer to have premium payments and favorable investment performance reflected partly in the form of an increasing death benefit, you should choose death benefit option 2. If you require a specific death benefit which would include a return of the premium paid, death benefit option 3 (if available) may best meet your needs.
Changing Death Benefit Options. On or after the first monthly processing date and before age 100 you may change death benefit options as described below. We may require evidence of insurability under our normal rules of underwriting for some death benefit option changes.
Changing your death benefit option may reduce or increase your basic and total insurance coverage amounts but it will not change the amount of your base and total death benefits. We may not approve a death benefit option change if it reduces the amount of insurance coverage below the minimum we require to issue your policy. The following death benefit option changes are allowed, and on the effective date of the change the amount of your basic insurance coverage will change as follows:
Change From:	Change To:	Basic Insurance Coverage Following the Change:
Option 1	Option 2	Your basic insurance coverage before the change minus your policy value as of the effective date of the change.
Option 2	Option 1	Your basic insurance coverage before the change plus your policy value as of the effective date of the change.
Option 3 (available only on certain FirstLine policies)	Option 1	Your basic insurance coverage before the change plus the sum of all premium payments we have received minus all partial withdrawals you have taken as of the effective date of the change.

		No-Lapse and Death Benefit Guarantees
In the policy, the "no-lapse guarantee period" is referred to as the "Special Continuation Period."		No-lapse Guarantee. The policy has a no-lapse guarantee which provides that the policy will not lapse during the first three policy years (the no-lapse guarantee period) regardless of its surrender value, if on a monthly processing date:
		Premiums you have paid, minus partial withdrawals that you have taken, minus outstanding loans, including accrued loan interest, is greater than or equal to; The cumulative minimum monthly premium for each policy month from the first month of your policy through the current monthly processing date.
		The minimum monthly premium is one-twelfth of the minimum annual premium. Your minimum annual premium is based on:
		The amount of your basic insurance coverage; The insured person's age, gender and risk class; and Additional rider coverage on your policy.
		Your minimum annual premium is shown in the schedule pages of your policy. We may reduce the minimum annual premium for group or sponsored arrangements, or for corporate purchasers.
		During the no-lapse guarantee period, if there is not enough surrender value to pay the periodic fees and charges due each month and you have satisfied these requirements, we do not allow your policy to lapse. We do not permanently waive these charges. Instead, we continue to deduct these charges which may result in a negative surrender value, unless you pay enough premium to prevent this. The negative balance is your unpaid monthly periodic fees and charges owing. At the end of the no-lapse guarantee period, to avoid lapse of your policy you must pay enough premium to bring the surrender value to zero plus the amount that covers your estimated monthly periodic fees and charges for the following two months. *See Termination of Coverage* - Lapse, page 46.**
		There is no charge for this guarantee.
In the policy, the death benefit guarantee feature is referred to as the "Guaranteed Minimum Death Benefit."		Death Benefit Guarantee. The policy has a death benefit guarantee which provides that the policy will not lapse even if the surrender value is not enough to pay the periodic fees and charges each month.
		This is an optional benefit that may be selected only when you apply for the policy. The death benefit guarantee extends the period that your policy's basic insurance coverage remains in force even if the surrender value declines due to poor investment performance of the funds. The FirstLine policy offers two death benefit guarantee options, while the FirstLine II policy offers only the first. For FirstLine II policies, there is no charge for this benefit. These options vary primarily by the length of the guarantee period:
		The greater of ten policy years or until the insured person reaches age 65; or The lifetime of the insured person or to the policy anniversary nearest the insured person's 100^th birthday.
		To keep the death benefit guarantee in force:
		You must pay premium at least equal to the guarantee period annual premium; and Your net policy value must meet certain diversification requirements.
		The guarantee period annual premium for the first death benefit guarantee option (the greater of ten policy years or until the insured person reaches age 65) is based on:
		The amount of your basic insurance coverage; The insured person's age, gender and risk class; and Additional rider coverage on your policy.

For FirstLine policies, the guarantee period annual premium for the second death benefit guarantee option (the lifetime of the insured person or to the policy anniversary nearest the insured person's 100^th birthday) is based on a percentage of the guideline level premium calculated under the federal tax laws. The guarantee period annual premium for the second option will be greater than that required for the first option.
Your guideline level annual premium depends on:
The amount of your basic insurance coverage; The insured person's age, gender, risk class (for FirstLine policies only) and underwriting characteristics; The death benefit option you choose; Additional rider coverage on your policy; and Other additional benefits on your policy.
Although the required guarantee period annual premium level is different for the two options, the death benefit guarantee operates similarly for either option.
On each monthly processing date we test to see if you have paid enough premium to keep your guarantee in place. We take the actual premiums we have received and subtract the partial withdrawals and loans (including accrued interest) you have taken. The result must equal or exceed the sum of the guarantee period monthly premium payments for each policy month starting with your first policy month through the end of the policy month that begins on the current monthly processing date. A guarantee period monthly premium is equal to one-twelfth of the guarantee period annual premium.
You must continually meet the premium requirements for the death benefit guarantee to remain in effect. If your policy benefits increase, the guarantee period annual premium increases.
In addition, to keep the death benefit guarantee in force your net policy value on any monthly processing date must be diversified as follows:
Your net policy value is invested in at least five investment options; and No more than 35% of your net policy value is in any one investment option.
Your policy will continue to meet the diversification requirements if you have dollar cost averaging which results in transfers into at least four sub-accounts with no more than 35% of any transfer directed to any one or you have automatic rebalancing and meet the two diversification tests listed above. See Transfers - Dollar Cost Averaging, page 42 and Transfers - Automatic Rebalancing, page 42.
You should consider the following factors in relation to the death benefit guarantee:
If you have the death benefit guarantee, the guarantee period annual premium will be shown on your policy schedule page. (*See Purchasing a Policy* - Premium Payments, page 17); If your policy fails to satisfy either the annual premium or diversification test we will send you a notice and give you a thirty day opportunity to correct the condition. If you do not correct it, the death benefit guarantee terminates; Once it terminates, you cannot reinstate the death benefit guarantee and the guarantee period annual premium no longer applies to your policy; Even if the death benefit guarantee terminates, your policy will not necessarily lapse (See Termination of Coverage - Lapse, page 46**).
For FirstLine policies only, there is a charge each month if you select this guarantee.

	*Additional Insurance Benefits*
	Your policy may include additional insurance benefits, attached by rider. There are two types of riders:
	Those that provide optional benefits that you must select before they are effective; and Those that automatically come with the policy.
	The following information does not include all of the terms and conditions of each rider, and you should refer to the rider to fully understand its benefits and limitations. We may offer riders not listed here. Not all riders may be available under your policy. Contact your agent/registered representative for a list of riders and their availability.
	Optional Rider Benefits
	The following riders may have an additional cost, but you may cancel optional riders at any time. Adding or canceling riders may have tax consequences. See Distributions Other than Death Benefits - Modified Endowment Contracts, page 49.
	Accidental Death Benefit Rider. This rider will pay the benefit amount selected if the insured person dies as a result of an accident. At issue the insured person must be at least age 10 and no more than age 65. Minimum coverage is $5,000. Maximum coverage is the lesser of $200,000 or two times the basic insurance coverage. The maximum monthly charge for standard coverage under this rider is $0.13 per $1,000 of rider coverage depending on the insured person's age. The actual rates that apply to you may be lower and will be stated in your policy. *See the Fees and Charges* - Optional Rider Fees and Charges table on page 10 for the minimum rates, maximum rates and the rates for a representative insured person.**
	This rider is not available with FirstLine II policies.
	Additional Insured Rider. This rider provides death benefits upon the death of a named immediate family member. The insured person can be no older than age 85. You may add up to nine additional insured riders to your policy. We require proof of insurability for each person. Minimum coverage for each person is $10,000. Maximum coverage for all additional insured persons is five times your total basic insurance coverage. There is no defined premium for a given amount of additional insured rider coverage. Instead, we deduct a separate monthly cost of insurance charge from your policy value. The cost of insurance for this rider is calculated as the monthly cost of insurance rate for the rider coverage(s) multiplied by the additional insured rider death benefit(s) in effect at the monthly processing date. The cost of insurance rates are determined by us from time to time. They are based on the issue age(s), gender(s) and risk class(es) of the insured person(s), as well as the length of time since the rider was added to your policy. Rates for this rider will not exceed the levels in the 1980 Commissioner's Standard Ordinary Sex and (for FirstLine policies only) Smoker Distinct Mortality Table. *See the Fees and Charges* - Optional Rider Fees and Charges table on page 10 for the minimum rates, maximum rates and the rates for a representative insured person.**