N-6/A

As filed with the Securities and Exchange				Registration No. 333-117329
Commission on September 10, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933					[X]
	Pre-Effective Amendment No. 1				[X]
	Post-Effective Amendment No. ___				[ ]
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)
Jeffery R. Berry, Chief Counsel
ING Americas (U.S. Legal Services)
151 Farmington Avenue, TS31, Hartford Connecticut 06156
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 September XX, 2004, pursuant to paragraph (b) of Rule 485
		[  ]	60 days after filing pursuant to paragraph (a)(1) of Rule 485
		[  ]	on ____________ 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.

PART A

INFORMATION REQUIRED IN A PROSPECTUS

ASSET ACCUMULATOR
A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
issued by
Security Life of Denver Insurance Company and its Security Life Separate Account L1

The Policy		The Fund Families
Is issued by Security Life of Denver Insurance Company.		;Funds from the following fund families are available through the policy.
Is returnable by you during the free look period if you are not satisfied.
Premium Payments
Are flexible, so the premium amount and frequency may vary.		Alger American Funds
Are allocated to the variable account and the fixed account, based on your instructions.		American Funds Insurance Series
Are subject to specified fees and charges.
The Policy Value		Fidelity® Variable Insurance Products Funds
Is the sum of your holdings in the fixed account, the variable account and the loan account.
		ING Investors Trust
Has no guaranteed minimum value under the variable account. The value varies with the value of the sub-accounts you select.		ING Partners
		ING Strategic Allocation Portfolios
Has a minimum guaranteed rate of return for amounts in the fixed account.
Is subject to specified fees and charges including possible surrender charges.		ING VP Portfolios
Death Benefit Proceeds		ING Variable Products (VP) Trust
Are paid if your policy is in force when the insured person dies.
Are calculated under your choice of options:		INVESCO Variable Investment Funds, Inc.
	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;
		Janus Aspen Series
		Pioneer Variable Contracts Trust
	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
		Putnam Variable Trust ;
	Option 3 - 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.

This prospectus describes what you should know before purchasing the Asset Accumulator variable universal life insurance policy. Please read it carefully and keep it for future reference.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The policy described in this prospectus is not a deposit with, obligation of or guaranteed or endorsed by any bank, nor is it insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency.

;The date of this prospectus is September XX, 2004 ;

TABLE OF CONTENTS

	Page		Page
POLICY SUMMARY .............................		Termination of Coverage ................................
The Policy's Features and Benefits ...............		TAX CONSIDERATIONS ............................
Factors You Should Consider Before		Tax Status of the Company ..............................
Purchasing a Policy ............................		Tax Status of the Policy .................................
Fees and Charges ....................................		Diversification and Investor Control Requirements .
THE COMPANY, THE FIXED ACCOUNT		Tax Treatment of Policy Death Benefits ..............
AND THE VARIABLE ACCOUNT ......		Distributions Other than Death Benefits ...............
Security Life of Denver Insurance Company ....		Other Tax Matters ........................................
The Investment Options ............................		ADDITIONAL INFORMATION ....................
DETAILED INFORMATION ABOUT THE		General Policy Provisions ...............................
POLICY ........................................		Distribution of the Policies ..............................
Purchasing a Policy .................................		Trading - Industry Developments.......................
Fees and Charges ....................................		Legal Proceedings ........................................
Death Benefits .......................................		Financial Statements .....................................
Additional Insurance Benefits .....................		APPENDIX A ............................................	A-1
Policy Value ..........................................		APPENDIX B ............................................	B-1
Special Features and Benefits.......................		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			Policy Date
Fixed Account .			Policy Value
Fixed Account Value			Segment or Coverage Segment
Loan Account			Surrender Value
Loan Account Value			Target Premium
Monthly Processing Date			Valuation Date
Net Premium			Variable Account
Net Policy Value			Variable Account Value
"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 5065 Minot, ND 58702-5065 1-877-253-5050

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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
The Policy	;This prospectus describes our standard Asset Accumulator 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. ;
Premium Payments See Premium Payments, page XX.	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 a premium expense 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 XX.	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. The length of the free look period that applies in your state will be stated in your policy. 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 free look refund that applies in your state with 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 ING Liquid Assets Portfolio until after the free look period ends.
Death Benefits See Death Benefits, page XX.	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 three death benefit options available under your policy:
		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 - 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.

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Death Benefits (Continued)	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 100th 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.
Death Benefit Guarantees See Death Benefit Guarantees, page XX.	Your policy will not lapse as long as your policy value minus any loan account value and accrued loan interest (the "net policy value") is enough to pay the periodic fees and charges when due. Even if your net policy value is not enough to pay the periodic fees and charges, when due, the policy has two optional death benefit guarantees which can keep your policy from lapsing:
		For issue ages 25-75, the 20-Year/Age 65 death benefit guarantee is an optional benefit that may be available, but only when you apply for the policy. If you select this guarantee, your policy and any adjustable term insurance rider coverage is guaranteed not to lapse for the greater of 20 years or to age 65 provided:
			Your cumulative premium payments, minus any partial withdrawals or loans, are at least equal to the sum of the 20-Year/Age 65 death benefit guarantee premium payments to the next monthly processing date; and Your net policy value is allocated to at least five investment options with no more than 35% invested in any one investment option.
			There is a separate monthly charge for this guarantee.
		For issue ages 25-75, the lifetime death benefit guarantee is an optional benefit that may be available, but only when you apply for the policy. If you select this guarantee, your policy and any adjustable term insurance rider coverage is guaranteed not to lapse for the lifetime of the insured person provided:
			Your cumulative premium payments, minus any partial withdrawals or loans, are at least equal to the sum of the lifetime death benefit guarantee premium payments to the next monthly processing date; and Your net policy value is allocated to at least five investment options with no more than 35% invested in any one investment option.
			There is a separate monthly charge for this guarantee.
	The death benefit guarantees are subject to state approval and may not be available in some states.
Temporary Insurance See Temporary Insurance, page XX.	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 XX.	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 XX.	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.

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Investment Options (Continued)	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% 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 XX.	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.
Asset Allocation Programs See Dollar Cost Averaging, page XX. See Automatic Rebalancing, page XX.	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. 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. There is no charge to participate in these asset allocation programs. There are, however, certain conditions on participation in these asset allocation programs. Neither of these asset allocation programs assures a profit nor do they protect you against a loss in a declining market.
Loans See Loans, page XX.	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 (or 13 monthly deductions if you take a loan within the 30-day period before 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%. 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% in policy years 1-5 and at a current rate of 3.00% (guaranteed not to exceed 3.15%) in all years thereafter. 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 XX.	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 charge a fee of $10 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 XX.	You may surrender your policy for its surrender value at any time after the free look period while the insured person is alive. 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 nine years of each segment of basic insurance coverage. Surrender charge rates increase after the first segment year, remain level during segment years two through five and then decrease uniformly each segment year thereafter to zero at the beginning of the tenth segment year. Surrender charge rates vary by the insured person's age at the time each basic insurance coverage segment is established. ;

Asset Accumulator - 5

Surrenders (continued)

All insurance coverage ends on the date we receive your surrender request. If you surrender your policy it cannot be reinstated. Surrendering the policy may have tax consequences, and you should consult with a tax adviser before surrendering your policy.

Reinstatement See Reinstatement, page XX.

You may reinstate your policy (other than the death benefit guarantee) and riders within five years of lapse if you still own the policy and did not surrender it and the insured person is still insurable. You will need to pay the required reinstatement premium. If you had an outstanding loan when coverage lapsed, we will reinstate it with accrued loan interest to the date of the lapse. When we reinstate your policy, we reinstate the surrender charges for the amount and time remaining when your policy lapsed. A policy that is reinstated more than 90 days after lapsing may be considered a modified endowment contract for tax purposes. Reinstating your policy may have tax consequences, and you should consult with a tax adviser before reinstating your policy.

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 XX.	;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 XX.	Your policy may lapse and your insurance coverage under the policy may terminate if on any monthly processing date:
		A death benefit guarantee is not in effect; and Your net policy 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 net policy value. Before taking a partial withdrawal or loan consider its effect on your ability to keep your policy from lapsing.

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Investment Risk See The Variable Account, page XX.	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%.
Exchanges See Purchasing a Policy, page XX.	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 XX.	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 See Distribution of the Policies, page XX.	We pay compensation to broker/dealers who sell the policy. ;Broker/dealers may be able to choose to receive 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.
Asset Accumulator - 7

Fees and Charges

The following tables describe the fees and charges you will pay when buying, owning and surrendering the policy.

Transaction Fees and Charges The following table describes the fees and charges deducted at the time you buy the policy, make a partial withdrawal, surrender your policy or request an excess illustration. See Fees and Charges - Transaction Fees and Charges, page XX.

Charge	When Deducted	Amount Deducted
Premium Expense Charge	Deducted when you make a premium payment.	9.50% of premium up to target premium and 8.50% of premium in excess of target premium in segment year 1, and lower thereafter.
Partial Withdrawal Fee	Deducted when you take a partial withdrawal.	$10.
Surrender Charge 1	Deducted during the first nine 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.	Minimum rates - $2.56 per $1,000 of basic insurance coverage. Maximum rates - $47.78 per $1,000 of basic insurance coverage. Rates for a representative insured person - $20 per $1,000 of basic insurance coverage. The representative insured person is a male, age 45 in the preferred no tobacco risk class.
Excess Illustration Fee	Deducted each time you request an illustration after the first each policy year.	$25 - maximum. $0 - current.

1 ;The surrender charge rates shown are for the second segment year. The rates that apply to you depend on the insured person's gender and age. 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. Surrender charge rates increase after the first segment year, remain level during segment years two through five and then decrease uniformly each segment year thereafter to zero at the beginning of the tenth segment year. ;

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Periodic Fees and Charges The following table describes the fees and charges deducted each month on the monthly processing date, not including fund fees and expenses. See Fees and Charges - Periodic Fees and Charges, page XX.

Charge	When Deducted	Amount Deducted
Cost of Insurance Charge 2	On the monthly processing date.	Minimum Rates per $1,000 of basic insurance coverage -
			$0.02 - current. $0.06 - guaranteed.
		Maximum Rates per $1,000 of basic insurance coverage -
			$9.84 - current. $18.83 - guaranteed.
		Rates for a representative insured person per $1,000 of basic insurance coverage -
			0.13 - current. $0.38 - guaranteed. The representative insured person is a male, age 45 in the preferred no tobacco risk class.
Mortality & Expense Risk Charge 3	On the monthly processing date.	Percentage of policy value invested in the variable account -
			0.038% in policy years 1-5 (0.45% on an annual basis), and lower thereafter
Policy Charge 4	On the monthly processing date.	$20 per month in policy years 1 - 10 and lower thereafter.
Administrative Charge 5	On the monthly processing date.	Minimum Rates per $1,000 of basic insurance coverage (or total insurance coverage, if greater) - $0.01 Maximum Rates per $1,000 of basic insurance coverage (or total insurance coverage, if greater) - $0.50 Rates for a representative insured person per $1,000 of basic insurance coverage (or total insurance coverage, if greater) - $0.02 The representative insured person is age 45.
Loan Interest Charge	Accrues daily but is due in arrears on each policy anniversary.	3.75% per annum of the amount held in the loan account in policy years 1-5, and lower thereafter.

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. A segment or coverage segment is a block of 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 monthly mortality and expense risk charge rate has been rounded to the nearest one hundredth of one percent. Consequently, the actual rates are either more or less than these rounded rates. See Periodic Fees and Charges - Mortality and Expense Risk Charge, page XX for the monthly rate without rounding.
4	;For fully underwritten policies this charge is $15 per month during the first ten policy years and lower thereafter.
5	The administrative charge applies to the first $10 million of coverage and decreases after the tenth policy year. The rates shown have been rounded to the nearest penny. Consequently, the actual rates are either more or less than these rounded rates. The rates vary depending on the issue age of the insured person and the rates for the representative insured person listed above may be more or less than you will pay. You should contact your agent/registered representative for information about the rates that apply to you. ;

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Optional Rider Fees and Charges The following table describes the charges deducted if you elect any of the optional rider benefits. See Fees and Charges - Optional Rider Fees and Charges, page XX.

Rider	When Deducted	Amount Deducted
Adjustable Term Insurance Rider 6	On the monthly processing date.	Minimum Rates per $1,000 of rider benefit -
			$0.01 - current. $0.07 - guaranteed.
		Maximum Rates per $1,000 of rider benefit -
			$3.47 - current. $23.65 - guaranteed.
		Rates for a representative insured person per $1,000 of rider benefit -
			$0.03 - current. $0.47 - guaranteed. The representative insured person is a male age 45 in the preferred no tobacco risk class.
20-Year/Age 65 Death Benefit Guarantee Rider Charge 7	On each monthly processing date during the guarantee period.	Minimum Rates - $0.01 per $1000 of guaranteed coverage. Maximum Rates - $0.02 per $1000 of guaranteed coverage. Rates for a representative insured person - $0.01 per $1000 of guaranteed coverage. The representative insured person is age 45.
Lifetime Death Benefit Guarantee Rider Charge 7	On each monthly processing date during the guarantee period.	Minimum Rates - $0.02 per $1000 of guaranteed coverage. Maximum Rates - $0.06 per $1000 of guaranteed coverage. Rates for a representative insured person - $0.02 per $1000 of guaranteed coverage. The representative insured person is age 45.
Waiver of Cost of Insurance Rider 8	On the monthly processing date.	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.
Waiver of Specified Premium Rider 8	On the monthly processing date.	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 benefit. The representative insured person is age 45.

6	The rates shown are for the first policy year and have been rounded to the nearest penny. Consequently, the actual rates are either more or less than these rounded rates. The rates for a particular rider depend on various factors that may include the insured person's age, gender, policy duration and/or risk class. Rates generally increase each year after the first policy year. 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.
7	The rates for these guarantees depend on the insured person's age at issue. The minimum rate and the representative rate for the 20-year/Age 65 Death Benefit Guarantee Rider have been rounded up to the nearest penny, and the actual rates may be more or less than these rounded rates. The other rates stated have been rounded to the nearest penny, consequently, the actual rates may be more or less than these rounded rates. 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.
8	The rates shown are for the first policy year. The rates for a particular rider depend on various factors that may include the insured person's age, gender, policy duration and/or risk class. Rates generally increase each year after the first policy year. 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.

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Fund Fees and Expenses. The following table shows the minimum and maximum fund fees and expenses that you may pay during the time you own the policy. These may change from year to year. You should review the fund prospectuses for details about the fees and charges specific to a particular fund.

Annual Total Fund Expenses (expenses deducted from fund assets)

	Minimum	Maximum
Total Gross Annual Fund Expenses 9	0.28%	2.40%
Total Net Annual Fund Expenses 9, 10	0.28%	1.49%

9

Total Gross Annual Fund Expenses include management fees, distribution (12b-1) fees and other expenses.

10

The Total Net Annual Fund Expense figures take into account contractual arrangements that require reimbursement or waiver of certain fund fees and expenses at least through the end of this year. Out of all funds available through the policy, 17 have contractual arrangements to reimburse or waive certain fees and expenses. Generally, these arrangements provide that fees and expenses will be reimbursed or waived above a certain levels for a specific period of time. See the Fund Expense Table on page XX for more detailed information about these contractual arrangements. The minimum and maximum total net annual fund expenses shown take into account all of the available funds, not just those with contractual arrangements.

Asset Accumulator - 11

Fund Expense Table.¹ The following table shows the investment advisory fees and other expenses charged annually by each fund. Fund fees are one of the factors that impact the value of a fund share. To learn about additional factors, please see the fund prospectuses. See also Fees and Charges - Fund Fees and Expenses, page XX. The following figures are a percentage of the average net assets of each fund as of December 31, 2003.

Fund Name	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Gross Annual Fund Expenses	Fees and Expenses Waived or Reimbursed	Total Net Annual Fund Expenses
;AIM V.I. Capital Appreciation Fund - Series I	0.61%	--	0.24%	0.85%	--	0.85%
AIM V.I. Government Securities Fund - Series I	0.47%	--	0.29%	0.76%	--	0.76%
AIM V.I. High Yield Fund - Series I 2, 3	0.63%	--	0.43%	1.06%	0.01%	1.05%
Alger American Growth Portfolio - Class O Shares	0.75%	--	0.10%	0.85%	--	0.85%
Alger American Leveraged AllCap Portfolio -    Class O Shares	0.85%	--	0.12%	0.97%	--	0.97%
Alger American MidCap Growth Portfolio - Class    O Shares	0.80%	--	0.13%	0.93%	--	0.93%
American Funds Insurance Series - Growth Fund -    Class 2	0.37%	0.25%	0.02%	0.64%	N/A	0.64%
American Funds Insurance Series - Growth -    Income Fund - Class 2	0.33%	0.25%	0.01%	0.59%	N/A	0.59%
American Funds Insurance Series - International    Fund - Class 2	0.57%	0.25%	0.06%	0.88%	N/A	0.88%
FidelityÒ VIP Asset Manager SM Portfolio -    Service Class	0.53%	0.10%	0.11%	0.74%	--	0.74%
FidelityÒ VIP Growth Portfolio - Service Class	0.58%	0.10%	0.09%	0.77%	--	0.77%
FidelityÒ VIP Overseas Portfolio - Service Class	0.73%	0.10%	0.17%	1.00%	--	1.00%
ING Hard Assets Portfolio - Class I 4, 5, 6	0.68%	--	0.01%	0.69%	--	0.69%
ING JPMorgan Small Cap Equity Portfolio -    Class I 4, 5, 7, 8	0.90%	--	--	0.90%	--	0.90%
ING Legg Mason Value Portfolio - Class I 4, 5, 7, 8	0.81%	--	--	0.81%	--	0.81%
ING Liquid Assets Portfolio - Class S 5, 9	0.27%	--	0.26%	0.53%	--	0.53%
ING Marsico Growth Portfolio - Class I 4, 5, 6, 8	0.79%	--	--	0.79%	--	0.79%
ING Mercury Focus Value Portfolio - Class I 4, 5, 7	0.80%	--	--	0.80%	--	0.80%
ING MFS Mid Cap Growth Portfolio -    Class I 4, 5, 6, 8, 10	0.64%	--	0.01%	0.65%	--	0.65%
ING MFS Total Return Portfolio - Class I 4, 5, 6, 8, 10	0.64%	--	0.01%	0.65%	--	0.65%
ING Salomon Brothers Investors Portfolio -    Class I 4, 5, 6	0.75%	--	--	0.75%	--	0.75%
ING Stock Index Portfolio - Class I 4, 5, 11	0.27%	--	0.01%	0.28%	--	0.28%
ING T. Rowe Price Capital Appreciation Portfolio -    Class I 4, 5, 6, 8	0.68%	--	0.01%	0.69%	--	0.69%
ING T. Rowe Price Equity Income Portfolio -    Class I 4, 5, 6, 8	0.68%	--	0.01%	0.69%	--	0.69%

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Fund Name	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Gross Annual Fund Expenses	Fees and Expenses Waived or Reimbursed	Total Net Annual Fund Expenses
ING Van Kampen Equity Growth Portfolio -    Class I 4, 5, 7	0.65%	--	0.02%	0.67%	--	0.67%
ING JP Morgan Mid Cap Value Portfolio -    Initial Class	0.75%	--	0.35%	1.10%	--	1.10%
ING PIMCO Total Return Portfolio - Initial Class	0.50%	--	0.35%	0.85%	--	0.85%
ING Salomon Brothers Aggressive Growth    Portfolio - Initial Class	0.70%	--	0.13%	0.83%	--	0.83%
ING UBS U.S. Allocation Portfolio -    Initial Class 12	0.85%	--	0.20%	1.05%	--	1.05%
ING Van Kampen Comstock Portfolio -    Initial Class 13	0.60%	--	0.35%	0.95%	0.07%	0.88%
ING VP Intermediate Bond Portfolio - Class I    Shares 14	0.40%	--	0.10%	0.50%	--	0.50%
ING VP Index Plus LargeCap Portfolio -    Class I Shares 14, 15	0.35%	--	0.08%	0.43%	--	0.43%
ING VP Index Plus MidCap Portfolio -    Class I Shares 14, 15	0.40%	--	0.10%	0.50%	--	0.50%
ING VP Index Plus SmallCap Portfolio -    Class I Shares 14, 15	0.40%	--	0.16%	0.56%	--	0.56%
ING VP Strategic Allocation Balanced Portfolio (Class I) 16, 17	0.60%	--	0.14%	0.74%	0.04%	0.70%
ING VP Strategic Allocation Growth Portfolio (Class I) 16, 17	0.60%	--	0.15%	0.75%	--	0.75%
ING VP Strategic Allocation Income Portfolio (Class I) 16, 17	0.60%	--	0.14%	0.74%	0.09%	0.65%
ING VP MagnaCap Portfolio - Class I    Shares* 18, 19, 20, 21	0.75%	--	0.39%	1.14%	0.24%	0.90%
ING VP MidCap Opportunities Portfolio - Class I    Shares 18, 19, 20	0.75%	--	0.46%	1.21%	0.31%	0.90%
ING VP SmallCap Opportunities Portfolio - Class    I Shares 20, 21, 22	0.75%	--	0.32%	1.07%	0.17%	0.90%
INVESCO VIF-Core Equity Fund -    Series I 22, 23	0.75%	N/A	0.38%	1.13%	0.00%	1.13%
INVESCO VIF-Health Sciences Fund -    Series I 22, 23	0.75%	N/A	0.33%	1.08%	00.0%	1.08%
INVESCO VIF-Small Company Growth    Fund - Series I 22, 23, 24	0.75%	N/A	0.64%	1.39%	0.09%	1.30%
INVESCO VIF-Total Return Fund -    Series I 22, 23, 24	0.75%	N/A	0.98%	1.73%	0.43%	1.30%
INVESCO VIF-Utilities Fund - Series I 22, 23, 25	0.60%	N/A	0.55%	1.15%	0.00%	1.15%
Janus Aspen International Growth Portfolio -    Service Shares 26	0.64%	0.25%	0.11%	1.00%	--	1.00%
Neuberger Berman AMT Growth Portfolio -    Class I 27	0.85%	--	0.08%	0.93%	--	0.93%
Neuberger Berman AMT Limited Maturity Bond    Portfolio - Class I 27	0.65%	--	0.09%	0.74%	--	0.74%
Pioneer Mid Cap Value VCT Portfolio -    Class I Shares	0.65%	--	0.11%	0.76%	--	0.76%
Pioneer Small Cap Value VCT Portfolio -    Class I Shares 28	0.75%	--	1.65%	2.40%	1.15%	1.25%
Putnam VT Growth and Income Fund -    Class IB Shares	0.48%	0.25%	0.05%	0.78%	N/A	0.78%

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Fund Name	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Gross Annual Fund Expenses	Fees and Expenses Waived or Reimbursed	Total Net Annual Fund Expenses
Putnam VT New Opportunities Fund -    Class IB Shares	0.59%	0.25%	0.08%	0.92%	N/A	0.92%
Putnam VT Small Cap Value Fund -    Class IB Shares	0.79%	0.25%	0.12%	1.16%	N/A	1.16%
Putnam VT Voyager Fund - Class IB Shares	0.55%	0.25%	0.07%	0.87%	N/A	0.87%
Van Eck Worldwide Bond Fund 29	1.00%	0.00%	0.21%	1.21%	0.00%	1.21%
Van Eck Worldwide Emerging Markets Fund 30	1.00%	0.00%	0.43%	1.43%	0.00%	1.43%
Van Eck Worldwide Hard Assets Fund 31	1.00%	0.00%	0.23%	1.23%	0.00%	1.23%
Van Eck Worldwide Real Estate Fund	1.00%	0.00%	0.49%	1.49%	0.00%	1.49%

1	We may receive compensation from each of the funds or their affiliates based on an annual percentage of the average net assets held in that fund by the company. The percentage paid may vary from one fund to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in this Fund Expense Table and the fund prospectuses. We may also receive additional payments for administrative, recordkeeping or other services which we provide to the funds or their affiliates or as an incentive for us to make the funds available through the policy. These additional payments are not disclosed in this Fund Expense Table and do not increase, directly or indirectly, the fees and expenses shown below. See Fees and Charges - Fund Fees and Expenses on page XX for additional information.
2	The Fund's advisor has contractually agreed to waive advisory fees or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.05%. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the 1.05% cap: (i) interest; (ii) taxes; (iii) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), as defined in the Financial Accounting Standard's Board's Generally Accepted Accounting Principles or as approved by the Fund's board of trustees; (iv) expenses related to a merger or reorganization, as approved by the Fund's board of trustees; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset a rrangements from which the Fund benefits are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. The expense limitation agreement is in effect through April 30, 2005.
3	As a result of a reorganization of another fund into the Fund, which occurred on April 30, 2004, the Fund's Total Annual Operating Expenses have been restated to reflect current expenses.
4	The table above shows the estimated operating expenses for Class I Shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates, unless otherwise noted, are based on each Portfolio's actual operating expenses for its most recently completed fiscal year, as adjusted for contractual changes, if any.
5	Through a "bundled fee" arrangement, Directed Services, Inc. (DSI), the Trust's manager, is paid a single fee for advisory, administrative, custodial, transfer agency, auditing and legal services necessary for the ordinary operation of the Portfolio. The Portfolios would bear any extraordinary expenses.
6	Because the Class I Shares of these Portfolios had not had a full year's performance during the fiscal year ended December 31, 2003, expenses are estimated based on the expenses of the Portfolio's Class S Shares for the most recently completed fiscal year.

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7	Because the Class I Shares of these Portfolios had not commenced operations prior to December 31, 2003, the Portfolios' fiscal year end, expenses are estimated based on the expenses of the Portfolio's Class S Shares for the most recently completed fiscal year.
8	A portion of the brokerage commissions that the Portfolios pay is used to reduce each Portfolio's expenses. Including these reductions and the MFS voluntary management fee waiver the "Total Annual Fund Operating Expenses" for the year ended December 31, 2003 would have been 0.89% for ING JPMorgan Small Cap Equity, 0.80% for ING Legg Mason Value, 0.77% for ING Marsico Growth, 0.61% for ING MFS Mid Cap Growth, 0.64% for ING MFS Total Return, and 0.68% for ING T. Rowe Price Capital Appreciation and ING T. Rowe Price Equity Income Portfolios. This arrangement may be discontinued at any time.
9	The table above shows the estimated operating expenses for Class S Shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates, unless otherwise noted, are based on each Portfolio's actual operating expenses for its most recently completed fiscal year, as adjusted for contractual changes, if any. "Other Expenses" shown in the table above includes a Shareholder Service Fee of 0.25%.
10	DSI has voluntarily agreed to waive a portion of its management fee for certain Portfolios. Including these waivers, the "Total Annual Fund Operating Expenses" for the year ended December 31, 2003, would have been 0.64% for ING MFS Mid Cap Growth Portfolio and 0.65% for ING MFS Total Return Portfolio. This arrangement may be discontinued by DSI at any time.
11	Because the Portfolio is new, expenses, shown above, are estimated.
12	Management/(Advisory) Fees have been restated to reflect a decrease from 0.90% to 0.85% effective May 1, 2004. Effective November 8, 2004, this portfolio's name will change to the ING Van Kampen Equity and Income Portfolio, and then effective December 1, 2004, the Management Fees and Other Expenses will be reduced to 0.55% and 0.02%, respectively.
13	The Administrator of the Fund has contractually agreed to waive all or a portion of its administrative services fees and/or reimburse administrative expenses so that the Total Net Fund Annual Operating Expenses for this Portfolio shall not exceed 0.88%, through April 30, 2005. Without this waiver, the Total Net Fund Annual Operating Expenses would be 0.95%.
14	The table above shows the estimated operating expenses for Class I shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year and fee waivers to which the Portfolio's investment adviser has agreed for each Portfolio.
15	ING Investments, LLC, the investment adviser to each Portfolio, entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolios, excluding interest, brokerage and extraordinary expenses, subject to possible recoupment by the adviser within three years. The amount of each Portfolio's expenses waived, reimbursed or recouped during the last fiscal year by the adviser is shown under "Fees and Expenses Waived or Reimbursed" in the table above. The expense limit for each Portfolio is shown as "Net Annual Fund Operating Expenses" in the table above. For each Portfolio, the expense limits will continue through at least December 31, 2004. For further information regarding the expense limitation agreements, see the Fund's prospectus.
16	These Portfolios are available effective October 1, 2004. The table above shows estimated operating expenses for Class I shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year and fee waivers to which the Portfolio's investment adviser has agreed for each Portfolio.
17	ING Investments, LLC, the investment adviser to each portfolio, entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolios, except interest, brokerage and extraordinary expenses, subject to possible recoupment by the adviser within three years. The amount of each Portfolio's expenses waived, reimbursed or recouped during the last fiscal year by the adviser is shown under "Fees and Expenses Waived or Reimbursed" in the table above. The expense limit for each Portfolio is shown as "Total Net Annual Fund Expenses" in the table above. For each Portfolio, the expense limits will continue through at least December 31, 2004. For further information regarding the expense limitation agreements, see each Portfolio's prospectus.
18	The above table shows the estimated operating expenses for Class I shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year, as adjusted for contractual changes, if any, and fee waivers to which the Portfolio's investment adviser has agreed for each Portfolio.
19	ING Funds Services, LLC receives an annual administration fee equal to 0.10% of average daily net assets which is included in Other Expenses in the above table. Estimated Other Expenses are based on each Portfolio's actual Other Expenses for its most recently completed fiscal year.

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20	ING Investments, LLC, the investment adviser to each Portfolio, has entered into a written expense limitation agreement with each Portfolio under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible recoupment by the adviser within three years. The amount of each Portfolio's expenses waived, reimbursed or recouped during the last fiscal year by the adviser is shown under Fees and Expenses Waived or Reimbursed in the above table. For each Portfolio except ING VP MidCap Opportunities Portfolio, the expense limits will continue through at least December 31, 2004. For ING VP MidCap Opportunities Portfolio, the expense limits will continue through at least December 31, 2005. For further information regarding the expense limitation agreements, see the Fund's prospectus.
21	Other Expenses, Total Annual Fund Operating Expenses and Net Annual Fund Operating Expenses in the above table exclude a one-time merger fee of 0.05% incurred in connection with the merger of another investment company into ING VP MagnaCap Portfolio.
22	The Fund has adopted a new form of administrative services and transfer agency agreements which will be effective May 1, 2004. As a result, Other Expenses have been restated to reflect the changes in fees under the new agreements.
23	The Fund's advisor is entitled to receive reimbursement from the Fund for fees and expenses paid for by the Fund's advisor pursuant to expense limitation commitments between the Fund's advisor and the Fund if such reimbursement does not cause the Fund to exceed its then-current expense limitations and the reimbursement is made within three years after the Fund's advisor incurred the expense.
24	The Fund's advisor has contractually agreed to waive advisory fees or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.30%. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the 1.30% cap: (i) interest; (ii) taxes; (iii) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), as defined in the Financial Accounting Standard's Board's Generally Accepted Accounting Principles or as approved by the Fund's board of trustees; (iv) expenses related to a merger or reorganization, as approved by the Fund's board of trustees; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset a rrangements from which the Fund benefits are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. This expense limitation agreement is in effect through December 31, 2005.
25	As a result of a reorganization of another fund into the Fund, which occurred on April 30, 2004, the Fund's Total Annual Operating Expenses have been restated to reflect current expenses.
26	All of the fees and expenses shown were determined based on net assets as of the fiscal year ended December 31, 2003, restated to reflect reductions in the portfolios' management fees effective July 1, 2004. All expenses are shown without the effect of expense offset arrangements.
27	Neuberger Berman Management Inc. ("NBMI") has undertaken through December 31, 2007 to waive fees and/or reimburse certain operating expenses, including the compensation of NBMI (except with respect to Growth, Limited Maturity Bond, and Partners Portfolios) and excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs, that exceed, in the aggregate, 1% of the Growth, Limited Maturity Bond, and Partners Portfolio's average daily net asset value. The expense limitation arrangements for the Portfolios are contractual and any excess expenses can be repaid to NBMI within three years of the year incurred, provided such recoupment would not cause a Portfolio to exceed its respective limitation.
28	The expenses in the table above reflect the contractual expense limitation in effect through May 1, 2005 under which Pioneer has agreed not to impose all or a portion of its management fee and, if necessary, to limit other ordinary operating expenses to the extent required to reduce Class I expenses to 1.25% (Pioneer Small Cap Value VCT Portfolio) of the average daily net assets attributable to Class I shares.
29	Expenses excluding interest expense: 1.19%.
30	Expenses excluding interest expense: 1.30%. Net effect of expense reimbursement by Adviser to average net assets was 0.09%. ;
31	Expenses excluding interest expense.

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How the Policy Works

Your Premium You make a premium payment.

_________________►

We deduct from each premium payment:

Premium Expense Charge.

Net Premium We allocate the net premium to the investment options you choose.

◄____________________

▼

▼

Fixed Account Amounts you allocate are held in our general account and earn a fixed rate of interest.

Variable Account Amounts you allocate are held in sub-accounts of the variable account. The sub-accounts invest in the funds.

The funds deduct:

__________►

Investment management fees.

12b-1 Fees

Other Expenses.

We deduct transaction fees and charges from your policy value:

____►

Partial Withdrawal Fee.

▼

Surrender Charge.

Policy Value Your policy value equals the sum of your fixed account, variable account and loan account values.

Excess Illustration Fee.

▲ | ▼

We deduct periodic fees and charges from your policy value:

Loan Account An amount equal to any loan you take is set aside as collateral for policy loans.

____►

Mortality and Expense Risk Charge.

Policy Charge.

Administrative Charge.

Cost of Insurance Charge.

Death Benefit Guarantee Charge.

▼

Loans We charge interest on any outstanding loan amount.

Interest Credited We credit interest on the amount held in the loan account.

We deduct fees and charges from your policy value for the optional rider benefits you select.

____►

Asset Accumulator - 17

	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. Although the interest rate will change over time, the interest rate will never be less than 3.00%. Additionally, we guarantee that the interest rate will not change more frequently than every policy anniversary. 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.

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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 for a list of the funds available through the variable account along with information about each fund's investment adviser/subadviser and investment objective. See the Fund Expense Table on page XX for fund expense information.
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.

Asset Accumulator - 19

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 Asset Accumulator 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.

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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 total insurance coverage (which generally must be at least $100,000 for fully underwritten policies and $50,000 for guaranteed issue policies; ;
• 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 XX.

After we deduct the premium expense 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.

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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 an optional death benefit guarantee, your scheduled premium should not be less than the guarantee period annual premium shown in your policy. See Death Benefits - Death Benefit Guarantees, page XX.

Unscheduled Premium Payments. Generally speaking, you may make unscheduled premium payments at any time, however:

• We may refuse to accept any premium less than $25;
• You cannot pay additional premiums after age 100;
• 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 premium expense 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. ;

Premium Payments Affect Your Coverage. Unless you have an optional death benefit guarantee, your coverage lasts only as long as you have a positive net policy 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 XX.

If you have an optional 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 - Death Benefit Guarantees, page XX.

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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 ING Liquid Assets 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 XX.

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.

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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 XX.
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.
Premium Expense Charge. We deduct a premium expense charge from each premium payment we receive.
Segment Year	Premium Expense Charge for Amounts up to Target Premium	Premium Expense Charge for Amounts in Excess of Target Premium
1	9.50%	8.50%
2+	8.50%	5.50%

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This charge helps offset:

• The expenses we incur in selling the policy;

• The costs of various state and local taxes. We pay state and local taxes in almost all states. These taxes vary in amount from state to state and may vary from jurisdiction to jurisdiction within a state; and

• The cost associated with the federal income tax treatment of our deferred acquisition costs. This cost is determined solely by the amount of life insurance premium we receive.

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 $10. 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 nine 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 amount of the surrender charge depends on the amount of basic insurance coverage surrendered or decreased and the surrender charge rates.

When you purchase a policy or increase your basic insurance coverage, we set surrender charge rates based on the gender and age of the insured person. Surrender charges apply for the first nine years of each segment of basic insurance coverage. The surrender charge rates increase after the first segment year, remain level during segment years two through five and then decrease uniformly each year to zero at the beginning of the tenth segment year. Each coverage segment will have its own set of surrender charge rates which will apply only to that segment. See Death Benefits - Changes in the Amount of Your Insurance Coverage, page XX. The rates that apply to you will be set forth in your policy. See the Fees and Charges - Transaction Fees and Charges table on page XX for the minimum and maximum surrender charge rates and the rates for a representative insured person.

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 surrender charge helps offset the expenses we incur in issuing and distributing the policy.

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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.
;Redemption Fees. If applicable, we may deduct the amount of any redemption fees imposed by the underlying mutual funds as a result of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are separate and distinct from any transaction charges or other charges deducted from your policy value. ;
Periodic Fees and Charges
We deduct the following periodic fees and charges from your policy value 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. Each month we deduct from your policy value a mortality and expense risk charge based on the amount invested in the sub-accounts according to the following rates:
Policy Years	Percentage of the Amount Invested in the Variable Account
1-5	0.0375% (0.45% on an annual basis)
6 - 10	0.025% (0.30% on an annual basis)
11+	0.00%
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. For policies issued on a guaranteed issue basis this charge is $20 per month during the first ten policy years and $7.50 per month thereafter. For fully underwritten policies this charge is $15 per month during the first ten policy years and $7.50 per month thereafter. ;
This charge helps compensate us for the costs associated with:
Processing applications; Conducting medical examinations; Establishing policy records; and Underwriting.

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;Administrative Charge. Each month we deduct an administrative charge equal to our current monthly administrative charge rates multiplied by the amount of your basic insurance coverage (or total insurance coverage, if greater) divided by 1,000. The rates apply to the first $10 million of coverage and vary based on the insured person's age at issue. The rates decrease after the tenth policy year. 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 XX for the minimum and maximum administrative charge rates and the rates for a representative insured person. ;

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; 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 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. For fully underwritten policies, we make lower current cost of insurance rates available for total death benefit amounts of $250,000 or more. 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 XX 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.

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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.

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 XX, and the Additional Insurance Benefits - Optional Rider Benefits section on page XX 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.

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Fund Fees and Expenses
Each fund deducts management fees from the amounts invested in the fund. In addition, certain funds deduct a distribution or 12b-1 fee which is used to finance any activity that is primarily intended to result in the sale of fund shares, and certain funds deduct a service fee which is used to compensate service providers for administrative and policy owner services provided on behalf of the funds. A fund's management fees, distribution (12b-1) fees, as applicable and other 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 Fund Expense Table on page XX for details about each fund's management fees, distribution (12b-1) fees, other expenses and total annual fund expenses.
In addition to the fees and charges shown in the Fund Expense Table, we may, from time to time, receive other compensation from the funds or their affiliates. For example, the funds or their affiliates may make cash payments or provide expense reimbursements to us as an incentive for us to include the funds among the investment options available under the policy and to provide certain services to policy owners that relate to the investment options. More specifically, we may receive compensation from the investment advisers, administrators or distributors of the funds in connection with administrative, distribution, or other services and cost savings experienced by the investment advisers, administrators or distributors of the funds. It is anticipated that such compensation will be based on assets of the particular funds attributable to the policy. Some funds or their affiliates pay us more than others and some of the amounts we receive may be significant. The payments and expe nse reimbursements made to us by the funds do not increase, directly or indirectly, the expenses shown in the Fund Expense Table.
For a more complete description of the funds' fees and expenses, review each fund's prospectus.
Death Benefits
;You decide the amount of life insurance protection you need, now and in the future. Generally, we require a minimum of $100,000 ($50,000 for guaranteed issue policies) of total 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. ;	In the policy the amount of insurance coverage you select is referred to as the "Face Amount."
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.

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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 coverage segment or segment is a block of insurance coverage. 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 premium expense charge;
• New cost of insurance charges, guaranteed and current;
• A new incontestability period;
• A new suicide exclusion period;
• A new target premium; 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.

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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 not to 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 XX.

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 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 XX.

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	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 100th birthday are uncertain. You should consult a tax adviser as to those consequences. See Other Tax Matters - Continuation of a Policy, page XX.
In the policy the "guideline premium test" is referred to as the "Guideline Premium/Cash Value Corridor Test."	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.
	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 and gender 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.

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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 three death benefit options available under the policy. 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 XX.

Option 3. 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.

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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 XX.
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 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	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.
Your death benefit option change is effective on your next monthly processing date after we approve it.
After we approve your request, we 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.

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If a death benefit option change causes the amount of insurance coverage to change, no new coverage segment(s) is (are) created. Instead, the size of each existing segment(s) is (are) changed. If you change death benefit options, there is no change to the amount of term insurance if you have the adjustable term insurance rider. See Optional Rider Benefits - Adjustable Term Insurance Rider, page XX.

We do not impose a surrender charge if a death benefit option change results in a decrease in the amount of your basic insurance coverage. Additionally, we do not adjust the target premium when you change your death benefit option. See Transaction Fees and Charges - Surrender Charge, page XX.

Changing your death benefit option may have tax consequences. You should consult a tax adviser before making changes.

Death Benefit Proceeds

After the insured person's death, if your policy is in force we pay the death benefit proceeds to the beneficiaries. The beneficiaries are the people you name to receive the death benefit proceeds from your policy. The death benefit proceeds are equal to:

• Your base death benefit; plus
• The amount of any rider benefits; minus
• Any outstanding loan amount plus accrued loan interest; minus
• Any outstanding fees and charges incurred before the insured person's death.

The death benefit is calculated as of the date of the insured person's death and will vary depending on the death benefit option you have chosen.

Death Benefit Guarantees

The following optional death benefit guarantee riders may be available and provide that the policy will not lapse even if the net policy value is not enough to pay the periodic fees and charges each month:

• 20-Year/Age 65 Death Benefit Guarantee Rider; and

• Lifetime Death Benefit Guarantee Rider.

If available, these optional rider benefits may be selected only when you apply for the policy. There may be a separate monthly charge for these rider guarantees. See Optional Rider Benefits - 20-Year/Age 65 Benefit Guarantee Rider, page XX and Lifetime Death Benefit Guarantee Rider, page XX.

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.

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	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 XX.
In the policy "basic insurance coverage" or "basic coverage" is referred to as the "Stated Death Benefit"; the "total insurance coverage" or "total coverage" is referred to as the "Target Death Benefit."	;Adjustable Term Insurance Rider. You may increase the amount of your total insurance coverage under the policy by adding coverage under the adjustable term insurance rider. This rider allows you to schedule the pattern of insurance coverage appropriate for your anticipated needs. As the name suggests, the adjustable term insurance rider adjusts over time to maintain your desired level of total coverage. ;
	You specify your amount of total insurance coverage when you apply for this rider. The amount of total insurance coverage can be level for the life of your policy or can be scheduled to change at the beginning of a selected policy year(s).
	Generally, the minimum amount of total insurance coverage under a policy is $100,000 ($50,000 for guaranteed issue policies).
	The adjustable term insurance rider benefit is the difference between the amount of your total death benefit and your base death benefit, but not less than zero. The rider's benefit automatically adjusts daily as the amount of your base death benefit changes. Your death benefit proceeds depend on which death benefit option is in effect.
	Under death benefit Option 1, the total death benefit is the greater of:
	The amount of total 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.
	Under death benefit Option 2, the total death benefit is the greater of:
	The amount of total 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.
	Under death benefit Option 3, the total death benefit is the greater of:
	The amount of total insurance coverage you have selected plus the sum of the premium payments we have received minus partial withdrawals you have taken; or Your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

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For example, under death benefit Option 1, assume your base death benefit changes as a result of a change in your policy value. The adjustable term insurance rider adjusts to provide death benefit proceeds equal to your total insurance coverage in each year:
Base Death Benefit	Amount of Total Insurance Coverage	Adjustable Term Insurance Benefit
$201,500	$250,000	$48,500
$202,500	$250,000	$47,500
$202,250	$250,000	$47,750
It is possible that the amount of your adjustable term insurance may be zero if your base death benefit increases enough. Using the same example, if the base death benefit under your policy grew to $250,000 or more, the adjustable term insurance benefit would be zero.
Even when the adjustable term insurance benefit is reduced to zero, your rider remains in effect until you remove it from your policy. Therefore, if later the base death benefit drops below the amount of your total insurance coverage, the adjustable term insurance rider coverage reappears to maintain the amount of your total insurance coverage.
You may change the amount of your total insurance coverage, according to our rules. See Death Benefits - Changes in the Amount of Your Insurance Coverage, page XX.
We may deny future, scheduled increases to the amount of your total insurance coverage if you cancel a scheduled change or if you ask for an unscheduled decrease in your total insurance coverage.
Partial withdrawals, changes from death benefit Option 1 to Option 2, and decreases in the amount of your basic insurance coverage may reduce the amount of your total insurance coverage. See Special Features and Benefits - Partial Withdrawals, page XX; and Death Benefits - Changes in the Amount of Your Insurance Coverage, page XX.
There is no defined premium for a given amount of adjustable term insurance benefit. 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 benefit multiplied by the amount of adjustable term insurance benefit 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, gender and risk class of the insured person, as well as the length of time since your policy date. See the Fees and Charges - Optional Rider Fees and Charges table on page XX for the minimum rates, maximum rates and the rates for a representative insured person.
The only charge for this rider is the cost of insurance charge. The total charges that you pay may be more or less if you have some coverage under an adjustable term insurance rider rather than just basic insurance coverage. There are no premium expense charges or surrender charges for this coverage.

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If the total insurance coverage is increased by you after the adjustable term insurance rider is issued, we use the same cost of insurance rate schedule for the entire coverage for this rider. These rates are based on the original risk class even though satisfactory new evidence of insurability is required for the increased schedule. Although the maximum cost of insurance rates for this rider are greater than the maximum cost of insurance rates for the basic insurance coverage, the current rates for this rider may be lower than current cost of insurance rates for the basic insurance coverage. See Periodic Fees and Charges - Cost of Insurance, page XX.
Not all policy features apply to the adjustable term insurance rider. The rider does not contribute to the policy value nor to the surrender value. It does not affect investment performance and cannot be used for a loan. The adjustable term insurance rider provides benefits only at the insured person's death.
This rider will terminate on the earliest of the following dates:
The expiration date of the policy grace period; The date the policy is terminated or surrendered; The next monthly processing date after we receive your written notice to cancel the rider; or The policy anniversary nearest the insured's 100th birthday.
If this rider terminates, it cannot be reinstated.
20-Year/Age 65 Death Benefit Guarantee Rider. The 20-Year/Age 65 death benefit guarantee rider provides a guarantee that your policy and any adjustable term insurance rider coverage will not lapse for the greater of 20 years or to age 65 provided:
	Your cumulative premium payments, minus any partial withdrawals or loans, are at least equal to the sum of the 20 year death benefit guarantee premium payments to the next monthly processing date; and
	Your net policy value is allocated to at least five investment options with no more than 35% invested in any one investment option.
Each month during the guarantee period we deduct a charge for this rider based on a rate that varies depending on the issue age of the insured person. See Fees and Charges - Optional Rider Fees and Charges table, page XX. The amount of this charge will be determined by dividing the amount of guaranteed coverage by 1,000 and multiplying the result by the rate set forth in your policy. The amount of guaranteed coverage equals the amount of your total insurance coverage minus your policy value.
You should consider the following factors when deciding whether to add the 20-Year/Age 65 death benefit guarantee rider to your policy:
This rider is available for issue ages 25-75;
You may add this rider only when you apply for the base policy;
The 20-Year/Age 65 death benefit guarantee period begins on the policy date;

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The minimum premium required to keep this rider in effect will be set forth in your policy and will be based on monthly rates that vary according to the insured person's gender, risk class and age;
If your policy benefits change, the minimum premium for this rider will also change;
Transfers between investment options which are made in response to our notice to you that your policy is not sufficiently diversified will not count as transfers for purposes of any limits or restrictions on transfers which we may impose (see Special Features and Benefits - Transfers, page XX).
This rider covers only your base policy and adjustable term insurance rider, if any. If your policy and any adjustable term insurance rider are kept in force because of the guarantee under this rider, coverage under all other riders will terminate;
This rider may not be available for certain risk classes;
This rider cannot be added to a policy with death benefit Option 3 or the lifetime death benefit guarantee rider;
You may terminate this rider at any time during the guarantee period upon written notice to us;
A loan may cause the termination of this guarantee because we deduct your loan amount plus accrued interest from cumulative premiums paid when calculating whether you have paid sufficient premiums to keep the guarantee in effect; and
Even if this rider terminates, your policy will not necessarily lapse (see Termination of Coverage - Lapse, page XX).
We will notify you if on any monthly processing date you have not paid enough premium to keep this rider in force or your policy is not sufficiently diversified. This notice will show the amount of premium required to maintain this rider benefit and, if applicable, explain the diversification requirement. If we do not receive the required premium payment or you do not adequately diversify your policy within 61 days from the date of our notice, this rider will terminate. If this rider terminates, it cannot be reinstated.
Lifetime Death Benefit Guarantee Rider. The lifetime death benefit guarantee rider provides a guarantee that your policy and any adjustable term insurance rider will not lapse during your lifetime:
	Your cumulative premium payments, minus any partial withdrawals or loans, are at least equal to the sum of the lifetime death benefit guarantee premium payments to the next monthly processing date; and
	Your net policy value is allocated to at least five investment options with no more than 35% invested in any one investment option.
Each month during the guarantee period we deduct a charge for this rider based on a rate that varies depending on the issue age of the insured person. See Fees and Charges - Optional Rider Fees and Charges table, page XX. The amount of this charge will be determined by dividing the amount of guaranteed coverage by 1,000 and multiplying the result by the rate set forth in your policy. The amount of guaranteed coverage equals the amount of your total insurance coverage minus your policy value.

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You should consider the following factors when deciding whether to add the lifetime death benefit guarantee rider to your policy:

• This rider is available for issue ages 25-75;

• You may add this rider only when you apply for the base policy;

• The lifetime death benefit guarantee period begins on the policy date;

• The minimum premium required to keep this rider in effect will be set forth in your policy and will be based on monthly rates that vary according to the insured person's gender, risk class and age;

• If your policy benefits change, minimum premium for this rider will also change;

• Transfers between investment options which are made in response to our notice to you that your policy is not sufficiently diversified will not count as transfers for purposes of any limits or restrictions on transfers which we may impose (see Special Features and Benefits - Transfers, page XX):

• This rider covers only your base policy and adjustable term insurance rider, if any. If your policy and any adjustable term insurance rider are kept in force because of this rider, coverage under all other riders will terminate;

• This rider cannot be added to a policy with death benefit Option 3 or the 20-year death benefit guarantee rider;

• You may terminate this rider at any time during the guarantee period upon written notice to us;

• A loan may cause the termination of this guarantee because we deduct your loan amount plus accrued interest from cumulative premiums paid when calculating whether you have paid sufficient premiums to keep the guarantee in effect; and

• Even if this rider terminates, your policy will not necessarily lapse (see Termination of Coverage - Lapse, page XX).

We will notify you if on any monthly processing date you have not paid enough premium to keep this rider in force or your policy is not sufficiently diversified. This notice will show the amount of premium required to maintain this rider guarantee and, if applicable, explain the diversification requirement. If we do not receive the required premium payment or you do not adequately diversify your policy by the second monthly processing date following the notice, this rider will terminate. If this rider terminates, it cannot be reinstated.

Waiver of Cost of Insurance Rider. If the insured person becomes totally disabled while your policy is in force, this rider provides that we waive the periodic fees and charges and rider charges during the disability period. The insured person must be no less than age 10 and no more than age 55. See the Fees and Charges - Optional Rider Fees and Charges table on page XX for the minimum rates, maximum rates and the rates for a representative insured person. The cost of this rider is included as part of the monthly cost of insurance charge.

If you add this rider to your policy, you may not add the waiver of specified premium rider. This rider is not available if your policy is issued based on guaranteed issue underwriting.

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Waiver of Specified Premium Rider. If the insured person becomes totally disabled while your policy is in force, this rider provides that after a waiting period, we credit a specified premium amount monthly to your policy during the disability period. Subject to our underwriting, you specify this amount on the application for the policy. The insured person must be no less than age 10 and no more than age 55. The minimum coverage under this rider is $25 per month. See the Fees and Charges - Optional Rider Fees and Charges table on page XX for the minimum rates, maximum rates and the rates for a representative insured person.

A policy may contain either the waiver of cost of insurance rider or the waiver of specified premium rider, but not both.

Automatic Rider Benefit

The following rider benefit may come with your policy automatically. Exercising this benefit may have tax consequences. See Other Tax Matters - Accelerated Death Benefit Rider, page XX.

Accelerated Death Benefit Rider. Under certain circumstances, the accelerated death benefit rider allows you to accelerate payment of the death benefit that we otherwise would pay upon the insured person's death. Generally, we will provide an accelerated benefit under this rider if the insured person has a terminal illness that will result in his or her death within 12 months, as certified by a physician. The accelerated benefit will be the lesser of 75% of the amount that would be payable at the death of the insured person or $1 million. The accelerated benefit will first be used to pay off any outstanding loans and interest due. The remainder of the accelerated benefit will be paid to you in a lump sum. There is no charge for this rider.

Consider the following factors when deciding whether to accelerate the death benefit under this rider:

• Receipt of an accelerated payment under this rider reduces the policy's death benefit, surrender value and rider benefits by the percentage of eligible coverage that is accelerated. For example, if the accelerated payment is 75% of the eligible coverage, the new death benefit will be 25% of the death benefit proceeds just prior to acceleration;
• Accelerating the death benefit will not affect the amount of premium payable on the policy;
• No loans are permitted after this rider is exercised; and
• There may be tax consequences to requesting payment under this rider, and you should consult with a qualified tax adviser for further information.

Certain limitations and restrictions are described in the rider. Additionally, the benefit may vary by state. You should consult your agent/registered representative as to whether and to what extent the rider is available in your particular state and on any particular policy.

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In the policy the "policy value" is referred to as the "Account Value"; the "fixed account value" is referred to as the "Account Value of the Guaranteed Interest Division"; the "variable account value" is referred to as the "Account Value of the Investment Options of the Separate Account"; and the "loan account value" is referred to as the "Account Value of the Loan Division."	Policy Value
	Your policy value equals the sum of your fixed account, variable account and loan account values. Your policy value reflects:
	The net premium applied to your policy; The fees and charges that we deduct; Any partial withdrawals you take; Interest earned on amounts allocated to the fixed account; The investment performance of the funds underlying the sub-accounts of the variable account; and Interest earned on amounts held in the loan account.
	Fixed Account Value
	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. See The Investment Options - The Fixed Account, page XX.
	Variable Account Value
	Your variable account value equals your policy value attributable to amounts invested in the sub-accounts of the variable account.
	Determining Values in the Sub-Accounts. The value of the amount invested in each sub-account is measured by accumulation units and accumulation unit values. The value of each sub-account is the accumulation unit value for that sub-account multiplied by the number of accumulation units you own in that sub-account. Each sub-account has a different accumulation unit value.
	The accumulation unit value is the value determined on each valuation date. The accumulation unit value of each sub-account varies with the investment performance of its underlying fund. It reflects:
	Investment income; Realized and unrealized gains and losses; Fund expenses; and Taxes, if any.
	;A valuation date is a date on which a fund values its shares and the New York Stock Exchange is open for business, except for days on which valuations are suspended by the SEC. Each valuation date ends at 4:00 p.m. Eastern time. We reserve the right to revise the definition of valuation date as needed in accordance with applicable federal securities laws and regulations. ;
	You purchase accumulation units when you allocate premium or make transfers to a sub-account, including transfers from the loan account.

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We redeem accumulation units:

• When amounts are transferred from a sub-account (including transfers to the loan account);
• For the monthly deduction of the periodic fees and charges from your policy value;
• ;For policy transaction fees (including fund redemption fees, if any); ;
• When you take a partial withdrawal;
• If you surrender your policy; and
• To pay the death benefit proceeds.

To calculate the number of accumulation units purchased or sold we divide the dollar amount of your transaction by the accumulation unit value for the sub-account calculated at the close of business on the valuation date of the transaction.

The date of a transaction is the date we receive your premium or transaction request at our customer service center, so long as the date of receipt is a valuation date. We use the accumulation unit value which is next calculated after we receive your premium or transaction request and we use the number of accumulation units attributable to your policy on the date of receipt.

We deduct the periodic fees and charges each month from your policy value on the monthly processing date. If your monthly processing date is not a valuation date, the monthly deduction is processed on the next valuation date.

The value of amounts allocated to the sub-accounts goes up or down depending on investment performance of the corresponding funds. There is no guaranteed minimum value of amounts invested in the sub-accounts of the variable account.

How We Calculate Accumulation Unit Values. We determine the accumulation unit value for each sub-account on each valuation date.

We generally set the accumulation unit value for a sub-account at $10 when the sub-account is first opened. After that, the accumulation unit value on any valuation date is:

• The accumulation unit value for the preceding valuation date, multiplied by
• The sub-account's accumulation experience factor for the valuation period.

;Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and ends at 4:00 p.m. Eastern time on the next valuation date. We reserve the right to revise the definition of valuation period as needed in accordance with applicable federal securities laws and regulations. ;

We calculate an accumulation experience factor for each sub-account every valuation date as follows:

• We take the net asset value of the underlying fund shares as reported to us by the fund managers as of the close of business on that valuation date;
• We add dividends or capital gain distributions declared and reinvested by the fund during the current valuation period;
• We subtract a charge for taxes, if applicable; and
• We divide the resulting amount by the net asset value of the shares of the underlying fund at the close of business on the previous valuation date.

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	Loan Account Value
In the policy the "loan account" is referred to as the "Loan Division."	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 and we credit interest to the amount held in the loan account. Your loan account value is equal to your outstanding loan amount plus accrued interest in the loan account. See Special Features and Benefits - Loans, page XX.
	Special Features and Benefits
	Loans
	You may borrow money from us at any time after the first policy month, by using your policy as collateral for the loan. Unless state law requires otherwise, a new loan amount must be at least $100 and the maximum amount you may borrow is limited to the surrender value of your policy minus the monthly periodic fees and charges to your next policy anniversary or the monthly periodic fees and charges for the next thirteen months if you take a loan within thirty days before your next policy anniversary.
	Your loan request must be directed to our customer service center. When you request a loan you may specify the investment options from which the loan collateral will be taken. If you do not specify the investment options, the loan collateral will be taken proportionately from each active investment option you have, including the fixed account.
	If you request an additional loan, we add the new loan amount to your existing loan. This way, there is only one loan outstanding on your policy at any time.
	Loan Interest. We credit amounts held in the loan account with interest at an annual rate of 3.00%. Interest which we credit to the loan account becomes part of your loan account value until the next policy anniversary when it is transferred to the investment options according to your most recent allocation instructions.
	We also charge interest on loans you take. The annual interest rate charged is 3.75% in policy years 1-5 and currently 3.00% in all years thereafter. Loans with this reduced interest rate are called preferred loans. Interest accrues daily but is due in arrears on each policy anniversary. If you do not pay the interest when it is due, we add it to your loan amount.
	Loan Repayment. You may repay your loan at any time. We assume that payments you make, other than scheduled premium payments, are loan repayments. You must tell us if you want unscheduled payments to be premium payments.
	When you make a loan repayment, we transfer an amount equal to your payment from the loan account to the sub-accounts and fixed account in the same proportion as your current premium allocation, unless you tell us otherwise.

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Effects of a Loan. Using your policy as collateral for a loan will affect your policy in various ways. You should carefully consider the following before taking a loan:

• If you do not make loan repayments your policy could lapse if your loan amount plus accrued interest is greater than your policy value, less any surrender charges;
• A loan may cause the termination of the death benefit guarantees because we deduct your loan amount plus accrued loan interest from cumulative premiums paid when calculating whether you have paid sufficient premiums to keep the death benefit guarantees in effect;
• Taking a loan reduces your opportunity to participate in the investment performance of the sub-accounts and the interest guarantees of the fixed account;
• Accruing loan interest will change your policy value as compared to what it would have been if you did not take a loan;
• Even if you repay your loan, it will have a permanent effect on your policy value;

• If you use the continuation of coverage feature and you have a loan, loan interest continues to accrue and could cause your policy to lapse;
• If you do not repay your loan we will deduct any outstanding loan amount plus accrued loan interest from amounts payable under the policy; and
• Loans may have tax consequences and if your policy lapses with a loan outstanding, you may have further tax consequences. See TAX CONSIDERATIONS - Distributions Other than Death Benefits, page XX.

Transfers

;You currently may make an unlimited number of transfers of your variable account value between the sub-accounts and to the fixed account. Transfers are subject to any conditions, limits or charges (including redemption fees) that we or the funds whose shares are involved may impose, including: ;

• If your state requires a refund of premium during the free look period, you may not make transfers until after your free look period ends;
• The minimum amount you may transfer is $100;
• If the amount remaining in the investment option after a transfer will be less than $100, we will transfer the entire amount; and
• We may limit the number of transfers or restrict or refuse transfers because of frequent or disruptive transfers, as described below.

Any conditions or limits we impose on transfers between the sub-accounts or to the fixed account will generally apply equally to all policy owners. However, we may impose different conditions or limits on third parties acting on behalf of policy owners, such as market timing services.

Transfers from the fixed account to the sub-accounts of the variable account may be made only during the first 30 days of each policy year and are limited to the greater of:

• 25% of your fixed account value at the time of the first such transfer in a policy year;
• The sum of the amounts transferred and withdrawn from the fixed account during the prior policy year; or
• $100.

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We reserve the right to liberalize these restrictions on transfers from the fixed account, depending on market conditions. Any such liberalization will generally apply equally to all policy owners. However, we may impose different restrictions on third parties acting on behalf of policy owners, such as market timing services.

We process all transfers and determine all values in connection with transfers on the valuation date we receive your request, except as described below for the dollar cost averaging or automatic rebalancing programs.

Dollar Cost Averaging. Anytime you have at least $10,000 invested in a sub-account which invests in either the ING Liquid Assets Portfolio or the Neuberger Berman AMT Limited Maturity Bond Portfolio (the "source sub-account"), you may elect dollar cost averaging. There is no charge for this feature.

Dollar cost averaging is a long-term investment program through which you direct us to automatically transfer at regular intervals a specific dollar amount or percentage of sub-account value from the source sub-account to one or more of the other sub-accounts. We do not permit transfers to the fixed account or the loan account under this program. You may request that the dollar cost averaging transfers occur on a monthly, quarterly, semi-annual or annual basis.

This systematic plan of transferring policy values is intended to help reduce the risk of investing too much when the price of a fund's shares is high. It also helps reduce the risk of investing too little when the price of a fund's shares is low. Because you transfer the same dollar amount to the sub-accounts each period, you purchase more units when the unit value is low and you purchase fewer units when the unit value is high.

You may add dollar cost averaging to your policy at any time. The first dollar cost averaging date must be at least one day after we receive your dollar cost averaging request. If your state requires a refund of all premium received during the free look period, dollar cost averaging begins after the end of your free look period.

You may have both dollar cost averaging and automatic rebalancing at the same time. However, your dollar cost averaging source sub-account cannot be included in your automatic rebalancing program.

Dollar cost averaging does not assure a profit nor does it protect you against a loss in a declining market.

You may discontinue your dollar cost averaging program at any time. We reserve the right to discontinue, modify or suspend this program, and dollar cost averaging will automatically terminate on:

• The date you specify;
• The date your balance in the source sub-account reaches a dollar amount you set;
• The date your balance in the source sub-account is equal to or less than the amount to be transferred. In this situation we will transfer the entire balance of the source sub-account to the other sub-accounts you have selected; or
• Any date when dollar cost averaging transfers are scheduled and the policy is in the grace period.

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Automatic Rebalancing. Automatic rebalancing is a program for simplifying the process of asset allocation and maintaining a consistent allocation of your variable and fixed account values among your chosen investment options. There is no charge for this feature.

If you elect automatic rebalancing, we periodically transfer amounts among the investment options to match the asset allocation percentages you have chosen. This action rebalances the amounts in the investment options that do not match your set allocation percentages. This mismatch can happen if an investment option outperforms another investment option over the time period between automatic rebalancing transfers.

Automatic rebalancing may occur on the same day of the month on a monthly, quarterly, semi-annual or annual basis. If you do not specify a frequency, automatic rebalancing will occur quarterly.

The first transfer occurs on the date you select (after your free look period if your state requires return of premium during the free look period). If you do not request a date, processing is on the last valuation date of the calendar quarter in which we receive your request.

You may have both automatic rebalancing and dollar cost averaging at the same time. However, the source sub-account for your dollar cost averaging program cannot be included in your automatic rebalancing program. You may not include the loan account.

Automatic rebalancing does not assure a profit nor does it protect you against a loss in a declining market.

You may change your allocation percentages for automatic rebalancing at any time. Your allocation change is effective on the valuation date that we receive it at our customer service center. If you reduce the amount allocated to the fixed account, it is considered a transfer from that account. You must meet the requirements for the maximum transfer amount and time limitations on transfers from the fixed account.

If you have a death benefit guarantee and you ask for an automatic rebalancing allocation which does not meet the death benefit guarantee diversification requirements, we will notify you and ask you for revised instructions. If you have a death benefit guarantee and you terminate automatic rebalancing, you still must meet the diversification requirements for the guarantee period to continue. See Death Benefits - Death Benefit Guarantees, page XX.

You may discontinue your automatic rebalancing program at any time. We reserve the right to discontinue, modify or suspend this program, and automatic rebalancing will automatically terminate if the policy is in the grace period on any date when automatic rebalancing transfers are scheduled.

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Limits on Frequent or Disruptive Transfers. The policy is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can adversely affect fund performance, disrupt fund management strategies and increase fund expenses through:

• Increased trading and transaction costs;
• Forced and unplanned portfolio turnover;
• Lost opportunity costs; and
• Large asset swings that decrease the fund's ability to provide maximum investment return to all policy owners.

Accordingly, individuals or organizations that use market-timing investment strategies or make frequent transfers should not purchase the policy.

We monitor transfer activity and reserve the right to take any necessary action if an individual's or organization's transfer activity:

• Exceeds our then-current monitoring standard for excessive trading;
• Is identified as problematic by an underlying fund;
• Is determined, in our sole discretion, to be not in the best interests of other policy owners; or
• Is determined, in our sole discretion, to be disruptive due to the excessive dollar amounts involved.

Such actions may include, but are not limited to, the suspension of transfer privileges via facsimile, telephone, email and internet, and the limiting of transfer privileges to submission by mail. We will notify you in writing if we take any of these actions.

Our current definition of excessive trading is more than one purchase and sale of the same underlying fund within a 30-day period. We do not count transfers associated with scheduled dollar cost averaging or automatic rebalancing programs and transfers involving certain de minimis amounts when determining whether transfer activity is excessive. We reserve the right to modify our excessive trading policy at any time, without prior notice and in our sole discretion, based on, among other factors, the best interests of policy owners, fund investors, fund management considerations and state or federal regulatory developments.

We also reserve the right to restrict, in our sole discretion and without prior notice, transfers initiated by a market-timing organization or individual or other party authorized to give transfer instructions on behalf of multiple policy owners. Such restrictions may include:

• Not accepting transfer instructions from an agent acting on behalf of more than one policy owner; and
• Not accepting preauthorized transfer forms from market timers or other entities acting on behalf of more than one policy owner at a time.

The Company does not allow exceptions to our excessive trading policy. Our excessive trading policy may not be completely successful in preventing market timing or excessive trading activity.

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Limits Imposed by the Funds. Orders for the purchase of fund shares may be subject to acceptance or rejection by the underlying fund. We reserve the right to reject, without prior notice, any allocation of a premium payment to a sub-account if the sub-account's investment in its corresponding fund is not accepted by the fund for any reason.

Conversion to a Guaranteed Policy. During the first two policy years you may permanently convert your policy to a guaranteed policy, unless state law requires differently. If you elect to make this change, unless state law requires that we issue to you a new guaranteed policy, we will permanently transfer the amounts you have invested in the sub-accounts of the variable account to the fixed account and allocate all future net premium to the fixed account. After you exercise this right you may not allocate future premium payments or make transfers to the sub-accounts of the variable account. We do not charge for this change. Contact our customer service center or your agent/registered representative for information about the conversion rights available in your state.

Partial Withdrawals

Beginning in the second policy year (or the first policy year for "in corridor" policies) you may withdraw part of your policy's surrender value. Twelve partial withdrawals are currently allowed each policy year, and a partial withdrawal must be at least $100. The maximum partial withdrawal you may take is the amount which leaves $500 as your surrender value (or for in corridor policies during the first policy year, the amount that would cause your policy to no longer qualify as "in corridor"). If your withdrawal request is for more than the maximum, we will require you to surrender your policy or reduce the amount of the withdrawal.

A policy is "in corridor" if:

• Under death benefit Option 1, your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A is greater than the amount of your basic insurance coverage;
• Under death benefit Option 2, your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A is greater than your basic insurance coverage plus your policy value; or
• Under death benefit Option 3, your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A is greater than your basic insurance coverage plus the sum of your premium payments minus partial withdrawals.

We charge a partial withdrawal fee of $10 for each partial withdrawal. See Transaction Fees and Charges - Partial Withdrawal Fee, page XX.

Unless you specify a different allocation, we will take partial withdrawals from the fixed account and the sub-accounts of the variable account in the same proportion that your value in each has to your net policy value immediately before the withdrawal. We will determine these proportions at the end of the valuation period during which we receive your partial withdrawal request. However, amounts withdrawn from the fixed account may not exceed the amount of the total withdrawal multiplied by the ratio of your policy value in the fixed account to your net policy value immediately before the partial withdrawal.

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Effects of a Partial Withdrawal. We will reduce your policy value by the amount of the partial withdrawal plus the partial withdrawal fee. Your policy value may also be reduced by the amount of a surrender charge if you take a partial withdrawal which decreases your basic insurance coverage.

A partial withdrawal may also cause the termination of the death benefit guarantee because we deduct the amount of the partial withdrawal from the total premiums paid when calculating whether you have paid sufficient premiums in order to maintain the death benefit guarantee.

The amount of your basic insurance coverage is not reduced by the amount of a partial withdrawal when the base death benefit has been increased to qualify your policy as life insurance under the Internal Revenue Code and the amount withdrawn is not greater than that which reduces your policy value to the level which no longer requires that the base death benefit be increased for Internal Revenue Code purposes. Otherwise, depending upon the death benefit option in effect, a partial withdrawal may reduce the amount of your basic insurance coverage.

Under death benefit Option 1, a partial withdrawal will reduce the amount of your basic insurance coverage by the amount of the partial withdrawal.

Under death benefit Option 2, a partial withdrawal will not reduce the amount of your basic insurance coverage.

Under death benefit Option 3, a partial withdrawal will reduce the amount of your basic insurance coverage by the amount of a partial withdrawal in excess of the total premium we have received from you minus the sum of all your prior partial withdrawals.

If a partial withdrawal reduces the amount of basic insurance coverage, the total amount of insurance coverage will also be reduced for the current year and all future years by an equal amount. Therefore, a partial withdrawal can affect the amount of pure insurance protection under the policy.

We will not allow a partial withdrawal if the amount of total insurance coverage after the withdrawal would be less than $100,000 ($50,000 for guaranteed issue policies).

A reduction in the amount of basic insurance coverage as a result of a partial withdrawal will be pro-rated among the existing coverage segments, unless state law requires otherwise.

A partial withdrawal may have adverse tax consequences depending on the circumstances. See TAX CONSIDERATIONS - Tax Status of the Policy, page XX.

Termination of Coverage

Your insurance coverage will continue under the policy until you surrender your policy or it lapses.

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Surrender
You may surrender your policy for its surrender value at any time after the free look period while the insured person is alive. Your surrender value is your policy value minus any surrender charge and any outstanding loan amount and accrued loan interest.	In the policy the "surrender value" is referred to as the "Net Cash Surrender Value."
You may take your surrender value in other than one payment.
We compute your surrender value as of the valuation date we receive your written surrender request and policy (or lost policy form) at our customer service center. All insurance coverage ends on the date we receive your surrender request and policy.
If you surrender your policy we may deduct a surrender charge. See Transaction Fees and Charges - Surrender Charge, page XX. Surrender of your policy may have adverse tax consequences. See TAX CONSIDERATIONS - Distributions Other than Death Benefits, page XX.
Lapse
Your policy will not lapse and your insurance coverage under the policy will continue if on any monthly processing date:
A death benefit guarantee is in effect; Your net policy value is enough to pay the periodic fees and charges when due; or During the continuation of coverage period, your policy value exceeds your outstanding loan amount plus accrued loan interest.
Grace Period. If on a monthly processing date you do not meet any of these conditions, your policy will enter the 61-day grace period during which you must make a sufficient premium payment to avoid having your policy lapse and insurance coverage terminate.
We will notify you that your policy is in a grace period at least 30 days before it ends. We will send this notice to you (or a person to whom you have assigned your policy) at your last known address in our records. We will notify you of the premium payment necessary to prevent your policy from lapsing. This amount generally equals the past due charges, plus the estimated periodic fees and charges and charges of any optional rider benefits for the next two months. If we receive payment of the required amount before the end of the grace period, we apply it to your policy in the same manner as your other premium payments, then we deduct the overdue amounts from your policy value.
If you do not pay the full amount within the 61-day grace period, your policy and its riders lapse without value. We withdraw your remaining variable and fixed account values, deduct amounts you owe us and inform you that your coverage has ended.
If the insured person dies during the grace period we pay death benefit proceeds to your beneficiaries with reductions for your outstanding loan amount, accrued loan interest and periodic fees and charges owed.

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During the early policy years your net policy value may not be enough to cover the periodic fees and charges due each month, and you may need to pay sufficient premium to keep the death benefit guarantee in force. See Purchasing a Policy - Premium Payments, page XX.

If your policy lapses, any distribution of policy value may be subject to current taxation. See TAX CONSIDERATIONS - Distributions Other than Death Benefits, page XX.

Reinstatement

Reinstatement means putting a lapsed policy back in force. You may reinstate a lapsed policy and its riders (other than a death benefit guarantee) by written request any time within five years after it has lapsed. A policy that was surrendered may not be reinstated.

To reinstate the policy and any riders, you must submit evidence of insurability satisfactory to us and pay a premium large enough to keep the policy and any rider benefits in force during the grace period and for at least two months after reinstatement. When we reinstate your policy, we reinstate the surrender charges for the amount and time remaining when your coverage lapsed. If you had a loan existing when coverage lapsed, we will reinstate it with accrued loan interest to the date of the lapse.

TAX CONSIDERATIONS

The following summary provides a general description of the federal income tax considerations associated with the policy and does not purport to be complete or to cover federal estate, gift and generation-skipping tax implications, state and local taxes or other tax situations. This discussion is not intended as tax advice. Counsel or other qualified tax advisers should be consulted for more complete information. This discussion is based upon our understanding of the present federal income tax laws. No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service ("IRS").

The following discussion generally assumes that the policy will qualify as a life insurance contract for federal tax purposes.

Tax Status of the Company

We are taxed as a life insurance company under the Internal Revenue Code. The variable account is not a separate entity from us. Therefore, it is not taxed separately as a "regulated investment company," but is taxed as part of the company. We automatically apply investment income and capital gains attributable to the separate account to increase reserves under the policy. Because of this, under existing federal tax law we believe that any such income and gains will not be taxed to us. In addition, any foreign tax credits attributable to the separate account will first be used to reduce any income taxes imposed on the variable account before being used by the company.

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We do not expect that we will incur any federal income tax liability attributable to the variable account and we do not intend to make provisions for any such taxes. However, if changes in the federal tax laws or their interpretation result in our being taxed on income or gains attributable to the variable account, then we may impose a charge against the variable account (with respect to some or all of the policies) to set aside provisions to pay such taxes.

Tax Status of the Policy

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner which is consistent with that design. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a policy must satisfy certain requirements which are set forth in Section 7702 of the Internal Revenue Code. While there is very little guidance as to how these requirements are applied, we believe it is reasonable to conclude that our policies satisfy the applicable requirements. If it is subsequently determined that a policy does not satisfy the applicable requirements, we will take appropriate and reasonable steps to bring the policy into compliance with such requirements and we reserve the right to restrict policy transactions or modify your policy in order to do so.

Section 7702 provides that if one of two alternate tests is met, a policy will be treated as a life insurance policy for federal income tax purposes. These tests are referred to as the "cash value accumulation test" and the "guideline premium test."

We will at all times strive to assure that the policy meets the statutory definition which qualifies the policy as life insurance for federal income tax purposes. See TAX CONSIDERATIONS - Tax Treatment of Policy Death Benefits, page XX.

Diversification and Investor Control Requirements

In addition to meeting the Internal Revenue Code Section 7702 tests, Internal Revenue Code Section 817(h) requires separate account investments, such as our variable account, to be adequately diversified. The Treasury has issued regulations which set the standards for measuring the adequacy of any diversification. To be adequately diversified, each sub-account must meet certain tests. If your variable life policy is not adequately diversified under these regulations, it is not treated as life insurance under Internal Revenue Code Section 7702. You would then be subject to federal income tax on your policy income as you earn it. Each sub-account's corresponding fund has represented that it will meet the diversification standards that apply to your policy. If it is determined that your variable life policy does not satisfy the applicable diversification regulations, we will take appropriate and reasonable steps to bring your policy into compliance with such regulations and we re serve the right to modify your policy as necessary in order to do so.

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In certain circumstances, owners of a variable life insurance policy have been considered, for federal income tax purposes, to be the owners of the assets of the separate account supporting their policies, due to their ability to exercise investment control over such assets. When this is the case, the policy owners have been currently taxed on income and gains attributable to the separate account assets.

Your ownership rights under your policy are similar to, but different in some ways from those described by the IRS in rulings in which it determined that policy owners are not owners of separate account assets. For example, you have additional flexibility in allocating your premium payments and in your policy values. These differences could result in the IRS treating you as the owner of a pro rata share of the variable account assets. We do not know what standards will be set forth in the future, if any, in Treasury regulations or rulings. We reserve the right to modify your policy, as necessary, to try to prevent you from being considered the owner of a pro rata share of the variable account assets, or to otherwise qualify your policy for favorable tax treatment.

Tax Treatment of Policy Death Benefits

The death benefit, or an accelerated death benefit, under a policy is generally excludable from the gross income of the beneficiary(ies) under Section 101(a)(1) of the Internal Revenue Code. However, there are exceptions to this general rule. Additionally, federal and local transfer, estate inheritance and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policy owner or beneficiary(ies). A tax adviser should be consulted about these consequences.

Distributions Other than Death Benefits

Generally, the policy owner will not be taxed on any of the policy value until there is a distribution. When distributions from a policy occur, or when loan amounts are taken from or secured by a policy, the tax consequences depend on whether or not the policy is a "modified endowment contract."

Modified Endowment Contracts

Under the Internal Revenue Code, certain life insurance contracts are classified as "modified endowment contracts" and are given less favorable tax treatment than other life insurance contracts. Due to the flexibility of the policies as to premiums and benefits, the individual circumstances of each policy will determine whether or not it is classified as a modified endowment contract. The rules are too complex to be summarized here, but generally depend on the amount of premiums we receive during the first seven policy years. Certain changes in a policy after it is issued, such as reduction in benefits, could also cause it to be classified as a modified endowment contract. A current or prospective policy owner should consult with a qualified adviser to determine whether or not a policy transaction will cause the policy to be classified as a modified endowment contract.

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If a policy becomes a modified endowment contract, distributions that occur during the policy year will be taxed as distributions from a modified endowment contract. In addition, distributions from a policy within two years before it becomes a modified endowment contract will be taxed in this manner. This means that a distribution made from a policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract.

Additionally, all modified endowment contracts that are issued by us (or our affiliates) to the same policy owner during any calendar year are treated as one modified endowment contract for purposes of determining the amount includible in the policy owner's income when a taxable distribution occurs.

Once a policy is classified as a modified endowment contract, the following tax rules apply both prospectively and to any distributions made in the prior two years:

• All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contract will be treated first as distributions of gain taxable as ordinary income. Amounts will be treated as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed. The amount of gain in the policy will be equal to the difference between the policy's value and the investment in the policy;
• Loan amounts taken from or secured by a policy classified as a modified endowment contract, and also assignments or pledges of such a policy (or agreements to assign or pledge such a policy), are treated as distributions and taxed first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed; and
• A 10% additional income tax penalty may be imposed on the distribution amount subject to income tax. This tax penalty generally does not apply to distributions (a) made on or after the date on which the taxpayer attains age 59 1/2, (b) which are attributable to the taxpayer's becoming disabled (as defined in the Internal Revenue Code), or (c) which are part of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the taxpayer or the joint lives (or joint life expectancies) of the taxpayer and his or her beneficiary. Consult a tax adviser to determine whether or not you may be subject to this penalty tax.

Policies That Are Not Modified Endowment Contracts

Distributions other than death benefits from a policy that is not classified as a modified endowment contract are generally treated first as a recovery of the policy owner's investment in the policy. Only after the recovery of all investment in the policy is there taxable income. However, certain distributions made in connection with policy benefit reductions during the first fifteen policy years may be treated in whole or in part as ordinary income subject to tax. Consult a tax adviser to determine whether or not any distributions made in connection with a reduction in policy benefits will be subject to tax.

Loan amounts from or secured by a policy that is not a modified endowment contract are generally not taxed as distributions. However, the tax consequences of preferred loans are uncertain and a tax adviser should be consulted about such loans. Finally, neither distributions from, nor loan amounts from or secured by, a policy that is not a modified endowment contract are subject to the 10% additional income tax.

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Investment in the Policy

Your investment in the policy is generally the total of your aggregate premiums. When a distribution is taken from the policy, your investment in the policy is reduced by the amount of the distribution that is tax free.

Other Tax Matters

Policy Loans

In general, interest on a loan will not be deductible. A limited exception to this rule exists for certain interest paid in connection with certain "key person" insurance. You should consult a tax adviser to determine whether you qualify under this exception.

Moreover, the tax consequences associated with a preferred loan available in the policy are uncertain. Before taking out a loan, you should consult a tax adviser as to the tax consequences.

If a loan from a policy is outstanding when the policy is surrendered or lapses, then the amount of the outstanding indebtedness will be added to the amount treated as a distribution from the policy and will be taxed accordingly.

Accelerated Death Benefit Rider

We believe that payments under the accelerated death benefit rider should be fully excludable from the gross income of the beneficiary if the beneficiary is the insured under the policy, or is an individual who has no business or financial connection with the insured. (See Automatic Rider Benefits - Accelerated Death Benefit Rider on page XX for more information about this rider.) However, you should consult a qualified tax adviser about the consequences of adding this rider to a policy or requesting payment under this rider.

Continuation of a Policy

The tax consequences of continuing the policy beyond the policy anniversary nearest the insured person's 95^th birthday (if using the guideline premium test) or 100^th birthday (if using the cash value accumulation test) are unclear. For example, in certain situations it is possible that after the insured person reaches age 95 under a policy using the guideline premium test (or age 100 under a policy using the cash value accumulation test), the IRS could treat you as being in constructive receipt of the policy value if the policy value becomes equal to the death benefit. If this happens, an amount equal to the excess of the policy value over the investment in the policy would be includible in your income at that time. Because we believe the policy will continue to constitute life insurance at that time and the IRS has not issued any guidance on this issue, we do not intend to tax report any earnings due to the possibility of constructive receipt in this cir cumstance. You should consult a tax adviser if you intend to keep the policy in force after the insured person reaches age 95 if using the guideline premium test (or age 100 under a policy using the cash value accumulation test).

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Section 1035 Exchanges

Internal Revenue Code Section 1035 provides, in certain circumstances, that no gain or loss will be recognized on the exchange of one life insurance policy for another life insurance policy or an endowment or annuity contract. We accept 1035 exchanges with outstanding loans. Special rules and procedures apply to 1035 exchanges. These rules can be complex, and if you wish to take advantage of Section 1035, you should consult your tax adviser.

Tax-exempt Policy Owners

Special rules may apply to a policy that is owned by a tax-exempt entity. Tax-exempt entities should consult their tax adviser regarding the consequences of purchasing and owning a policy. These consequences could include an effect on the tax-exempt status of the entity and the possibility of the unrelated business income tax.

Tax Law Changes

Although the likelihood of legislative action is uncertain, 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.

Policy Changes to Comply with the Law

So that your policy continues to qualify as life insurance under the Internal Revenue Code, we reserve the right to refuse to accept all or part of your premium payments or to change your death benefit. We may refuse to allow you to make partial withdrawals that would cause your policy to fail to qualify as life insurance. We also may make changes to your policy or its riders or make distributions from your policy to the degree that we deem necessary to qualify your policy as life insurance for tax purposes.

If we make any change of this type, it applies the same way to all affected policies.

Any increase in your death benefit will cause an increase in your cost of insurance charges.

Policy Availability and Qualified Plans

Policy owners may use the policy with various arrangements, including:

• Certain qualified plans;
• Non-qualified deferred compensation or salary continuance plans;
• Split dollar insurance plans;
• Executive bonus plans;
• Retiree medical benefit plans; and
• Other plans.

The tax consequences of these plans may vary depending on the particular facts and circumstances of each arrangement. If you want to use your policy with any of these various arrangements, you should consult a qualified tax adviser regarding the tax issues of your particular arrangement.

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Life Insurance Owned by Businesses

In recent years, Congress has adopted new rules relating to life insurance owned by businesses. For example, in the case of a policy issued to a nonnatural taxpayer, or held for the benefit of such an entity, a portion of the taxpayer's otherwise deductible interest expenses may not be deductible as a result of ownership of a policy even if no loans are taken under the policy. (An exception to this rule is provided for certain life insurance contracts which cover the life of an individual who is a 20-percent owner, or an officer, director, or employee of a trade or business.) As another example, special rules apply if you are subject to the alternative minimum tax. Any business contemplating the purchase of a new policy or a change in an existing policy should consult a tax adviser.

Income Tax Withholding

The IRS requires us to withhold income taxes from any portion of the amounts individuals receive in a taxable transaction. We do not withhold income taxes if you elect in writing not to have withholding apply. If the amount withheld for you is insufficient to cover income taxes, you will have to pay income taxes and possibly penalties later.

Policy Transfers

The transfer of the policy or designation of a beneficiary may have federal, state and/or local transfer and inheritance tax consequences, including the imposition of gift, estate and generation-skipping transfer taxes. The individual situation of each policy owner or beneficiary will determine the extent, if any, to which federal, state and local transfer and inheritance taxes may be imposed and how ownership or receipt of policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation skipping and other taxes.

You should consult qualified legal or tax advisers for complete information on federal, state, local and other tax considerations.

ADDITIONAL INFORMATION

General Policy Provisions

Your Policy

The policy is a contract between you and us and is the combination of:

• Your policy;
• A copy of your original application and applications for benefit increases or decreases;
• Your riders;
• Your endorsements;
• Your policy schedule pages; and
• Your reinstatement applications.

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If you make a change to your coverage, we give you a copy of your changed application and new policy schedules. If you send your policy to us, we attach these items to your policy and return it to you. Otherwise, you need to attach them to your policy.

Unless there is fraud, we consider all statements made in an application to be representations and not guarantees. We use no statement to deny a claim, unless it is in an application.

A president or other officer of our company and our secretary or assistant secretary must sign all changes or amendments to your policy. No other person may change its terms or conditions.

Guaranteed Issue

We may offer policies on a guaranteed issue basis for certain individuals, groups or sponsored arrangements. We issue these policies up to a preset face amount with reduced evidence of insurability. Guaranteed issue policies carry a different mortality risk compared with policies that are fully underwritten, and we may charge different cost of insurance rates for guaranteed issue policies. The cost of insurance rates under these circumstances may depend on the:

• Issue age of the insured person; and
• Risk class of the insured person.

Generally, most guaranteed issue policies have higher overall charges for insurance than similar underwritten policies issued in the standard rate classes. This means that an insured person in a group or sponsored arrangement could get individual or fully underwritten insurance coverage at a lower overall cost.

Age

We issue your policy at the insured person's age (stated in your policy schedule) based on the nearest birthday to the policy date. On the policy date, the insured person can generally be no more than age 85 (age 70 for guaranteed issue policies).

We often use age to calculate rates, charges and values. We determine the insured person's age at a given time by adding the number of completed policy years to the age calculated at issue and shown in the schedule.

Ownership

The original owner is the person named as the owner in the policy application. The owner can exercise all rights and receive benefits during the life of the insured person. These rights include the right to change the owner, beneficiaries or the method designated to pay death benefit proceeds.

As a matter of law, all rights of ownership are limited by the rights of any person who has been assigned rights under the policy and any irrevocable beneficiaries.

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You may name a new owner by giving us written notice. The effective date of the change to the new owner is the date the prior owner signs the notice. However, we will not be liable for any action we take before a change is recorded at our customer service center. A change in ownership may cause the prior owner to recognize taxable income on gain under the policy.

Beneficiaries

You, as owner, name the beneficiaries when you apply for your policy. The primary beneficiaries who survive the insured person receive the death benefit proceeds. Other surviving beneficiaries receive death benefit proceeds only if there are no surviving primary beneficiaries. If more than one beneficiary survives the insured person, they share the death benefit proceeds equally, unless you specify otherwise. If none of your policy beneficiaries has survived the insured person, we pay the death benefit proceeds to you or to your estate, as owner.

You may name new beneficiaries during the insured person's lifetime. We pay death benefit proceeds to the beneficiaries whom you have most recently named according to our records. We do not make payments to multiple sets of beneficiaries. The designation of certain beneficiaries may have tax consequences. See TAX CONSIDERATIONS - Other Tax Matters, page XX.

Collateral Assignment

You may assign your policy by sending written notice to us. After we record the assignment, your rights as owner and the beneficiaries' rights (unless the beneficiaries were made irrevocable beneficiaries under an earlier assignment) are subject to the assignment. It is your responsibility to make sure the assignment is valid. The transfer or assignment of a policy may have tax consequences. See TAX CONSIDERATIONS - Other Tax Matters, page XX.

Incontestability

After your policy has been in force and the insured person is alive for two years from the policy date and from the effective date of any new coverage segment, an increase in any other benefit or reinstatement, we will not question the validity of statements in your applicable application.

Misstatements of Age or Gender

Notwithstanding the Incontestability provision above, if the insured person's age or gender has been misstated, we adjust the death benefit to the amount which would have been purchased for the insured person's correct age and gender. We base the adjusted death benefit on the cost of insurance charges deducted from your policy value on the last monthly processing date before the insured person's death, or as otherwise required by law.

If unisex cost of insurance rates apply, we do not make any adjustments for a misstatement of gender.

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Suicide

If the insured person commits suicide (while sane or insane), within two years of your policy date, unless otherwise required by law, we limit death benefit proceeds to:

• The total premium we receive to the time of death; minus
• Outstanding loan account value plus accrued loan interest; minus
• Partial withdrawals taken.

We make a limited payment to the beneficiaries for a new coverage segment or other increase if the insured person commits suicide (while sane or insane), within two years of the effective date of a new coverage segment or within two years of an increase in any other benefit, unless otherwise required by law. The limited payment is equal to the cost of insurance and periodic fees and charges which were deducted for the increase.

Anti-Money Laundering

In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have adopted an anti-money laundering program satisfying the requirements of the USA PATRIOT Act. Among other things, this program requires us, our agents and customers to comply with certain procedures and standards that serve to assure that our customers' identities are properly verified and that premiums are not derived from improper sources.

Under our anti-money laundering program, we may require policy owners, insured persons and/or beneficiaries to provide sufficient evidence of identification, and we reserve the right to verify any information provided to us by accessing information databases maintained internally or by outside firms.

We may also refuse to accept certain forms of premium payments or loan repayments (travelers cheques, for example) or restrict the amount of certain forms of premium payments or loan repayments (money orders totaling more than $5,000, for example). In addition, we may require information as to why a particular form of payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result in your policy entering a 61-day grace period during which you must make a sufficient payment, in an acceptable form, to keep your policy from lapsing. See Premium Payments - Premium Payments Affect Your Coverage, page *.

Our anti-money laundering program is subject to change without notice to take account of changes applicable in laws or regulations and our ongoing assessment of our exposure to illegal activity.

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Transaction Processing

Generally, within seven days of when we receive all information required to process a payment, we pay:

• Death benefit proceeds;
• Surrender value;
• Partial withdrawals; and
• Loan proceeds.

We may delay processing these transactions if:

• The New York Stock Exchange is closed for trading;
• Trading on the New York Stock Exchange is restricted by the SEC;
• There is an emergency so that it is not reasonably possible to sell securities in the sub-accounts or to determine the value of a sub-account's assets; and
• A governmental body with jurisdiction over the variable account allows suspension by its order.

SEC rules and regulations generally determine whether or not these conditions exist.

We execute transfers among the sub-accounts as of the valuation date of our receipt of your request at our customer service center.

We determine the death benefit as of the date of the insured person's death. The death benefit proceeds are not affected by subsequent changes in the value of the sub-accounts.

We may delay payment from our fixed account for up to six months, unless law requires otherwise, of surrender proceeds, withdrawal amounts or loan amounts. If we delay payment more than 30 days, we pay interest at our declared rate (or at a higher rate if required by law) from the date we receive your complete request.

Notification and Claims Procedures

Except for certain authorized telephone requests, we must receive in writing any election, designation, change, assignment or request made by the owner.

You must use a form acceptable to us. We are not liable for actions taken before we receive and record the written notice. We may require you to return your policy for changes to your policy or if you surrender it.

If the insured person dies while your policy is in force, please let us know as soon as possible. We will send you instructions on how to make a claim. As proof of the insured person's death, we may require proof of the deceased insured person's age and a certified copy of the death certificate.

The beneficiaries and the deceased insured person's next of kin may need to sign authorization forms. These forms allow us to get information such as medical records of doctors and hospitals used by the deceased insured person.

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Telephone Privileges

Telephone privileges are automatically provided to you and your agent/registered representative, unless you decline it on the application or contact our customer service center. Telephone privileges allow you or your agent/registered representative to call our customer service center to:

• Make transfers;
• Change premium allocations;
• Change your dollar cost averaging and automatic rebalancing programs;
• Request partial withdrawals; and
• Request a loan.

Our customer service center uses reasonable procedures to make sure that instructions received by telephone are genuine. These procedures may include:

• Requiring some form of personal identification;
• Providing written confirmation of any transactions; and
• Tape recording telephone calls.

By accepting telephone privileges, you authorize us to record your telephone calls with us. If we use reasonable procedures to confirm instructions, we are not liable for losses from unauthorized or fraudulent instructions. We may discontinue this privilege at any time. See Transfers - Limits on Frequent or Disruptive Transfers, page XX.

Telephone and facsimile privileges may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request by written request.

Non-participation

Your policy does not participate in the surplus earnings of Security Life of Denver Insurance Company.

Advertising Practices and Sales Literature

We may use advertisements and sales literature to promote this product, including:

• Articles on variable life insurance and other information published in business or financial publications;
• Indices or rankings of investment securities; and
• Comparisons with other investment vehicles, including tax considerations.

We may use information regarding the past performance of the sub-accounts and funds. Past performance is not indicative of future performance of the sub-accounts or funds and is not reflective of the actual investment experience of policy owners.

We may feature certain sub-accounts, the underlying funds and their managers, as well as describe asset levels and sales volumes. We may refer to past, current, or prospective economic trends, and, investment performance or other information we believe may be of interest to our customers.

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Settlement Options

You may elect to take the surrender value in other than one lump-sum payment. Likewise, you may elect to have the beneficiaries receive the death benefit proceeds other than in one lump-sum payment, if you make this election during the insured person's lifetime. If you have not made this election, the beneficiaries may do so within 60 days after we receive proof of the insured person's death.

The investment performance of the sub-accounts does not affect payments under these settlement options. Instead, interest accrues at a fixed rate based on the option you choose. Payment options are subject to our rules at the time you make your selection. Currently, a periodic payment must be at least $20 and the total proceeds must be at least $2,000.

The following settlement options are available:

• Option 1 - The proceeds and interest are paid in equal installments for a specified period until the proceeds and interest are all paid;
• Option 2 - The proceeds provide an annuity payment with a specified number of months. The payments are continued for the life of the primary payee. If the primary payee dies before the certain period is over, the remaining payments are paid to a contingent payee;
• Option 3 - The proceeds are left with us to earn interest. Withdrawals and any changes are subject to our approval;
• Option 4 - The proceeds and interest are paid in equal installments of a specified amount until the proceeds and interest are all paid; and
• Option 5 - Other options we offer at the time we pay the benefit.

If none of these settlement options have been elected, your surrender value or the death benefit proceeds will be paid in one lump-sum payment.

Unless you request otherwise, death benefit proceeds generally will be paid into an interest bearing account which is backed by our general account and can be accessed by the beneficiary through a checkbook feature. The beneficiary may access the death benefit proceeds at any time without penalty. Interest earned on this account may be less than interest paid on other settlement options.

Reports

Annual Statement. We will send you an annual statement once each policy year showing the amount of insurance coverage under your policy as well as your policy's death benefit, policy and surrender values, the amount of premiums you have paid, the amounts you have withdrawn, borrowed or transferred and the fees and charges we have imposed since the last statement.

We send semi-annual reports with financial information on the funds, including a list of investment holdings of each fund.

We send confirmation notices to you throughout the year for certain policy transactions such as transfers between investment options, partial withdrawals and loans. You are responsible for reviewing the confirmation notices to verify that the transactions are being made as requested.

64 - Asset Accumulator

Illustrations. To help you better understand how your policy values will vary over time under different sets of assumptions, we will provide you with a personalized illustration projecting future results based on the age and risk classification of the insured person and other factors such as the amount of insurance coverage, death benefit option, planned premiums and rates of return (within limits) you specify. We may assess a charge not to exceed $25 for each illustration you request after the first in a policy year. See Transaction Fees and Charges - Excess Illustration Fee, page XX.

Other Reports. We will mail to you at your last known address of record at least annually a report containing such information as may be required by any applicable law. To reduce expenses, only one copy of most financial reports and prospectuses, including reports and prospectuses for the funds, will be mailed to your household, even if you or other persons in your household have more than one policy issued by us or an affiliate. Call our customer service center toll-free at 1-877-253-5050 if you need additional copies of financial reports, prospectuses, historical account information or annual or semi-annual reports or if you would like to receive one copy for each policy in all future mailings.

Distribution of the Policies

We sell our policies through licensed insurance agents who are registered representatives of affiliated and unaffiliated broker/dealers. All broker/dealers who sell this policy have entered into selling agreements with us. Under these selling agreements, we pay a distribution allowance to broker/dealers, who in turn pay commissions to their agents/registered representatives who sell this policy.

;During the first policy year, we pay a distribution allowance of up to 100% of the target premium we receive. For premium over target we pay less. The distribution allowance we pay is up to 3% of gross premiums received in the second through tenth policy years and lower thereafter.

Additionally, broker/dealers also receive renewal commissions (trail commissions) of up to 0.10% annually of the net policy value on each monthly processing date after the first policy year. ;

In addition to these distribution allowances/commissions, we may also pay other amounts to broker/dealers and/or their agents/registered representatives. These amounts may include:

• Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to agents/registered representatives). These loans may have advantageous terms, such as reduction or elimination or the interest charged on the loan and/or forgiveness of the principal amount of the loan, which may be conditioned on insurance sales;
• Wholesaler fees and marketing allowances based on aggregate commissions paid during the year;
• Education and training allowances to facilitate our attendance at certain educational and training meetings to provide information and training about our products. We also hold training programs from time to time at our own expense;

Asset Accumulator - 65

• Sponsor payments or reimbursements for broker/dealers to use in sales contests for their agents/registered representatives. We do not hold contests directly based on sales of this product; and
• Certain overrides and other benefits, which may include cash compensation, based on the amount of earned commissions, agent/representative recruiting, and other activities that promote the sale of policies.

We pay dealer concessions, wholesaling fees, overrides, other allowances and benefits and the costs of all other incentives or training programs from our resources which include premium expense charges.

Trading - Industry Developments

As with many financial services companies, the company and affiliates of the company have received requests for information from various governmental and self-regulatory agencies in connection with investigations related to trading in investment company shares. In each case, full cooperation and responses are being provided. The company is also reviewing its policies and procedures in this area.

Legal Proceedings

We are not aware of any pending legal proceedings which involve the variable account as a party.

We are, or may be in the future, a defendant in various legal proceedings in connection with the normal conduct of our insurance operations. Some of these cases may seek class action status and may include a demand for punitive damages as well as for compensatory damages. In the opinion of management, the ultimate resolution of any existing legal proceeding is not likely to have a material adverse effect on our ability to meet our obligations under the policy.

Financial Statements

Financial statements of the variable account and the company are contained in the Statement of Additional Information. To request a free Statement of Additional Information, please contact our Customer Service Center at the address or telephone number on the back of this prospectus.

66 - Asset Accumulator

APPENDIX A

Definition of Life Insurance Factors

Guideline Premium Test Factors

Attained Age	Factor	Attained Age	Factor	Attained Age	Factor	Attained Age	Factor	Attained Age	Factor
0-40	2.50	48	1.97	56	1.46	64	1.22	72	1.11
41	2.43	49	1.91	57	1.42	65	1.20	73	1.09
42	2.36	50	1.85	58	1.38	66	1.19	74	1.07
43	2.29	51	1.78	59	1.34	67	1.18	75 - 90	1.05
44	2.22	52	1.71	60	1.30	68	1.17	91	1.04
45	2.15	53	1.64	61	1.28	69	1.16	92	1.03
46	2.09	54	1.57	62	1.26	70	1.15	93	1.02
47	2.03	55	1.50	63	1.24	71	1.13	94	1.01
								95 +	1.00

Cash Value Accumulation Test Factors

The cash value accumulation test factors vary depending on the age and gender of the insured person.

Generally, the cash value accumulation test requires that a policy's death benefit must be sufficient so that the policy value does not at any time exceed the net single premium required to fund the policy's future benefits. The net single premium for a policy is calculated using the greater of 4.00% or the rates of interest guaranteed in the Guaranteed Interest Division of the policy and the 1980 Commissioner's Standard Ordinary Mortality Table and will vary according to the age and gender of the insured person. The factors for the cash value accumulation test are then equal to 1 divided by the net single premium per dollar of paid up whole life insurance for the applicable age and gender.

A-1

APPENDIX B

The following chart lists the funds, the investment advisers and subadvisers to the funds and summary information regarding the investment objective of each fund. For information about each fund's expenses, see the Fund Expense Table on page * of this prospectus. More detailed information about the funds can be found in the current prospectus and Statement of Additional Information for each fund.

There is no assurance that the stated objectives and policies of any of the funds will be achieved. Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as defined under the 1940 Act.

Fund Name	Investment Adviser/Subadviser	Investment Objective
AIM V.I. Capital Appreciation Fund - Series I	Investment Adviser: A I M Advisors, Inc.	Seeks growth of capital.
AIM V.I. Government Securities Fund - Series I	Investment Adviser: A I M Advisors, Inc.	Seeks to achieve a high level of current income consistent with reasonable concern for safety of principal.
AIM V.I. High Yield Fund - Series I	Investment Adviser: A I M Advisors, Inc.	Seeks to achieve a high level of current income.
Alger American Growth Portfolio - Class O Shares	Investment Adviser: Fred Alger Management, Inc.	Seeks long-term capital appreciation.
Alger American Leveraged AllCap Portfolio - Class O Shares	Investment Adviser: Fred Alger Management, Inc.	Seeks long-term capital appreciation.
Alger American MidCap Growth Portfolio - Class O Shares	Investment Adviser: Fred Alger Management, Inc.	Seeks long-term capital appreciation.
American Funds Insurance Series - Growth Fund - Class 2	Investment Adviser: Capital Research and Management Company	Seeks growth of capital.
American Funds Insurance Series - Growth - Income Fund - Class 2	Investment Adviser: Capital Research and Management Company	Seeks capital growth and income over time.
American Funds Insurance Series - International Fund - Class 2	Investment Adviser: Capital Research and Management Company	Seeks growth of capital over time.
Fidelity® VIP Asset Manager SM Portfolio - Service Class	Investment Adviser: Fidelity Management & Research Company Subadvisers: Fidelity Management & Research (U.K.) Inc.; Fidelity Management & Research (Far East) Inc.; Fidelity Investments Japan Limited; Fidelity Investments Money Management, Inc.; FMR Co., Inc.	Seeks to obtain high total return with reduced risk over the long term.
Fidelity® VIP Growth Portfolio - Service Class	Investment Adviser: Fidelity Management & Research Company Subadviser: FMR Co., Inc.	Seeks to achieve capital appreciation.

B-1

Fund Name	Investment Adviser/Subadviser	Investment Objective
Fidelity® VIP Overseas Portfolio - Service Class	Investment Adviser: Fidelity Management & Research Company Subadvisers: Fidelity Management & Research (U.K.) Inc.; Fidelity Management & Research (Far East) Inc.; Fidelity International Investment Advisors (U.K.) Limited; Fidelity Investments Japan Limited; FMR Co., Inc.	Seeks long-term growth of capital.
ING Hard Assets Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: Baring International Investment Limited	A nondiversified Portfolio that seeks long-term capital appreciation.
ING JPMorgan Small Cap Equity Portfolio (formerly ING JPMorgan Fleming Small Cap Equity Portfolio) - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: J.P. Morgan Investment Management Inc.	A nondiversified Portfolio that seeks capital growth over the long term.
ING Legg Mason Value Portfolio (formerly ING Janus Growth and Income Portfolio) - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: Legg Mason Funds Management, Inc.	Seeks long-term growth of capital.
ING Liquid Assets Portfolio - Class S Shares	Investment Adviser: Directed Services, Inc. Subadviser: ;ING Investment Management Co. ;	Seeks high level of current income consistent with the preservation of capital and liquidity.
ING Marsico Growth Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: Marsico Capital Management, LLC	Seeks capital appreciation.
ING Mercury Focus Value Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: Mercury Advisors	Seeks long-term growth of capital
ING MFS Mid-Cap Growth Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: Massachusetts Financial Services Company	Seeks long-term growth of capital.
ING MFS Total Return Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: Massachusetts Financial Services Company	Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital.

B-2

Fund Name	Investment Adviser/Subadviser	Investment Objective
ING Salomon Brothers Investors Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: Salomon Brothers Asset Management, Inc.	Seeks long-term growth of capital.
ING Stock Index Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: ;ING Investment Management Co. ;	Seeks total return.
ING T. Rowe Price Capital Appreciation Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: T. Rowe Price Associates, Inc.	Seeks, over the long-term, a high total investment return, consistent with the preservation of capital and prudent investment risk.
ING T. Rowe Price Equity Income Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: T. Rowe Price Associates, Inc.	Seeks substantial dividend income as well as long-term growth of capital.
ING Van Kampen Equity Growth Portfolio - Class I Shares	Investment Adviser: Directed Services, Inc. Subadviser: Van Kampen	Seeks long-term capital appreciation.
ING JP Morgan Mid Cap Value Portfolio - Initial Class	Investment Adviser: ING Life Insurance and Annuity Company. Subadviser: J.P. Morgan Investment Management Inc.	Seeks growth from capital appreciation.
ING PIMCO Total Return Portfolio - Initial Class	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Pacific Investment Management Company LLC	Seeks maximum total return, consistent with capital preservation and prudent investment management.
ING Salomon Brothers Aggressive Growth Portfolio - Initial Class	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Salomon Brothers Asset Management Inc.	Seeks long-term growth of capital.
ING UBS U.S. Allocation Portfolio - Initial Class*	Investment Adviser: ING Life Insurance and Annuity Company Sub-Adviser: UBS Global Asset Management (US) Inc.	Seeks total return, consisting of long-term capital appreciation and current income.

* Effective November 8, 2004, ING UBS U.S. Allocation Portfolio will be renamed ING Van Kampen Equity and Income Portfolio and Morgan Stanley Investment Management, Inc. (d/b/a Van Kampen) will replace UBS Global Asset Management (US) Inc. as sub-adviser.

B-3

Fund Name	Investment Adviser/Subadviser	Investment Objective
ING Van Kampen Comstock Portfolio - Initial Class	Investment Adviser: ING Life Insurance and Annuity Company Sub-Adviser: Van Kampen	Seeks capital growth and income.
;ING VP Intermediate Bond Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ING Investment Management Co. ;	Seeks to maximize total return.
ING VP Index Plus LargeCap Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ;ING Investment Management Co. ;	Seeks to outperform the total return performance of the Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index), while maintaining a market level of risk.
ING VP Index Plus MidCap Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ;ING Investment Management Co. ;	Seeks to outperform the total return performance of the Standard & Poor's MidCap 400 Index (S&P MidCap 400 Index), while maintaining a market level of risk.
ING VP Index Plus SmallCap Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ;ING Investment Management Co. ;	Seeks to outperform the total return performance of the Standard and Poor's SmallCap 600 Index (S&P 600 Index), while maintaining a market level of risk.
;ING VP Strategic Allocation Balanced Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ING Investment Management Co.	Seeks to provide total return (i.e., income and capital appreciation, both realized and unrealized).
ING VP Strategic Allocation Growth Portfolio -Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ING Investment Management Co.	Seeks to provide capital appreciation.
ING VP Strategic Allocation Income Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ING Investment Management Co.	Seeks to provide total return consistent with preservation of capital. ;
ING VP MagnaCap Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ;ING Investment Management Co. ;	Seeks growth of capital with dividend income as a secondary consideration.
ING VP MidCap Opportunities Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ;ING Investment Management Co. ;	Seeks long-term capital appreciation.
ING VP SmallCap Opportunities Portfolio - Class I Shares	Investment Adviser: ING Investments, LLC Sub-Adviser: ;ING Investment Management Co.	Seeks long-term capital appreciation.
INVESCO VIF-Core Equity Fund - Series I shares	Investment Adviser: A I M Advisors, Inc. Investment Sub-Adviser: INVESCO Institutional (N.A.), Inc.	Seeks to provide a high total return.

B-4

Fund Name	Investment Adviser/Subadviser	Investment Objective
INVESCO VIF-Health Sciences Fund - Series I shares	Investment Adviser: A I M Advisors, Inc. Investment Sub-Adviser: INVESCO Institutional (N.A.), Inc.	Seeks capital growth.
INVESCO VIF-Small Company Growth Fund - Series I shares	Investment Adviser: A I M Advisors, Inc. Investment Sub-Adviser: INVESCO Institutional (N.A.), Inc.	Seeks long-term capital growth.
INVESCO VIF-Total Return Fund - Series I shares	Investment Adviser: A I M Advisors, Inc. Investment Sub-Adviser: INVESCO Institutional (N.A.), Inc.	Seeks to provide high total return.
INVESCO VIF-Utilities Fund - Series I shares	Investment Adviser: A I M Advisors, Inc. Investment Sub-Adviser: INVESCO Institutional (N.A.), Inc.	Seeks capital growth.
;Janus Aspen International Growth Portfolio - Service Shares	Investment Adviser: Janus Capital	Seeks long-term growth of capital. ;
Neuberger Berman AMT Growth Portfolio - Class I Shares	Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser: Neuberger Berman, LLC	Seeks growth of capital.
Neuberger Berman AMT Limited Maturity Bond Portfolio - Class I Shares	Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser: Neuberger Berman, LLC	Seeks the highest available current income consistent with liquidity and low risk to principal; total return is a secondary goal.
Pioneer Mid Cap Value VCT Portfolio - Class I Shares	Investment Adviser: Pioneer Investment Management, Inc.	Seeks capital appreciation.
Pioneer Small Cap Value VCT Portfolio - Class I Shares	Investment Adviser: Pioneer Investment Management, Inc.	Seeks capital growth.
Putnam VT Growth and Income Fund - Class IB Shares	Investment Adviser: Putnam Investment Management, LLC	Seeks capital growth and current income.
Putnam VT New Opportunities Fund - Class IB Shares	Investment Adviser: Putnam Investment Management, LLC	Seeks long-term capital appreciation.
Putnam VT Small Cap Value Fund - Class IB Shares	Investment Adviser: Putnam Investment Management, LLC	Seeks capital appreciation.
Putnam VT Voyager Fund - Class IB Shares	Investment Adviser: Putnam Investment Management, LLC	Seeks capital appreciation.
Van Eck Worldwide Bond Fund	Investment Adviser: Van Eck Associates Corporation	Seeks high total return--income plus capital appreciation.

B-5

Fund Name	Investment Adviser/Subadviser	Investment Objective
Van Eck Worldwide Emerging Markets Fund	Investment Adviser: Van Eck Associates Corporation	Seeks long-term capital appreciation.
Van Eck Worldwide Hard Assets Fund	Investment Adviser: Van Eck Associates Corporation	Seeks long-term capital appreciation.
Van Eck Worldwide Real Estate Fund	Investment Adviser: Van Eck Associates Corporation	Seeks to maximize return.

B-6

MORE INFORMATION IS AVAILABLE

If you would like more information about us, the variable account or the policy, the following documents are available free upon request:

• Statement of Additional Information ("SAI") - The SAI contains more specific information about the variable account and the policy, as well as the financial statements of the variable account and the company. The SAI is incorporated by reference into (made legally part of) this prospectus. The following is the Table of Contents for the SAI:

	Page
General Information and History	2
Performance Reporting and Advertising	2
Experts	3
Financial Statements	4
Financial Statements of Security Life Separate Account L1	S-1
Statutory Basis Financial Statements of Security Life of Denver Insurance Company	F-1

• A personalized illustration of policy benefits - A personalized illustration can help you understand how the policy works, given the policy's fees and charges along with the investment options, features and benefits and optional benefits you select. A personalized illustration can also help you compare the policy's death benefits, policy value and surrender value with other life insurance policies based on the same or similar assumptions. We reserve the right to assess a fee of up to $25 for each personalized illustration you request after the first each policy year. See Transaction Fees and Charges - Excess Illustration Fee, page XX.

To request a free SAI or personalized illustration of policy benefits or to make other inquiries about the policy, please contact us at our:

Customer Service Center

P.O. Box 5065

Minot, ND 58702-5065

1-877-253-5050

Additional information about us, the variable account or the policy (including the SAI) can be reviewed and copied from the SEC's Internet website (www.sec.gov) or at the SEC's Public Reference Room in Washington, DC. Copies of this additional information may also be obtained, upon payment of a duplicating fee, by writing the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549-0102. More information about operation of the SEC's Public Reference Room can be obtained by calling 202-942-8090.

1940 Act File No. 811-08292
;1933 Act file No. 333-117329 ;

ASSET ACCUMULATOR
A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
issued by
Security Life of Denver Insurance Company
and its
Security Life Separate Account L1
 
;M Funds Supplement Dated September XX, 2004,
to the Prospectus dated September XX, 2004 ;

This Supplement adds certain information to your Prospectus, dated September XX, 2004. Please read it carefully and keep it with your Prospectus for future reference. ;

______________________________________________________________________

Variable Investment Options. Four additional funds are currently available through your Policy:

• Brandes International Equity Fund;

• Business Opportunity Value Fund;

• Frontier Capital Appreciation Fund; and

• Turner Core Growth Fund.

For a more complete description of these funds' investments, risks, costs and expenses, please see the accompanying prospectus for each fund.

Your policy's prospectus and the fund prospectuses can be requested by calling our Customer Service Center toll-free at 1-877-253-5050. These prospectuses contain information about your policy's investment options and the various fund fees and charges. Please read your policy's prospectus and the fund prospectuses carefully before investing.

* * * * * * * * * * * * * * * * *

The following information is added to the Fund Expense Table which begins on page 12 of the prospectus:

Fund Name	Management Fees	Distribution (12b-1) Fees	Other Expenses	Total Gross Annual Fund Expenses	Fees and Expenses Waived or Reimbursed	Total Net Annual Fund Expenses
M Fund, Inc. Brandes International Equity Fund 1	0.72%	N/A	0.25%	0.97%	0.00%	0.97%
M Fund, Inc. Business Opportunity Value Fund 1	0.65%	N/A	0.88%	1.53%	0.63%	0.90%
M Fund, Inc. Frontier Capital Appreciation Fund 1	0.90%	N/A	0.21%	1.11%	0.00%	1.11%
M Fund, Inc. Turner Core Growth Fund 1	0.45%	N/A	0.27%	0.72%	0.02%	0.70%

¹ For the period ending May 1, 2004 to April 30, 2005, the adviser has contractually agreed to reimburse the Fund for any expenses (other than advisory fees, brokerage or other portfolio transaction expenses or expenses for litigation, indemnification, taxes or other extraordinary expenses) to the extent that such expenses exceed 0.25% of the Fund's annualized average daily net assets. Fees and expenses shown are for the year ended December 31, 2003. Future fees and expenses may be different.

133294 Page 1 of 2 September 2004

The following information is added to Appendix B of the prospectus:

Fund Name	Investment Adviser/Subadviser	Investment Objective
M Fund Brandes International Equity Fund	Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Brandes Investment Partners, LLC	Seeks to provide long-term capital appreciation.
M Fund Business Opportunity Value Fund	Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Iridian Asset Management LLC	Seeks to provide long-term capital appreciation.
M Fund Frontier Capital Appreciation Fund	Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Frontier Capital Management Company, LLC	Seeks to provide maximum capital appreciation.
M Fund Turner Core Growth Fund	Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Turner Investment Partners, Inc.	Seeks to provide long-term capital appreciation.

133294 Page 2 of 2 September 2004

PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

SECURITY LIFE SEPARATE ACCOUNT L1 OF SECURITY LIFE OF DENVER INSURANCE COMPANY
;Statement of Additional Information dated September XX, 2004 ;
ASSET ACCUMULATOR Variable Universal Life Insurance Policy
This Statement of Additional Information is not a prospectus and should be read in conjunction with the current Asset Accumulator prospectus dated September XX, 2004. The policy offered in connection with the prospectus is a flexible premium variable universal life insurance policy funded through the Security Life Separate Account L1.
A free prospectus is available upon request by contacting the Security Life of Denver Insurance Company Customer Service P.O. Box 5065, Minot, ND 58702-5065, by calling 1-877-253-5050 or by accessing the SEC's web site at www.sec.gov.
Read the prospectus before you invest. Unless otherwise indicated, terms used in this Statement of Additional Information shall have the same meaning as in the prospectus.
TABLE OF CONTENTS
	Page
General Information and History	2
Performance Reporting and Advertising	3
Experts	4
Financial Statements	5
Financial Statements of Security Life Separate Account L1	S-1
Statutory-Basis Financial Statements of Security Life of Denver Insurance Company	F-1

GENERAL INFORMATION AND HISTORY

Security Life of Denver Insurance Company (the "company," "we," "us," "our") issues the policy described in the prospectus and is responsible for providing each policy's insurance benefits. We are a stock life insurance company organized in 1929 and incorporated under the laws of the State of Colorado and an indirect, wholly-owned 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. We are engaged in the business of issuing insurance policies. Our headquarters is at 1290 Broadway, Denver, Colorado 80203-5699.

We established the 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 for the purpose of funding variable life insurance policies issued by us. The variable account is registered with the Securities and Exchange Commission ("SEC") as a unit investment trust under the Investment Company Act of 1940, as amended. Premium payments may be allocated to one or more of the available sub-accounts of the variable account. Each sub-account invests in shares of a corresponding fund at net asset value. We may make additions to, deletions from or substitutions of available funds as permitted by law and subject to the conditions of the policy.

Other than the policy owner fees and charges described in the prospectus, all expenses incurred in the operations of the variable account are borne by the company. We do, however, receive compensation for certain recordkeeping, administration or other services from the funds or affiliates of the funds available through the policies. See "Fees and Charges" in the prospectus.

The company maintains custody of the assets of the variable account. As custodian, the company holds cash balances for the variable account pending investment in the funds or distribution. The funds in whose shares the assets of the sub-accounts of the variable account are invested each have custodians, as discussed in the respective fund prospectuses.

PERFORMANCE REPORTING AND ADVERTISING

Information regarding the past, or historical, performance of the sub-accounts of the variable account and the funds available for investment through the sub-accounts of the variable account may appear in advertisements, sales literature or reports to policy owners or prospective purchasers. SUCH PERFORMANCE INFORMATION FOR THE SUB-ACCOUNTS WILL REFLECT THE DEDUCTION OF ALL FUND FEES AND CHARGES, INCLUDING INVESTMENT MANAGEMENT FEES, DISTRIBUTION (12B-1) FEES AND OTHER EXPENSES BUT WILL NOT REFLECT DEDUCTIONS FOR ANY POLICY FEES AND CHARGES. IF THE POLICY'S PREMIUM EXPENSE, COST OF INSURANCE, MORTALITY AND EXPENSE RISK, POLICY AND ADMINISTRATIVE CHARGES AND THE OTHER TRANSACTION, PERIODIC OR OPTIONAL BENEFITS FEES AND CHARGES WERE DEDUCTED, THE PERFORMANCE SHOWN WOULD BE SIGNIFICANTLY LOWER.

With respect to performance reporting it is important to remember that past performance does not guarantee future results. Current performance may be higher or lower than the performance shown and actual investment returns and principal values will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost.

2

Performance history of the sub-accounts of the variable account and the corresponding funds is measured by comparing the value at the beginning of the period to the value at the end of the period. Performance is usually calculated for periods of one month, three months, year-to-date, one year, three years, five years, ten years (if the fund has been in existence for these periods) and since the inception date of the fund (if the fund has been in existence for less than ten years). We may provide performance information showing average annual total returns for periods prior to the date a sub-account commenced operation. We will calculate such performance information based on the assumption that the sub-accounts were in existence for the same periods as those indicated for the funds, with the level of charges at the variable account level that were in effect at the inception of the sub-accounts. Performance information will be specific to the class of fund shares offered through the policy, however, for periods prior to the date a class of fund shares commenced operations, performance information may be based on a different class of shares of the same fund. In this case, performance for the periods prior to the date a class of fund shares commenced operations will be adjusted by the fund fees and expenses associated with the class of fund shares offered through the policy.

We may compare performance of the sub-accounts and/or the funds as reported from time to time in advertisements and sales literature to other variable life insurance issuers in general; to the performance of particular types of variable life insurance policies investing in mutual funds; or to investment series of mutual funds with investment objectives similar to each of the sub-accounts, whose performance is reported by Lipper Analytical Services, Inc. ("Lipper") and Morningstar. Inc. ("Morningstar") or reported by other series, companies, individuals or other industry or financial publications of general interest, such as Forbes, Money, The Wall Street Journal, Business Week, Barron's, Kiplinger's and Fortune. Lipper and Morningstar are independent services which monitor and rank the performances of variable life insurance issuers in each of the major categories of investment objectives on an industry-wide basis.

Lipper's and Morningstar's rankings include variable annuity issuers as well as variable life insurance issuers. The performance analysis prepared by Lipper and Morningstar ranks such issuers on the basis of total return, assuming reinvestment of distributions, but does not take sales charges, redemption fees or certain expense deductions at the separate account level into consideration. We may also compare the performance of each sub-account in advertising and sales literature to the Standard & Poor's Index of 500 common stocks and the Dow Jones Industrials, which are widely used measures of stock market performance. We may also compare the performance of each sub-account to other widely recognized indices. Unmanaged indices may assume the reinvestment of dividends, but typically do not reflect any "deduction" for the expense of operating or managing an investment portfolio.

To help you better understand how your policy's death benefits, policy value and surrender value will vary over time under different sets of assumptions, we encourage you to obtain a personalized illustration. Personalized illustrations will assume deductions for fund expenses and policy and variable account charges. We will base these illustrations on the age and risk classification of the insured person and other factors such as the amount of insurance coverage, death benefit option, premiums and rates of return (within limits) you specify. These personalized illustrations will be based on either a hypothetical investment return of the funds of 0% and other percentages not to exceed 12% or on the actual historical experience of the funds as if the sub-accounts had been in existence and a policy issued for the same periods as those indicated for the funds. Subject to regulatory approval, personalized illustrations may be based upon a weighted average of fund expenses rather t han an arithmetic average. A personalized illustration is available upon request by contacting our Customer Service Center at P.O. Box 5065, Minot, ND 58702-5065 or by calling 1-877-253-5050.

EXPERTS

;The statements of assets and liabilities of Security Life Separate Account L1 as of December 31, 2003 and the related statement of operations for the year then ended and statements of changes in net assets for each of the two years in the period then ended and the statutory-basis financial statements of Security Life of Denver Insurance Company as of December 31, 2003 and 2002 and for the years then ended, appearing in this Statement of Additional Information, have been audited by _____________________, independent auditors, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing. ;

3

FINANCIAL STATEMENTS

The financial statements of the variable account reflect the operations of the variable account as of December 31, 2003, and for the year then ended and are audited.

The statutory-basis financial statements of the company as of December 31, 2003 and 2002 and for the years then ended are audited. The financial statements of the company should be distinguished from the financial statements of the variable account and should be considered only as bearing upon the ability of the company to meet its obligations under the policies. They should not be considered as bearing on the investment performance of the assets held in the variable account. The periods covered are not necessarily indicative of the longer term performance of the company.

;The primary business address of _______________________ is ________________________________________. ;

4

SECURITY LIFE OF DENVER INSURANCE COMPANY
SEPARATE ACCOUNT L1
Financial Statements
Year ended December 31, 2003
Contents
Report of Independent Auditors	S-2
Audited Financial Statements
Statements of Assets and Liabilities	S-5
Statements of Operations	S-19
Statements of Changes in Net Assets	S-33
Notes to Financial Statements	S-50

S-1

Report of Independent Auditors

The Board of Directors and Participants

Security Life of Denver Insurance Company

We have audited the accompanying statements of assets and liabilities of Security Life of Denver Insurance Company Separate Account L1 (the "Account") as of December 31, 2003, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements. These financial statements are the responsibility of the Account's management. Our responsibility is to express an opinion on these financial statements based on our audits. The Account is comprised of the following Divisions:

AIM Variable Insurance Funds:
  AIM VI Capital Appreciation Fund - Series I Shares
  AIM VI Government Securities Fund - Series I Shares
Alger American Funds:
  Alger American Growth Portfolio - Class O Shares
  Alger American Leveraged AllCap Portfolio - Class O Shares
  Alger American MidCap Growth Portfolio - Class O Shares
  Alger American Small Capitalization Portfolio - Class O     Shares
American Funds Insurance Series:
  American Funds - Growth Fund - Class 2
  American Funds - Growth-Income Fund - Class 2
  American Funds - International Fund - Class 2
Fidelity® Variable Insurance Products Funds:
  Fidelity® VIP Asset Manager^SM Portfolio - Initial Class
  Fidelity® VIP Asset Manager^SM Portfolio - Service Class
  Fidelity® VIP Growth Portfolio - Initial Class
  Fidelity® VIP Growth Portfolio - Service Class
  Fidelity® VIP Index 500 Portfolio - Initial Class
  Fidelity® VIP Money Market Portfolio - Initial Class
  Fidelity® VIP Overseas Portfolio - Initial Class
  Fidelity® VIP Overseas Portfolio - Service Class
ING Income Shares:
  ING VP Bond Portfolio - Class R
ING Investors Trust:
  ING Hard Assets Portfolio - Institutional Class
  ING Limited Maturity Bond Portfolio - Service Class
  ING Liquid Assets Portfolio - Service Class
  ING Marisco Growth Portfolio - Institutional Class
  ING MFS Mid Cap Growth Portfolio - Institutional Class
  ING MFS Research Portfolio - Institutional Class
  ING MFS Total Return Portfolio - Institutional Class
  ING T. Rowe Price Capital Appreciation Portfolio -     Institutional Class
  ING T. Rowe Price Equity Income Portfolio - Institutional     Class
ING Partners, Inc.:
  ING JPMorgan Mid Cap Value - Initial Class
  ING PIMCO Total Return Portfolio - Initial Class
  ING Salomon Brothers Aggressive Growth Portfolio - Initial     Class
  ING Salomon Brothers Investors Portfolio - Institutional     Class
  ING UBS Tactical Asset Allocation Portfolio - Initial Class
  ING Van Kampen Comstock Portfolio - Initial Class

S-2

ING Variable Portfolios, Inc.:
  ING VP Index Plus Large Cap Portfolio - Class R
  ING VP Index Plus Mid Cap Portfolio - Class R
  ING VP Index Plus Small Cap Portfolio - Class R
ING Variable Products Trust:
  ING VP Growth Opportunities Portfolio - Class R
  ING VP MagnaCap Portfolio - Class R
  ING VP MidCap Opportunities Portfolio - Class R
  ING VP SmallCap Opportunities Portfolio - Class R
INVESCO Variable Investment Funds, Inc.:
  INVESCO VIF-Core Equity Fund
  INVESCO VIF-Health Sciences Fund
  INVESCO VIF-High Yield Fund
  INVESCO VIF-Small Company Growth Fund
  INVESCO VIF-Total Return Fund
  INVESCO VIF-Utilities Fund
Janus Aspen Series:
  Janus Aspen Growth Portfolio - Service Shares
  Janus Aspen Series International Growth Portfolio - Service     Shares
  Janus Aspen Series Mid Cap Growth Portfolio - Service Shares
  Janus Aspen Series Worldwide Growth Portfolio - Service Shares
M Fund, Inc:
  Brandes International Equity Fund
  Business Opportunity Value Fund
  Clifton Enhanced US Equity Fund
  Frontier Capital Appreciation Fund
  Turner Core Growth Fund
Neuberger Berman Advisers Management Trust:
  Neuberger Berman AMT Growth Portfolio
  Neuberger Berman AMT Limited Maturity Bond Portfolio -      Class I
  Neuberger Berman AMT Partners Portfolio - Class I
Pioneer Variable Contracts Trust:
  Pioneer Mid-Cap Value VCT Portfolio - Class I
  Pioneer Small Cap Value VCT Portfolio - Class I
Putnam Variable Trust:
  Putnam VT Growth and Income Fund - Class IB Shares
  Putnam VT New Opportunities Fund - Class IB Shares
  Putnam VT Small Cap Value Fund - Class IB Shares
  Putnam VT Voyager Fund - Class IB Shares
Van Eck Worldwide Insurance Trust:
  Van Eck Worldwide Bond Fund
  Van Eck Worldwide Emerging Markets Fund
  Van Eck Worldwide Hard Assets Fund
  Van Eck Worldwide Real Estate Fund

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2003, by correspondence with the transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

S-3

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of each of the Divisions of the Security Life of Denver Insurance Company Separate Account L1 at December 31, 2003, and the results of their operations and changes in their net assets for the periods disclosed in the financial statements, in conformity with accounting principles generally accepted in the United States.

/s/ __________________

_______________

_______________

S-4

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

					Alger	Alger
		AIM VI	AIM VI	Alger	American	American
		Capital	Government	American	Leveraged	MidCap
		Appreciation	Securities	Growth	AllCap	Growth
Assets
Investments in mutual funds
	at fair value	$           10,989	$           29,800	$           44,540	$           18,180	$           43,924
Total assets		10,989	29,800	44,540	18,180	43,924
Net assets		$           10,989	$           29,800	$           44,540	$           18,180	$           43,924
Number of units outstanding:
	Class A	944,437.260	2,017,586.972	1,922,128.600	579,069.968	1,272,167.837
	Class B	102,125.603	270,861.713	339,052.152	122,901.103	352,070.795
Value per unit:
	Class A	$             10.65	$             13.01	$             21.74	$             29.61	$ 30.91
	Class B	$               9.11	$             13.11	$               8.12	$               8.41	$ 13.07
Total number of
	mutual fund shares	516,383	2,436,615	1,337,945	647,200	2,387,189
Cost of mutual fund shares		$ 9,880	$           29,728	$           53,013	$           17,706	$           37,439

The accompanying notes are an integral part of these financial statements.

S-5

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

		Alger
		American	American	American	American	Fidelity® VIP
		Small	Funds	Funds	Funds	Asset
		Capitalization	Growth	Growth-Income	International	ManagerSM
Assets
Investments in mutual funds
	at fair value	$           19,376	$           3,929	$             3,463	$           2,412	$           21,003
Total assets		19,376	3,929	3,463	2,412	21,003
Net assets		$           19,376	$           3,929	$             3,463	$           2,412	$           21,003
Number of units outstanding:
	Class A	1,366,912.242	225,349.476	185,194.154	102,569.110	1,159,746.952
	Class B	79,486.668	79,266.687	82,606.086	71,120.487	-
Value per unit:
	Class A	$             13.76	$           12.88	$             12.91	$           13.86	$             18.11
	Class B	$               7.14	$           12.95	$             12.98	$           13.93	$                   -
Total number of
	mutual fund shares	1,114,859	86,352	103,437	180,024	1,452,491
Cost of mutual fund shares		$           14,541	$           3,680	$             3,238	$           2,199	$           19,253

The accompanying notes are an integral part of these financial statements.

S-6

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

		Fidelity® VIP				Fidelity® VIP
		Asset	Fidelity® VIP	Fidelity® VIP	Fidelity® VIP	Money
		ManagerSM SC	Growth	Growth SC	Index 500	Market
Assets
Investments in mutual funds
	at fair value	$             1,056	$           53,751	$             2,000	$         195,682	$           68,318
Total assets		1,056	53,751	2,000	195,682	68,318
Net assets		$             1,056	$           53,751	$             2,000	$         195,682	$           68,318
Number of units outstanding:
	Class A	-	2,323,048.766	-	7,056,176.390	4,914,978.848
	Class B	99,266.388	61,069.091	252,804.825	2,380,264.503	-
Value per unit:
	Class A	$                  -	$             22.92	$                  -	$             24.75	$             13.90
	Class B	$             10.64	$               8.29	$               7.91	$               8.84	$                  -
Total number of
	mutual fund shares	73,500	1,731,654	64,673	1,551,430	68,318,206
Cost of mutual fund shares		$                967	$           50,314	$             1,635	$         199,626	$           68,317

The accompanying notes are an integral part of these financial statements.

S-7

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

						ING Limited
		Fidelity® VIP	Fidelity® VIP	ING VP	ING Hard	Maturity
		Overseas	Overseas SC	Bond	Assets	Bond
Assets
Investments in mutual funds
	at fair value	$           38,294	$             1,641	$             5,775	$                  61	$                465
Total assets		38,294	1,641	5,775	61	465
Net assets		$           38,294	$             1,641	$             5,775	$                  61	$                465
Number of units outstanding:
	Class A	2,625,421.903	-	330,623.842	2,681.885	-
	Class B	49,330.145	188,658.881	174,719.213	1,466.933	35,577.884
Value per unit:
	Class A	$             14.41	$                  -	$             11.38	$             15.45	$                  -
	Class B	$               9.35	$               8.70	$             11.52	$             13.11	$             13.08
Total number of
	mutual fund shares	2,456,290	105,688	408,146	4,072	39,945
Cost of mutual fund shares		$           31,499	$             1,324	$             5,664	$                  55	$                462

The accompanying notes are an integral part of these financial statements.

S-8

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

				ING MFS		ING MFS
		ING Liquid	ING Marisco	Mid Cap	ING MFS	Total
		Assets	Growth	Growth	Research	Return
Assets
Investments in mutual funds
	at fair value	$           20,993	$             1,870	$             2,923	$                    7	$             1,246
Total assets		20,993	1,870	2,923	7	1,246
Net assets		$           20,993	$             1,870	$             2,923	$                    7	$             1,246
Number of units outstanding:
	Class A	-	91,871.834	247,475.560	-	29,404.864
	Class B	1,827,077.212	89,645.416	133,424.028	794.548	70,057.945
Value per unit:
	Class A	$                  -	$             12.78	$               6.79	$                  -	$             11.57
	Class B	$             11.49	$               7.76	$               9.31	$               8.22	$             12.93
Total number of
	mutual fund shares	20,993,117	144,831	288,503	439	72,361
Cost of mutual fund shares		$           20,993	$             1,819	$             2,608	$                    6	$             1,159

The accompanying notes are an integral part of these financial statements.

S-9

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

				ING		ING Salomon
		ING T. Rowe	ING T. Rowe	JPMorgan	ING PIMCO	Brothers
		Price Capital	Price Equity	Mid Cap	Total	Aggressive
		Appreciation	Income	Value	Return	Growth
Assets
Investments in mutual funds
	at fair value	$           22,308	$             2,734	$             1,139	$             5,884	$                123
Total assets		22,308	2,734	1,139	5,884	123
Net assets		$           22,308	$             2,734	$             1,139	$             5,884	$                123
Number of units outstanding:
	Class A	1,223,705.521	157,946.036	47,421.972	520,349.537	5,398.709
	Class B	461,983.799	62,189.463	41,853.534	55,721.030	4,186.085
Value per unit:
	Class A	$             13.16	$             12.70	$             12.73	$             10.21	$             12.77
	Class B	$             13.43	$             11.71	$             12.80	$             10.26	$             12.83
Total number of
	mutual fund shares	1,044,890	225,404	95,668	554,093	3,369
Cost of mutual fund shares		$           18,836	$             2,492	$             1,079	$             5,927	$                116

The accompanying notes are an integral part of these financial statements.

S-10

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

			ING UBS
		ING Salomon	Tactical	ING	ING VP Index	ING VP Index
		Brothers	Asset	Van Kampen	Plus	Plus
		Investors	Allocation	Comstock	Large Cap	Mid Cap
Assets
Investments in mutual funds
	at fair value	$                161	$                143	$             4,034	$             4,224	$             7,802
Total assets		161	143	4,034	4,224	7,802
Net assets		$                161	$                143	$             4,034	$             4,224	$             7,802
Number of units outstanding:
	Class A	9,425.543	9,596.183	214,534.918	226,365.623	278,489.976
	Class B	2,946.635	4,881.472	157,806.996	195,624.913	433,647.315
Value per unit:
	Class A	$             13.02	$               9.85	$             10.78	$               9.95	$             10.87
	Class B	$             13.09	$               9.97	$             10.91	$             10.08	$             11.01
Total number of
	mutual fund shares	15,347	4,718	380,600	311,982	498,826
Cost of mutual fund shares		$                147	$                130	$             3,514	$             3,633	$             6,477

The accompanying notes are an integral part of these financial statements.

S-11

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

		ING VP Index	ING VP		ING VP	ING VP
		Plus	Growth	ING VP	MidCap	SmallCap
		Small Cap	Opportunities	MagnaCap	Opportunities	Opportunities
Assets
Investments in mutual funds
	at fair value	$             2,906	$                281	$             1,281	$             1,404	$             2,743
Total assets		2,906	281	1,281	1,404	2,743
Net assets		$             2,906	$                281	$             1,281	$             1,404	$             2,743
Number of units outstanding:
	Class A	149,254.314	27,649.204	86,895.751	37,427.115	244,164.180
	Class B	112,197.465	8,484.742	44,048.862	114,164.269	120,896.212
Value per unit:
	Class A	$             11.05	$               7.75	$               9.71	$               9.12	$               7.46
	Class B	$             11.20	$               7.91	$               9.92	$               9.31	$               7.62
Total number of
	mutual fund shares	214,931	56,392	144,878	228,326	185,819
Cost of mutual fund shares		$             2,330	$                251	$             1,054	$             1,104	$             2,487

The accompanying notes are an integral part of these financial statements.

S-12

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

					INVESCO
		INVESCO	INVESCO	INVESCO	VIF - Small	INVESCO
		VIF - Core	VIF - Health	VIF - High	Company	VIF - Total
		Equity	Sciences	Yield	Growth	Return
Assets
Investments in mutual funds
	at fair value	$           27,110	$                631	$           27,768	$           13,864	$           10,471
Total assets		27,110	631	27,768	13,864	10,471
Net assets		$           27,110	$                631	$           27,768	$           13,864	$           10,471
Number of units outstanding:
	Class A	1,036,512.551	45,231.327	1,629,863.630	959,716.789	583,565.243
	Class B	230,372.665	15,443.595	213,277.916	141,139.985	55,869.316
Value per unit:
	Class A	$             23.99	$             10.37	$             15.79	$             12.99	$             16.94
	Class B	$               9.74	$             10.50	$               9.53	$               9.90	$             10.47
Total number of
	mutual fund shares	1,513,666	35,925	3,501,650	1,024,686	825,753
Cost of mutual fund shares		$           26,644	$                549	$           26,260	$           11,582	$           10,000

The accompanying notes are an integral part of these financial statements.

S-13

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

				Janus Aspen	Janus Aspen
		INVESCO	Janus Aspen	International	Mid Cap	Janus Aspen
		VIF - Utilities	Growth	Growth	Growth	Worldwide
Assets
Investments in mutual funds
	at fair value	$             8,951	$             4,019	$             6,883	$             2,203	$             3,806
Total assets		8,951	4,019	6,883	2,203	3,806
Net assets		$             8,951	$             4,019	$             6,883	$             2,203	$             3,806
Number of units outstanding:
	Class A	581,378.008	470,135.461	691,879.328	469,269.981	473,178.664
	Class B	111,563.193	210,606.487	358,207.136	90,389.303	153,209.052
Value per unit:
	Class A	$             14.13	$               5.86	$               6.50	$               3.92	$               6.04
	Class B	$               6.60	$               6.00	$               6.66	$               4.02	$               6.19
Total number of
	mutual fund shares	690,678	211,063	300,694	104,651	148,108
Cost of mutual fund shares		$             7,876	$             3,265	$             5,482	$             1,908	$             3,503

The accompanying notes are an integral part of these financial statements.

S-14

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

		Brandes	Business	Frontier		Neuberger
		International	Opportunity	Capital	Turner	Berman AMT
		Equity	Value	Appreciation	Core Growth	Growth
Assets
Investments in mutual funds
	at fair value	$             8,330	$             1,103	$             5,926	$             1,538	$           14,408
Total assets		8,330	1,103	5,926	1,538	14,408
Net assets		$             8,330	$             1,103	$             5,926	$             1,538	$           14,408
Number of units outstanding:
	Class A	694,748.601	94,450.619	480,047.285	154,179.884	868,224.752
	Class B	18,625.190	18,210.257	11,090.065	11,806.988	37,817.543
Value per unit:
	Class A	$             11.67	$               9.77	$             12.06	$               9.25	$             16.26
	Class B	$             11.91	$               9.90	$             12.32	$               9.44	$               7.68
Total number of
	mutual fund shares	572,084	109,323	300,507	116,575	1,382,704
Cost of mutual fund shares		$             6,401	$                911	$             4,111	$             1,357	$           13,794

The accompanying notes are an integral part of these financial statements.

S-15

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

		Neuberger
		Berman AMT	Neuberger	Pioneer	Pioneer	Putnam VT
		Limited	Berman AMT	Mid-Cap	Small Cap	Growth and
		Maturity Bond	Partners	Value VCT	Value VCT	Income
Assets
Investments in mutual funds
	at fair value	$           30,686	$           32,014	$             7,115	$             2,455	$             5,300
Total assets		30,686	32,014	7,115	2,455	5,300
Net assets		$           30,686	$           32,014	$             7,115	$             2,455	$             5,300
Number of units outstanding:
	Class A	1,741,581.543	1,320,840.811	503,980.540	175,680.751	358,889.858
	Class B	350,662.826	82,196.064	112,190.778	54,150.389	167,623.992
Value per unit:
	Class A	$             15.32	$             23.62	$             11.52	$             10.65	$             10.00
	Class B	$             11.42	$               9.93	$             11.67	$             10.79	$             10.21
Total number of
	mutual fund shares	2,324,667	2,078,861	347,588	196,423	227,874
Cost of mutual fund shares		$           30,970	$           29,352	$             6,360	$             2,166	$             4,389

The accompanying notes are an integral part of these financial statements.

S-16

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

						Van Eck
		Putnam VT	Putnam VT		Van Eck	Worldwide
		New	Small Cap	Putnam VT	Worldwide	Emerging
		Opportunities	Value	Voyager	Bond	Markets
Assets
Investments in mutual funds
	at fair value	$                776	$           15,925	$             1,455	$             5,371	$           10,998
Total assets		776	15,925	1,455	5,371	10,998
Net assets		$                776	$           15,925	$             1,455	$             5,371	$           10,998
Number of units outstanding:
	Class A	61,451.587	890,057.696	111,431.062	341,154.529	877,628.981
	Class B	27,552.729	244,791.712	56,514.600	53,206.281	89,707.761
Value per unit:
	Class A	$               8.66	$             13.97	$               8.60	$             13.61	$             11.29
	Class B	$               8.84	$             14.26	$               8.78	$             13.68	$             12.15
Total number of
	mutual fund shares	50,935	878,854	56,029	403,529	905,216
Cost of mutual fund shares		$                657	$           12,107	$             1,237	$             4,841	$             7,953

The accompanying notes are an integral part of these financial statements.

S-17

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Assets and Liabilities

December 31, 2003

(Dollars in thousands, except for unit data)

		Van Eck	Van Eck
		Worldwide	Worldwide
		Hard Assets	Real Estate
Assets
Investments in mutual funds at fair value		$             7,224	$             6,614
Total assets		7,224	6,614
Net assets		$             7,224	$             6,614
Number of units outstanding:
	Class A	519,376.187	425,644.792
	Class B	25,996.030	67,342.566
Value per unit:
	Class A	$             13.28	$             13.19
	Class B	$             12.57	$             14.84
Total number of mutual fund shares		485,816	499,518
Cost of mutual fund shares		$             5,877	$             5,442

The accompanying notes are an integral part of these financial statements.

S-18

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

					Alger	Alger
		AIM VI	AIM VI	Alger	American	American
		Capital	Government	American	Leveraged	MidCap
		Appreciation	Securities	Growth	AllCap	Growth
Net investment income (loss)
Income:
	Dividends from mutual funds	$                  -	$              735	$                -	$                -	$                -
Total investment income (loss)		-	735	-	-	-
Expenses:
	Mortality, expense risk and other charges	68	243	270	114	244
Total expenses		68	243	270	114	244
Net investment income (loss)		(68)	492	(270)	(114)	(244)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		(465)	857	(8,251)	(803)	(1,579)
Net unrealized appreciation (depreciation)
	on invesments	3,013	(1,265)	19,787	5,464	15,543
Net realized and unrealized gain (loss) on
	investments	2,548	(408)	11,536	4,661	13,964
Net increase (decrease) in net assets resulting
	from operations	$           2,480	$                84	$      11,266	$        4,547	$      13,720

The accompanying notes are an integral part of these financial statements.

S-19

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

		Alger
		American	American	American	American	Fidelity® VIP
		Small	Funds	Funds	Funds	Asset
		Capitalization	Growth	Growth-Income	International	ManagerSM
Net investment income (loss)
Income:
	Dividends from mutual funds	$                     -	$               3	$                  24	$                24	$              767
Total investment income (loss)		-	3	24	24	767
Expenses:
	Mortality, expense risk and other charges	121	4	4	3	161
Total expenses		121	4	4	3	161
Net investment income (loss)		(121)	(1)	20	21	606
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		(928)	2	33	20	(876)
Net unrealized appreciation (depreciation)
	on invesments	6,948	249	225	213	3,655
Net realized and unrealized gain (loss) on
	investments	6,020	251	258	233	2,779
Net increase (decrease) in net assets resulting
	from operations	$             5,899	$           250	$                278	$              254	$           3,385

The accompanying notes are an integral part of these financial statements.

S-20

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

		Fidelity® VIP				Fidelity® VIP
		Asset	Fidelity® VIP	Fidelity® VIP	Fidelity® VIP	Money
		ManagerSM SC	Growth	Growth SC	Index 500	Market
Net investment income (loss)
Income:
	Dividends from mutual funds	$                23	$              121	$                  1	$           2,471	$              862
Total investment income (loss)		23	121	1	2,471	862
Expenses:
	Mortality, expense risk and other charges	-	357	-	1,178	647
Total expenses		-	357	-	1,178	647
Net investment income (loss)		23	(236)	1	1,293	215
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		(9)	(5,562)	(43)	(10,631)	1
Net unrealized appreciation (depreciation)
	on invesments	111	19,283	436	52,584	(1)
Net realized and unrealized gain (loss) on
	investments	102	13,721	393	41,953	-
Net increase (decrease) in net assets resulting
	from operations	$              125	$         13,485	$              394	$         43,246	$              215

The accompanying notes are an integral part of these financial statements.

S-21

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

						ING Limited
		Fidelity® VIP	Fidelity® VIP	ING VP	ING Hard	Maturity
		Overseas	Overseas SC	Bond	Assets	Bond
Net investment income (loss)
Income:
	Dividends from mutual funds	$              230	$                  5	$            78	$              -	$                5
Total investment income (loss)		230	5	78	-	5
Expenses:
	Mortality, expense risk and other charges	223	-	26	-	-
Total expenses		223	-	26	-	-
Net investment income (loss)		7	5	52	-	5
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		3,817	(16)	108	-	-
Net unrealized appreciation (depreciation)
	on invesments	7,962	373	105	6	6
Net realized and unrealized gain (loss) on
	investments	11,779	357	213	6	6
Net increase (decrease) in net assets resulting
	from operations	$         11,786	$              362	$          265	$              6	$              11

The accompanying notes are an integral part of these financial statements.

S-22

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

				ING MFS		ING MFS
		ING Liquid	ING Marisco	Mid Cap	ING MFS	Total
		Assets	Growth	Growth	Research	Return
Net investment income (loss)
Income:
	Dividends from mutual funds	$           161	$                  -	$              -	$                -	$               7
Total investment income (loss)		161	-	-	-	7
Expenses:
	Mortality, expense risk and other charges	-	3	9	-	1
Total expenses		-	3	9	-	1
Net investment income (loss)		161	(3)	(9)	-	6
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		-	52	(41)	-	1
Net unrealized appreciation (depreciation)
	on invesments	-	51	639	1	86
Net realized and unrealized gain (loss) on
	investments	-	103	598	1	87
Net increase (decrease) in net assets resulting
	from operations	$           161	$              100	$          589	$               1	$             93

The accompanying notes are an integral part of these financial statements.

S-23

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

				ING		ING Salomon
		ING T. Rowe	ING T. Rowe	JPMorgan	ING PIMCO	Brothers
		Price Capital	Price Equity	Mid Cap	Total	Aggressive
		Appreciation	Income	Value	Return	Growth
Net investment income (loss)
Income:
	Dividends from mutual funds	$              123	$                12	$             12	$              181	$                  -
Total investment income (loss)		123	12	12	181	-
Expenses:
	Mortality, expense risk and other charges	88	5	1	12	-
Total expenses		88	5	1	12	-
Net investment income (loss)		35	7	11	169	-
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		64	19	11	(12)	-
Net unrealized appreciation (depreciation)
	on invesments	3,883	244	60	(43)	7
Net realized and unrealized gain (loss) on
	investments	3,947	263	71	(55)	7
Net increase (decrease) in net assets resulting
	from operations	$           3,982	$              270	$             82	$              114	$                  7

The accompanying notes are an integral part of these financial statements.

S-24

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

			ING UBS
		ING Salomon	Tactical	ING	ING VP Index	ING VP Index
		Brothers	Asset	Van Kampen	Plus	Plus
		Investors	Allocation	Comstock	Large Cap	Mid Cap
Net investment income (loss)
Income:
	Dividends from mutual funds	$                  -	$                -	$                92	$               32	$                22
Total investment income (loss)		-	-	92	32	22
Expenses:
	Mortality, expense risk and other charges	-	-	11	9	15
Total expenses		-	-	11	9	15
Net investment income (loss)		-	-	81	23	7
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		-	2	75	32	37
Net unrealized appreciation (depreciation)
	on invesments	14	12	498	607	1,415
Net realized and unrealized gain (loss) on
	investments	14	14	573	639	1,452
Net increase (decrease) in net assets resulting
	from operations	$                14	$             14	$              654	$             662	$           1,459

The accompanying notes are an integral part of these financial statements.

S-25

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

		ING VP Index	ING VP		ING VP	ING VP
		Plus	Growth	ING VP	MidCap	SmallCap
		Small Cap	Opportunities	MagnaCap	Opportunities	Opportunities
Net investment income (loss)
Income:
	Dividends from mutual funds	$                 3	$                  -	$             14	$                  -	$                  -
Total investment income (loss)		3	-	14	-	-
Expenses:
	Mortality, expense risk and other charges	7	1	7	4	11
Total expenses		7	1	7	4	11
Net investment income (loss)		(4)	(1)	7	(4)	(11)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		29	(12)	(57)	2	(234)
Net unrealized appreciation (depreciation)
	on invesments	574	75	387	361	861
Net realized and unrealized gain (loss) on
	investments	603	63	330	363	627
Net increase (decrease) in net assets resulting
	from operations	$             599	$                62	$           337	$              359	$              616

The accompanying notes are an integral part of these financial statements.

S-26

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

					INVESCO
		INVESCO	INVESCO	INVESCO	VIF - Small	INVESCO
		VIF - Core	VIF - Health	VIF - High	Company	VIF - Total
		Equity	Sciences	Yield	Growth	Return
Net investment income (loss)
Income:
	Dividends from mutual funds	$           286	$                  -	$        1,564	$                  -	$           253
Total investment income (loss)		286	-	1,564	-	253
Expenses:
	Mortality, expense risk and other charges	171	2	174	88	72
Total expenses		171	2	174	88	72
Net investment income (loss)		115	(2)	1,390	(88)	181
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		(1,400)	10	1,159	(1,601)	(291)
Net unrealized appreciation (depreciation)
	on invesments	6,164	89	2,950	5,254	1,609
Net realized and unrealized gain (loss) on
	investments	4,764	99	4,109	3,653	1,318
Net increase (decrease) in net assets resulting
	from operations	$        4,879	$                97	$        5,499	$           3,565	$        1,499

The accompanying notes are an integral part of these financial statements.

S-27

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

				Janus Aspen	Janus Aspen
		INVESCO	Janus Aspen	International	Mid Cap	Janus Aspen
		VIF - Utilities	Growth	Growth	Growth	Worldwide
Net investment income (loss)
Income:
	Dividends from mutual funds	$                98	$                 -	$                61	$                 -	$              34
Total investment income (loss)		98	-	61	-	34
Expenses:
	Mortality, expense risk and other charges	56	18	31	13	23
Total expenses		56	18	31	13	23
Net investment income (loss)		42	(18)	30	(13)	11
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		(1,619)	(27)	(462)	(222)	(459)
Net unrealized appreciation (depreciation)
	on invesments	2,797	942	2,249	832	1,268
Net realized and unrealized gain (loss) on
	investments	1,178	915	1,787	610	809
Net increase (decrease) in net assets resulting
	from operations	$           1,220	$            897	$           1,817	$            597	$            820

The accompanying notes are an integral part of these financial statements.

S-28

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

		Brandes	Business	Clifton	Frontier
		International	Opportunity	Enhanced	Capital	Turner
		Equity	Value	US Equity	Appreciation	Core Growth
Net investment income (loss)
Income:
	Dividends from mutual funds	$                74	$                  7	$               1	$                  -	$                  3
Total investment income (loss)		74	7	1	-	3
Expenses:
	Mortality, expense risk and other charges	50	4	6	35	7
Total expenses		50	4	6	35	7
Net investment income (loss)		24	3	(5)	(35)	(4)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		(30)	13	(437)	71	(43)
Net unrealized appreciation (depreciation)
	on invesments	2,892	200	520	2,127	347
Net realized and unrealized gain (loss) on
	investments	2,862	213	83	2,198	304
Net increase (decrease) in net assets resulting
	from operations	$           2,886	$              216	$             78	$           2,163	$              300

The accompanying notes are an integral part of these financial statements.

S-29

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

			Neuberger
		Neuberger	Berman AMT	Neuberger	Pioneer	Pioneer
		Berman AMT	Limited	Berman AMT	Mid-Cap	Small Cap
		Growth	Maturity Bond	Partners	Value VCT	Value VCT
Net investment income (loss)
Income:
	Dividends from mutual funds	$                  -	$            1,475	$                  -	$               6	$                -
Total investment income (loss)		-	1,475	-	6	-
Expenses:
	Mortality, expense risk and other charges	78	219	200	18	12
Total expenses		78	219	200	18	12
Net investment income (loss)		(78)	1,256	(200)	(12)	(12)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		(1,610)	295	(624)	279	363
Net unrealized appreciation (depreciation)
	on invesments	4,515	(988)	8,947	788	301
Net realized and unrealized gain (loss) on
	investments	2,905	(693)	8,323	1,067	664
Net increase (decrease) in net assets resulting
	from operations	$           2,827	$               563	$           8,123	$        1,055	$           652

The accompanying notes are an integral part of these financial statements.

S-30

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

		Putnam VT	Putnam VT	Putnam VT		Van Eck
		Growth and	New	Small Cap	Putnam VT	Worldwide
		Income	Opportunities	Value	Voyager	Bond
Net investment income (loss)
Income:
	Dividends from mutual funds	$                97	$                  -	$             39	$               5	$             69
Total investment income (loss)		97	-	39	5	69
Expenses:
	Mortality, expense risk and other charges	34	4	79	8	32
Total expenses		34	4	79	8	32
Net investment income (loss)		63	(4)	(40)	(3)	37
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		(331)	(18)	(449)	(133)	439
Net unrealized appreciation (depreciation)
	on invesments	1,699	225	5,709	463	237
Net realized and unrealized gain (loss) on
	investments	1,368	207	5,260	330	676
Net increase (decrease) in net assets resulting
	from operations	$           1,431	$              203	$        5,220	$           327	$           713

The accompanying notes are an integral part of these financial statements.

S-31

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Operations

For the year ended December 31, 2003

(Dollars in thousands)

		Van Eck
		Worldwide	Van Eck	Van Eck
		Emerging	Worldwide	Worldwide
		Markets	Hard Assets	Real Estate
Net investment income (loss)
Income:
	Dividends from mutual funds	$                  7	$                16	$              109
Total investment income (loss)		7	16	109
Expenses:
	Mortality, expense risk and other charges	51	25	36
Total expenses		51	25	36
Net investment income (loss)		(44)	(9)	73
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments		95	(247)	94
Net unrealized appreciation (depreciation) on invesments		3,331	1,623	1,497
Net realized and unrealized gain (loss) on investments		3,426	1,376	1,591
Net increase (decrease) in net assets resulting from operations		$           3,382	$           1,367	$           1,664

The accompanying notes are an integral part of these financial statements.

S-32

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

						Alger
			AIM VI	AIM VI	Alger	American
			Capital	Government	American	Leveraged
			Appreciation	Securities	Growth	AllCap
Net assets at January 1, 2002			$         12,831	$         25,665	$         48,752	$         23,276
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(78)	399	(280)	(127)
	Net realized gain (loss) on investments		(5,115)	1,189	(6,345)	(2,673)
	Net unrealized appreciation (depreciation) of investments		2,021	940	(10,080)	(4,956)
Net increase (decrease) in net assets from operations			(3,172)	2,528	(16,705)	(7,756)
Changes from principal transactions:
	Contract purchase payments		2,549	7,728	7,917	4,163
	Administrative expenses		(873)	(1,439)	(2,550)	(1,500)
	Benefit payments		-	-	(1)	-
	Surrenders and withdrawals		(1,234)	(6,688)	(2,421)	(1,602)
	Transfer payments from (to) other Divisions (including
		the GID), net	(1,277)	6,169	(2,016)	(3,494)
	Other		29	25	45	25
Increase (decrease) in net assets derived from principal
	transactions		(806)	5,795	974	(2,408)
Total increase (decrease) in net assets			(3,978)	8,323	(15,731)	(10,164)
Net assets at December 31, 2002			8,853	33,988	33,021	13,112
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(68)	492	(270)	(114)
	Net realized gain (loss) on investments		(465)	857	(8,251)	(803)
	Net unrealized appreciation (depreciation) of investments		3,013	(1,265)	19,787	5,464
Net increase (decrease) in net assets from operations			2,480	84	11,266	4,547
Changes from principal transactions:
	Contract purchase payments		1,728	5,571	5,806	2,732
	Administrative expenses		(686)	(1,627)	(2,346)	(1,176)
	Benefit payments		(18)	(74)	(19)	(51)
	Surrenders and withdrawals		(825)	(1,682)	(2,314)	(1,475)
	Transfer payments from (to) other Divisions (including
		the GID), net	(546)	(6,466)	(916)	486
	Other		3	6	42	5
Increase (decrease) in net assets derived from principal
	transactions		(344)	(4,272)	253	521
Total increase (decrease) in net assets			2,136	(4,188)	11,519	5,068
Net assets at December 31, 2003			$         10,989	$         29,800	$         44,540	$         18,180

The accompanying notes are an integral part of these financial statements.

S-33

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			Alger	Alger
			American	American	American	American
			MidCap	Small	Funds	Funds
			Growth	Capitalization	Growth	Growth-Income
Net assets at January 1, 2002			$      42,563	$          19,928	$                -	$                     -
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(245)	(113)	-	-
	Net realized gain (loss) on investments		(3,522)	(8,952)	-	-
	Net unrealized appreciation (depreciation) of investments		(8,891)	4,514	-	-
Net increase (decrease) in net assets from operations			(12,658)	(4,551)	-	-
Changes from principal transactions:
	Contract purchase payments		6,366	3,070	-	-
	Administrative expenses		(2,098)	(1,130)	-	-
	Benefit payments		(1)	(3)	-	-
	Surrenders and withdrawals		(2,479)	(881)	-	-
	Transfer payments from (to) other Divisions (including
		the GID), net	(4,241)	(4,898)	-	-
	Other		(4)	22	-	-
Increase (decrease) in net assets derived from principal
	transactions		(2,457)	(3,820)	-	-
Total increase (decrease) in net assets			(15,115)	(8,371)	-	-
Net assets at December 31, 2002			27,448	11,557	-	-
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(244)	(121)	(1)	20
	Net realized gain (loss) on investments		(1,579)	(928)	2	33
	Net unrealized appreciation (depreciation) of investments		15,543	6,948	249	225
Net increase (decrease) in net assets from operations			13,720	5,899	250	278
Changes from principal transactions:
	Contract purchase payments		4,837	2,210	384	590
	Administrative expenses		(1,926)	(1,226)	(47)	(33)
	Benefit payments		(61)	-	(1)	-
	Surrenders and withdrawals		(4,046)	(1,842)	(22)	(18)
	Transfer payments from (to) other Divisions (including
		the GID), net	3,931	2,790	3,366	2,644
	Other		21	(12)	(1)	2
Increase (decrease) in net assets derived from principal
	transactions		2,756	1,920	3,679	3,185
Total increase (decrease) in net assets			16,476	7,819	3,929	3,463
Net assets at December 31, 2003			$      43,924	$          19,376	$        3,929	$             3,463

The accompanying notes are an integral part of these financial statements.

S-34

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			American	Fidelity® VIP	Fidelity® VIP
			Funds	Asset	Asset	Fidelity® VIP
			International	ManagerSM	ManagerSM SC	Growth
Net assets at January 1, 2002			$                  -	$         19,842	$              314	$         59,751
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	573	14	(247)
	Net realized gain (loss) on investments		-	(1,528)	(22)	(12,171)
	Net unrealized appreciation (depreciation) of investments		-	(1,215)	(31)	(5,863)
Net increase (decrease) in net assets from operations			-	(2,170)	(39)	(18,281)
Changes from principal transactions:
	Contract purchase payments		-	3,523	200	9,687
	Administrative expenses		-	(1,108)	(20)	(3,111)
	Benefit payments		-	-	-	(5)
	Surrenders and withdrawals		-	(849)	-	(4,250)
	Transfer payments from (to) other Divisions (including
		the GID), net	-	2,583	131	(2,511)
	Other		-	18	2	128
Increase (decrease) in net assets derived from principal
	transactions		-	4,167	313	(62)
Total increase (decrease) in net assets			-	1,997	274	(18,343)
Net assets at December 31, 2002			-	21,839	588	41,408
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		21	606	23	(236)
	Net realized gain (loss) on investments		20	(876)	(9)	(5,562)
	Net unrealized appreciation (depreciation) of investments		213	3,655	111	19,283
Net increase (decrease) in net assets from operations			254	3,385	125	13,485
Changes from principal transactions:
	Contract purchase payments		450	2,634	62	6,192
	Administrative expenses		(28)	(1,215)	(11)	(2,957)
	Benefit payments		-	(18)	-	(64)
	Surrenders and withdrawals		-	(2,683)	-	(4,045)
	Transfer payments from (to) other Divisions (including
		the GID), net	1,715	(2,942)	73	(69)
	Other		21	3	219	(199)
Increase (decrease) in net assets derived from principal
	transactions		2,158	(4,221)	343	(1,142)
Total increase (decrease) in net assets			2,412	(836)	468	12,343
Net assets at December 31, 2003			$           2,412	$         21,003	$           1,056	$         53,751

The accompanying notes are an integral part of these financial statements.

S-35

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

					Fidelity® VIP
			Fidelity® VIP	Fidelity® VIP	Money	Fidelity® VIP
			Growth SC	Index 500	Market	Overseas
Net assets at January 1, 2002			$              209	$       200,404	$         94,833	$         35,065
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	1,101	1,023	21
	Net realized gain (loss) on investments		(40)	(6,959)	-	(10,669)
	Net unrealized appreciation (depreciation) of investments		(82)	(38,607)	-	4,006
Net increase (decrease) in net assets from operations			(122)	(44,465)	1,023	(6,642)
Changes from principal transactions:
	Contract purchase payments		292	37,207	53,434	5,185
	Administrative expenses		(37)	(10,712)	(5,168)	(2,001)
	Benefit payments		-	(1)	(2,393)	-
	Surrenders and withdrawals		(14)	(24,347)	(8,732)	(2,484)
	Transfer payments from (to) other Divisions (including
		the GID), net	200	(6,640)	(32,033)	(3,497)
	Other		2	(75)	55	10
Increase (decrease) in net assets derived from principal
	transactions		443	(4,568)	5,163	(2,787)
Total increase (decrease) in net assets			321	(49,033)	6,186	(9,429)
Net assets at December 31, 2002			530	151,371	101,019	25,636
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1	1,293	215	7
	Net realized gain (loss) on investments		(43)	(10,631)	1	3,817
	Net unrealized appreciation (depreciation) of investments		436	52,584	(1)	7,962
Net increase (decrease) in net assets from operations			394	43,246	215	11,786
Changes from principal transactions:
	Contract purchase payments		554	28,806	22,900	3,447
	Administrative expenses		(106)	(9,582)	(4,335)	(1,642)
	Benefit payments		-	(73)	(1,308)	(1)
	Surrenders and withdrawals		(21)	(13,138)	(12,457)	(2,219)
	Transfer payments from (to) other Divisions (including
		the GID), net	649	(4,801)	(37,817)	1,286
	Other		-	(147)	101	1
Increase (decrease) in net assets derived from principal
	transactions		1,076	1,065	(32,916)	872
Total increase (decrease) in net assets			1,470	44,311	(32,701)	12,658
Net assets at December 31, 2003			$           2,000	$       195,682	$         68,318	$         38,294

The accompanying notes are an integral part of these financial statements.

S-36

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

						ING Limited
			Fidelity® VIP	ING VP	ING Hard	Maturity
			Overseas SC	Bond	Assets	Bond
Net assets at January 1, 2002			$              151	$                -	$                -	$      54,671
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1	69	-	50
	Net realized gain (loss) on investments		(27)	7	-	(1,338)
	Net unrealized appreciation (depreciation) of investments		(48)	6	-	2,006
Net increase (decrease) in net assets from operations			(74)	82	-	718
Changes from principal transactions:
	Contract purchase payments		279	433	-	101
	Administrative expenses		(31)	(52)	-	(681)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(1)	(21)	-	(1,250)
	Transfer payments from (to) other Divisions (including
		the GID), net	244	2,096	-	(53,230)
	Other		-	1	-	-
Increase (decrease) in net assets derived from principal
	transactions		491	2,457	-	(55,060)
Total increase (decrease) in net assets			417	2,539	-	(54,342)
Net assets at December 31, 2002			568	2,539	-	329
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		5	52	-	5
	Net realized gain (loss) on investments		(16)	108	-	-
	Net unrealized appreciation (depreciation) of investments		373	105	6	6
Net increase (decrease) in net assets from operations			362	265	6	11
Changes from principal transactions:
	Contract purchase payments		349	1,571	15	141
	Administrative expenses		(79)	(322)	(1)	(18)
	Benefit payments		-	-	-	(1)
	Surrenders and withdrawals		(16)	(562)	-	(26)
	Transfer payments from (to) other Divisions (including
		the GID), net	455	2,257	41	29
	Other		2	27	-	-
Increase (decrease) in net assets derived from principal
	transactions		711	2,971	55	125
Total increase (decrease) in net assets			1,073	3,236	61	136
Net assets at December 31, 2003			$           1,641	$        5,775	$             61	$           465

The accompanying notes are an integral part of these financial statements.

S-37

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

					ING MFS
			ING Liquid	ING Marisco	Mid Cap	ING MFS
			Assets	Growth	Growth	Research
Net assets at January 1, 2002			$        7,832	$               4	$           465	$               3
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		453	-	(6)	-
	Net realized gain (loss) on investments		-	(1)	(235)	-
	Net unrealized appreciation (depreciation) of investments		-	-	(345)	(1)
Net increase (decrease) in net assets from operations			453	(1)	(586)	(1)
Changes from principal transactions:
	Contract purchase payments		33,093	5	602	1
	Administrative expenses		(2,669)	-	(71)	-
	Benefit payments		(17)	-	-	-
	Surrenders and withdrawals		(57,125)	-	(17)	-
	Transfer payments from (to) other Divisions (including
		the GID), net	38,747	(3)	1,081	1
	Other		-	-	5	-
Increase (decrease) in net assets derived from principal
	transactions		12,029	2	1,600	2
Total increase (decrease) in net assets			12,482	1	1,014	1
Net assets at December 31, 2002			20,314	5	1,479	4
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		161	(3)	(9)	-
	Net realized gain (loss) on investments		-	52	(41)	-
	Net unrealized appreciation (depreciation) of investments		-	51	639	1
Net increase (decrease) in net assets from operations			161	100	589	1
Changes from principal transactions:
	Contract purchase payments		23,396	531	713	2
	Administrative expenses		(1,852)	(21)	(125)	-
	Benefit payments		(17)	-	-	-
	Surrenders and withdrawals		(1,387)	(6)	(35)	-
	Transfer payments from (to) other Divisions (including
		the GID), net	(19,618)	1,245	296	-
	Other		(4)	16	6	-
Increase (decrease) in net assets derived from principal
	transactions		518	1,765	855	2
Total increase (decrease) in net assets			679	1,865	1,444	3
Net assets at December 31, 2003			$      20,993	$        1,870	$        2,923	$               7

The accompanying notes are an integral part of these financial statements.

S-38

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

						ING
			ING MFS	ING T. Rowe	ING T. Rowe	JPMorgan
			Total	Price Capital	Price Equity	Mid Cap
			Return	Appreciation	Income	Value
Net assets at January 1, 2002			$             53	$           3,909	$                  6	$                -
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		3	240	2	-
	Net realized gain (loss) on investments		(14)	(31)	(1)	-
	Net unrealized appreciation (depreciation) of investments		4	(325)	(2)	-
Net increase (decrease) in net assets from operations			(7)	(116)	(1)	-
Changes from principal transactions:
	Contract purchase payments		111	2,873	22	-
	Administrative expenses		(4)	(472)	(3)	-
	Benefit payments		-	(2)	-	-
	Surrenders and withdrawals		-	(229)	-	-
	Transfer payments from (to) other Divisions (including
		the GID), net	-	5,249	75	-
	Other		(2)	10	-	-
Increase (decrease) in net assets derived from principal
	transactions		105	7,429	94	-
Total increase (decrease) in net assets			98	7,313	93	-
Net assets at December 31, 2002			151	11,222	99	-
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		6	35	7	11
	Net realized gain (loss) on investments		1	64	19	11
	Net unrealized appreciation (depreciation) of investments		86	3,883	244	60
Net increase (decrease) in net assets from operations			93	3,982	270	82
Changes from principal transactions:
	Contract purchase payments		204	3,685	207	230
	Administrative expenses		(18)	(981)	(29)	(18)
	Benefit payments		-	(349)	-	-
	Surrenders and withdrawals		(1)	(448)	(4)	-
	Transfer payments from (to) other Divisions (including
		the GID), net	817	5,198	2,188	839
	Other		-	(1)	3	6
Increase (decrease) in net assets derived from principal
	transactions		1,002	7,104	2,365	1,057
Total increase (decrease) in net assets			1,095	11,086	2,635	1,139
Net assets at December 31, 2003			$        1,246	$         22,308	$           2,734	$        1,139

The accompanying notes are an integral part of these financial statements.

S-39

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

				ING Salomon		ING UBS
			ING PIMCO	Brothers	ING Salomon	Tactical
			Total	Aggressive	Brothers	Asset
			Return	Growth	Investors	Allocation
Net assets at January 1, 2002			$                -	$                  -	$                  -	$                -
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	-	-	-
	Net realized gain (loss) on investments		-	-	-	-
	Net unrealized appreciation (depreciation) of investments		-	-	-	-
Net increase (decrease) in net assets from operations			-	-	-	-
Changes from principal transactions:
	Contract purchase payments		-	-	-	3
	Administrative expenses		-	-	-	-
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		-	-	-	-
	Transfer payments from (to) other Divisions (including
		the GID), net	-	-	-	12
	Other		-	-	-	-
Increase (decrease) in net assets derived from principal
	transactions		-	-	-	15
Total increase (decrease) in net assets			-	-	-	15
Net assets at December 31, 2002			-	-	-	15
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		169	-	-	-
	Net realized gain (loss) on investments		(12)	-	-	2
	Net unrealized appreciation (depreciation) of investments		(43)	7	14	12
Net increase (decrease) in net assets from operations			114	7	14	14
Changes from principal transactions:
	Contract purchase payments		705	14	1	23
	Administrative expenses		(72)	(4)	(2)	(7)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(3)	-	-	-
	Transfer payments from (to) other Divisions (including
		the GID), net	5,143	106	148	95
	Other		(3)	-	-	3
Increase (decrease) in net assets derived from principal
	transactions		5,770	116	147	114
Total increase (decrease) in net assets			5,884	123	161	128
Net assets at December 31, 2003			$        5,884	$              123	$              161	$           143

The accompanying notes are an integral part of these financial statements.

S-40

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			ING	ING VP Index	ING VP Index	ING VP Index
			Van Kampen	Plus	Plus	Plus
			Comstock	Large Cap	Mid Cap	Small Cap
Net assets at January 1, 2002			$                -	$                   -	$                   -	$                   -
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		6	-	(1)	-
	Net realized gain (loss) on investments		(16)	(1)	(50)	(3)
	Net unrealized appreciation (depreciation) of investments		21	(17)	(90)	2
Net increase (decrease) in net assets from operations			11	(18)	(141)	(1)
Changes from principal transactions:
	Contract purchase payments		177	166	1,088	118
	Administrative expenses		(19)	(6)	(29)	(7)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(13)	-	-	-
	Transfer payments from (to) other Divisions (including
		the GID), net	1,108	244	2,275	519
	Other		1	3	-	1
Increase (decrease) in net assets derived from principal
	transactions		1,254	407	3,334	631
Total increase (decrease) in net assets			1,265	389	3,193	630
Net assets at December 31, 2002			1,265	389	3,193	630
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		81	23	7	(4)
	Net realized gain (loss) on investments		75	32	37	29
	Net unrealized appreciation (depreciation) of investments		498	607	1,415	574
Net increase (decrease) in net assets from operations			654	662	1,459	599
Changes from principal transactions:
	Contract purchase payments		779	1,165	1,538	576
	Administrative expenses		(144)	(117)	(204)	(68)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(75)	(5)	(8)	(30)
	Transfer payments from (to) other Divisions (including
		the GID), net	1,553	2,129	1,824	1,198
	Other		2	1	-	1
Increase (decrease) in net assets derived from principal
	transactions		2,115	3,173	3,150	1,677
Total increase (decrease) in net assets			2,769	3,835	4,609	2,276
Net assets at December 31, 2003			$        4,034	$           4,224	$           7,802	$           2,906

The accompanying notes are an integral part of these financial statements.

S-41

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			ING VP		ING VP	ING VP
			Growth	ING VP	MidCap	SmallCap
			Opportunities	MagnaCap	Opportunities	Opportunities
Net assets at January 1, 2002			$              147	$           202	$              294	$              730
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(1)	5	(4)	(7)
	Net realized gain (loss) on investments		(5)	(36)	(124)	(50)
	Net unrealized appreciation (depreciation) of investments		(48)	(163)	(79)	(634)
Net increase (decrease) in net assets from operations			(54)	(194)	(207)	(691)
Changes from principal transactions:
	Contract purchase payments		71	305	367	474
	Administrative expenses		(7)	(47)	(39)	(74)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(52)	(7)	(11)	(5)
	Transfer payments from (to) other Divisions (including
		the GID), net	25	765	466	867
	Other		-	2	(2)	(4)
Increase (decrease) in net assets derived from principal
	transactions		37	1,018	781	1,258
Total increase (decrease) in net assets			(17)	824	574	567
Net assets at December 31, 2002			130	1,026	868	1,297
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(1)	7	(4)	(11)
	Net realized gain (loss) on investments		(12)	(57)	2	(234)
	Net unrealized appreciation (depreciation) of investments		75	387	361	861
Net increase (decrease) in net assets from operations			62	337	359	616
Changes from principal transactions:
	Contract purchase payments		76	235	406	391
	Administrative expenses		(10)	(78)	(73)	(112)
	Benefit payments		-	-	-	(40)
	Surrenders and withdrawals		-	(98)	(327)	(20)
	Transfer payments from (to) other Divisions (including
		the GID), net	23	(142)	167	635
	Other		-	1	4	(24)
Increase (decrease) in net assets derived from principal
	transactions		89	(82)	177	830
Total increase (decrease) in net assets			151	255	536	1,446
Net assets at December 31, 2003			$              281	$        1,281	$           1,404	$           2,743

The accompanying notes are an integral part of these financial statements.

S-42

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

						INVESCO
			INVESCO	INVESCO	INVESCO	VIF - Small
			VIF - Core	VIF - Health	VIF - High	Company
			Equity	Sciences	Yield	Growth
Net assets at January 1, 2002			$      29,102	$                -	$      10,708	$      14,861
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		198	-	2,405	(87)
	Net realized gain (loss) on investments		(3,035)	-	(4,183)	(4,354)
	Net unrealized appreciation (depreciation) of investments		(3,654)	(7)	2,133	(225)
Net increase (decrease) in net assets from operations			(6,491)	(7)	355	(4,666)
Changes from principal transactions:
	Contract purchase payments		5,261	34	2,440	3,357
	Administrative expenses		(1,973)	(5)	(855)	(884)
	Benefit payments		(7)	-	-	-
	Surrenders and withdrawals		(4,217)	-	(694)	(301)
	Transfer payments from (to) other Divisions (including
		the GID), net	1,610	112	11,220	(275)
	Other		(20)	-	5	(63)
Increase (decrease) in net assets derived from principal
	transactions		654	141	12,116	1,834
Total increase (decrease) in net assets			(5,837)	134	12,471	(2,832)
Net assets at December 31, 2002			23,265	134	23,179	12,029
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		115	(2)	1,390	(88)
	Net realized gain (loss) on investments		(1,400)	10	1,159	(1,601)
	Net unrealized appreciation (depreciation) of investments		6,164	89	2,950	5,254
Net increase (decrease) in net assets from operations			4,879	97	5,499	3,565
Changes from principal transactions:
	Contract purchase payments		3,661	82	2,268	1,876
	Administrative expenses		(1,564)	(25)	(1,270)	(702)
	Benefit payments		(68)	-	(3)	(6)
	Surrenders and withdrawals		(1,817)	(1)	(899)	(1,374)
	Transfer payments from (to) other Divisions (including
		the GID), net	(1,232)	345	(1,021)	(1,514)
	Other		(14)	(1)	15	(10)
Increase (decrease) in net assets derived from principal
	transactions		(1,034)	400	(910)	(1,730)
Total increase (decrease) in net assets			3,845	497	4,589	1,835
Net assets at December 31, 2003			$      27,110	$           631	$      27,768	$      13,864

The accompanying notes are an integral part of these financial statements.

S-43

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			INVESCO			Janus Aspen
			VIF - Total	INVESCO	Janus Aspen	International
			Return	VIF - Utilities	Growth	Growth
Net assets at January 1, 2002			$      15,247	$           7,928	$        3,099	$           5,140
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		182	(18)	(21)	(1)
	Net realized gain (loss) on investments		(2,686)	(2,975)	(1,208)	(977)
	Net unrealized appreciation (depreciation) of investments		715	1,279	182	(519)
Net increase (decrease) in net assets from operations			(1,789)	(1,714)	(1,047)	(1,497)
Changes from principal transactions:
	Contract purchase payments		1,999	2,641	986	1,452
	Administrative expenses		(1,180)	(491)	(181)	(231)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(4,083)	(624)	(126)	(745)
	Transfer payments from (to) other Divisions (including
		the GID), net	(237)	(733)	(201)	346
	Other		23	(61)	30	19
Increase (decrease) in net assets derived from principal
	transactions		(3,478)	732	508	841
Total increase (decrease) in net assets			(5,267)	(982)	(539)	(656)
Net assets at December 31, 2002			9,980	6,946	2,560	4,484
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		181	42	(18)	30
	Net realized gain (loss) on investments		(291)	(1,619)	(27)	(462)
	Net unrealized appreciation (depreciation) of investments		1,609	2,797	942	2,249
Net increase (decrease) in net assets from operations			1,499	1,220	897	1,817
Changes from principal transactions:
	Contract purchase payments		1,240	971	812	1,263
	Administrative expenses		(684)	(450)	(195)	(311)
	Benefit payments		(12)	(3)	-	(1)
	Surrenders and withdrawals		(1,377)	(168)	(299)	(403)
	Transfer payments from (to) other Divisions (including
		the GID), net	(175)	435	241	39
	Other		-	-	3	(5)
Increase (decrease) in net assets derived from principal
	transactions		(1,008)	785	562	582
Total increase (decrease) in net assets			491	2,005	1,459	2,399
Net assets at December 31, 2003			$      10,471	$           8,951	$        4,019	$           6,883

The accompanying notes are an integral part of these financial statements.

S-44

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			Janus Aspen		Brandes	Business
			Mid Cap	Janus Aspen	International	Opportunity
			Growth	Worldwide	Equity	Value
Net assets at January 1, 2002			$           1,858	$           3,235	$           1,895	$                  -
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(11)	-	244	1
	Net realized gain (loss) on investments		(362)	(317)	(234)	(4)
	Net unrealized appreciation (depreciation) of investments		(245)	(787)	(877)	(8)
Net increase (decrease) in net assets from operations			(618)	(1,104)	(867)	(11)
Changes from principal transactions:
	Contract purchase payments		641	1,087	1,623	2
	Administrative expenses		(138)	(214)	(172)	(3)
	Benefit payments		-	(1)	-	-
	Surrenders and withdrawals		(107)	(130)	(108)	-
	Transfer payments from (to) other Divisions (including
		the GID), net	(119)	727	3,363	212
	Other		22	9	23	-
Increase (decrease) in net assets derived from principal
	transactions		299	1,478	4,729	211
Total increase (decrease) in net assets			(319)	374	3,862	200
Net assets at December 31, 2002			1,539	3,609	5,757	200
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(13)	11	24	3
	Net realized gain (loss) on investments		(222)	(459)	(30)	13
	Net unrealized appreciation (depreciation) of investments		832	1,268	2,892	200
Net increase (decrease) in net assets from operations			597	820	2,886	216
Changes from principal transactions:
	Contract purchase payments		547	866	598	108
	Administrative expenses		(145)	(235)	(277)	(45)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(44)	(258)	(266)	(110)
	Transfer payments from (to) other Divisions (including
		the GID), net	(299)	(995)	(378)	731
	Other		8	(1)	10	3
Increase (decrease) in net assets derived from principal
	transactions		67	(623)	(313)	687
Total increase (decrease) in net assets			664	197	2,573	903
Net assets at December 31, 2003			$           2,203	$           3,806	$           8,330	$           1,103

The accompanying notes are an integral part of these financial statements.

S-45

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			Clifton	Frontier		Neuberger
			Enhanced	Capital	Turner	Berman AMT
			US Equity	Appreciation	Core Growth	Growth
Net assets at January 1, 2002			$           1,194	$           1,727	$              296	$         13,020
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		71	(20)	(3)	(80)
	Net realized gain (loss) on investments		(112)	(346)	(22)	(5,011)
	Net unrealized appreciation (depreciation) of investments		(500)	(426)	(172)	1,016
Net increase (decrease) in net assets from operations			(541)	(792)	(197)	(4,075)
Changes from principal transactions:
	Contract purchase payments		425	804	77	2,514
	Administrative expenses		(109)	(115)	(28)	(729)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(23)	(53)	(5)	(757)
	Transfer payments from (to) other Divisions (including
		the GID), net	1,106	1,804	479	(265)
	Other		1	15	(3)	14
Increase (decrease) in net assets derived from principal
	transactions		1,400	2,455	520	777
Total increase (decrease) in net assets			859	1,663	323	(3,298)
Net assets at December 31, 2002			2,053	3,390	619	9,722
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(5)	(35)	(4)	(78)
	Net realized gain (loss) on investments		(437)	71	(43)	(1,610)
	Net unrealized appreciation (depreciation) of investments		520	2,127	347	4,515
Net increase (decrease) in net assets from operations			78	2,163	300	2,827
Changes from principal transactions:
	Contract purchase payments		62	304	99	1,879
	Administrative expenses		(51)	(191)	(55)	(585)
	Benefit payments		-	-	-	(2)
	Surrenders and withdrawals		-	(366)	(159)	(388)
	Transfer payments from (to) other Divisions (including
		the GID), net	(2,146)	621	732	954
	Other		4	5	2	1
Increase (decrease) in net assets derived from principal
	transactions		(2,131)	373	619	1,859
Total increase (decrease) in net assets			(2,053)	2,536	919	4,686
Net assets at December 31, 2003			$                  -	$           5,926	$           1,538	$         14,408

The accompanying notes are an integral part of these financial statements.

S-46

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			Neuberger
			Berman AMT	Neuberger	Pioneer	Pioneer
			Limited	Berman AMT	Mid-Cap	Small Cap
			Maturity Bond	Partners	Value VCT	Value VCT
Net assets at January 1, 2002			$          22,975	$         32,191	$                -	$                -
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		989	(62)	6	(1)
	Net realized gain (loss) on investments		384	(201)	(20)	(12)
	Net unrealized appreciation (depreciation) of investments		(37)	(7,506)	(33)	(12)
Net increase (decrease) in net assets from operations			1,336	(7,769)	(47)	(25)
Changes from principal transactions:
	Contract purchase payments		7,105	4,428	158	58
	Administrative expenses		(1,242)	(1,809)	(15)	(14)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(1,153)	(1,326)	-	-
	Transfer payments from (to) other Divisions (including
		the GID), net	3,685	(2,676)	768	741
	Other		(2)	38	-	-
Increase (decrease) in net assets derived from principal
	transactions		8,393	(1,345)	911	785
Total increase (decrease) in net assets			9,729	(9,114)	864	760
Net assets at December 31, 2002			32,704	23,077	864	760
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1,256	(200)	(12)	(12)
	Net realized gain (loss) on investments		295	(624)	279	363
	Net unrealized appreciation (depreciation) of investments		(988)	8,947	788	301
Net increase (decrease) in net assets from operations			563	8,123	1,055	652
Changes from principal transactions:
	Contract purchase payments		4,261	3,291	916	317
	Administrative expenses		(1,471)	(1,593)	(159)	(73)
	Benefit payments		(48)	(9)	-	-
	Surrenders and withdrawals		(2,195)	(1,954)	(263)	(42)
	Transfer payments from (to) other Divisions (including
		the GID), net	(3,127)	1,065	4,711	843
	Other		(1)	14	(9)	(2)
Increase (decrease) in net assets derived from principal
	transactions		(2,581)	814	5,196	1,043
Total increase (decrease) in net assets			(2,018)	8,937	6,251	1,695
Net assets at December 31, 2003			$          30,686	$         32,014	$        7,115	$        2,455

The accompanying notes are an integral part of these financial statements.

S-47

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

			Putnam VT	Putnam VT	Putnam VT
			Growth and	New	Small Cap	Putnam VT
			Income	Opportunities	Value	Voyager
Net assets at January 1, 2002			$           3,383	$              397	$           6,191	$              852
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		49	(3)	30	(1)
	Net realized gain (loss) on investments		(334)	(10)	296	(39)
	Net unrealized appreciation (depreciation) of investments		(848)	(146)	(2,372)	(255)
Net increase (decrease) in net assets from operations			(1,133)	(159)	(2,046)	(295)
Changes from principal transactions:
	Contract purchase payments		1,199	198	2,075	417
	Administrative expenses		(208)	(26)	(387)	(38)
	Benefit payments		-	-	(1)	-
	Surrenders and withdrawals		(111)	(1)	(919)	(4)
	Transfer payments from (to) other Divisions (including
		the GID), net	2,058	170	4,788	342
	Other		25	-	11	1
Increase (decrease) in net assets derived from principal
	transactions		2,963	341	5,567	718
Total increase (decrease) in net assets			1,830	182	3,521	423
Net assets at December 31, 2002			5,213	579	9,712	1,275
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		63	(4)	(40)	(3)
	Net realized gain (loss) on investments		(331)	(18)	(449)	(133)
	Net unrealized appreciation (depreciation) of investments		1,699	225	5,709	463
Net increase (decrease) in net assets from operations			1,431	203	5,220	327
Changes from principal transactions:
	Contract purchase payments		940	122	1,940	311
	Administrative expenses		(301)	(39)	(679)	(67)
	Benefit payments		(42)	-	(1)	-
	Surrenders and withdrawals		(1,248)	(16)	(1,270)	(9)
	Transfer payments from (to) other Divisions (including
		the GID), net	(682)	(75)	1,001	(382)
	Other		(11)	2	2	-
Increase (decrease) in net assets derived from principal
	transactions		(1,344)	(6)	993	(147)
Total increase (decrease) in net assets			87	197	6,213	180
Net assets at December 31, 2003			$           5,300	$              776	$         15,925	$           1,455

The accompanying notes are an integral part of these financial statements.

S-48

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Statements of Changes in Net Assets

For the years ended December 31, 2003 and 2002

(Dollars in thousands)

				Van Eck
			Van Eck	Worldwide	Van Eck	Van Eck
			Worldwide	Emerging	Worldwide	Worldwide
			Bond	Markets	Hard Assets	Real Estate
Net assets at January 1, 2002			$        1,225	$           4,516	$           1,727	$        2,826
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(16)	(28)	(3)	73
	Net realized gain (loss) on investments		144	(493)	72	82
	Net unrealized appreciation (depreciation) of investments		341	288	(154)	(445)
Net increase (decrease) in net assets from operations			469	(233)	(85)	(290)
Changes from principal transactions:
	Contract purchase payments		470	1,518	284	1,312
	Administrative expenses		(186)	(322)	(151)	(213)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(216)	(437)	(200)	(74)
	Transfer payments from (to) other Divisions (including
		the GID), net	2,054	691	559	1,312
	Other		4	7	14	13
Increase (decrease) in net assets derived from principal
	transactions		2,126	1,457	506	2,350
Total increase (decrease) in net assets			2,595	1,224	421	2,060
Net assets at December 31, 2002			3,820	5,740	2,148	4,886
Increase (decrease) in net assets
Operations:
	Net investment income (loss)		37	(44)	(9)	73
	Net realized gain (loss) on investments		439	95	(247)	94
	Net unrealized appreciation (depreciation) of investments		237	3,331	1,623	1,497
Net increase (decrease) in net assets from operations			713	3,382	1,367	1,664
Changes from principal transactions:
	Contract purchase payments		917	981	257	717
	Administrative expenses		(382)	(338)	(198)	(285)
	Benefit payments		-	-	-	-
	Surrenders and withdrawals		(355)	(321)	(422)	(273)
	Transfer payments from (to) other Divisions (including
		the GID), net	662	1,543	4,065	(100)
	Other		(4)	11	7	5
Increase (decrease) in net assets derived from principal
	transactions		838	1,876	3,709	64
Total increase (decrease) in net assets			1,551	5,258	5,076	1,728
Net assets at December 31, 2003			$        5,371	$         10,998	$           7,224	$        6,614

The accompanying notes are an integral part of these financial statements.

S-49

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

1.     Organization

Security Life of Denver Insurance Company Separate Account L1 (the "Account") was established on November 3, 1993, by Security Life of Denver Insurance Company ("SLD" or the "Company") to support the operations of variable universal life policies ("Policies"). The Company is an indirect wholly owned subsidiary of ING America Insurance Holdings ("ING AIH"), an insurance holding company domiciled in the State of Delaware. ING AIH is a wholly owned subsidiary of ING Groep, N.V., a global financial services holding company based in The Netherlands.

The Account supports the operations of the FirstLine Variable Universal Life, FirstLine II Variable Universal Life, Strategic Advantage Variable Universal Life, Strategic Advantage II Variable Universal Life, Variable Survivorship Universal Life, Corporate Benefits Variable Universal Life, Strategic Benefits Variable Universal Life, Asset Portfolio Manager Variable Universal Life, and Estate Designer Policies offered by the Company. Corporate Benefits Variable Universal Life and Strategic Benefits Variable Universal Life became effective in 2000 and are defined as Class B Policies due to their mortality and expense charge structure. Asset Portfolio Manager Variable Universal Life became effective in 2001 and is also defined as a Class B Policy. All other Policies are defined as Class A Policies.

The Account is organized as a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940. The Policies allow the Policyholders to specify the allocation of their net premium to the various Funds. They can also transfer their account values among the Funds. The Policies also provide the Policyholders the option to allocate their net premiums, or to transfer their account values, to a guaranteed interest division ("GID") in the Company's general account. The GID guarantees a rate of interest to the Policyholder, and it is not variable in nature. Therefore, it is not included in the Account's statements. The Account may be used to support other variable life policies as the Company offers them. SLD provides for variable accumulation and benefits under the Policies by crediting premium payments to one or more divisions within the Account or the GID, as directed by the Policyholders. The portion of the Account's assets applicable to Pol icies will not be charged with liabilities arising out of any other business SLD may conduct, but obligations of the Account, including the promise to make benefit payments, are obligations of SLD. The assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of SLD.

At December 31, 2003, the Account had, sixty-seven investment divisions (the "Divisions") forty-four of which invest in independently managed mutual funds and twenty-three of which invest in mutual funds managed by an affiliate, either Direct Services, Inc., ING Investments, LLC, or ING Life Insurance and Annuity Company. The assets in each Division are invested in shares of a designated Fund ("Fund") of various investment trusts (the "Trusts").

S-50

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

Investment Divisions at December 31, 2003 and related Trusts are as follows:

AIM Variable Insurance Funds:
  AIM VI Capital Appreciation Fund - Series I     Shares
  AIM VI Government Securities Fund - Series I     Shares
Alger American Funds:
  Alger American Growth Portfolio - Class O Shares
  Alger American Leveraged AllCap Portfolio -     Class O Shares
  Alger American Midcap Growth Portfolio -      Class O Shares
  Alger American Small Capitalization Portfolio -     Class O Shares
American Funds Insurance Series:
  American Funds - Growth Fund - Class 2 **
  American Funds - Growth-Income Fund -     Class 2**
  American Funds - International Fund - Class 2 **
Fidelity® Variable Insurance Products Funds:
  Fidelity® VIP Asset Manager^SM Portfolio - Initial     Class
  Fidelity® VIP Asset Manager^SM Portfolio -     Service Class
  Fidelity® VIP Growth Portfolio - Initial Class
  Fidelity® VIP Growth Portfolio - Service Class
  Fidelity® VIP Index 500 Portfolio - Initial Class
  Fidelity® VIP Money Market Portfolio - Initial     Class
  Fidelity® VIP Overseas Portfolio - Initial Class
  Fidelity® VIP Overseas Portfolio - Service Class
ING Income Shares:
  ING VP Bond Portfolio - Class R
ING Investors Trust:
  ING Hard Assets Portfolio - Institutional Class **
  ING Limited Maturity Bond Portfolio - Service     Class
  ING Liquid Assets Portfolio - Service Class
  ING Marisco Growth Portfolio - Institutional Class
  ING MFS Mid Cap Growth Portfolio -     Institutional Class
ING Investors Trust (continued):
  ING MFS Research Portfolio - Institutional Class
  ING MFS Total Return Portfolio - Institutional     Class
  ING T. Rowe Price Capital Appreciation Portfolio     - Institutional Class
  ING T. Rowe Price Equity Income Portfolio -     Institutional Class
ING Partners, Inc.:
  ING JPMorgan Mid Cap Value - Initial Class **
  ING PIMCO Total Return Portfolio - Initial    Class **
  ING Salomon Brothers Aggressive Growth     Portfolio - Initial Class **
  ING Salomon Brothers Investors Portfolio -     Institutional Class **
  ING UBS Tactical Asset Allocation Portfolio -     nitial Class *
  ING Van Kampen Comstock Portfolio - Initial     Class *
ING Variable Portfolios, Inc.:
  ING VP Index Plus Large Cap Portfolio - Class     R *
  ING VP Index Plus Mid Cap Portfolio - Class R *
  ING VP Index Plus Small Cap Portfolio - Class     R *
ING Variable Products Trust:
  ING VP Growth Opportunities Portfolio - Class R
  ING VP MagnaCap Portfolio - Class R
  ING VP MidCap Opportunities Portfolio - Class     R
  ING VP SmallCap Opportunities Portfolio - Class     R
INVESCO Variable Investment Funds, Inc.:
  INVESCO VIF-Core Equity Fund
  INVESCO VIF-Health Sciences Fund *
  INVESCO VIF-High Yield Fund
  INVESCO VIF-Small Company Growth Fund
  INVESCO VIF-Total Return Fund
  INVESCO VIF-Utilities Fund

S-51

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

Janus Aspen Series:
  Janus Aspen Growth Portfolio - Service Shares
  Janus Aspen International Growth Portfolio -     Service Shares
  Janus Aspen Mid Cap Growth Portfolio - Service     Shares
  Janus Aspen Worldwide Portfolio - Service Shares
M Fund, Inc:
  Brandes International Equity Fund *
  Business Opportunity Value Fund
  Frontier Capital Appreciation Fund
  Turner Core Growth Fund
Neuberger Berman Advisers Management Trust:
  Neuberger Berman AMT Growth Portfolio
  Neuberger Berman AMT Limited Maturity Bond     Portfolio - Class I
  Neuberger Berman AMT Partners Portfolio -     Class I
Pioneer Variable Contracts Trust:  Pioneer Mid-Cap Value VCT Portfolio - Class I     Shares *  Pioneer Small Cap Value VCT Portfolio - Class I     Shares *
Putnam Variable Trust:
  Putnam VT Growth and Income Fund - Class IB     Shares
  Putnam VT New Opportunities Fund - Class IB     Shares
  Putnam VT Small Cap Value Fund - Class IB     Shares
  Putnam VT Voyager Fund - Class IB Shares
Van Eck Worldwide Insurance Trust:
  Van Eck Worldwide Bond Fund
  Van Eck Worldwide Emerging Markets Fund
  Van Eck Worldwide Hard Assets Fund
  Van Eck Worldwide Real Estate Fund

* Division added in 2002.
** Division added in 2003.

The names of certain Divisions were changed during 2003. The following is a summary of current and former names for those Divisions:

Current Name			Former Name
Fidelity® Variable Insurance Products Funds:			Fidelity® Variable Insurance Products Fund II:
	Fidelity® VIP Asset ManagerSM Portfolio - Initial Class			Fidelity® VIP II Asset ManagerSM Portfolio
	Fidelity® VIP Asset ManagerSM Portfolio - Service Class			Fidelity® VIP II Asset ManagerSM Portfolio - Service Class
	Fidelity® VIP Index 500 Portfolio - Initial Class			Fidelity® VIP II Index 500 Portfolio
ING Investors Trust:			The GCG Trust:
	ING Limited Maturity Bond Portfolio - Institutional			GCG Trust Limited Maturity Bond Portfolio
		Class
	ING Liquid Assets Portfolio - Institutional Class			GCG Trust Liquid Assets Portfolio
	ING Marisco Growth Portfolio - Institutional Class			GCG Trust Growth Portfolio
	ING MFS Mid Cap Growth Portfolio - Institutional			GCG Trust Midcap Growth Portfolio
		Class
	ING MFS Research Portfolio - Institutional Class			GCG Trust Research Portfolio
	ING MFS Total Return Portfolio - Institutional Class			GCG Trust Total Return Portfolio
	ING T. Rowe Price Capital Appreciation Portfolio -			GCG Trust Fully Managed Portfolio
		Institutional Class
	ING T. Rowe Price Equity Income Portfolio -			GCG Trust Equity Income Portfolio
		Institutional Class
Janus Aspen Series:			Janus Aspen Series:
	Janus Aspen Mid Cap Growth Portfolio - Service Shares			Janus Aspen Aggressive Growth Portfolio

During 2003, the Clifton Enhanced US Equity Fund was closed to Contractowners.

S-52

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

2.     Significant Accounting Policies

The following is a summary of the significant accounting policies of the Account:

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investments

Investments are made in shares of a Fund and are recorded at fair value, determined by the net asset value per share of the respective Fund. Investment transactions in each Fund are recorded on the date the order to buy or sell is confirmed. Distributions of net investment income and capital gains from each Fund are recognized on the ex-distribution date. Realized gains and losses on redemptions of the shares of the Fund of the Trusts are determined on a first-in, first-out basis. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized appreciation or depreciation of investments.

Federal Income Taxes

Operations of the Account form a part of, and are taxed with, the total operations of SLD, which is taxed as a life insurance company under the Internal Revenue Code. Earnings and realized capital gains of the Account attributable to the Policyholders are excluded in the determination of the federal income tax liability of SLD.

Policyholder Reserves

Policyholder reserves are presented as net assets on the Statement of Assets and Liabilities and are equal to the aggregate account values of the Policyholders invested in the Account Divisions. To the extent that benefits to be paid to the Policyholders exceed their account values, SLD will contribute additional funds to the benefit proceeds. Conversely, if amounts allocated exceed amounts required, transfers may be made to SLD.

S-53

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

3.     Charges and Fees

Under the terms of the Policies, certain charges are allocated to the Policies to cover SLD's expenses in connection with the issuance and administration of the Policies. Following is a summary of these charges:

Mortality, Expense Risk, and Other Charges

For FirstLine, FirstLine II, Strategic Advantage, Strategic Advantage II, Variable Survivorship, Estate Designer Policies, and Strategic Investor (Class A Policies), charges are made directly against the assets of the Account Divisions and are reflected daily in the computation of the unit values of the Divisions. A daily deduction, at an annual rate of 0.75% of the daily asset value of the Separate Account Divisions, is charged to the Account for mortality and expense risks assumed by the Company.

For the Corporate Benefits, Strategic Benefits, and Asset Portfolio Manager Policies (Class B Policies), mortality and expense charges result in the redemption of units rather than a deduction in the daily computation of unit values.

For Corporate Benefits Policies, a monthly deduction, at an annual rate of 0.20% of the Policyholder account value, is charged. For Strategic Benefits Policies, a monthly deduction, at an annual rate of 0.85%, 0.60%, and 0.50%, of the Policyholder account value, is charged during policy years 1 through 10, 11 through 20, and 21 and later, respectively. For Asset Portfolio Manager Policies, a monthly deduction, at an annual rate of 0.90% and 0.45% of the Policyholder account value, is charged during policy years 1 through 10 and 11 through 20, respectively. There is no mortality and expense charge after year 20 for Asset Portfolio Manager Policies.

4.     Related Party Transactions

During the year ended December 31, 2003, management and service fees were paid indirectly to Direct Services, Inc., an affiliate of the Company, in its capacity as investment manager to ING Investors Trust. The Fund's advisory agreement provided for fees at annual rates ranging from 0.53% to 1.02% of the average net assets of each respective Portfolio. Management fees were paid to ING Investments, LLC, an affiliate of the Company, in its capacity as investment advisor to ING Variable Products Trust, ING Income Shares, and ING Variable Portfolios, Inc. The Fund's advisory agreement provides for fees at annual rates ranging from 0.35% to 0.75% of the average net assets of each respective Portfolio. Additionally, management fees were paid to ING Life Insurance and Annuity Company in its capacity as investment advisor to ING Partners, Inc. The Funds' advisory agreement provides for fees at annual rats of 0.90% of the average net assets of the ING UBS Tactical Asset Allocation Portfolio and 0.6 0% of the average net assets of the ING Van Kampen Comstock Portfolio.

S-54

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

5.     Purchases and Sales of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments follow:

		Year ended December 31
		2003			2002
		Purchases	Sales		Purchases		Sales
		(Dollars in thousands)
AIM Variable Insurance Funds:
	AIM VI Capital Appreciation	$         1,621		$         2,033		$         6,247		$         7,112
	AIM VI Government Securities	9,856		13,637		20,789		14,636
Alger American Funds:
	Alger American Growth	6,981		6,998		8,078		7,473
	Alger American Leveraged AllCap	3,899		3,491		17,554		20,006
	Alger American Midcap Growth	12,863		10,351		27,910		30,512
	Alger American Small Capitalization	11,574		9,773		11,368		15,363
American Funds Insurance Series:
	American Funds Growth	3,698		20		-		-
	American Funds Growth Income	3,542		337		-		-
	American Funds International	2,289		110		-		-
Fidelity® Variable Insurance Products Funds:
	Fidelity® VIP Asset ManagerSM	5,393		9,008		9,450		4,828
	Fidelity® VIP Asset ManagerSM SC	496		131		530		203
	Fidelity® VIP Growth	10,724		12,102		18,112		18,615
	Fidelity® VIP Growth SC	1,285		208		952		509
	Fidelity® VIP Index 500	32,715		30,359		46,237		49,592
	Fidelity® VIP Money Market	101,090		133,793		189,817		183,873
	Fidelity® VIP Overseas	46,550		45,671		47,539		50,148
	Fidelity® VIP Overseas SC	871		155		676		184
ING Income Shares:
	ING VP Bond	7,339		4,316		2,858		332
ING Investors Trust:
	ING Hard Assets	55		-		-		-
	ING Limited Maturity Bond	184		54		565		55,574
	ING Liquid Assets	21,390		20,711		89,560		77,078
	ING Marisco Growth	2,365		603		9		7
	ING MFS Mid Cap Growth	2,731		1,884		1,957		364
	ING MFS Research	2		1		2		-
	ING MFS Total Return	1,026		17		230		122
	ING T. Rowe Price Capital Appreciation	9,506		2,366		8,666		997
	ING T. Rowe Price Equity Income	2,563		191		103		8
ING Partners, Inc.:
	ING JPMorgan Midcap Value	1,200		132		-		-
	ING PIMCO Total Return	6,594		655		-		-
	ING Salomon Brothers Aggressive Growth	138		22		-		-
	ING Salomon Brothers Investors	153		6		-		-
	ING UBS Tactical Asset Allocation	130		17		15		-
	ING Van Kampen Comstock	3,135		940		1,401		141
ING Variable Portfolios, Inc.:
	ING VP Index Plus Large Cap	3,771		575		410		4
	ING VP Index Plus Mid Cap	3,754		597		4,022		690
	ING VP Index Plus Small Cap	1,927		254		978		347

S-55

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

		Year ended December 31
		2003		2002
		Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
ING Variable Products (VP) Trust:
	ING VP Growth Opportunities	$           172	$             85	54	18
	ING VP MagnaCap	456	531	1,372	348
	ING VP MidCap Opportunities	1,332	1,159	2,781	2,004
	ING VP SmallCap Opportunities	3,361	2,542	1,490	238
INVESCO Variable Investment Funds, Inc.:
	INVESCO VIF-Core Equity	4,773	5,692	10,391	9,571
	INVESCO VIF-Health Sciences	520	123	152	11
	INVESCO VIF-High Yield	31,568	31,089	30,976	16,382
	INVESCO VIF-Small Company Growth	5,044	6,862	8,222	6,322
	INVESCO VIF-Total Return	1,536	2,363	4,962	8,246
	INVESCO VIF Utilities	5,195	4,368	4,162	3,442
Janus Aspen Series:
	Janus Aspen Growth	1,744	1,201	3,946	3,458
	Janus Aspen International Growth	4,551	3,939	2,903	2,077
	Janus Aspen Mid Cap Growth	760	706	922	633
	Janus Aspen Worldwide	1,171	1,783	2,284	804
M Fund, Inc:
	Brandes International Equity	2,893	3,181	6,639	1,667
	Business Opportunity Value	875	185	226	14
	Clifton Enhanced US Equity	258	2,393	1,847	377
	Frontier Capital Appreciation	3,236	2,899	5,567	3,131
	Turner Core Growth	1,101	486	743	226
Neuberger Berman Advisers Management Trust:
	Neuberger Berman AMT Growth	4,474	2,692	4,672	3,913
	Neuberger Berman AMT Limited Maturity Bond	10,195	11,520	29,378	19,988
	Neuberger Berman AMT Partners	7,575	6,961	21,642	22,944
Pioneer Variable Contracts Trust:
	Pioneer Mid-Cap Value VCT	7,385	2,201	998	82
	Pioneer Small Cap Value VCT	6,867	5,837	852	68
Putnam Variable Trust:
	Putnam VT Growth and Income	2,314	3,595	15,166	12,154
	Putnam VT New Opportunities	242	251	409	73
	Putnam VT Small Cap Value	7,350	6,396	11,031	5,447
	Putnam VT Voyager	626	777	932	216
Van Eck Worldwide Insurance Trust:
	Van Eck Worldwide Bond	5,046	4,172	4,255	2,145
	Van Eck Worldwide Emerging Markets	5,761	3,929	4,932	3,506
	Van Eck Worldwide Hard Assets	7,008	3,307	3,395	2,893
	Van Eck Worldwide Real Estate	2,690	2,552	4,095	1,673

S-56

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

6.     Changes in Units

The changes in units outstanding were as follows:

		Year ended December 31
		2003		2002
		Net Increase	Units	Units	Net Increase
		(Decrease)	Issued	Redeemed	(Decrease)
AIM Variable Insurance Funds:
	AIM VI Capital Appreciation	(31,717)	671,980	(767,467)	(95,487)
	AIM VI Government Securities	(331,976)	1,631,978	(1,167,870)	464,108
Alger American Funds:
	Alger American Growth	135,320	485,568	(413,022)	72,546
	Alger American Leveraged AllCap	48,184	719,086	(761,594)	(42,508)
	Alger American MidCap Growth	213,809	1,159,357	(1,193,765)	(34,408)
	Alger American Small Capitalization	248,657	1,030,015	(1,369,035)	(339,020)
American Funds Insurance Series:
	American Funds Growth	304,616	-	-	-
	American Funds Growth-Income	267,800	-	-	-
	American Funds International	173,690	-	-	-
Fidelity® Variable Insurance Products Funds:
	Fidelity® VIP Asset ManagerSM	(252,877)	558,460	(315,246)	243,214
	Fidelity® VIP Asset ManagerSM SC	34,159	55,774	(22,376)	33,398
	Fidelity® VIP Growth	(23,426)	939,972	(976,157)	(36,185)
	Fidelity® VIP Growth SC	163,961	130,925	(66,483)	64,442
	Fidelity® VIP Index 500	651,104	2,803,034	(2,871,953)	(68,919)
	Fidelity® VIP Money Market	(2,368,327)	13,655,846	(13,293,811)	362,035
	Fidelity® VIP Overseas	127,738	4,181,509	(4,409,294)	(227,785)
	Fidelity® VIP Overseas SC	95,278	100,315	(26,715)	73,600
ING Income Shares:
	ING VP Bond	270,092	266,604	(31,353)	235,251
ING Investors Trust:
	ING Hard Assets	4,149	-	-	-
	ING Limited Maturity Bond	9,681	41,829	(4,626,328)	(4,584,499)
	ING Liquid Assets	46,702	7,872,674	(6,788,789)	1,083,885
	ING Marisco Growth	180,719	1,521	(1,167)	354
	ING MFS Mid Cap Growth	103,975	291,972	(61,886)	230,086
	ING MFS Research	159	302	(30)	272
	ING MFS Total Return	85,768	20,468	(11,340)	9,128
	ING T. Rowe Price Capital Appreciation	628,124	783,217	(94,217)	689,000
	ING T. Rowe Price Equity Income	209,576	10,741	(781)	9,960
ING Partners, Inc.:
	ING JPMorgan Midcap Value	89,276	-	-	-
	ING PIMCO Total Return	576,071	-	-	-
	ING Salomon Brothers Aggressive Growth	9,585	-	-	-
	ING Salomon Brothers Investors	12,372	-	-	-
	ING UBS Tactical Asset Allocation	12,521	1,970	(14)	1,956
	ING Van Kampen Comstock	221,095	168,184	(16,937)	151,247

S-57

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

		Year ended December 31
		2003		2002
		Net Increase	Units	Units	Net Increase
		(Decrease)	Issued	Redeemed	(Decrease)
ING Variable Portfolios, Inc.:
	ING VP Index Plus Large Cap	373,301	49,112	(422)	48,690
	ING VP Index Plus Mid Cap	327,236	469,065	(84,163)	384,902
	ING VP Index Plus Small Cap	184,566	119,061	(42,175)	76,886
ING Variable Products (VP) Trust:
	ING VP Growth Opportunities	14,018	7,836	(2,699)	5,137
	ING VP MagnaCap	(6,046)	155,659	(39,325)	116,334
	ING VP MidCap Opportunities	23,300	360,810	(264,590)	96,220
	ING VP SmallCap Opportunities	126,618	195,279	(32,103)	163,176
INVESCO Variable Investment Funds, Inc.:
	INVESCO VIF-Core Equity	(33,732)	562,797	(500,598)	62,199
	INVESCO VIF-Health Sciences	44,260	17,637	(1,222)	16,415
	INVESCO VIF-High Yield	(20,222)	2,379,761	(1,348,324)	1,031,437
	INVESCO VIF-Small Company Growth	(144,187)	770,084	(557,896)	212,188
	INVESCO VIF-Total Return	(62,665)	331,008	(563,130)	(232,122)
	INVESCO VIF Utilities	107,999	336,251	(276,809)	59,442
Janus Aspen Series:
	Janus Aspen Growth	112,287	762,951	(696,080)	66,871
	Janus Aspen International Growth	132,985	543,365	(406,029)	137,336
	Janus Aspen Mid Cap Growth	35,124	268,234	(195,305)	72,929
	Janus Aspen Worldwide	(105,015)	391,136	(143,837)	247,299
M Fund, Inc:
	M Fund Brandes International Equity	(8,769)	712,942	(190,657)	522,285
	M Fund Business Opportunity Value	86,388	28,142	(1,869)	26,273
	M Fund Clifton Enhanced US Equity	(278,008)	203,877	(46,123)	157,754
	M Fund Frontier Capital Appreciation	56,601	615,532	(345,254)	270,278
	M Fund Turner Core Growth	76,626	84,796	(26,594)	58,202
Neuberger Berman Advisers Management Trust:
	Neuberger Berman AMT Growth	117,907	345,906	(274,109)	71,797
	Neuberger Berman AMT Limited Maturity Bond	(136,301)	1,978,216	(1,352,449)	625,767
	Neuberger Berman AMT Partners	56,632	1,057,013	(1,093,740)	(36,727)
Pioneer Variable Contracts Trust:
	Pioneer Mid-Cap Value VCT	514,051	112,011	(9,891)	102,120
	Pioneer Small Cap Value VCT	133,936	103,586	(7,691)	95,895
Putnam Variable Trust:
	Putnam VT Growth and Income	(131,784)	1,582,793	(1,268,532)	314,261
	Putnam VT New Opportunities	1,494	55,618	(9,667)	45,951
	Putnam VT Small Cap Value	103,288	976,783	(480,224)	496,559
	Putnam VT Voyager	(15,210)	120,993	(27,423)	93,570

S-58

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

		Year ended December 31
		2003		2002
		Net Increase	Units	Units	Net Increase
		(Decrease)	Issued	Redeemed	(Decrease)
Van Eck Worldwide Insurance Trust:
	Van Eck Worldwide Bond	65,283	402,004	(200,418)	201,586
	Van Eck Worldwide Emerging Markets	190,357	623,320	(434,374)	188,946
	Van Eck Worldwide Hard Assets	312,284	329,392	(276,899)	52,493
	Van Eck Worldwide Real Estate	3,160	372,743	(153,825)	218,918

S-59

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

7.     Financial Highlights

A summary of unit values and units outstanding for Policies, expense ratios, excluding expenses of underlying Funds, investment income ratios, and total return for the years ended December 31, 2003, 2002, and 2001, along with units outstanding and unit values for the year ended December 31, 2000, follows:

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense Ratio	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
AIM VI Capital Appreciation
	2003	1,047	$9.11 to $10.65	$     10,989	-	%	0% to .75%	28.47% to 29.59%
	2002	1,078	$7.03 to $8.29	8,853	-		0% to .75%	-25.05% to -24.41%
	2001	1,174	$9.30 to $11.06	12,831	7.26		0% to .75%	-23.83% to -23.27%
	2000	4,082	$12.12 to $14.52	51,039	*		*	*
AIM VI Government Securities
	2003	2,288	$13.01 to $13.11	29,800	2.30		0% to .75%	0.31% to 1.00%
	2002	2,620	$12.97 to $12.98	33,988	2.03		0% to .75%	9.08% to 9.82%
	2001	2,156	$11.81 to $11.90	25,665	1.35		0% to .75%	5.40% to 6.11%
	2000	1,492	$11.13 to $11.29	16,764	*		*	*
Alger American Growth
	2003	2,261	$8.12 to $21.74	44,540	-		0% to .75%	34.11% to 35.11%
	2002	2,126	$6.01 to $16.21	33,021	0.04		0% to .75%	-33.35% to -33.07%
	2001	2,053	$8.98 to $24.32	48,752	12.91		0% to .75%	-12.74% to -11.61%
	2000	1,807	$10.16 to $27.87	50,118	*		*	*
Alger American Leveraged AllCap
	2003	702	$8.41 to $29.61	18,180	-		0% to .75%	33.68% to 34.78%
	2002	654	$6.24 to $22.15	13,112	0.01		0% to .75%	-34.62% to -33.97%
	2001	696	$9.45 to $33.88	23,276	3.72		0% to .75%	-16.30%
	2000	602	$40.48	24,378	*		*	*
Alger American MidCap Growth
	2003	1,624	$13.07 to $30.91	43,924	-		0% to .75%	46.70% to 47.85%
	2002	1,410	$8.84 to $21.07	27,448	-		0% to .75%	-30.25% to -29.67%
	2001	1,445	$12.57 to $30.21	42,563	46.27		0% to .75%	-7.2% to -6.40%
	2000	1,028	$13.43 to $32.49	33,294	*		*	*

S-60

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Alger American Small Capitalization
	2003	1,446	$7.14 to $13.76	$     19,376	-	%	0% to .75%	41.27% to 42.23%
	2002	1,198	$5.02 to $9.74	11,557	-		0% to .75%	-26.55% to -26.18
	2001	1,537	$6.80 to $13.26	19,928	0.05		0% to .75%	-30.10% to -29.53%
	2000	1,407	$9.65 to $18.97	26,169	*		*	*
American Funds Growth
	2003	305	$12.88 to $12.95	3,929	****		0% to .75%	****
	2002	****	****	****	****		****	****
	2001	****	****	****	****		****	****
	2000	****	****	****	****		****	****
American Funds Growth-Income
	2003	268	$12.91 to $12.98	3,463	****		0% to .75%	****
	2002	****	****	****	****		****	****
	2001	****	****	****	****		****	****
	2000	****	****	****	****		****	****
American Funds International
	2003	174	$13.86 to $13.93	2,412	****		0% to .75%	****
	2002	****	****	****	****		****	****
	2001	****	****	****	****		****	****
	2000	****	****	****	****		****	****
Fidelity® VIP Asset ManagerSM
	2003	1,160	$18.11	21,003	3.58		0.75%	17.14%
	2002	1,413	$15.46	21,839	3.51		0.75%	-8.90%
	2001	1,201	$16.97	19,842	4.74		0.75%	-5.35%
	2000	879	$17.93	15,755	*		*	*
Fidelity® VIP Asset ManagerSM SC
	2003	99	$10.64	1,056	2.80		0%	17.83%
	2002	65	$9.03	588	2.94		0%	-8.79%
	2001	32	$9.90	314	**		0%	**
	2000	**	**	**	**		**	**

S-61

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Fidelity® VIP Growth
	2003	2,384	$8.29 to $22.92	$     53,751	0.25	%	0% to .75%	31.88% to 32.85%
	2002	2,408	$6.24 to $17.38	41,408	0.24		0% to .75%	-30.40% to -30.12%
	2001	2,444	$8.93 to $24.97	59,751	7.38		0% to .75%	-18.45% to -17.62%
	2000	2,264	$10.84 to $30.62	68,506	*		*	*
Fidelity® VIP Growth SC
	2003	253	$7.91	2,000	0.08		0%	32.72%
	2002	88	$5.96	530	0.08		0%	-30.54%
	2001	24	$8.58	209	**		0%	**
	2000	**	**	**	**		**	**
Fidelity® VIP Index 500
	2003	9,436	$8.84 to $24.75	195,682	1.42		0% to .75%	27.45% to 28.49%
	2002	8,785	$6.88 to $19.42	151,371	1.34		0% to .75%	-22.88% to -22.26%
	2001	8,854	$8.85 to $25.18	200,404	1.05		0% to .75%	-12.72% to -12.12%
	2000	6,730	$10.07 to $28.85	180,940	*		*	*
Fidelity® VIP Money Market
	2003	4,915	$13.90	68,318	1.02		0.75%	0.22%
	2002	7,283	$13.87	101,019	1.70		0.75%	1.24%
	2001	6,921	$13.70	94,833	3.88		0.75%	3.63%
	2000	4,690	$13.22	62,015	*		*	*
Fidelity® VIP Overseas
	2003	2,675	$9.35 to $14.41	38,294	0.72		0% to .75%	42.25% to 43.40%
	2002	2,547	$6.52 to $10.13	25,636	0.78		0% to .75%	-21.23% to -20.29%
	2001	2,775	$8.18 to $12.86	35,065	13.45		0% to .75%	-21.63% to -21.19%
	2000	2,670	$10.38 to $16.41	43,322	*		*	*
Fidelity® VIP Overseas SC
	2003	189	$8.70	1,641	0.45		0%	43.09%
	2002	93	$6.08	568	0.34		0%	-20.32%
	2001	19	$7.63	151	**		0%	**
	2000	**	**	**	**		**	**

S-62

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING VP Bond
	2003	505	$11.38 to $11.52	$       5,775	1.88	%	0% to .75%	5.57% to 6.27%
	2002	235	$10.78 to $10.84	2,539	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***
ING Hard Assets
	2003	4	$13.11 to $15.45	61	****		0% to .75%	****
	2002	****	****	****	****		****	****
	2001	****	****	****	****		****	****
	2000	****	****	****	****		****	****
ING Limited Maturity Bond
	2003	36	$13.08	465	1.26		0%	2.83%
	2002	26	$12.72	329	0.23		0%	7.25%
	2001	4,610	$11.86	54,671	16.29		0%	8.91%
	2000	80	$10.89	877	*		*	*
ING Liquid Asset
	2003	1,827	$11.49	20,993	0.78		0%	0.70%
	2002	1,780	$11.41	20,314	1.47		0%	1.42%
	2001	696	$11.25	7,832	3.74		0%	3.88%
	2000	184	$10.83	1,992	*		*	*
ING Marisco Growth
	2003	182	$7.76 to $12.78	1,870	-		0% to .75%	32.88%
	2002	1	$5.84	5	-		0%	-29.55%
	2001	-	$8.29	4	-		0%	-30.28%
	2000	-	$11.89	1	*		*	*
ING MFS Mid Cap Growth
	2003	381	$6.79 to $9.31	2,923	-		0% to .75%	38.57% to 39.58%
	2002	277	$4.90 to $6.67	1,478	-		0% to .75%	-49.38% to -48.85%
	2001	46	$9.68 to $13.04	465	**		0% to .75%	**
	2000	**	**	**	**		**	**

S-63

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING MFS Research
	2003	1	$8.22	$              7	-	%	0%	24.73%
	2002	1	$6.59	4	0.57		0%	-24.94%
	2001	-	$8.78	3	**		0%	**
	2000	**	**	**	**		**	**
ING MFS Total Return
	2003	99	$11.57 to $12.93	1,246	1.00		0% to .75%	16.91%
	2002	14	$11.06	151	3.30		0%	-5.06%
	2001	5	$11.65	53	13.37		0%	0.43%
	2000	1	$11.60	11	*		*	*
ING T. Rowe Price Capital Appreciation
	2003	1,686	$13.16 to $13.43	22,308	0.73		0% to .75%	24.39% to 25.28%
	2002	1,058	$10.58 to $10.72	11,222	3.65		0% to .75%	-0.19% to 0.56%
	2001	369	$10.60 to $10.66	3,909	9.39		0% to .75%	-
	2000	**	**	**	**		**	**
ING T. Rowe Price Equity Income
	2003	220	$11.71 to $12.70	2,734	0.85		0% to .75%	25.37%
	2002	11	$9.34	99	4.45		0%	-13.20%
	2001	1	$10.76	6	**		0%	**
	2000	**	**	**	**		**	**
ING JPMorgan Mid Cap Value
	2003	89	$12.73 to $12.80	1,139	****		0% to .75%	****
	2002	****	****	****	****		****	****
	2001	****	****	****	****		****	****
	2000	****	****	****	****		****	****
ING PIMCO Total Return
	2003	576	$10.21 to $10.26	5,884	****		0% to .75%	****
	2002	****	****	****	****		****	****
	2001	****	****	****	****		****	****
	2000	****	****	****	****		****	****

S-64

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING Salomon Brothers Aggressive Growth
	2003	10	$12.77 to $12.83	123	****	%	0% to .75%	****
	2002	****	****	****	****		****	****
	2001	****	****	****	****		****	****
	2000	****	****	****	****		****	****
ING Salomon Brothers Investors
	2003	12	$13.02 to $13.09	161	****		0% to .75%	****
	2002	****	****	****	****		****	****
	2001	****	****	****	****		****	****
	2000	****	****	****	****		****	****
ING UBS Tactical Asset Allocation
	2003	14	$9.85 to $9.97	143	-		0% to .75%	26.44% to 27.33%
	2002	2	$7.79 to $7.83	15	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***
ING Van Kampen Comstock
	2003	372	$10.78 to $10.91	4,034	3.47		0% to .75%	28.95% to 29.88%
	2002	151	$8.36 to $8.40	1,265	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***
ING VP Index Plus Large Cap
	2003	422	$9.95 to $10.08	4,224	1.39		0% to .75%	25.16% to 26.16%
	2002	49	$7.95 to $7.99	389	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***
ING VP Index Plus Mid Cap
	2003	712	$10.87 to $11.01	7,802	0.40		0% to .75%	31.44% to 32.49%
	2002	385	$8.27 to $8.31	3,193	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***

S-65

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING VP Index Plus Small Cap
	2003	261	$11.05 to $11.20	$       2,906	0.17	%	0% to .75%	35.09% to 36.09%
	2002	77	$8.18 to $8.23	630	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***
ING VP Growth Opportunities
	2003	36	$7.75 to $7.91	281	-		0% to .75%	32.25% to 33.16%
	2002	22	$5.86 to $5.94	130	-		0% to .75%	-32.18% to -31.57%
	2001	17	$8.64 to $8.68	147	**		0% to .75%	**
	2000	**	**	**	**		**	**
ING VP MagnaCap
	2003	131	$9.71 to $9.92	1,281	1.21		0% to .75%	29.99% to 31.04%
	2002	137	$7.47 to $7.57	1,026	1.31		0% to .75%	-23.46% to -22.76%
	2001	21	$9.76 to $9.80	202	**		0% to .75%	**
	2000	**	**	**	**		**	**
ING VP MidCap Opportunities
	2003	152	$9.12 to $9.31	1,404	-		0% to .75%	35.71% to 36.71%
	2002	128	$6.72 to $6.81	868	-		0% to .75%	-26.80% to -25.82%
	2001	32	$9.18	294	**		0% to .75%	**
	2000	**	**	**	**		**	**
ING VP SmallCap Opportunities
	2003	365	$7.46 to $7.62	2,743	-		0% to .75%	37.64% to 38.80%
	2002	238	$5.42 to $5.49	1,297	-		0% to .75%	-44.07% to -43.63%
	2001	75	$9.69 to $9.74	730	**		0% to .75%	**
	2000	**	**	**	**		**	**
INVESCO VIF-Core Equity
	2003	1,267	$9.74 to $23.99	27,110	1.14		0% to .75%	21.65% to 22.52%
	2002	1,301	$7.95 to $19.72	23,265	1.41		0% to .75%	-19.64% to -19.04%
	2001	1,238	$9.82 to $24.54	29,102	1.59		0% to .75%	-9.75% to -8.99%
	2000	806	$10.79 to $27.19	21,536	*		*	*

S-66

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
INVESCO VIF-Health Sciences
	2003	61	$10.37 to $10.50	$          631	-	%	0% to .75%	26.93% to 27.74%
	2002	16	$8.17 to $8.22	134	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***
INVESCO VIF-High Yield
	2003	1,843	$9.53 to $15.79	27,768	6.14		0% to .75%	24.14% to 25.07%
	2002	1,863	$7.62 to $12.72	23,179	18.57		0% to .75%	-2.75% to -1.30%
	2001	832	$7.72 to $13.08	10,708	10.78		0% to .75%	-15.06% to -14.88%
	2000	682	$9.07 to $15.40	10,496	*		*	*
INVESCO VIF-Small Company Growth
	2003	1,101	$9.90 to $12.99	13,864	-		0% to .75%	32.42% to 33.42%
	2002	1,245	$7.42 to $9.81	12,029	-		0% to .75%	-32.30% to -31.11%
	2001	1,033	$10.77 to $14.49	14,861	-		0% to .75%	-19.32% to -18.53%
	2000	660	$13.22 to $17.96	11,848	*		*	*
INVESCO VIF-Total Return
	2003	639	$10.47 to $16.94	10,471	2.47		0% to .75%	16.11% to 16.98%
	2002	702	$8.95 to $14.59	9,980	2.00		0% to .75%	-10.98% to -10.23%
	2001	934	$9.97 to $16.39	15,247	2.57		0% to .75%	-2.15%
	2000	698	$16.75	11,695	*		*	*
INVESCO VIF-Utilities
	2003	693	$6.60 to $14.13	8,951	1.23		0% to .75%	16.58% to 17.44%
	2002	585	$5.62 to $12.12	6,946	0.49		0% to .75%	-20.94% to -20.28%
	2001	526	$7.05 to $15.33	7,928	1.02		0% to .75%	-32.91%
	2000	342	$22.85	7,812	*		*	*
Janus Aspen Growth
	2003	681	$5.86 to $6.00	4,019	-		0% to .75%	30.51% to 31.58%
	2002	568	$4.49 to $4.56	2,560	-		0% to .75%	-27.23% to -26.81%
	2001	501	$6.17 to $6.23	3,099	0.24		0% to .75%	-25.48%
	2000	29	$8.28	244	*		*	*

S-67

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Janus Aspen International Growth
	2003	1,050	$6.50 to $6.66	$       6,883	1.07	%	0% to .75%	33.47% to 34.55%
	2002	917	$4.87 to $4.95	4,484	0.64		0% to .75%	-26.10% to -25.79%
	2001	780	$6.59 to $6.67	5,140	0.87		0% to .75%	-24.17% to -23.42%
	2000	48	$8.69 to $8.71	421	*		*	*
Janus Aspen Mid Cap Growth
	2003	560	$3.92 to $4.02	2,203	-		0% to .75%	33.79% to 34.90%
	2002	525	$2.93 to $2.98	1,539	-		0% to .75%	-28.71% to -28.19%
	2001	452	$4.11 to $4.15	1,858	-		0% to .75%	-40.00% to -39.50%
	2000	77	$6.85 to $6.86	526	*		*	*
Janus Aspen Worldwide
	2003	626	$6.04 to $6.19	3,806	0.92		0% to .75%	22.76% to 23.55%
	2002	731	$4.92 to $5.01	3,609	0.66		0% to .75%	-26.35% to -25.67%
	2001	484	$6.68 to $6.74	3,325	0.37		0% to .75%	-23.13% to -22.62%
	2000	37	$8.69 to $8.71	319	*		*	*
Brandes International Equity
	2003	713	$11.67 to $11.91	8,330	1.05		0% to .75%	46.42% to 47.40%
	2002	722	$7.97 to $8.08	5,757	6.53		0% to .75%	-15.93% to -15.30%
	2001	200	$9.48 to $9.54	1,895	**		0% to .75%	**
	2000	**	**	**	**		**	**
Business Opportunity Value
	2003	113	$9.77 to $9.90	1,103	1.07		0% to .75%	28.72% to 29.58%
	2002	26	$7.59 to $7.64	200	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***
Frontier Capital Appreciation
	2003	491	$12.06 to $12.32	5,926	-		0% to .75%	54.62% to 55.95%
	2002	435	$7.80 to $7.90	3,390	-		0% to .75%	-25.79% to -25.26%
	2001	164	$10.51 to $10.57	1,727	**		0% to .75%	**
	2000	**	**	**	**		**	**

S-68

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Turner Core Growth
	2003	166	$9.25 to $9.44	$       1,538	0.28	%	0% to .75%	33.67% to 34.47%
	2002	89	$6.92 to $7.02	619	0.28		0% to .75%	-27.08% to -26.49%
	2001	31	$9.49 to $9.55	296	**		0% to .75%	**
	2000	**	**	**	**		**	**
Neuberger Berman AMT Growth
	2003	906	$7.68 to $16.26	14,408	-		0% to .75%	30.39% to 31.28%
	2002	788	$5.85 to $12.47	9,722	-		0% to .75%	-31.93% to -31.18%
	2001	716	$8.50 to $18.32	13,020	50.01		0% to .75%	-30.66%
	2000	755	$26.42	19,945	*		*	*
Neuberger Berman AMT Limited Maturity Bond
	2003	2,092	$11.42 to $15.32	30,686	4.65		0% to .75%	1.66% to 2.42%
	2002	2,229	$11.15 to $15.07	32,704	4.04		0% to .75%	4.44% to 5.39%
	2001	1,603	$10.58 to $14.43	22,975	5.37		0% to .75%	8.01%
	2000	1,085	$13.36	14,494	*		*	*
Neuberger Berman AMT Partners
	2003	1,403	$9.93 to $23.62	32,014	-		0% to .75%	34.05% to 35.10%
	2002	1,346	$7.35 to $17.62	23,077	0.51		0% to .75%	-24.93% to -24.15%
	2001	1,383	$9.69 to $23.47	32,191	4.12		0% to .75%	-3.61% to -2.81%
	2000	1,132	$9.97 to $24.35	27,556	*		*	*
Pioneer Mid-Cap Value VCT
	2003	616	$11.52 to $11.67	7,115	0.15		0% to .75%	36.33% to 37.46%
	2002	102	$8.45 to $8.49	864	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***
Pioneer Small Cap Value VCT
	2003	229	$10.65 to $10.79	2,455	-		0% to .75%	34.47% to 35.55%
	2002	96	$7.92 to $7.96	760	***		0% to .75%	***
	2001	***	***	***	***		***	***
	2000	***	***	***	***		***	***

S-69

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Putnam VT Growth and Income
	2003	527	$10.00 to $10.21	$       5,300	1.85	%	0% to .75%	26.58% to 27.47%
	2002	658	$7.90 to $8.01	5,213	1.82		0% to .75%	-19.63% to -19.01%
	2001	344	$9.83 to $9.89	3,383	**		0% to .75%	**
	2000	**	**	**	**		**	**
Putnam VT New Opportunities
	2003	89	$8.66 to $8.84	776	-		0% to .75%	31.41% to 32.34%
	2002	88	$6.59 to $6.68	579	-		0% to .75%	-31.07% to -30.49%
	2001	42	$9.56 to $9.61	397	**		0% to .75%	**
	2000	**	**	**	**		**	**
Putnam VT Small Cap Value
	2003	1,135	$13.97 to $14.26	15,925	0.30		0% to .75%	76.39% to 79.15%
	2002	1,032	$7.92 to $7.96	9,712	1.05		0% to .75%	-18.76% to -18.27%
	2001	535	$11.57 to $11.66	6,191	**		0% to .75%	**
	2000	**	**	**	**		**	**
Putnam VT Voyager
	2003	168	$8.60 to $8.78	1,455	0.37		0% to .75%	23.92% to 24.89%
	2002	183	$6.94 to $7.03	1,275	0.50		0% to .75%	-27.02% to -26.54%
	2001	90	$9.51 to $9.57	852	**		0% to .75%	**
	2000	**	**	**	**		**	**
Van Eck Worldwide Bond
	2003	394	$13.61 to $13.68	5,371	0.02		0% to .75%	17.23% to 18.13%
	2002	329	$11.58 to $11.61	3,820	-		0% to .75%	20.81% to 21.64%
	2001	127	$9.52 to $9.61	1,225	3.92		0% to .75%	-5.78% to -4.99%
	2000	91	$10.02 to $10.20	931	*		*	*
Van Eck Worldwide Emerging Markets
	2003	967	$11.29 to $12.15	10,998	0.08		0% to .75%	53.19% to 54.19%
	2002	777	$7.37 to $7.88	5,740	0.17		0% to .75%	-3.67% to -2.96%
	2001	588	$7.65 to $8.12	4,516	-		0% to .75%	-2.55% to -1.81%
	2000	579	$7.85 to $8.27	4,562	*		*	*

S-70

SECURITY LIFE OF DENVER INSURANCE COMPANY

SEPARATE ACCOUNT L1

Notes to Financial Statements

							Investment
				Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division				(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Van Eck Worldwide Hard Assets
		2003		545	$12.57 to $13.28	$       7,224	0.34	%	0% to .75%	44.03% to 45.15%
		2002		233	$8.66 to $9.22	2,148	0.62		0% to .75%	-3.66% to -2.81%
		2001		181	$8.91 to $9.57	1,727	1.15		0% to .75%	-11.06%
		2000		215	$10.76	2,313	*		*	*
Van Eck Worldwide Real Estate
		2003		493	$13.19 to $14.84	6,614	1.90		0% to .75%	33.50% to 34.42%
		2002		490	$9.88 to $11.04	4,886	2.47		0% to .75%	-5.18% to -4.42%
		2001		271	$10.42 to $11.55	2,826	1.98		0% to .75%	4.51% to 5.29%
		2000		131	$9.97 to $10.97	1,312	*		*	*
*			Not provided for 2000.
**			As investment Division was not available until 2001, this data is not meaningful and is therefore not presented.
***			As investment Division was not available until 2002, this data is not meaningful and is therefore not presented.
****			As investment Division was not available until 2003, this data is not meaningful and is therefore not presented.
A	The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions, divided by the average net assets.
	The recognition of investment income is determined by the timing of the declaration of dividends by the underlying fund in which the Division invests.
B	The Expense Ratio considers only the expenses borne directly by the Account and is equal to the mortality and expense charge,
	as defined in Note 3. Certain items in this table are presented as a range of minimum and maximum values; however,
	such information is calculated independently for each column in the table.
C	Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this table are presented as a range of
	minimum and maximum values; however, such information is calculated independently for each column in the table.

S-71

SECURITY LIFE OF DENVER INSURANCE COMPANY
Financial Statements - Statutory Basis
Years ended December 31, 2003 and 2002
Contents
Report of Independent Auditors	F-2
Audited Financial Statements - Statutory Basis
Balance Sheets - Statutory Basis	F-4
Statements of Operations - Statutory Basis	F-6
Statements of Changes in Capital and Surplus - Statutory Basis	F-7
Statements of Cash Flows - Statutory Basis	F-8
Notes to Financial Statements - Statutory Basis	F-9

F-1

Report of Independent Auditors

Board of Directors and Stockholder

Security Life of Denver Insurance Company

We have audited the accompanying statutory basis balance sheets of Security Life of Denver Insurance Company ("the Company" and an indirect, wholly-owned subsidiary of ING America Insurance Holdings, Inc.) as of December 31, 2003 and 2002, and the related statutory basis statements of operations, changes in capital and surplus, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

As described in Note 1 to the financial statements, the Company presents its financial statements in conformity with accounting practices prescribed or permitted by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado ("Colorado Division of Insurance"), which practices differ from accounting principles generally accepted in the United States. The variances between such practices and accounting principles generally accepted in the United States are described in Note 1. The effects on the financial statements of these variances are not reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matter described in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States, the financial position of Security Life of Denver Insurance Company at December 31, 2003 and 2002 or the results of its operations or its cash flows for the years then ended.

F-2

However, in our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Security Life of Denver Insurance Company at December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended, in conformity with accounting practices prescribed or permitted by the Colorado Division of Insurance.

/s/ __________________

______________

F-3

SECURITY LIFE OF DENVER INSURANCE COMPANY

Balance Sheets - Statutory Basis

		December 31
		2003	2002
		(In Thousands)
Admitted assets
Cash and invested assets:
	Bonds	$    11,999,561	$    11,414,565
	Preferred stocks	12,418	18,915
	Common stocks	77,957	72,427
	Subsidiaries	76,187	73,186
	Mortgage loans	2,856,476	2,776,223
	Real estate, less accumulated depreciation (2003-$13,109; 2002-$12,553)	31,971	32,612
	Contract loans	1,092,751	1,073,803
	Other invested assets	128,678	149,642
	Cash and short-term investments	408,212	290,080
Total cash and invested assets		16,684,211	15,901,453
Deferred and uncollected premiums, less loading (2003- $2,052; 2002- $1,926)		193,102	130,982
Accrued investment income		226,236	241,378
Reinsurance balances recoverable		(4,022)	67,177
Data processing equipment, less accumulated
	depreciation (2003-$3,838; 2002-$1,817)	31	75
Indebtedness from related parties		14	8,420
Federal income tax recoverable, (including $66,660 and $56,985
	net deferred tax assets at December 31, 2003 and 2002, respectively)	66,660	57,059
Separate account assets		1,730,272	1,526,548
Other assets		13,407	12,825
Total admitted assets		$    18,909,911	$    17,945,917

The accompanying notes are an integral part of these financial statements.

F-4

SECURITY LIFE OF DENVER INSURANCE COMPANY

Balance Sheets - Statutory Basis

			December 31
			2003	2002
			(In Thousands,
			except share amounts)
Liabilities and capital and surplus
Liabilities:
	Policy and contract liabilities:
		Life and annuity reserves	$      7,603,507	$      8,022,919
		Accident and health reserves	8	15
		Deposit type contracts	7,330,821	6,710,709
		Policyholders' funds	6,493	7,302
		Dividends payable	3,981	3,871
		Unpaid claims	145,231	191,423
	Total policy and contract liabilities		15,090,041	14,936,239
	Interest maintenance reserve		19,517	2,444
	Accounts payable and accrued expenses		126,551	126,479
	Reinsurance balances due		515,895	43,312
	Indebtedness to related parties		40,051	1,802
	Contingency reserve		16,955	18,087
	Asset valuation reserve		95,649	74,863
	Borrowed money, net		268,245	168,884
	Other liabilities		126,027	30,480
	Separate account liabilities		1,711,770	1,512,075
Total liabilities			18,010,701	16,914,665
Capital and surplus:
	Common stock: $20,000 par value; authorized 149 shares;
		issued and outstanding 144 shares	2,880	2,880
	Surplus notes		165,032	165,032
	Paid-in and contributed surplus		837,378	837,378
	Unassigned (deficit) surplus		(106,080)	25,962
Total capital and surplus			899,210	1,031,252
Total liabilities and capital and surplus			$    18,909,911	$    17,945,917

The accompanying notes are an integral part of these financial statements.

F-5

Security Life of Denver Insurance Company

Statements of Operations - Statutory Basis

			Year ended December 31
			2003	2002
			(In Thousands)
Premiums and other revenues:
	Life, annuity, and accident and health premiums		$      1,182,093	$      2,063,758
	Policy proceeds and dividends left on deposit		51	31
	Net investment income		707,739	858,455
	Amortization of interest maintenance reserve		(16,687)	(13,414)
	Commissions, expense allowances and reserve adjustments
		on reinsurance ceded	260,286	53,339
	Other income		84,275	71,964
Total premiums and other revenues			2,217,757	3,034,133
Benefits paid or provided:
	Death benefits		503,663	402,381
	Annuity benefits		13,450	12,001
	Surrender benefits		1,312,580	1,276,798
	Interest on policy or contract funds		233,660	296,017
	Other benefits		26	(1,896)
	Change in life, annuity, and accident and health reserves		(419,362)	290,893
	Net transfers to separate accounts		49,745	60,825
Total benefits paid or provided			1,693,762	2,337,019
Insurance expenses:
	Commissions		357,779	307,117
	General expenses		133,682	98,192
	Insurance taxes, licenses and fees, excluding federal income taxes		21,451	18,890
	Miscellaneous deductions		2,373	995
Total insurance expenses			515,285	425,194
Gain from operations before policyholder dividends,
	federal income taxes and net realized capital losses		8,710	271,920
Dividends to policyholders			2,766	2,564
Gain from operations before federal income taxes and
	net realized capital losses		5,944	269,356
Federal income taxes			103,127	88,773
(Loss) gain from operations before net realized capital losses			(97,183)	180,583
Net realized capital losses net of income taxes 2003 - $(14,400) and
	2002 - $(11,366); and excluding net transfers to the interest maintenance
	reserve 2003- $(387) and 2002- $(20,691)		(45,280)	(43,391)
Net (loss) income			$        (142,463)	$         137,192

The accompanying notes are an integral part of these financial statements.

F-6

Security Life of Denver Insurance Company

Statements of Changes in Capital and Surplus-Statutory Basis

		Year ended December 31
		2003	2002
		(In Thousands)
Common stock:
	Balance at beginning and end of year	$             2,880	$             2,880
Surplus note:
	Balance at beginning and end of year	165,032	165,032
Paid-in and contributed surplus:
	Balance at beginning of year	837,378	737,378
	Capital contributions	-	100,000
	Balance at end of year	837,378	837,378
Unassigned (deficit) surplus:
	Balance at beginning of year	25,962	(136,246)
	Net income	(142,463)	137,192
	Change in net unrealized capital gains or losses	12,014	(5,149)
	Change in nonadmitted assets	(43,372)	42,134
	Change in liability for reinsurance in unauthorized companies	1,999	(5,474)
	Change in asset valuation reserve	(20,786)	1,136
	Change in net deferred income tax	57,094	(7,631)
	Dividends to stockholder	(136,055)	-
	Deferral of gain on reinsurance transaction	139,527	-
	Balance at end of year	(106,080)	25,962
Total capital and surplus		$         899,210	$      1,031,252

The accompanying notes are an integral part of these financial statements.

F-7

Security Life of Denver Insurance Company

Statements of Cash Flows-Statutory Basis

		Year ended December 31
		2003	2002
		(In Thousands)
Operations
Premiums, policy proceeds, and other
	considerations received, net of reinsurance paid	$    1,329,758	$    2,078,398
Net investment income received		915,235	1,018,160
Commission, expenses paid and other miscellaneous expenses		(475,494)	(393,052)
Benefits paid		(1,430,859)	(1,920,378)
Net transfers from (to) separate accounts		31,408	(770,703)
Dividends paid to policyholders		(2,656)	(2,758)
Federal income taxes paid		(105,554)	(48,565)
Other revenues		420,220	18,692
Net cash provided by (used in) operations		682,058	(20,206)
Investment activities
Proceeds from sales, maturities, or repayments of investments:
	Bonds	9,537,940	9,417,153
	Stocks	10,286	23,243
	Mortgage loans	523,538	452,644
	Real estate	1,375	-
	Other invested assets	9,622	29,086
	Net gain on cash and short term investments	9,607	56
	Miscellaneous proceeds	61,278	-
Net proceeds from sales, maturities, or repayments of investments		10,153,646	9,922,182
Cost of investments acquired:
	Bonds	10,348,589	10,434,664
	Stocks	3,954	37,494
	Mortgage loans	604,826	795,589
	Real estate	-	-
	Other invested assets	13,237	10,853
	Miscellaneous applications	-	188,187
Total cost of investments acquired		10,970,606	11,466,787
Net change in contract loans		(18,948)	50,306
Net cash used in investment activities		(835,908)	(1,494,299)
Financing and miscellaneous activities
Cash provided:
	Capital and surplus paid-in	10,620	91,733
	Borrowed money received (repaid)	99,364	(142,383)
	Net deposits on deposit-type contract funds	47,934	1,770,838
	Dividends to stockholders	(136,055)	-
	Other sources (uses)	250,119	(483,025)
Net cash provided by financing and miscellaneous activities		271,982	1,237,163
Net change in cash and short-term investments		118,132	(277,342)
Cash and short-term investments
	Beginning of year	290,080	567,422
	End of year	$       408,212	$       290,080

The accompanying notes are an integral part of these financial statements.

F-8

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

1.     Nature of Operations and Significant Accounting Policies

Security Life of Denver Insurance Company (the "Company") is domiciled in Colorado and is a wholly owned subsidiary of Lion Connecticut Holdings Inc., which is a wholly-owned subsidiary of ING America Insurance Holdings, Inc. ("ING AIH"). The Company focuses on three markets: the advanced market, reinsurance to other insurers, and the investment products market. The life insurance products offered for the advanced market include wealth transfer and estate planning, executive benefits, charitable giving and corporate-owned life insurance. These products include traditional life, interest-sensitive life, universal life, and variable life. Operations are conducted almost entirely on the general agency basis and the Company is presently licensed in all states (approved for reinsurance only in New York and Puerto Rico), the District of Columbia and the U.S. Virgin Islands. In the reinsurance market, the Company offers financial security to clients through a mix of total risk management and trad itional life insurance services. In the investment products market, the Company offers guaranteed investment contracts, funding agreements, and trust notes to institutional buyers.

The Company merged with First Columbine Life Insurance Company ("First Columbine"), an affiliate, on December 31, 2002. The transaction was approved by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado ("Colorado Division of Insurance") and was accounted for as a statutory merger. No consideration was paid and no common stock was issued in exchange for all of the common shares of First Columbine. The accompanying financial statements have been restated as though the merger took place prior to all periods presented. Pre-merger separate company revenue, net income, and other surplus adjustments for the twelve months ended December 31, 2002 were $2,784,460,000, $116,057,000 and $107,979,000, respectively, for the Company and $249,673,000, $21,137,000, and $17,035,000, respectively, for First Columbine.

The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Basis of Presentation

The accompanying financial statements of the Company have been prepared in conformity with accounting practices prescribed or permitted by the Colorado Division of Insurance, which practices differ from accounting principles generally accepted in the United States ("GAAP"). The most significant variances from GAAP are as follows:

F-9

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Investments: Investments in bonds and mandatorily redeemable preferred stocks are reported at amortized cost or market value based on the National Association of Insurance Commissioners ("NAIC") rating; for GAAP, such fixed maturity investments are designated at purchase as held-to-maturity, trading or available-for-sale. Held-to-maturity investments are reported at amortized cost, and the remaining fixed maturity investments are reported at fair value with unrealized capital gains and losses reported in operations for those designated as trading and as a separate component of other comprehensive income in stockholder's equity for those designated as available-for-sale.

For structured securities, when a negative yield results from a revaluation based on new prepayment assumptions (i.e., undiscounted cash flows are less than current book value), an other than temporary impairment is considered to have occurred and the asset is written down to the value of the undiscounted cash flows. For GAAP, assets are re-evaluated based on the discounted cash flows using a current market rate. Impairments are recognized when there has been an adverse change in cash flows and the fair value is less than book value. The asset is then written down to fair value.

Investments in real estate are reported net of related obligations rather than on a gross basis. Real estate owned and occupied by the Company is included in investments rather than reported as an operating asset as under GAAP, and investment income and operating expenses include rent for the Company's occupancy of those properties. Changes between depreciated cost and admitted asset investment amounts are credited or charged directly to unassigned surplus rather than income as would be required under GAAP.

SSAP 31 applies to derivative transactions prior to January 1, 2003. The Company also follows the newly adopted hedge accounting guidance in SSAP 86 for derivative transactions entered into or modified on or after January 1, 2003. Under this guidance, derivatives that are deemed effective hedges are accounted for in a manner which is consistent with the underlying hedged item. Derivatives used in hedging transactions that do not meet the requirements of SSAP 86 as an effective hedge are carried at fair value with the change in value recorded in surplus as unrealized gains or losses. Embedded derivatives are not accounted for separately from the host contract. Under GAAP, the effective and ineffective portions of a single hedge are accounted for separately, an embedded derivative within a contract that is not clearly and closely related to the economic characteristics and risk of the host contract is accounted for separately from the host contract and valued and reported at fair value, and the change in fair value for cash flow hedges is credited or charged directly to a separate component of shareholder's equity rather than to income as required for fair value hedges.

Redeemable preferred stocks rated as high quality or better are reported at cost or amortized cost. All other redeemable preferred stocks are reported at the lower of cost, amortized cost, or market value and nonredeemable preferred stocks are reported at market value or the lower of cost or market value as determined by the Securities Valuation Office of the NAIC ("SVO").

F-10

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Common stocks are reported at market value as determined by the SVO and the related unrealized capital gains/losses are reported in unassigned surplus along with adjustment for federal income taxes.

Valuation Reserves: The asset valuation reserve ("AVR") is determined by an NAIC-prescribed formula and is reported as a liability rather than as a valuation allowance or an appropriation of surplus. The change in AVR is reported directly to unassigned surplus.

Under a formula prescribed by the NAIC, the Company defers the portion of realized gains and losses on sales of fixed-income investments, principally bonds and mortgage loans, attributable to changes in the general level of interest rates, and amortizes those deferrals over the remaining period to maturity based on groupings of individual securities sold in five-year bands. The net deferral or interest maintenance reserve ("IMR") is reported as a component of other liabilities in the accompanying balance sheets.

Realized gains and losses on investments are reported in operations net of federal income tax and transfers to the IMR. Under GAAP, realized capital gains and losses are reported in the statements of operations on a pretax basis in the period that the asset giving rise to the gain or loss is sold and valuation allowances are provided when there has been a decline in value deemed other than temporary, in which case the provision for such declines is charged to income.

Valuation allowances, if necessary, are established for mortgage loans based on the difference between the net value of the collateral, determined as the fair value of the collateral less estimated costs to obtain and sell, and the recorded investment in the mortgage loan. Under GAAP, such allowances are based on the present value of expected future cash flows discounted at the loan's effective interest rate or, if foreclosure is probable, on the estimated fair value of the collateral.

The initial valuation allowance and subsequent changes in the allowance for mortgage loans as a result of a temporary impairment are charged or credited directly to unassigned surplus, rather than being included as a component of earnings as would be required under GAAP.

Policy Acquisition Costs: The costs of acquiring and renewing business are expensed when incurred. Under GAAP, acquisition costs related to traditional life insurance, to the extent recoverable from future policy revenues, are deferred and amortized over the premium-paying period of the related policies using assumptions consistent with those used in computing policy benefit reserves. For universal life insurance and investment products, to the extent recoverable from future gross profits, acquisition costs are amortized generally in proportion to the present value of expected gross margins from surrender charges and investment, mortality, and expense margins.

F-11

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Premiums: Life premiums are recognized as revenue when due. Premiums for annuity policies with mortality and morbidity risk, except for guaranteed interest and group annuity contracts, are also recognized as revenue when due. Premiums received for annuity policies without mortality or morbidity risk and for guaranteed interest and group annuity contracts are recorded using deposit accounting.

Under GAAP, premiums for traditional life insurance products, which include those products with fixed and guaranteed premiums and benefits and consist primarily of whole life insurance policies, are recognized as revenue when due. Group insurance premiums are recognized as premium revenue over the time period to which the premiums relate. Revenues for universal life, annuities and guaranteed interest contracts consist of policy charges for the cost of insurance, policy administration charges, amortization of policy initiation fees and surrender charges assessed during the period.

Benefit and Contract Reserves: Life policy and contract reserves under statutory accounting practices are calculated based upon both the net level premium and Commissioners' Reserve Valuation methods using statutory rates for mortality and interest. GAAP requires that policy reserves for traditional products be based upon the net level premium method utilizing reasonably conservative estimates of mortality, interest, and withdrawals prevailing when the policies were sold. For interest-sensitive products, the GAAP policy reserve is equal to the policy fund balance plus an unearned revenue reserve which reflects the unamortized balance of early year policy loads over renewal year policy loads.

Reinsurance: For business ceded to unauthorized reinsurers, statutory accounting practices require that reinsurance credits permitted by the treaty be recorded as an offsetting liability and charged against unassigned surplus. Under GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings. Statutory income recognized on certain reinsurance treaties representing financing arrangements is not recognized on a GAAP basis.

Policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves rather than as assets as required under GAAP.

Commissions allowed by reinsurers on business ceded are reported as income when received rather than being deferred and amortized with deferred policy acquisition costs as required under GAAP.

Subsidiaries: The accounts and operations of the Company's subsidiaries are not consolidated with the accounts and operations of the Company as would be required under GAAP.

F-12

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Nonadmitted Assets: Certain assets designated as "nonadmitted," principally deferred federal income tax assets, disallowed interest maintenance reserves, non-operating software, past-due agents' balances, furniture and equipment, intangible assets, and other assets not specifically identified as an admitted asset within the NAIC Accounting Practices and Procedures Manual are excluded from the accompanying balance sheets and are charged directly to unassigned surplus.

Employee Benefits: For purposes of calculating the Company's pension and postretirement benefit obligation, only vested participants and current retirees are included in the valuation. Under GAAP, active participants not currently vested are also included.

Universal Life and Annuity Policies: Revenues for universal life and annuity policies consist of the entire premium received and benefits incurred represent the total of death benefits paid and the change in policy reserves. Under GAAP, premiums received in excess of policy charges would not be recognized as premium revenue and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values.

Policyholder Dividends: Policyholder dividends are recognized when declared rather than over the term of the related policies.

Deferred Income Taxes: Deferred tax assets are provided for and admitted to an amount determined under a standard formula. This formula considers the amount of differences that will reverse in the subsequent year, taxes paid in prior years that could be recovered through carrybacks, surplus limits, and the amount of deferred tax liabilities available for offset. Any deferred tax assets not covered under the formula are non-admitted. Deferred taxes do not include any amounts for state taxes. Under GAAP, a deferred tax asset is recorded for the amount of gross deferred tax assets that are expected to be realized in future years and a valuation allowance is established for the portion that is not realizable.

Surplus Notes: Surplus notes are reported as a component of surplus. Under statutory accounting practices, no interest is recorded on the surplus notes until payment has been approved by the Colorado Division of Insurance. Under GAAP, surplus notes are reported as liabilities and the related interest is reported as a charge to earnings over the term of the notes.

Statements of Cash Flows: Cash and short-term investments in the statements of cash flows represent cash balances and investments with initial maturities of one year or less. Under GAAP, the corresponding caption of cash and cash equivalents includes cash balances and investments with initial maturities of three months or less.

F-13

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Reconciliation to GAAP: The effects of the preceding variances from GAAP on the accompanying statutory basis financial statements have not been determined, but are presumed to be material.

Other significant accounting practices are as follows:

Investments

Investments are stated at values prescribed by the NAIC, as follows:

Bonds not backed by other loans are principally stated at amortized cost using the interest method.

Single class and multi-class mortgage-backed/asset-backed securities are valued at amortized cost using the interest method including anticipated prepayments. Prepayment assumptions are obtained from dealer surveys or internal estimates and are based on the current interest rate and economic environment. The retrospective adjustment method is used to value all such securities except for higher-risk asset backed securities, which are valued using the prospective method. The Company has elected to use the book value as of January 1, 1994, as the cost for applying the retrospective method to securities purchased prior to that date where historical cash flows are not readily available.

Redeemable preferred stocks rated as high quality or better are reported at cost or amortized cost. All other redeemable preferred stocks are reported at the lower of cost, amortized cost, or market value and nonredeemable preferred stocks are reported at market value or the lower of cost or market value as determined by the SVO.

Common stocks are reported at market value as determined by the SVO and the related unrealized capital gains/losses are reported in unassigned surplus along with adjustment for federal income taxes.

The Company analyzes the general account investments to determine whether there has been an other than temporary decline in fair value below the amortized cost basis. Management considers the length of time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer, future economic conditions and market forecasts, and the Company's intent and ability to retain the investment in the issuer for a period of time sufficient to allow for recovery in market value. If it is probable that all amounts due according to the contractual terms of a debt security will not be collected, an other than temporary impairment is considered to have occurred.

F-14

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The Company uses derivatives such as interest rate swaps, caps and floors as part of its overall interest rate risk management strategy for certain life insurance and annuity products. As the Company only uses derivatives for hedging purposes, the Company values all derivative instruments on a consistent basis with the hedged item. Upon termination, gains and losses on instruments are included in the carrying values of the underlying hedged items and are amortized over the remaining lives of the hedged items as adjustments to investment income or benefits from the hedged items. Any unamortized gains or losses are recognized when the underlying hedged items are sold.

Interest rate swap contracts are used to convert the interest rate characteristics (fixed or variable) of certain investments to match those of the related insurance liabilities that the investments are supporting. The net interest effect of such swap transactions is reported as an adjustment of interest income from the hedged items as incurred.

Interest rate caps and floors are used to limit the effects of changing interest rates on yields of variable rate or short-term assets or liabilities. The initial cost of any such agreement is amortized to net investment income over the life of the agreement. Periodic payments that are receivable as a result of the agreements are accrued as an adjustment of interest income or benefits from the hedged items.

The derivatives are reported in a manner that is consistent with the hedged asset or liability. All derivatives are reported at amortized cost. Upon termination of a derivative that qualified for hedge accounting, the gain or loss is deferred in IMR or adjusts the basis of the hedged item.

The Company's insurance subsidiaries are reported at their underlying statutory basis net assets plus the admitted portion of goodwill, and the Company's noninsurance subsidiary is reported at the GAAP basis of its net assets. Dividends from subsidiaries are included in net investment income. The remaining net change in the subsidiaries' equity is included in the change in net unrealized capital gains or losses.

Mortgage loans are reported at amortized cost, less allowance for impairments.

Contract loans are reported at unpaid principal balances.

Land is reported at cost. Real estate occupied by the Company is reported at depreciated cost; other real estate is reported at the lower of depreciated cost or fair value. Depreciation is calculated on a straight-line basis over the estimated useful lives of the properties.

F-15

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

For reverse repurchase agreements, Company policies require a minimum of 95% of the fair value of securities purchased under reverse repurchase agreements to be maintained as collateral. Cash collateral received is invested in short-term investments and the offsetting collateral liability is included in miscellaneous liabilities.

Reverse dollar repurchase agreements are accounted for as collateral borrowings, where the amount borrowed is equal to the sales price of the underlying securities.

The Company engages in securities lending whereby certain domestic bonds from its portfolio are loaned to other institutions for short periods of time. Collateral, primarily cash, which is in excess of the market value of the loaned securities, is deposited by the borrower with a lending agent, and retained and invested by the lending agent to generate additional income for the Company. The Company does not have access to the collateral. The Company's policy requires a minimum of 102% of the fair value of securities loaned to be maintained as collateral. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value fluctuates.

Short-term investments are reported at amortized cost. Short-term investments include investments with maturities of less than one year at the date of acquisition.

Partnership interests, which are included in other invested assets, are reported at the underlying audited GAAP equity of the investee.

Residual collateralized mortgage obligations, which are included in other invested assets, are reported at amortized cost using the effective interest method.

Realized capital gains and losses are determined using the specific identification method.

Cash on hand includes cash equivalents. Cash equivalents are short-term investments that are both readily convertible to cash and have an original maturity date of three months or less. Short-term investments are carried at amortized cost, which approximates market value.

Aggregate Reserve for Life Policies and Contracts

Life, annuity, and accident and health reserves are developed by actuarial methods and are determined based on published tables using statutorily specified interest rates and valuation methods that will provide, in the aggregate, reserves that are greater than or equal to the minimum or guaranteed policy cash value or the amounts required by law. Interest rates range from 2.0% to 11.25%.

F-16

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The Company waives the deduction of deferred fractional premiums upon the death of the insured. It is the Company's practice to return a pro rata portion of any premium paid beyond the policy month of death, although it is not contractually required to do so for certain issues.

The methods used in valuation of substandard policies are as follows:

For life, endowment and term policies issued substandard, the standard reserve during the premium-paying period is increased by 50% of the gross annual extra premium. Standard reserves are held on Paid-Up Limited Pay contracts.

For reinsurance accepted with table rating, the reserve established is a multiple of the standard reserve corresponding to the table rating.

For reinsurance with flat extra premiums, the standard reserve is increased by 50% of the flat extra.

The tabular interest has been determined from the basic data for the calculation of policy reserves for all direct ordinary life insurance and for the portion of group life insurance classified as group Section 79. The method of determination of tabular interest of funds not involving life contingencies is as follows: current year reserves, plus payments, less prior year reserves, less funds added.

Reinsurance

Reinsurance premiums, commissions, expense reimbursements, and reserves related to reinsured business are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Reserves are based on the terms of the reinsurance contracts and are consistent with the risks assumed. Premiums and benefits ceded to other companies have been reported as a reduction of premium revenue and benefits expense. Amounts applicable to reinsurance ceded for reserves and unpaid claim liabilities have been reported as reductions of these items, and expense allowances received in connection with reinsurance ceded have been reflected in operations.

Data Processing Equipment

Electronic data processing equipment is carried at cost less accumulated depreciation. Depreciation for major classes of such assets is calculated on a straight-line basis over the estimated useful life of the asset.

F-17

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Participating Insurance

Participating business approximates less than 1.0% of the Company's ordinary life insurance in force and 0.8% of premium income. The amount of dividends to be paid to participating policyholders is determined annually by the Board of Directors. Amounts allocable to participating policyholders are based on published dividend projections or expected dividend scales.

Pension Plans

The Company provides noncontributory retirement plans for substantially all employees and certain agents. Pension costs are charged to operations as contributions are made to the plan. The Company also provides a contributory retirement plan for substantially all employees.

Nonadmitted Assets

Nonadmitted assets are summarized as follows:

	December 31
	2003	2002
	(In Thousands)
Deferred federal income taxes	$         231,293	$         188,721
Agents' debit balances	3,335	4,232
Furniture and equipment	1,555	2,217
Deferred and uncollected premium	872	2,801
Non-operating software asset in progress	11,582	14,187
Other	12,265	5,372
Total nonadmitted assets	$         260,902	$         217,530

Changes in nonadmitted assets are generally reported directly in surplus as an increase or decrease in nonadmitted assets. Certain changes are reported directly in surplus as a change in unrealized capital gains or losses.

Claims and Claims Adjustment Expenses

Claims expenses represent the estimated ultimate net cost of all reported and unreported claims incurred through December 31, 2003. The Company does not discount claims and claims adjustment expense reserves. Such estimates are based on actuarial projections applied to historical claim payment data. Such liabilities are considered to be reasonable and adequate to discharge the Company's obligations for claims incurred but unpaid as of December 31, 2003.

F-18

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Cash Flow Information

Cash and short-term investments include cash on hand, demand deposits and short-term fixed maturity instruments with a maturity of less than one year at date of acquisition.

Separate Accounts

More than half of the separate account assets and liabilities held by the Company represent funds held for the benefit of the Company's variable life and annuity policy and contract holders who bear all of the investment risk associated with the policies. Such policies are of a non-guaranteed nature. All net investment experience, positive or negative, is attributed to the policy and contract holders' account values. The assets of these accounts are carried at fair value.

Certain other separate accounts relate to experience-rated group annuity contracts that fund defined contribution pension plans. These contracts provide guaranteed interest returns for one year only, where the guaranteed interest rate is re-established each year based on the investment experience of the separate account. In no event can the interest rate be less than zero. The assets and liabilities of these separate accounts are carried at book value.

Reserves related to the Company's mortality risk associated with these policies are included in life and annuity reserves. The operations of the separate accounts are not included in the accompanying financial statements.

Reclassifications

Certain prior year amounts in the Company's statutory basis financial statements have been reclassified to conform to the 2003 financial statement presentation.

2.     Permitted Statutory Basis Accounting Practices

The financial statements of the Company are presented on the basis of accounting practices prescribed or permitted by the State of Colorado. The Colorado Division of Insurance recognizes only statutory accounting practices prescribed or permitted by the State of Colorado for determining and reporting the financial condition and results of operations of an insurance company and for determining its solvency under the Colorado Insurance Laws. The NAIC Accounting Practices and Procedures Manual has been adopted as a component of prescribed or permitted practices by the State of Colorado. The Commissioner of Insurance has the right to permit other specific practices that deviate from prescribed practices.

The Company is required to identify those significant accounting practices that are permitted, and obtain written approval of the practices from the Colorado Division of

F-19

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Insurance. As of December 31, 2003 and 2002, the Company had no such permitted accounting practices.

3.     Investments

The amortized cost and fair value of bonds and equity securities are as follows:

			Gross	Gross
		Amortized	Unrealized	Unrealized	Fair
		Cost	Gains	Losses	Value
		(In Thousands)
At December 31, 2003:
U.S. Treasury securities and
	obligations of U.S. government
	corporations and agencies	$           57,644	$             4,974	$                171	$           62,447
States, municipalities,
	and political subdivisions	4,334	173	-	4,507
Foreign government		216,521	25,015	1,302	240,234
Public utilities securities		1,002,225	57,149	3,739	1,055,635
Corporate securities		5,865,468	311,413	30,691	6,146,190
Mortgage-backed securities		3,848,729	65,627	60,488	3,853,868
Commercial mortgage-backed securities		199,516	9,520	2,711	206,325
Other asset-backed securities		813,888	7,433	39,932	781,389
Total fixed maturities		12,008,325	481,304	139,034	12,350,595
Preferred stocks		12,467	-	2,832	9,635
Common stocks		74,981	2,988	12	77,957
Total equity securities		87,448	2,988	2,844	87,592
Total		$    12,095,773	$         484,292	$         141,878	$    12,438,187
At December 31, 2002:
U.S. Treasury securities and
	obligations of U.S. government
	corporations and agencies	$         546,121	$             8,966	$                195	$         554,892
States, municipalities,
	and political subdivisions	19,823	293	-	20,116
Foreign government		623,583	35,806	14,017	645,372
Public utilities securities		526,221	22,868	4,875	544,214
Corporate securities		4,920,736	251,230	65,077	5,106,889
Mortgage-backed securities		3,792,945	137,393	68,814	3,861,524
Commercial mortgage-backed securities		142,215	11,515	2,837	150,893
Other asset-backed securities		864,431	10,074	59,909	814,596
Total fixed maturities		11,436,075	478,145	215,724	11,698,496
Preferred stocks		18,954	302	1,918	17,338
Common stocks		71,856	584	13	72,427
Total equity securities		90,810	886	1,931	89,765
Total		$    11,526,885	$         479,031	$         217,655	$    11,788,261

F-20

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Reconciliation of bonds from amortized cost to carrying value is as follows:

	December 31
	2003	2002
	(In Thousands)
Amortized cost	$    12,008,325	$    11,436,075
Less: nonadmitted bonds	(8,764)	(21,510)
Carrying value	$    11,999,561	$    11,414,565

As of December 31, 2003, the aggregate market value of debt securities with unrealized losses and the time period that cost exceeded fair value are as follows:

		More than 6
		months and less
	Less than 6	than 12 months	More than 12
	months below cost	below cost	months below cost	Total
(In Thousands)
Fair value	$            1,298,604	$            1,016,714	$               466,032	$            2,781,350
Unrealized loss	16,475	46,060	76,500	139,035

Of the unrealized losses more than 6 months and less than 12 months in duration of $46,060,000 there were $10,390,000 in unrealized losses that were primarily related to interest rate movement or spread widening for other than credit-related reasons. Business and operating fundamentals are performing as expected. The remaining unrealized losses of $35,670,000 as of December 31, 2003 included the following significant items:

$28,305,000 of unrealized losses related to mortgage-backed and structured securities reviewed for impairment under the guidance prescribed by SSAP No. 43 Loan-backed and Structured Securities. This category includes U.S. government-backed securities, principal protected securities and structured securities which did not have an adverse change in cash flows for which the fair value was $497,256,000.

$2,759,000 of unrealized losses related to the energy/utility industry, for which the fair value was $100,270,000. During 2003, the energy sector recovered due to a gradually improving economic picture. Current analysis indicates the debt will be serviced in accordance with the contractual terms.

$2,482,000 of unrealized losses related to non-domestic issues, with no unrealized loss exposure per country in excess of $873,000 for which the fair value was $50,047,000. Credit exposures are well diversified in these markets including banking, beverage, healthcare, and sovereign companies.

F-21

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

$1,306,000 of unrealized losses related to the telecommunications/cable/media industry, for which the fair value was $31,220,000. During 2003, the sector recovered somewhat due to a gradually improving economy. Credit exposure is primarily focused in what Company management believes to be the largest and most financially secure companies in the sector.

The remaining unrealized losses totaling $818,000 relate to a fair value of $6,638,000.

Of the unrealized losses more than 12 months in duration of $76,500,000, there were $3,017,000 in unrealized losses that were primarily related to interest rate movement or spread widening for other than credit-related reasons. Business and operating fundamentals are performing as expected. The remaining unrealized losses of $73,483,000 as of December 31, 2003 included the following significant items:

$63,195,000 of unrealized losses related to mortgage-backed and structured securities reviewed for impairment under the guidance prescribed by SSAP No. 43 Loan-backed and Structured Securities. This category includes U.S. government-backed securities, principal protected securities and structured securities which did not have an adverse change in cash flows for which the fair value was $242,380,000.

$4,633,000 of unrealized losses related to the airline industry, for which the fair value was $35,286,000. During 2003, the airline industry continued to suffer from decreased passenger volumes offset by a gradually improving economy. The majority of the airline investments are comprised of Enhanced Equipment Trust Certificates ("EETC"). Current analysis indicates the specific collateral backing EETC investments is predominantly represented by newer models that are expected to be retained as individual airlines reduce their fleets.

$1,823,000 of unrealized losses related to the energy/utility industry, for which the fair value was $20,862,000. During 2003, the energy sector recovered due to a gradually improving economic picture. Current analysis indicates the debt will be serviced in accordance with the contractual terms.

$2,444,000 of unrealized losses related to non-domestic issues, with no unrealized loss exposure per country in excess of $1,700,000 for which the fair value was $35,813,000. Credit exposures are well diversified in these markets, including banking and other asset-backed securities.

$1,143,000 of unrealized losses related to the telecommunications/cable/media industry, for which the fair value was $39,531,000. During 2003, the sector recovered somewhat due to a gradually improving economy. Credit exposure is primarily focused in what Company management believes to be the largest and most financially secure companies in the sector.

F-22

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The remaining unrealized losses totaling $245,000 relate to a fair value of $1,394,000.

The amortized cost and fair value of investments in bonds at December 31, 2003, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

		Amortized	Fair
		Cost	Value
		(In Thousands)
December 31, 2003
Maturity:
	Due in 1 year or less	$         418,595	$         425,646
	Due after 1 year through 5 years	2,811,537	2,968,703
	Due after 5 years through 10 years	2,349,746	2,468,666
	Due after 10 years	1,566,314	1,645,998
		7,146,192	7,509,013
Mortgage-backed securities		3,848,729	3,853,868
Commercial mortgage-backed securities		199,516	206,325
Other structured securities		813,888	781,389
Total		$    12,008,325	$    12,350,595

At December 31, 2003, investments in certificates of deposit and bonds, with an admitted asset value of $23,849,000, were on deposit with state insurance departments to satisfy regulatory requirements.

The Company had loaned securities, which are reflected as invested assets on the balance sheets with a market value of approximately $22,867,000 and $28,903,000, at December 31, 2003 and 2002, respectively.

Proceeds from sales of investments in bonds and other fixed maturity interest securities were $4,985,299,000 and $5,990,714,000 in 2003 and 2002, respectively. Gross gains of $84,185,000 and $139,524,000 and gross losses of $29,923,000 and $114,222,000 during 2003 and 2002, respectively, were realized on those sales. A portion of the gains and losses realized in 2003 and 2002 has been deferred to future periods in the IMR.

In the course of the Company's asset management, securities are sold and reacquired within 30 days of the sale date to enhance the Company's return on the investment portfolio or to manage interest rate risk.

F-23

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The table below summarizes the number of transactions, book value, and gain/loss of the Company's financial instruments with securities sold and reacquired within 30 days of the sale date:

			Cost of
	Number of		Securities
Bonds	Transactions	Book Value	Repurchased	Gain
NAIC 3	19	$          14,652,948	$          15,738,289	$               177,741
NAIC 4	5	3,726,012	3,250,881	52,369
NAIC 6	3	251,210	266,502	-

Major categories of net investment income are summarized as follows:

		Year ended December 31
		2003	2002
		(In Thousands)
Income:
	Equity securities-unaffiliated	$             8,330	$             4,666
	Bonds	674,425	753,050
	Mortgage loans	175,395	170,803
	Contract loans	71,453	72,183
	Real estate	4,661	4,950
	Derivative investments	(176,141)	(109,067)
	Other	7,080	12,633
Total investment income		765,203	909,218
Investment expenses		(57,464)	(50,763)
Net investment income		$         707,739	$         858,455

As part of its overall investment strategy, the Company has entered into agreements to purchase securities as follows:

	December 31
	2003	2002
	(In Thousands)
Investment purchase commitments	$         348,720	$         218,743

F-24

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The Company entered into reverse dollar repurchase transactions to increase its return on investments and improve liquidity. Reverse dollar repurchases involve a sale of securities and an agreement to repurchase substantially the same securities as those sold. The reverse dollar repurchases are accounted for as short-term collateralized financing and the repurchase obligation is reported in borrowed money. The repurchase obligation totaled $166,089,000 and $161,878,000 at December 31, 2003 and 2002, respectively. The securities underlying these agreements are mortgage-backed securities with a book value of $164,591,000 and $160,784,000 and fair value of $166,580,000 and $163,139,000 at December 31, 2003 and 2002, respectively. At December 31, 2003, the securities have a weighted average coupon rate of 5.8% and have maturities ranging from December 2018 through December 2033. The primary risk associated with short-term collateralized borrowings is that the counterparty may be unable to perf orm under the terms of the contract. The Company's exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments, which was not material at December 31, 2003. The Company believes that the counterparties to the reverse dollar repurchase agreements are financially responsible and that counterparty risk is minimal.

The Company participates in reverse repurchase transactions. Such transactions include the sale of corporate securities to a major securities dealer and a simultaneous agreement to repurchase the same security in the near term. The proceeds are invested in new securities of intermediate durations. The terms of the reverse repurchase agreements call for payment of interest at a rate of 1.07%. The agreements mature prior to the end of January 2004. As of December 31, 2003 and 2002, the amount outstanding on these agreements was $15,800,000. The securities underlying these agreements are mortgage-backed securities with a book value of $15,938,000 and $7,276,000 and fair value of $16,098,000 and $7,355,000 at December 31, 2003 and 2002, respectively. The securities have a weighted average coupon of 5.0% and have a maturity of December 2033.

The maximum and minimum lending rates for long-term mortgage loans during 2003 were 7.26% and 2.32%. Fire insurance is required on all properties covered by mortgage loans and must at least equal the excess of the loan over the maximum loan which would be permitted by law on the land without the buildings.

The maximum percentage of any loan to the value of collateral at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages, was 76.0% on commercial properties. As of December 31, 2003, the Company held no mortgages with interest more than 180 days overdue. Total interest due on mortgages is $57,000, and $251,000 as of December 31, 2003 and 2002, respectively.

F-25

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

4.     Derivative Financial Instruments Held for Purposes Other than Trading

The Company enters into derivatives such as swaps, caps, floors, and options to reduce and manage risks, which include the risk of a change in the value, yield, price, cash flows, exchange rates or quantity of, or a degree of exposure with respect to, assets, liabilities, or future cash flows which the Company has acquired or incurred. Hedge accounting practices are supported by cash flow matching, scenario testing and duration matching.

The Company uses interest rate swaps to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and liabilities. Interest rate swap agreements generally involve the exchange of fixed and floating interest payments over the life of the agreement without an exchange of the underlying principal amount. Currency swap agreements generally involve the exchange of local and foreign currency payments over the life of the agreements without an exchange of the underlying principal amount.

Interest rate cap and interest rate floor agreements owned entitle the Company to receive payments to the extent reference interest rates exceed or fall below strike levels in the contracts based on the notional amounts.

Premiums paid for the purchase of interest rate contracts are included in other invested assets on the balance sheets and are being amortized to interest expense over the remaining terms of the contracts or in a manner consistent with the financial instruments being hedged.

Amounts paid or received, if any, from such contracts are included in interest expense or income on the statements of operations. Accrued amounts payable to or receivable from counterparties are included in other liabilities or other invested assets.

Gains or losses realized as a result of early terminations of interest rate contracts are amortized to investment income over the remaining term of the items being hedged to the extent the hedge is considered to be effective; otherwise, they are recognized upon termination. Changes in the fair value of effective hedge derivatives are recorded as investment income. Changes in the fair value of ineffective hedge derivatives are recorded as unrealized gains and losses in surplus. The Company manages the potential credit exposure from interest rate contracts through careful evaluation of the counterparties' credit standing, collateral agreements, and master netting agreements.

Interest rate contracts that are matched or otherwise designated to be associated with other financial instruments are recorded at fair value if the related financial instruments mature, are sold, or are otherwise terminated or if the interest rate contracts cease to be effective hedges. Changes in the fair value of derivatives are recorded as unrealized gains and losses. The Company manages the potential credit exposure from interest rate contracts through careful evaluation of the counterparties' credit standing, collateral agreements, and master netting agreements.

F-26

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The Company is exposed to credit loss in the event of nonperformance by counterparties on interest rate contracts; however, the Company does not anticipate nonperformance by any of these counterparties. The amount of such exposure is generally the unrealized gains in such contracts.

The table below summarizes the Company's interest rate contracts included in other invested assets at December 31, 2003 and 2002:

	Notional	Carrying	Fair
	Amount	Value	Value
	(In Thousands)
December 31, 2003
Swaps	$      9,977,615	$             5,533	$        (233,030)
Caps owned	525,151	4,498	747
Total derivatives	$    10,502,766	$           10,031	$        (232,283)
December 31, 2002
Swaps	$    10,995,346	$           15,626	$        (272,911)
Caps owned	672,372	7,313	1,920
Total derivatives	$    11,667,718	$           22,939	$        (270,991)

5.     Concentrations of Credit Risk

The Company held less-than-investment-grade corporate bonds with an aggregate book value of $773,297,000 and $679,704,000 and an aggregate market value of $800,996,000 and $633,205,000 at December 31, 2003 and 2002, respectively. Those holdings amounted to 6.4% of the Company's investments in bonds and 4.5% of total admitted assets at December 31, 2003. The holdings of less-than-investment-grade bonds are widely diversified and of satisfactory quality based on the Company's investment policies and credit standards.

The Company held unrated bonds of $252,037,000 and $208,820,000 with an aggregate NAIC market value of $255,766,000 and $209,386,000 at December 31, 2003 and 2002, respectively. The carrying value of these holdings amounted to 2.1% of the Company's investment in bonds and 1.5% of the Company's total admitted assets at December 31, 2003.

At December 31, 2003, the Company's commercial mortgages involved a concentration of properties located in California (17.0%) and Florida (9.5%). The remaining commercial mortgages relate to properties located in 41 other states. The portfolio is well diversified, covering many different types of income-producing properties on which the Company has first mortgage liens. The maximum mortgage outstanding on any individual property is $51,425,000.

F-27

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

6.     Annuity Reserves

At December 31, 2003 and 2002, the Company's annuity reserves, including those held in separate accounts and deposit fund liabilities that are subject to discretionary withdrawal (with adjustment), subject to discretionary withdrawal without adjustment, and not subject to discretionary withdrawal provisions are summarized as follows:

		Amount	Percent
		(In Thousands)
December 31, 2003
Subject to discretionary withdrawal (with adjustment):
	With market value adjustment	$        2,954,534	28.7	%
	At book value less surrender charge	31,416	0.3
Subtotal		2,985,950	29.0
Subject to discretionary withdrawal (without adjustment):
	At book value with minimal or no charge or adjustment	264,407	2.6
Not subject to discretionary withdrawal		7,039,545	68.4
Total annuity reserves and deposit fund liabilities
	before reinsurance	10,289,902	100.0	%
Less reinsurance ceded		-
Net annuity reserves and deposit fund liabilities		$      10,289,902
December 31, 2002
Subject to discretionary withdrawal (with adjustment):
	With market value adjustment	$        4,035,938	39.9	%
	At book value less surrender charge	34,035	0.4
Subtotal		4,069,973	40.3
Subject to discretionary withdrawal (without adjustment):
	At book value with minimal or no charge or adjustment	266,917	2.6
Not subject to discretionary withdrawal		5,774,312	57.1
Total annuity reserves and deposit fund liabilities
	before reinsurance	10,111,202	100.0	%
Less reinsurance ceded		-
Net annuity reserves and deposit fund liabilities		$      10,111,202

The amount of insurance in force for which the gross premiums are less than the net premiums, according to the standard of valuation required by the Colorado Division of Insurance, is $426,738,180,000 at December 31, 2003. The amount of premium deficiency reserves for policies on which gross premiums are less than the net premiums is $687,716,000 at December 31, 2003. The Company anticipates investment income as a factor in the premium deficiency calculation, in accordance with Statement of Statutory Accounting Principles ("SSAP") No. 54, Individual and Group Accident and Health Contracts.

F-28

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

7.     Employee Benefit Plans

Pension Plan and Postretirement Benefits

The Company sponsors non-contributory defined benefit pension plans covering United States employees.

The Company also provides certain health care and life insurance benefits for retired employees.

A summary of assets, obligations and assumptions of the pension and other postretirement benefits plans are as follows:

	Pension Benefits		Other Benefits
	2003	2002	2003	2002
	(In Thousands)
Change in benefit obligation
Benefit obligation at beginning of year	$     11,433	$     14,880	$       5,658	$       5,742
Service cost	-	26	430	445
Interest cost	752	1,098	359	451
Contribution by plan participants	-	-	1,442	265
Actuarial (loss) gain	(1,002)	(3,880)	926	844
Benefits paid	(1,024)	(691)	(1,878)	(597)
Plan amendments	-	-	-	(1,492)
Benefit obligation at end of year	$     10,159	$     11,433	$       6,937	$       5,658
Change in plan assets
Fair value of plan assets at beginning of year	$              -	$              -	$              -	$              -
Actual return on plan assets	-	-	-	-
Employer contribution	1,024	691	436	332
Plan particpants' contributions	-	-	1,442	265
Benefits paid	(1,024)	(691)	(1,878)	(597)
Fair value of plan assets at end of year	$              -	$              -	$              -	$              -

F-29

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

		Pension Benefits		Other Benefits
		2003	2002	2003	2002
		(In Thousands)
Funded status		$   (10,159)	$   (11,433)	$     (6,937)	$     (5,658)
Unamortizated prior service credit		(402)	(438)	(1,971)	(2,094)
Unrecognized net gain/(loss)		(3,667)	(2,872)	27	(963)
Remaining net obligation		10,959	11,603	-	-
Net amount recorded		$     (3,269)	$     (3,140)	$     (8,881)	$     (8,715)
Components of net periodic benefit cost
Service cost		$              -	$            26	$          430	$          445
Interest cost		752	1,098	359	451
Amortization of unrecognized transition
	obligation or transition asset	645	645	-	490
Amount of recognized gains and losses		(208)	-	(64)	(150)
Amount of prior service cost recognized		(36)	(35)	(123)	483
Total net periodic benefit cost		$       1,153	$       1,734	$          602	$       1,719

In addition, the Company has pension benefit obligation and other benefit obligation for non-vested employees as of December 31, 2003 and 2002 in the amount of $59,000 and $219,000 and $3,376,000 and $2,956,000, respectively.

Assumptions used in determining the accounting for the supplemental employees retirement plan and other post-retirement benefit plans as of December 31, 2003 and 2002 were as follows:

	2003		2002
Weighted-average discount rate	6.25	%	6.75	%
Rate of increase in compensation level	3.75	%	3.75	%
Expected long-term rate of return on assets	8.75	%	9.00	%

F-30

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The annual assumed rate of increase in the per capita cost of covered benefits (i.e. health care cost trend rate) for the medical plan is 10%, graded to 5% thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation for the medical plan as of December 31, 2003 by $88,000. Decreasing the assumed health care cost trend rates by one percentage point in each year would decrease the accumulated postretirement benefit obligation for the medical plan as of December 31, 2003 by $85,000.

401(k) Plan

The ING Savings Plan is a defined contribution plan, which is available to substantially all employees. Participants may make contributions to the plan through salary reductions up to a maximum of $12,000 for 2003 and $11,000 for 2002. Such contributions are not currently taxable to the participants. The Company matches up to 6% of pre-tax eligible pay at 100%. Company matching contributions were $1,893,000 and $1,807,000 for 2003 and 2002, respectively.

8.     Separate Accounts

Separate account assets and liabilities represent funds segregated by the Company for the benefit of certain policy and contract holders who bear the investment risk. Revenues and expenses on the separate account assets and related liabilities equal the benefits paid to the separate account policy and contract holders.

Premiums, deposits, and other considerations received for the years ended December 31, 2003 and 2002 were $161,513,000 and $213,479,000, respectively. In addition, $0 and $750,860,000 in deposit type contracts were received in 2003 and 2002, respectively.

F-31

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The general nature and characteristics of the separate accounts business follows:

				Non-Indexed	Non-
				Guarantee	Guaranteed
				Less than/	Separate
				equal to 4%	Accounts	Total
				(In Thousands)
December 31, 2003
Premium, consideration or deposits for the year				$                 -	$     161,513	$     161,513
Reserves for separate accounts with assets at:
	Fair value			$                 -	$     960,041	$     960,041
	Amortized cost			750,901	-	750,901
Total reserves				$     750,901	$     960,041	$  1,710,942
Reserves for separate accounts by
	withdrawal characteristics:
	Subject to descretionary withdrawal:
		With market value adjustment		$                 -	$                 -	$                 -
		At book value without market value adjustment
			and with current surrender charge of 5% or more	-	449,685	449,685
		At market value		-	-	-
		At book value without market value adjustment
			and with current surrender charge less than 5%	-	510,356	510,356
	Subtotal			-	960,041	960,041
	Not subject to discretionary withdrawal			750,901	-	750,901
Total separate account aggregate reserves				$     750,901	$     960,041	$  1,710,942
December 31, 2002
Premium, consideration or deposits for the year				$                 -	$     213,479	$     213,479
Reserves for separate accounts with assets at:
	Fair value			$                 -	$     699,743	$ 699,743
	Amortized cost			750,860	-	750,860
Total reserves				$     750,860	$     699,743	$  1,450,603
Reserves for separate accounts by
	withdrawal characteristics:
	Subject to descretionary withdrawal:
		With market value adjustment		$                 -	$                 -	$                 -
		At book value without market value adjustment
			and with current surrender charge of 5% or more	-	363,187	363,187
		At market value		-	-	-
		At book value without market value adjustment
			and with current surrender charge less than 5%	-	336,195	336,195
	Subtotal			-	699,382	699,382
	Not subject to discretionary withdrawal			750,860	361	751,221
Total separate account aggregate reserves				$     750,860	$     699,743	$  1,450,603

F-32

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

A reconciliation of the amounts transferred to and from the separate accounts is presented below:

			December 31
			2003	2002
			(In Thousands)
Transfers as reported in the Summary of Operations
	of the Separate Accounts Statement:
		Transfers to separate accounts	$         161,513	$        234,907
		Transfers from separate accounts	(111,768)	(174,584)
Net transfers to separate accounts			49,745	60,323
Reconciling adjustments:
	Miscellaneous transfers		-	502
Transfers as reported in the Statement of Operations			$           49,745	$          60,825

9.     Reinsurance

The Company is involved in both ceded and assumed reinsurance with other companies for the purpose of diversifying risk and limiting exposure on larger risks. To the extent that the assuming companies become unable to meet their obligations under these treaties, the Company remains contingently liable to its policyholders for the portion reinsured. To minimize its exposure to significant losses from retrocessionaire insolvencies, the Company evaluates the financial condition of the retrocessionaire and monitors concentrations of credit risk.

Assumed premiums amounted to $1,008,909,000 and $895,515,000 for the years ended December 31, 2003 and 2002, respectively.

The Company's ceded reinsurance arrangements reduced certain items in the accompanying financial statements by the following amounts:

	December 31
	2003	2002
	(In Thousands)
Premiums	$      1,136,439	$         392,723
Benefits paid or provided	373,139	216,044
Policy and contract liabilities at year end	2,140,008	2,623,310

During 2003 and 2002, the Company had ceded blocks of insurance under reinsurance treaties to provide funds for financing and other purposes. These reinsurance transactions, generally known as "financial reinsurance," represent financing arrangements. Financial reinsurance has the effect of increasing current statutory surplus while reducing future statutory surplus as the reinsurers recapture amounts.

F-33

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

10.   Federal Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return with its parent, ING AIH, and other U.S. affiliates and subsidiaries. The method of tax allocation is governed by a written tax sharing agreement. The tax sharing agreement provides that each member of the consolidated return shall reimburse ING AIH for its respective share of the consolidated federal income tax liability and shall receive a benefit for its losses at the statutory rate.

The components of the net deferred tax asset (liability) are as follows:

	December 31
	2003	2002
	(In Thousands)
Total deferred tax assets	$           325,643	$           260,262
Total deferred tax liabilities	(27,691)	(14,556)
Net deferred tax assets	297,952	245,706
Deferred tax asset nonadmitted	(231,293)	(188,721)
Net admitted deferred tax asset	$             66,659	$             56,985
(Increase) decrease in nonadmitted asset	$           (42,572)	$             15,311

Current income taxes incurred consisted of the following major components:

	Year ended December 31
	2003	2002
	(In Thousands)
Federal taxes on operations	$         103,127	$           88,773
Federal taxes on capital gains	14,400	11,366
Total current taxes incurred	$         117,527	$         100,139

F-34

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The main components of deferred tax assets and deferred tax liabilities are as follows:

		December 31
		2003	2002
		(In Thousands)
Deferred tax assets resulting from book/tax differences in:
	Deferred acquisition costs	$         128,958	$         100,924
	Insurance reserves	73,157	37,406
	Investments	65,107	58,691
	Compensation and employee benefits	22,431	18,045
	Due and deferred premium	13,343	11,964
	Nonadmitted assets	7,659	9,284
	Unrealized loss on investments	3,060	6,607
	Litigation accruals	5,934	6,330
	Depreciable assets	4,737	5,861
	Other	1,257	5,150
Total deferred tax assets		325,643	260,262
Deferred tax assets nonadmitted		(231,293)	(188,721)
Admitted deferred tax assets		94,350	71,541
Deferred tax liabilities resulting from book/tax differences in:
	Investments	5,184	10,959
	Due and deferred premiums	21,789	-
	Other	717	3,597
Total deferred tax liabilities		27,690	14,556
Net admitted deferred tax asset		$           66,660	$           56,985

The change in net deferred income taxes is comprised of the following:

		December 31
		2003	2002	Change
		(In Thousands)
Total deferred tax assets		$       325,643	$       260,262	$         65,381
Total deferred tax liabilities		27,691	14,556	13,135
Net deferred tax asset		$       297,952	$       245,706	52,246
Remove current year change in unrealized gains				4,848
Change in net deferred income tax				57,094
Remove other items in surplus:
	Current year change in non-admitted assets			1,670
	Other			(1,346)
Change in deferred taxes for rate reconciliation				$         57,418

F-35

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The provision for federal income taxes expense and change in deferred taxes differs from the amount from that which would be obtained by applying the statutory federal income tax rate to income (including capital items) before income taxes for the following reasons:

	Year Ended
	December 31,
	2003
	(In Thousands)
Ordinary income	$                   5,943
Capital losses	(30,493)
Total pre-tax book loss	$               (24,550)
Provision computed at statutory rate	$                 (8,592)
Refinement of deferred tax balances	15,221
Interest maintenance reserve	5,840
Dividend received deduction	(1,299)
Amortization of reinsurance gain	48,834
Other	105
Total	$                 60,109
Federal income taxes incurred	$               117,526
Change in net deferred income taxes	(57,418)
Total statutory income taxes	$                 60,108

The amount of federal income taxes incurred that will be available for recoupment in the event of future net losses is $99,153,372 and $113,183,297 from 2003 and 2002, respectively.

Under the inter-company tax sharing agreement, the Company has a receivable from ING AIH of $21,850,000 and $9,951,000 for federal income taxes as of December 31, 2003 and 2002, respectively.

F-36

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Prior to 1984, the Company was allowed certain special deductions for federal income tax reporting purposes that were required to be accumulated in a "policyholders' surplus account" ("PSA"). In the event those amounts are distributed to shareholders, or the balance of the account exceeds certain limitations prescribed by the Internal Revenue Code, the excess amounts would be subject to income tax at current rates. Income taxes also would be payable at current rates if the Company ceases to qualify as a life insurance company for tax reporting purposes, or if the income tax deferral status of the PSA is modified by future tax legislation. Management does not intend to take any actions nor does management expect any events to occur that would cause income taxes to become payable on the PSA balance. Accordingly, the Company has not accrued income taxes on the PSA balance of $60,490,000 at December 31, 2003. However, if such taxes were assessed, the amount of the taxes payable would be $21,17 1,000. No deferred tax liabilities are recognized related to the PSA.

11.   Investment in and Advances to Subsidiaries

The Company has one wholly owned insurance subsidiary at December 31, 2003, Midwestern United Life Insurance Company ("Midwestern United"). The Company also has two wholly owned noninsurance subsidiaries, First Secured Mortgage Deposit Corporation and ING America Equities, Inc ("IAE").

IAE is a wholesale broker/dealer whose business activities consist only of the distribution of variable life and annuity contracts. IAE does not hold customer funds or securities.

Amounts invested in and advanced to the Company's subsidiaries are summarized as follows:

	December 31
	2003	2002
	(In Thousands)
Common stock (cost-$40,746 in 2003 and $40,756 in 2002)	$           76,187	$           73,186

Summarized financial information for these subsidiaries is as follows:

	December 31
	2003	2002
	(In Thousands)
Revenues	$           56,962	$           69,254
Income before net realized gains on investments	2,884	18,896
Net income	3,267	13,640
Admitted assets	258,403	255,957
Liabilities	182,216	182,771

Midwestern United paid no common stock dividend to the Company in 2003 and paid a dividend of $1,159,000 in 2002.

F-37

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

12.   Capital and Surplus

Under Colorado insurance regulations, the Company is required to maintain a minimum total capital and surplus of $1,500,000. Additionally, the amount of dividends which can be paid by the Company to its shareholder without prior approval of the Colorado Division of Insurance is limited to the greater of the net gain from operations or 10% of surplus at December 31 of the preceding year.

Life and health insurance companies are subject to certain Risk-Based Capital ("RBC") requirements as specified by the NAIC. Under those requirements, the amount of capital and surplus maintained by a life and health insurance company is to be determined based on the various risk factors related to it. At December 31, 2003, the Company meets the RBC requirements.

The Company has two surplus notes to a related party for $65,032,000 and $100,000,000, which represent the cumulative cash draws on two $100,000,000 commitments issued by ING AIH through December 31, 2003, less principal payments. The surplus notes bear interest at a variable rate equal to the prevailing rate for 10-year U.S. Treasury bonds plus 1/4%, adjusted annually. The principal sum plus accrued interest shall be repaid in five annual installments beginning April 15, 2017 and continuing through April 15, 2021 ("Repayment Period"). The repayment amount shall be determined and adjusted annually on the last day of December, commencing December 31, 2016, and shall be an amount calculated to amortize any unpaid principal plus accrued interest over the years remaining in the Repayment Period. In the event that the Commissioner of Insurance of the State of Colorado does not grant approval for repayment, any unpaid annual installments shall be considered unpaid principal plus accrued int erest for purposes of calculating subsequent annual installments. Repayment of principal and payment of interest shall be subordinated to the prior payment of, or provision for, all liabilities of the Company, but shall rank superior to the claim, interest and equity of the shares held by the shareholder of the Company. Such subordination shall be equally applicable in the case of any merger, consolidations, liquidation, rehabilitations, reorganization, dissolution, sale or other disposal of all, or substantially all, of a Company's assets, including the assumption, whether by reinsurance or otherwise, of the major portion of the Company's in force business pursuant to the reinsurance agreement or agreements approved by the Commissioner of Insurance of the State of Colorado.

The repayment of these notes are payable only out of surplus funds of the Company and only at such time as the surplus of the Company, after payment is made, does not fall below the prescribed level. There were no principal or interest payments in 2003 or 2002.

F-38

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

13.   Fair Values of Financial Instruments

In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the financial instrument. Accordingly, the aggregate fair value amounts presented herein do not represent the underlying value of the Company.

Life insurance liabilities that contain mortality risk and all nonfinancial instruments have been excluded from the disclosure requirements. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company's overall management of interest rate risk, such that the Company's exposure to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts.

The carrying amounts and fair values of the Company's financial instruments are summarized as follows:

		December 31
		2003		2002
		Carrying	Fair	Carrying	Fair
		Amount	Value	Amount	Value
		(In Thousands)
Assets:
	Bonds	$    11,999,561	$    12,350,595	$    11,414,565	$    11,698,496
	Preferred stocks	12,418	9,635	18,915	17,338
	Unaffiliated common stocks	77,957	77,957	72,427	72,427
	Mortgage loans	2,856,476	3,046,538	2,776,223	3,012,179
	Contract loans	1,092,751	1,092,751	1,073,803	1,073,804
	Derivative securities	10,031	(232,283)	22,939	(270,991)
	Short-term investments	278,270	278,270	234,588	234,588
	Cash	129,942	129,942	55,492	55,492
	Investment in surplus notes	35,000	45,677	35,000	51,784
	Indebtedness from related parties	14	14	8,420	8,420
	Separate account assets	1,730,272	1,730,272	1,526,548	1,526,548
	Receivable for securities	45,452	45,452	45,764	45,764
Liabilities:
	Individual and group annuities	2,174,633	2,255,688	2,612,948	2,596,131
	Deposit type contract	7,330,821	8,096,950	6,710,709	6,705,823
	Policyholder funds	6,493	6,493	7,302	7,302
	Indebtedness to related parties	40,051	40,051	1,802	1,802
	Separate account liabilities	1,711,770	1,711,770	1,512,075	1,512,075
	Payable for securities	65,097	65,097	2,522	2,522

F-39

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

The following methods and assumptions were used by the Company in estimating the fair value disclosures for financial instruments in the accompanying financial statements and notes thereto:

Cash and short-term investments: The carrying amounts reported in the accompanying balance sheets for these financial instruments approximate their fair values.

Fixed maturities and equity securities: The fair values for bonds, preferred stocks and common stocks reported herein are based on quoted market prices, where available. For securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, collateralized mortgage obligations and other mortgage derivative investments, are estimated by discounting the expected future cash flows. The discount rates used vary as a function of factors such as yield, credit quality, and maturity, which fall within a range between 2% and 12% over the total portfolio. Fair values determined on this basis can differ from values published by the SVO. Fair value as determined by the SVO as of December 31, 2003 and 2002 is $12,210,917,000 and $11,605,230,000, respectively.

Mortgage loans: Estimated fair values for commercial real estate loans were generated using a discounted cash flow approach. Loans in good standing are discounted using interest rates determined by U.S. Treasury yields on December 31 and spreads applied on new loans with similar characteristics. The amortizing features of all loans are incorporated in the valuation. Where data on option features is available, option values are determined using a binomial valuation method, and are incorporated into the mortgage valuation. Restructured loans are valued in the same manner; however, these loans were discounted at a greater spread to reflect increased risk. All residential loans are valued at their outstanding principal balances, which approximate their fair values.

Derivative financial instruments: Fair values for on-balance-sheet derivative financial instruments (caps and floors) and off-balance-sheet derivative financial instruments (swaps) are based on broker/dealer valuations or on internal discounted cash flow pricing models, taking into account current cash flow assumptions and the counterparties' credit standing.

Investment in surplus notes: Estimated fair values in surplus notes were generated using a discounted cash flow approach. Cash flows were discounted using interest rates determined by U.S. Treasury yields on December 31 and spreads applied on surplus notes with similar characteristics.

Guaranteed investment contracts: The fair values of the Company's guaranteed investment contracts are estimated using discounted cash flow calculations, based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued.

F-40

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Off-balance-sheet instruments: The Company accepted additional deposits on existing synthetic guaranteed investment contracts in the amounts of $283,806,000 and $233,300,000 in 2003 and 2002, respectively, from trustees of 401(k) plans. Pursuant to the terms of these contracts, the trustees own and retain the assets related to these December 31, 2003 contracts. Such assets had a book value of $1,086,097,000 and $1,008,456,000 at December 31, 2003 and 2002, respectively. Under synthetic guaranteed investment contracts, the synthetic issuer may assume interest rate risk on individual plan participant initiated withdrawals from stable value options of 401(k) plans. Approximately 100% of the synthetic guaranteed investment contract book values are on a participating basis and have a credited interest rate reset mechanism, which passes such interest rate risk to plan participants.

Other investment-type insurance contracts: The fair values of the Company's deferred annuity contracts are estimated based on the cash surrender values. The carrying values of other policyholder liabilities, including immediate annuities, dividend accumulations, supplementary contracts without life contingencies, and premium deposits, approximate their fair values.

The carrying value of all other financial instruments approximates their fair value.

14.   Commitments and Contingencies

The Company is a party to threatened or pending lawsuits arising from the normal conduct of business. Due to the climate in insurance and business litigation, suits against the Company sometimes include claims for substantial compensatory, consequential or punitive damages and other types of relief. Moreover, certain claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it is not possible to forecast the outcome of pending lawsuits, in light of existing insurance, reinsurance and established reserves, it is the opinion of management that the disposition of such lawsuits will not have a materially adverse effect on the Company's operations or financial position.

The Company guarantees certain contractual policy obligations of its subsidiary, Midwestern United. In the unlikely event that Midwestern United was unable to fulfill its obligations to policyholders, the Company would be obligated to assume the guaranteed policy obligations, but any ultimate contingent losses in connection with such guarantees will not have a material adverse impact on the Company's future operations or financial position.

The Company is a member of the Federal Home Loan Bank of Topeka ("FHLB"). As a member of the FHLB, the Company has issued non-putable funding agreements with the FHLB. Assets with a book value of $1,711,488,000 collateralize these agreements. The reserves on these agreements were $1,460,459,000 at December 31, 2003.

F-41

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Guarantee Agreement

The Company, effective January 2002, entered into a Guarantee Agreement with two other ING Affiliates whereby it is jointly and severally liable for $250,000,000 obligation of another ING affiliate, Security Life of Denver International Limited ("SLDI"). The Company's Board of Directors approved this transaction on April 25, 2002. The three affiliated life insurers were ReliaStar Life Insurance Company, Security-Connecticut (subsequently merged into ReliaStar Life Insurance Company, on October 1, 2003) and the Company. The joint and several guarantees of the two insurers are capped at $250,000,000. The States of Colorado and Minnesota did not disapprove the guarantee.

Assets and liabilities, and the related revenues and expenses recorded as a result of transactions and agreements with affiliates may not be the same as those recorded if the Company was not a wholly-owned subsidiary of its parent.

Leases and Other Commitments

The Company leases office space under various non-cancelable operating lease agreements that expire July 2009. During the years ended December 31, 2003 and 2002, rent expense totaled $1,817,000 and $1,082,000, respectively. At December 31, 2003, the minimum aggregate rental commitments for the upcoming five years are: 2004 - $583,000; 2005 - $406,000; 2006 - $206,000; 2007 - $110,000; 2008 - $9,000.

Certain rental commitments have renewal options extending through the year 2009 subject to adjustments in the future periods. The Company is not involved in any material sale-leaseback transactions.

At December 2003, the Company had committed to provide additional capital contributions of $20,231,000 in partnerships reported in other invested assets on the balance sheets.

Other Matters

Like many financial services companies, certain U.S. affiliates of ING Groep N.V. ("ING"), the Company's ultimate parent, have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING has cooperated fully with each request.

F-42

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

In addition to responding to regulatory requests, ING management initiated an internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review has been to identify whether there have been any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. This internal review is being conducted by independent special counsel and auditors. Additionally, ING reviewed its controls and procedures in a continuing effort to deter improper frequent trading in ING products. ING's internal reviews related to mutual fund trading are continuing.

The internal review has identified several arrangements allowing third parties to engage in frequent trading of mutual funds within the Company's variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat market timing. Most of the identified arrangements were initiated prior to ING's acquisition of the businesses in question. In each arrangement identified, ING has terminated the inappropriate trading, taken steps to discipline or terminate employees who were involved, and modified policies and procedures to deter inappropriate activity. While the review is not completed, management believes the activity identified does not represent a systemic problem in the businesses involved.

These instances included agreements (initiated in 1998) that permitted one variable life insurance customer of ReliaStar Life Insurance Company ("ReliaStar"), an affiliate of the Company, to engage in frequent trading, and to submit orders until 4pm Central Time, instead of 4pm Eastern Time. ReliaStar was acquired by ING in 2000. The late trading arrangement was immediately terminated when current senior management became aware of it in 2002. ING believes that no profits were realized by the customer from the late trading aspect of the arrangement.

In addition, the review has identified five arrangements that allowed frequent trading of funds within variable insurance products issued by ReliaStar and by ING USA Annuity & Life Insurance Company, an affiliate of the Company, and in certain ING Funds. ING entities did not receive special benefits in return for any of these arrangements, which have all been terminated. The internal review also identified two investment professionals who engaged in improper frequent trading in ING Funds.

ING will reimburse any ING Fund or its shareholders affected by inappropriate trading for any profits that accrued to any person who engaged in improper frequent trading for which ING is responsible. Management believes that the total amount of such reimbursements will not be material to ING or its U.S. business.

F-43

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

15.   Financing Agreements

The Company maintains a revolving loan agreement with SunTrust Bank, Atlanta (the "Bank"). Under this agreement, which expires July 30, 2004, the Company can borrow up to $125,000,000 from the Bank. Interest on any borrowing accrues at an annual rate equal to: (1) the cost of funds for the Bank for the period applicable for the advance plus 0.225% or (2) a rate quoted by the Bank to the Company for the borrowing. Under this agreement, the Company incurred interest expense of $7,000 and $71,000 for the years ended December 31, 2003 and 2002, respectively. Additionally, there were no amounts payable to the Bank at December 31, 2003 or 2002.

The Company also maintains a revolving loan agreement with Bank of New York, New York ("BONY"). Under this agreement, the Company can borrow up to $100,000,000 from BONY. Interest on any of the Company borrowing accrues at an annual rate equal to: (1) the cost of funds for BONY for the period applicable for the advance plus 0.35% or (2) a rate quoted by BONY to the Company for the borrowing. Under this agreement, the Company incurred interest expense of $10,000 and $25,000 for the years ended December 31, 2003 and 2002, respectively. Additionally, there were no amounts payable to BONY at December 31, 2003 or 2002.

The Company borrowed $3,854,865,000 and repaid $3,768,515,000 in 2003 and borrowed $6,638,185,000 and repaid $6,638,185,000 in 2002. These borrowings were on a short-term basis, at an interest rate that approximated current money market rates and excludes borrowings from reverse dollar repurchase transactions. Interest paid on borrowed money was $530,000 and $1,161,000, during 2003 and 2002, respectively.

16.   Related Party Transactions

Affiliates

Management and service contracts and all cost sharing arrangements with other affiliated ING United States Life Insurance Companies are allocated among companies in accordance with normal, generally accepted expense and cost allocation methods.

Investment Management: The Company has entered into an asset management agreement and an administrative services agreement with ING Investment Management, LLC ("IIM") under which IIM provides the Company with investment management and asset/liability management services. Total fees under the agreement were approximately $47,025,000 and $37,147,000 for the years ended December 31, 2003 and 2002, respectively.

F-44

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Inter-insurer Services Agreement: The Company has entered into a services agreement with certain of its affiliated insurance companies in the United States ("affiliated insurers") whereby the affiliated insurers provide certain administrative, management, professional, advisory, consulting and other services to each other. Net amount paid under these agreements was $49,500,000 and $55,054,000 for the years ended December 31, 2003 and 2002, respectively.

Reciprocal Loan Agreement: The Company has entered into a reciprocal loan agreement with ING AIH to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Under this agreement, which expires July 1, 2011, the Company and ING AIH can borrow up to $538,400,000 from one another. Interest on any of the Company's borrowing is charged at the rate of ING AIH cost of funds for the interest period plus 0.15%. Interest on any ING AIH borrowings is charged at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration. Under this agreement, the Company incurred interest expense of $512,000 and interest income of $2,818,000 for the year ended December 31, 2003. At December 31, 2003, the Company had $86,350,000 payable to ING AIH and $106,700,000 receivable from ING AIH. The payable balance is included in borrowed money on the accompanying balance sheets, while the receivable is recorded in cash and short-ter m investments.

Tax Sharing Agreements: The Company has entered into federal tax sharing agreements with members of an affiliated group as defined in Section 1504 of the Internal Revenue Code of 1986, as amended. The agreement provides for the manner of calculation and the amounts/timing of the payments between the parties as well as other related matters in connection with the filing of consolidated federal income tax returns. The Company has also entered into a state tax sharing agreement with ING AIH and each of the specific subsidiaries that are parties to the agreement. The state tax agreement applies to situations in which ING AIH and all or some of the subsidiaries join in the filing of a state or local franchise, income tax or other tax return on a consolidated, combined or unitary basis.

Service Agreement with ING Financial Advisors, LLC: The Company has entered into a services agreement with ING Financial Advisors, LLC ("ING FA") to provide certain administrative, management, professional advisory, consulting and other services to the Company for the benefit of its customers. Charges for these services are to be determined in accordance with fair and reasonable standards with neither party realizing a profit nor incurring a loss as a result of the services provided to the Company.

Global Medium Term Note Program: In December 2002, the Company established a Global Medium Term Note program secured by funding agreements issued by the Company. The notes, which are offered by ING Security Life Institutional Funding, a special purpose statutory trust, are offered only to U.S. qualified institutional buyers pursuant to Rule 144A of the Securities Act or to foreign buyers pursuant to Regulation S of the Securities Act. During 2003, the program issued notes with an aggregate outstanding principal balance of $1.9 billion as of December 31, 2003.

F-45

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

Assets and liabilities, along with related revenues and expenses recorded as a result of transactions and agreements with affiliates, may not be the same as those recorded if the Company was not a wholly-owned subsidiary of its parent.

17.   Guaranty Fund Assessments

Insurance companies are assessed the costs of funding the insolvencies of other insurance companies by the various state guaranty associations, generally based on the amount of premium companies collect in that state.

The Company accrues the cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life and Health Insurance Guaranty Associations and the amount of premiums written in each state. The Company has estimated this liability to be $1,986,000 and $2,305,000 as of December 31, 2003 and 2002, respectively, and has recorded a liability. The Company has also recorded an asset of $141,000 and $3,035,000 as of December 31, 2003 and 2002, respectively, for future credits to premium taxes for assessments already paid.

F-46

;333-117328 September 2004 ;

Part C
OTHER INFORMATION
Item 26		Exhibits
(a)	(1)	Resolution of the Executive Committee of the Board of Directors of Security Life of Denver Insurance Company ("Security Life of Denver") authorizing the establishment of the Registrant. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
(b)	Not Applicable.
(c)	(1)	Security Life of Denver Distribution Agreement. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(2)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on May 10, 1999; File No. 333-72753.)
	(3)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to the Post-Effective Amendment No. 10 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 23, 1999; File No. 33-74190.)
	(4)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(5)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to the Post-Effective Amendment No. 14 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 33-74190.)
	(6)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(7)	First Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(8)	Specimen Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Compensation Schedule. (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on March 2, 1998; File No. 33-74190.)
	(9)	Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Paine Webber Incorporated. (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 30, 1997; File No. 33-88148.)
	(10)	Compensation Schedule. (Incorporated herein by reference to the Post-Effective Amendment No. 2 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 10, 2002; File No. 333-50278.)
	(11)	Commission Schedule for Policies. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(12)	Specimen Master Sales and Supervisory Agreement with Compensation Schedule. (Incorporated herein by reference to the Post-Effective Amendment No. 12 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 25, 2000; File No. 33-74190.)
(d)	(1)	Specimen Variable Universal Life Insurance Policy (Form No. (2514(VUL)-9/04).
	(2)	Adjustable Term Insurance Rider (Form No. R2026-9/04).
	(3)	Waiver of Cost of Insurance Rider (Form No. R-1505). (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(4)	Waiver of Specified Premium Total Disability Rider (Form No. R-1506). (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(5)	Accelerated Death Benefit Rider. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(6)	Guaranteed Death Benefit Rider (Form No. R2025-4/04).
(e)	(1)	Specimen Variable Life Insurance Application (Form No. Q-2006-9/97). (To be used on or before May 1, 1998.) (Incorporated herein by reference to the Post-Effective Amendment No. 5 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on October 29, 1997; File No. 33-74190.)
	(2)	Variable Life Application Insert. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(3)	Investment Feature Selection Form (Form No. V-166-00 Rev. 5/1/03). (Incorporated herein by reference to the Post-Effective Amendment No. 5 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 14, 2003; File No. 333-50278.)
	(4)	Investment Feature Selection Form (Form No. V-175-01 Rev. 5/1/03). (Incorporated herein by reference to the Post-Effective Amendment No. 5 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 14, 2003; File No. 333-50278.)
	(5)	Specimen Application for Life Insurance Fixed and Variable Products (Form No. 110945). (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
(f)	(1)	Amendments to Articles of Incorporation through June 12, 1987. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(2)	Amendments to Articles of Incorporation through November 12, 2001. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(3)	Security Life of Denver's By-Laws. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(4)	Bylaws of Security Life of Denver Insurance Company (Restated with Amendments through September 30, 1997). (Incorporated herein by reference to Post-Effective Amendment No. 5 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on October 29, 1997; File No. 33-74190.)
(g)	Not Applicable.
(h)	(1)	Participation Agreement by and among AIM Variable Insurance Funds, Inc., Life Insurance Company, on Behalf of Itself and its Separate Accounts and Name of Underwriter of Variable Contracts and Policies. (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on March 2, 1998; File No. 33-74190.)
	(2)	Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(3)	Sales Agreement by and among Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(4)	Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(5)	Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(6)	Participation Agreement among INVESCO Variable Investment Funds, Inc., INVESCO Funds Group, Inc., and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(7)	Participation Agreement between Van Eck Investment Trust and the Trust's investment adviser, Van Eck Associates Corporation, and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(8)	Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(9)	Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 14 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 33-74190.)
	(10)	Participation Agreement among Security Life of Denver Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Investments, LLC. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(11)	Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Putnam Variable Trust and Putnam Retail Management, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 333-50278.)
	(12)	Participation Agreement among Security Life of Denver Insurance Company, ING Partners, Inc., ING Life Insurance and Annuity Company, and ING Financial Advisers, LLC. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(13)	Participation Agreement among Security Life of Denver Insurance Company, ING Variable Portfolios, Inc. and ING Funds Distributor, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(14)	Participation Agreement among Security Life of Denver Insurance Company, Pioneer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(15)	Participation Agreement among Security Life of Denver Insurance Company, ING VP Bond Portfolio and ING Funds Distributor, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(16)	First Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Investment Trust and Van Eck Associates Corporation. (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on March 2, 1998; File No. 33-74190.)
	(17)	Second Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Worldwide Insurance Trust and Van Eck Associates Corporation. (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on March 2, 1998; File No. 33-74190.)
	(18)	Assignment and Modification Agreement between Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, Neuberger & Berman Advisers Management Trust, Advisers Managers Trust and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on March 2, 1998; File No. 33-74190.)
	(19)	First Amendment to Participation Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(20)	First Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(21)	Second Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(22)	First Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(23)	Second Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(24)	First Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(25)	Third Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 29, 1999; File No. 33-74190.)
	(26)	Third Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 29, 1999; File No. 33-74190.)
	(27)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(28)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(29)	Amendment No. 2 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(30)	Fourth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(31)	Amendment No. 3 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(32)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(33)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(34)	Amendment No. 4 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 29, 2000; File No. 333-72753.)
	(35)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(36)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(37)	Fifth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 29, 2000; File No. 333-72753.)
	(38)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 12 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 25, 2000; File No. 33-74190.)
	(39)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 13 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on October 13, 2000; File No. 33-74190.)
	(40)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 13 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on October 13, 2000; File No. 33-74190.)
	(41)	Addendum to Fund Participation Agreement among Security Life of Denver Insurance Company, Neuberger Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 13 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on October 13, 2000; File No. 33-74190.)
	(42)	Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 13 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on October 13, 2000; File No. 33-74190.)
	(43)	Amendment to Janus Aspen Series Fund Participation Agreement. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(44)	Amendment No. 5 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(45)	Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on January 30, 2001; File No. 333-50278.)
	(46)	Sixth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(47)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 14 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 33-74190.)
	(48)	Ninth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 14 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 33-74190.)
	(49)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 14 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 33-74190.)
	(50)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Form S-6 Initial Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on November 15, 2001; File No. 333-73464.)
	(51)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Form S-6 Initial Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on November 15, 2001; File No. 333-73464.)
	(52)	Form of Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 14 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 33-74190.)
	(53)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 14 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 33-74190.)
	(54)	Second Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(55)	Third Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(56)	Amendment No. 1 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(57)	Amendment to Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(58)	Addendum to Alger Sales Agreement. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(59)	Amendment No. 6 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(60)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(61)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(62)	Seventh Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(63)	Amendment to Janus Aspen Series Fund Participation Agreement. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(64)	Amendment to Participation Agreement among Security Life of Denver Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Securities, Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(65)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(66)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(67)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(68)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(69)	Amendment to Participation Agreement among ING Variable Products Trust, ING Funds Distributor, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(70)	Amendment to Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Putnam Variable Trust and Putnam Retail Management, L.P. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(71)	Service Agreement between Fred Alger Management, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(72)	Expense Allocation Agreement between A I M Advisors, Inc., AIM Distributors, Inc. and Security Life of Denver. (Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 29, 1999; File No. 33-74190.)
	(73)	Amendment No. 1 to Expense Allocation Agreement between AIM Advisors, Inc., A I M Distributors, Inc. and Security Life of Denver. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(74)	Service Agreement between INVESCO Funds Group, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 29, 1999; File No. 33-74190.)
	(75)	First Amendment to Service Agreement between Security Life of Denver Insurance Company and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(76)	Amendment to Service Agreement between Security Life of Denver Insurance Company and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(77)	Service Agreement between Neuberger & Berman Management Incorporated and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 29, 1999; File No. 33-74190.)
	(78)	Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(79)	Side Letter between Van Eck Worldwide Insurance Trust and Security Life of Denver. (Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 29, 1999; File No. 33-74190.)
	(80)	Distribution and Shareholder Services Agreement between Janus Distributors, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(81)	Administrative and Shareholder Service Agreement between Directed Services, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 14 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 19, 2001; File No. 33-74190.)
	(82)	Administrative and Shareholder Service Agreement between ING Pilgrim Group, LLC and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(83)	Amendment to Administrative and Shareholder Services Agreement between Security Life of Denver Insurance Company and ING Funds Services, LLC. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(84)	Letter of Agreement between Security Life of Denver and Janus Capital Corporation. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on December 19, 2001; File No. 333-73464.)
	(85)	Service Agreement with Investment Advisor between ING Life Insurance and Annuity Company and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(86)	Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(87)	Amendment to Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 27, 1998; File No. 33-74190.)
	(88)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 5 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 14, 2003; File No. 333-50278.)
	(89)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post Effective Amendment No. 9 to the Form N 6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 27, 2004; File No. 333 50278.)
	(90)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post Effective Amendment No. 9 to the Form N 6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 27, 2004; File No. 333 50278.)
	(91)	Participation Agreement among Golden American Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, American Funds Insurance Series and Capital Research and Management Company. (Incorporated by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, File No. 333-105319, as filed on July 17, 2003.)
	(92)	Amendment to Participation Agreement among ING Partners, Inc., ING Life Insurance and Annuity Company, and ING Financial Advisers, LLC and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 5 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 14, 2003; File No. 333-50278.)
	(93)	Business Agreement among Golden American Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, ING America Equities, Inc., Directed Services, Inc., American Funds Distributors, Inc. and Capital Research and Management Company. (Incorporated by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, File No. 333-105319, as filed on July 17, 2003.)
(i)	Not Applicable.
(j)	Not Applicable.
(k)	Opinion and Consent of Counsel. [To be filed by amendment.]
(l)	Not Applicable.
(m)	Not Applicable.
(n)	Consent of Independent Registered Public Accounting Firm. [To be filed by amendment.]
(o)	All financial statements are included in the Statement of Additional Information, as indicated therein.
(p)	Not Applicable.
(q)	Not Applicable.
(r)	Powers of Attorney. (Incorporated by reference to Initial Registration Statement on Form N-6, File No. 333-117329, as filed on July 1, 2004.)

Item 27	Directors and Officers of the Depositor
Name and Principal Business Address		Positions and Offices with Depositor
Mark A. Tullis, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		President
Boyd G. Combs, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Senior Vice President, Tax
James R. Gelder, 20 Washington Avenue South, Minneapolis, MN 55401.		Senior Vice President
Keith Gubbay, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director
Thomas J. McInerney, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director
Shaun P. Mathews, 151 Farmington Avenue, Hartford, CT 06156		Senior Vice President
Kathleen A. Murphy, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director
Stephen J. Preston, 1475 Dunwoody Drive, West Chester, PA 19380		Senior Vice President
Jacques de Vaucleroy, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director and Senior Vice President
David A. Wheat, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director, Senior Vice President and Chief Financial Officer
Roger W. Fisher, 5780 Powers Ferry Road, NW., Atlanta, GA 30327		Vice President and Chief Accounting Officer
Paula Cludray-Engelke, 20 Washington Avenue South, Minneapolis, MN 55401		Secretary
Item 28	Persons Controlled by or Under Common Control with the Depositor or the Registrant
Incorporated by reference to Item No. 26 in Post-Effective Amendment No. 2 to Registration Statement on Form N-4 for Separate Account B of ING USA Annuity and Life Insurance Company (File No. 333-90516), as filed on April 9 2004.

Item 29			Indemnification
Under its Bylaws, Sections 1 through 8, Security Life of Denver Insurance Company ("Security Life") indemnifies, to the full extent permitted by the laws of the State of Colorado, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a director, member of a committee appointed by the Board of Directors, officer, salaried employee, or fiduciary of Security Life or is or was serving at the request of Security Life (whether or not as a representative of Security Life) as a director, officer, employee, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to in the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Security Life pursuant to such provisions of the bylaws or statutes or otherwise, Security Life has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Security Life of expenses incurred or paid by a director or officer or controlling person of Security Life in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of Security Life in connection with the securities being registered, Security Life will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the que stion of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
A corporation may procure indemnification insurance on behalf of an individual who was a director of the corporation. Consistent with the laws of the State of Colorado, ING Groep N.V. maintains an umbrella insurance policy issued by an international insurer. The policy covers ING Groep N.V. and any company in which ING Groep N.V. has an ownership control of over 50%. This would encompass Security Life, as depositor, as well as ING America Equities, Inc., as the principal underwriter. The policy provides for the following types of coverage: errors and omissions, directors and officers, employment practices, fiduciary and fidelity.
Additionally, Section 13 of the Security Life Distribution Agreement with ING America Equities, Inc. (INGAE) generally provides that each party will indemnify and hold harmless the officers, directors and employees of the other party (and the variable account with respect to indemnity by INGAE) against any expenses (including legal expenses), losses, claims, damages, or liabilities arising out of or based on certain claims or circumstances in connection with the offer or sale of the policies. Under this agreement neither party is entitled to indemnity if the expenses (including legal expenses), losses, claims, damages, or liabilities resulted from their own willful misfeasance, bad faith, negligence, misconduct or wrongful act.
Item 30			Principal Underwriters
(a)		Other Activity. ING America Equities, Inc., the principal underwriter for the policies, is also the principal underwriter for policies issued by ReliaStar Life Insurance Company of New York, ReliaStar Life Insurance Company and Southland Life Insurance Company.
(b)		Management of ING America Equities, Inc.
Name and Principal Business Address						Positions and Offices with Underwriter
David P. Wilken, 20 Washington Avenue South,     Minneapolis, MN 55401						Director, President and Chief Executive Officer
Daniel P. Mulheran, Sr., 20 Washington Avenue South,     Minneapolis, MN 55401						Director
Mark A. Smith, 2001 21st Avenue N.W., Minot, ND     58703						Director and Vice President
Anita F. Woods, 5780 Powers Ferry Road, NW, Atlanta,     GA 80203						Chief Financial Officer
Beth G. Shanker, 1290 Broadway, Denver, CO 80203						Chief Compliance Officer
Pamela S. Anson, 2001 21st Avenue N.W., Minot, ND     58703						Vice President
Nathan E. Eshelman, 1290 Broadway, Denver, CO     80203						Vice President
Frederick C. Litow, 5780 Powers Ferry Road, NW,     Atlanta, GA 80203						Vice President
David S. Pendergrass, 5780 Powers Ferry Road, NW,     Atlanta, GA 80203						Vice President and Treasurer
Deborah C. Hancock, 1290 Broadway, Denver, CO     80203						Assistant Vice President
Paula Cludray-Engelke, 20 Washington Avenue South,     Minneapolis, MN 55401						Secretary
Eric G. Banta, 1290 Broadway, Denver, CO 80203						Assistant Secretary
(c)		Compensation From the Registrant.
(1)				(2)	(3)		(4)	(5)
Name of Principal Underwriter				2003 Net Underwriting Discounts and Commissions	Compensation on Events Occasioning the Deduction of a Deferred Sales Load		Brokerage Commissions	Other Compensation*
ING America     Equities, Inc.				$0	$0		$25,934,458	$926,418
*	Compensation shown in column 5 includes: marketing allowances.

Item 31	Location of Accounts and Records
Accounts and records are maintained by Security Life of Denver Insurance Company at 1290 Broadway, Denver, CO 80203-5699 and by ING Americas Finance Shared Services, an affiliate, at 5780 Powers Ferry Road, NW, Atlanta, GA 30327.
Item 32	Management Services
None.
Item 33	Fee Representations
Security Life of Denver Insurance Company represents that the fees and charges deducted under the variable life insurance policy described in this registration statement, in the aggregate, are reasonable in relation to the services rendered, expenses expected to be incurred, and the risks assumed by Security Life of Denver Insurance Company under the policies. Security Life of Denver Insurance Company bases this representation on its assessment of such factors as the nature and extent of such services, expenses and risks, the need for the Security Life of Denver Insurance Company to earn a profit and the range of such fees and charges within the insurance industry.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act, the Registrant, Security Life Separate Account L1 of Security Life Insurance Company, has duly caused this Pre-Effective Amendment No. 1 on Form N-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford and in the State of Connecticut on the 10th day of September, 2004.
	SECURITY LIFE SEPARATE ACCOUNT L1
		(Registrant)
	By: SECURITY LIFE OF DENVER INSURANCE COMPANY
		(Depositor)
		By:	Mark A. Tullis*
			President
			(principal executive officer)

Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated and on the date indicated.
Signature	Title
Mark A. Tullis*	President
Mark A. Tullis	(principal executive officer)
Keith Gubbay*	Director
Keith Gubbay
		September
Thomas J. McInerney*	Director	10, 2004
Thomas J. McInerney
Kathleen A. Murphy*	Director
Kathleen A. Murphy
Jacques de Vaucleroy *	Director
Jacques de Vaucleroy
David A. Wheat*	Director, Senior Vice President and Chief Financial Officer
David A. Wheat	(principal financial officer)
Roger W. Fisher*	Vice President and Chief Accounting Officer
Roger W. Fisher	(principal accounting officer)

By:	/s/ J. Neil McMurdie
	J. Neil McMurdie
	* Attorney-in-Fact

SECURITY LIFE SEPARATE ACCOUNT L1
EXHIBIT INDEX
Exhibit No.	Exhibit
26(d)(1)	Specimen Variable Universal Life Insurance Policy (Form No. (2514(VUL)-9/04)
26(d)(2)	Adjustable Term Insurance Rider (Form No. R2026-9/04)
26(d)(6)	Guaranteed Death Benefit Rider (Form No. R2025-4/04)
26(k)	Opinion and Consent of Counsel [To be filed by amendment.]
26(n)	Consent of Independent Registered Accounting Firm [To be filed by amendment.]

EX-1

Exhibit 26(d)(1): Specimen Variable Universal Life Insurance Policy Form (Form No. (2514(VUL)-9/04)

Security Life of Denver Insurance Company

A Stock Company

INSURED:	JOHN DOE
POLICY DATE:	September 15, 2004
POLICY NUMBER:	67000001

WE AGREE TO PAY the death benefit to the beneficiary upon the death of the insured while this policy is in force.

WE ALSO AGREE to provide the other rights and benefits of the policy. These agreements are subject to the provisions of the policy.

Please Read Your Policy Carefully

RIGHT TO EXAMINE PERIOD. You have the right to examine and return this policy. You may return it by mail or other delivery to the agent/registered representative who sold it to you or to our Customer Service Center within 10 days after you receive it. It will then be void from the beginning. Upon return of the policy during the right to examine period, we will refund all premiums paid.

This policy is signed for Security Life of Denver Insurance Company by

/s/ Mark A. Tullis	/s/ Paula Cludray-Engelke
President	Secretary

In this policy "you" and "your" refer to the owner of the policy. "We", "us" and "our" refer to Security Life of Denver Insurance Company.

This policy is a FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY.

This is a NON-PARTICIPATING policy.

Death benefits and other values provided by this contract, when based on the investment experience of the Separate Account, are variable. These values may increase or decrease, based on investment experience of the divisions of the Separate Account and are not guaranteed as to a fixed dollar amount. Death benefits are payable by us upon the death of the insured. There is no maturity date. Flexible premiums are payable by you during the lifetime of the insured until the policy anniversary nearest the insured's 100^th birth date.

SECURITY LIFE OF DENVER INSURANCE COMPANY

Customer Service Center

P. O. Box 5065

Minot, ND 58702-5065

V00025140001

2514(VUL)-9/04

TABLE OF CONTENTS

SCHEDULE 4

DEFINITIONS 5

INSURANCE COVERAGE PROVISIONS 6

POLICY DATE 6

BASE DEATH BENEFIT 6

CHANGE IN REQUESTED INSURANCE COVERAGE 6

Requested Increases in Coverage 7

Requested Decreases in Coverage 7

Death Benefit Option Changes 7

CONTINUATION OF COVERAGE BEYOND AGE 100 8

PAYOUT OF PROCEEDS 8

PREMIUM PROVISIONS 9

SCHEDULED PREMIUMS 9

UNSCHEDULED PREMIUMS 9

PREMIUM LIMITATIONS 9

FAILURE TO PAY PREMIUM 9

INITIAL PREMIUM ALLOCATION 9

SUBSEQUENT PREMIUM ALLOCATIONS 9

NET PREMIUM 10

CHANGES TO PREMIUM ALLOCATIONS 10

SEPARATE ACCOUNT PROVISIONS 10

THE SEPARATE ACCOUNT 10

SEPARATE ACCOUNT DIVISIONS 10

CHANGES WITHIN THE SEPARATE ACCOUNT 11

GENERAL ACCOUNT PROVISIONS 12

THE GENERAL ACCOUNT 12

GUARANTEED INTEREST DIVISION 12

LOAN DIVISION 12

TRANSFER PROVISIONS 12

ACCOUNT VALUE PROVISIONS 12

VALUES ON THE INVESTMENT DATE 13

ACCUMULATION UNIT VALUE 13

ACCUMULATION EXPERIENCE FACTOR 13

VALUE OF THE DIVISIONS OF THE SEPARATE ACCOUNT 14

VALUE OF THE GUARANTEED INTEREST DIVISION 14

VALUE OF THE LOAN DIVISION 15

DEDUCTIONS 15

MONTHLY DEDUCTION 15

COST OF INSURANCE 15

REDEMPTION FEES 16

V00025140002

2514(VUL)-9/04 2

LOAN PROVISIONS 16

POLICY LOANS 16

LOAN INTEREST 16

LOAN DIVISION 16

PARTIAL WITHDRAWAL PROVISIONS 17

SURRENDER PROVISIONS 18

BASIS OF COMPUTATIONS 18

NET CASH SURRENDER VALUE 18

SURRENDER CHARGES 18

FULL SURRENDERS 18

GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS 19

GRACE PERIOD 19

TERMINATION 19

REINSTATEMENT 19

DEFERRAL OF PAYMENT 20

GENERAL POLICY PROVISIONS 20

THE POLICY 20

CONTRACT CHANGES 20

AGE 20

PROCEDURES 20

OWNERSHIP 21

BENEFICIARIES 21

CHANGE RIGHT 21

COLLATERAL ASSIGNMENT 21

INCONTESTABILITY 21

MISSTATEMENT OF AGE OR GENDER 22

RECLASSIFICATION OF SMOKER AND/OR TOBACCO USE STATUS 22

SUICIDE EXCLUSION 22

PERIODIC REPORTS 22

ILLUSTRATION OF BENEFITS AND VALUES 22

NONPARTICIPATING 22

CUSTOMER SERVICE CENTER 22

PAYOUTS OTHER THAN AS ONE SUM 23

ELECTION 23

PAYOUT OPTIONS 23

CHANGE AND WITHDRAWAL 23

EXCESS INTEREST 24

MINIMUM AMOUNTS 24

SUPPLEMENTARY POLICY 24

INCOME PROTECTION 24

DEATH OF PRIMARY PAYEE 24

PAYMENTS OTHER THAN MONTHLY 24

SETTLEMENT OPTION TABLES 25

Any supplementary amendments, endorsements or riders and a copy of the application follow the final policy provisions and are to be considered part of the Policy.

V00025140003

2514(VUL)-9/04 3

SCHEDULE

POLICY NUMBER 67000001

POLICY DATE SEPTEMBER 15, 2004

INSURED JOHN Q. DOE

AGE/GENDER 35, MALE

PREMIUM CLASS: STANDARD NONSMOKER

RATING FACTOR: 1.00

INITIAL STATED DEATH BENEFIT [$100,000]

[ADJUSTABLE TERM INSURANCE [$150,000*]

DEATH BENEFIT]

[TARGET DEATH BENEFIT] [$250,000**]

MINIMUM DEATH BENEFIT AMOUNT [$100,000]

ADDITIONAL BENEFITS AND RIDERS:

DEATH BENEFIT OPTION 1

MONTHLY PROCESSING DATE 15th

SCHEDULED PREMIUM $3000.00, ANNUAL

DEFINITION OF LIFE INSURANCE TEST [GUIDELINE PREMIUM TEST]

Coverage will expire prior to the policy anniversary nearest the insured's 100^th birth date if premiums are insufficient to continue coverage. Coverage will also be affected by partial withdrawals, policy loans, changes in the current cost of insurance rates, the investment experience of the divisions of the Separate Account, and the interest rate credited to amounts allocated to the Guaranteed Interest Division.

*This amount is the amount of adjustable term death benefit on the policy date. This death benefit will vary from time to time, and may depend on your account value. See the rider and policy for details.

**This amount is the target death benefit on the policy date. It may change at the beginning of each policy year. See the Schedule and rider for details.

CUSTOMER SERVICE CENTER: P.O. Box 5065, Minot, ND 58702-5065

Toll Free Number 1-877-253-5050

V00025140004

2514(VUL)-9/04 4

Schedule (Continued)

SEGMENT Benefit Profile

Description	Segment Stated Death Benefit Amount	Segment Effective Date	Segment Target Premium
Segment #1	$250,000	9/15/04	$1,100

ADDITIONAL BENEFITS AND RIDERS:

Adjustable Term Insurance Rider premium class or rating is the same as Segment #1

A segment is a block of death benefit coverage. The stated death benefit shown on the Schedule at issue is Segment #1. Additional segments may be added to the policy after issue to increase the death benefit. Each individual segment added to the policy has its own cost of insurance charges and expense charges as shown in the Schedule. This is further defined in the Definition of Terms section of your policy.

V0002514004A

2514(VUL)-9/04 4A

(Print for FUW Version)

SCHEDULE (Continued)

EXPENSE CHARGES

A. Premium Expense Charge. This charge is a percent of all premiums. The premium expense charge in segment year 1 is 9.5% of premium up to the segment target premium and 8.5% for amounts in excess of the segment target premium. In segment year 2 and thereafter the premium expense charge is 8.5% of premium up to the segment target premium and 5.5% for amounts in excess of the segment target premium. See the Net Premium provision for details.

B. Guaranteed Maximum Monthly Expense Charges:

1. Per Policy Charge: $15 per policy month in years 1-10.

$ 7.50 per policy month in year 11 and thereafter.

2. Monthly Administrative $[0.04] per thousand of stated death benefit (or target

Expense Charge: death benefit, if greater), for years 1-10 and $0.01 thereafter. This charge applies to the first $10,000,000 of death benefit.

3. Monthly Mortality and See table below.

Expense Risk Charge:

Policy Years	Annual Percentage	Monthly Percentage
1 through 5	0.45%	0.0375%
6 through 10	0.30%	0.025%
11 and Thereafter	0.0%	0.0%

This charge is multiplied by the net account value held in the Separate Account and is deducted each policy month.

VFUW2514004B

2514(VUL)-9/04 4B

(Print for GI Version)

SCHEDULE (Continued)

EXPENSE CHARGES

A. Premium Expense Charge. This charge is a percent of all premiums. The premium expense charge in segment year 1 is 9.5% of premium up to the segment target premium and 8.5% for amounts in excess of the segment target premium. In segment year 2 and thereafter the premium expense charge is 8.5% of premium up to the segment target premium and 5.5% for amounts in excess of the segment target premium. See the Net Premium provision for details.

B. Guaranteed Maximum Monthly Expense Charges:

1. Per Policy Charge: $20 per policy month in years 1-10.

$7.50 per policy month in year 11 and thereafter.

2. Monthly Administrative $[0.04] per thousand of stated death benefit (or target

Expense Charge: death benefit, if greater), for years 1-10 and $0.01 thereafter. This charge applies to the first $10,000,000 of death benefit.

3. Monthly Mortality and See table below.

Expense Risk Charge:

Policy Years

Annual Percentage

Monthly Percentage

1 through 5

0.45%

0.0375%

6 through 10

0.30%

0.025%

11 and Thereafter

0.0%

0.0%

This charge is multiplied by the net account value held in the Separate Account and is deducted each policy month.

VGI02514004B

2514(VUL)-9/04 4B

(Print for Lower Load Version)

SCHEDULE (Continued)

EXPENSE CHARGES

A. Premium Expense Charge. This charge is a percent of all premiums. The premium expense charge is 5.0% of each premium in all years.

B. Guaranteed Maximum Monthly Expense Charges:

1. Per Policy Charge: $7.50 per policy month in years 1-10.

$0.00 per policy month in year 11 and thereafter.

2. Monthly Mortality and See table below.

Expense Risk Charge:

Policy Years	Annual Percentage	Monthly Percentage
1 through 5	0.45%	0.0375%
6 through 10	0.30%	0.025%
11 and Thereafter	0.0%	0.0%

This charge is multiplied by the net account value held in the Separate Account and is deducted each policy month.

VPL02514004B

2514(VUL)-9/04 4B

(Print FUW, GI and Lower Load Versions)

SURRENDER CHARGES

The maximum surrender charges that pertain to the insurance coverages shown in the Schedule are shown in the following table. This table may change upon any increase and/or decrease in the policy's stated death benefit.

SURRENDERS DURING THE POLICY YEAR ENDING	TOTAL SURRENDER CHARGE
2004	$[1125.00]
2005	$[1250.00]
2006	$[1250.00]
2007	$[1250.00]
2008	$[1250.00]
2009	$[1000.00]
2010	$[750.00]
2011	$[500.00]
2012	$[250.00]
2013	$0

V0002514004C

2514(VUL)-9/04 4C

Schedule (Continued)

POLICYHOLDER TRANSACTION CHARGES

Policy Illustrations:	$25 for each illustration after the 1st in a policy year.
POLICY LOANS

Policy Loan Interest Rate Charged:	3.75% per year in the first 5 policy years; 3.15% per year thereafter.
Guaranteed Interest Rate Credited To Loan Division:	3.00% per year
Minimum Loan Amount:	$100
Maximum Loan Amount:	See Loan Provisions section.
PARTIAL WITHDRAWALS

Minimum Partial Withdrawal Amount:	$100
Maximum Partial Withdrawal Amount:	Amount which will leave $500 as the net cash surrender value.
Partial Withdrawal Service Fee:	$10 for each partial withdrawal.
Limit On Partial Withdrawals:	Twelve (12) in a policy year.
GUARANTEED INTEREST DIVISION
Guaranteed Minimum Interest Rate Credited to amounts allocated to the Guaranteed Interest Division:	3.00% per year
V0002514004D
2514(VUL)-9/04 4D

Schedule (Continued)

The policy's base death benefit at any time will be at least equal to the account value times the appropriate factor from this table.

DEFINITION OF LIFE INSURANCE

GUIDELINE PREMIUM TEST/ CASH VALUE CORRIDOR TEST
DEATH BENEFIT FACTORS

Insured's Attained Age	Factor	Insured's Attained Age	Factor
0-40	2.50
41	2.43	71	1.13
42	2.36	72	1.11
43	2.29	73	1.09
44	2.22	74	1.07
45	2.15	75	1.05
46	2.09	76	1.05
47	2.03	77	1.05
48	1.97	78	1.05
49	1.91	79	1.05
50	1.85	80	1.05
51	1.78	81	1.05
52	1.71	82	1.05
53	1.64	83	1.05
54	1.57	84	1.05
55	1.50	85	1.05
56	1.46	86	1.05
57	1.42	87	1.05
58	1.38	88	1.05
59	1.34	89	1.05
60	1.30	90	1.05
61	1.28	91	1.04
62	1.26	92	1.03
63	1.24	93	1.02
64	1.22	94	1.01
65	1.20	95	1.00
66	1.19	96	1.00
67	1.18	97	1.00
68	1.17	98	1.00
69	1.16	99	1.00
70	1.15	100 and older	1.00

VGL02514004E

2514(VUL)-9/04 4E

SCHEDULE (Continued)

DEFINITION OF LIFE INSURANCE

CASH VALUE ACCUMULATION TEST

DEATH BENEFIT FACTORS

The Cash Value Accumulation Test factor is determined by dividing One by a net single premium rate for the gender, rating class, and attained age of the insured(s). This calculation is made using the greater of 4% or the interest rate guaranteed in the policy, and the mortality factors and calculation rules specified in Internal Revenue Code Sections 7702(b)(2) and 7702(e) and the regulations thereunder that are in effect at the time this policy is issued. The net single premium rate will remain level during the policy year and will equal the rate at the beginning of the policy year. The net single premium will be calculated assuming a level death benefit endowment at age 100.

VCV02514004E

2514(VUL)-9/04 4E

Schedule (Continued)
TABLE OF GUARANTEED RATES-Segment #1
Guaranteed Maximum Cost of Insurance Rates Per $1,000 of Net Amount at Risk
(These rates apply to the Base Policy.)
Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate
0	0.34845	34	0.16669	68	2.77350
1	0.08917	35	0.17586	69	3.02328
2	0.08251	36	0.18670	70	3.30338
3	0.08167	37	0.20004	71	3.62140
4	0.07917	38	0.21505	72	3.98666
5	0.07501	39	0.23255	73	4.40599
6	0.07167	40	0.25173	74	4.87280
7	0.06667	41	0.27424	75	5.37793
8	0.06334	42	0.29675	76	5.91225
9	0.06167	43	0.32260	77	6.46824
10	0.06084	44	0.34929	78	7.04089
11	0.06417	45	0.37931	79	7.64551
12	0.07084	46	0.41017	80	8.30507
13	0.08251	47	0.44353	81	9.03761
14	0.09584	48	0.47856	82	9.86724
15	0.11085	49	0.51777	83	10.80381
16	0.12585	50	0.55948	84	11.82571
17	0.13919	51	0.60870	85	12.91039
18	0.14836	52	0.66377	86	14.03509
19	0.15502	53	0.72636	87	15.18978
20	0.15836	54	0.79730	88	16.36948
21	0.15919	55	0.87326	89	17.57781
22	0.15752	56	0.95591	90	18.82881
23	0.15502	57	1.04192	91	20.14619
24	0.15169	58	1.13378	92	21.57655
25	0.14752	59	1.23235	93	23.20196
26	0.14419	60	1.34180	94	25.28174
27	0.14252	61	1.46381	95	28.27411
28	0.14169	62	1.60173	96	33.10677
29	0.14252	63	1.75809	97	41.68475
30	0.14419	64	1.93206	98	58.01259
31	0.14836	65	2.12283	99	83.33333
32	0.15252	66	2.32623
33	0.15919	67	2.54312

The rates shown above are for a standard premium class. If the policy is based on a special premium class (other than standard), the maximum cost of insurance rates will be adjusted using the rating factor shown in the Segment Benefit Profile of the Schedule for the special premium class. If the special premium class is a stated percentage increase, the maximum cost of insurance rates will be determined by multiplying the rates for a standard rate class shown above by the rating factor shown in the Schedule. If the special premium class is a flat amount per $1,000, the maximum cost of insurance will be determined by adding the extra premium per month per $1,000 shown in the Schedule to the rate per $1,000 for the standard rate shown above. The rates shown above are based on the 1980 U.S. Commissioner's Standard Ordinary Smoker Composite, Male, Ultimate Mortality Table, age nearest birthday.
VM002514004F
2514(VUL)-9/04 4F
SCHEDULE (Continued)
TABLE OF GUARANTEED RATES-Segment #1
Guaranteed Maximum Cost of Insurance Rates Per $1,000 of Rider Benefit
(Adjustable Term Insurance Rider)
Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate
0	0.43602	34	0.20838	68	3.46950
1	0.11168	35	0.22005	69	3.78175
2	0.10334	36	0.23339	70	4.13284
3	0.10251	37	0.25006	71	4.53127
4	0.09918	38	0.26924	72	4.98809
5	0.09418	39	0.29092	73	5.51357
6	0.09001	40	0.31510	74	6.09863
7	0.08334	41	0.34262	75	6.73168
8	0.07917	42	0.37097	76	7.40104
9	0.07751	43	0.40350	77	8.09839
10	0.07584	44	0.43686	78	8.81706
11	0.08001	45	0.47439	79	9.57498
12	0.08834	46	0.51276	80	10.40294
13	0.10334	47	0.55447	81	11.32260
14	0.12001	48	0.59869	82	12.36434
15	0.13835	49	0.64709	83	13.54176
16	0.15752	50	0.69966	84	14.82576
17	0.17420	51	0.76141	85	16.19045
18	0.18587	52	0.82985	86	17.60542
19	0.19420	53	0.90832	87	19.05982
20	0.19837	54	0.99683	88	20.54615
21	0.19921	55	1.09202	89	22.06903
22	0.19671	56	1.19559	90	23.64710
23	0.19420	57	1.30253	91	25.31065
24	0.19004	58	1.41784	92	27.11674
25	0.18420	59	1.54070	93	29.17188
26	0.18003	60	1.67781	94	31.80363
27	0.17837	61	1.83085	95	35.59424
28	0.17753	62	2.00317	96	41.72906
29	0.17837	63	2.19899	97	52.65466
30	0.18003	64	2.41666	98	73.58341
31	0.18587	65	2.65537	99	83.33333
32	0.19087	66	2.90927
33	0.19921	67	3.18092
The rates shown above are for a standard premium class. If the policy is based on a special premium class (other than standard), the maximum cost of insurance rates will be adjusted using the rating factor shown in the Segment Benefit Profile of the Schedule for the special premium class. If the special premium class is a stated percentage increase, the maximum cost of insurance rates will be determined by multiplying the rates for a standard rate class shown above by the rating factor shown in the Schedule. If the special premium class is a flat amount per $1,000, the maximum cost of insurance will be determined by adding the extra premium per month per $1,000 shown in the Schedule to the rate per $1,000 for the standard rate shown above. The rates shown above are based on the 1980 U.S. Commissioner's Standard Ordinary Smoker Composite, Male, Ultimate Mortality Table, age nearest birthday.
VMATR2514004G
2514(VUL)-9/04 4G
ADJUSTABLE TERM INSURANCE RIDER SCHEDULE
TABLE OF TARGET DEATH BENEFITS

POLICY YEAR	TARGET DEATH BENEFIT	POLICY YEAR	TARGET DEATH BENEFIT
1	250,000.00	44	500,000.00
2	250,000.00	45	500,000.00
3	250,000.00	46	500,000.00
4	250,000.00	47	500,000.00
5	250,000.00	48	500,000.00
6	250,000.00	49	500,000.00
7	250,000.00	50	500,000.00
8	250,000.00	51	500,000.00
9	250,000.00	52	500,000.00
10	250,000.00	53	500,000.00
11	250,000.00	54	500,000.00
12	250,000.00	55	500,000.00
13	250,000.00	56	500,000.00
14	250,000.00	57	500,000.00
15	250,000.00	58	500,000.00
16	250,000.00	59	500,000.00
17	250,000.00	60	500,000.00
18	250,000.00	61	500,000.00
19	250,000.00	62	500,000.00
20	250,000.00	63	500,000.00
21	500,000.00	64	500,000.00
22	500,000.00	65	500,000.00
23	500,000.00	66	500,000.00
24	500,000.00	67	500,000.00
25	500,000.00	68	500,000.00
26	500,000.00	69	500,000.00
27	500,000.00	70	500,000.00
28	500,000.00	71	500,000.00
29	500,000.00	72	500,000.00
30	500,000.00	73	500,000.00
31	500,000.00	74	500,000.00
32	500,000.00	75	500,000.00
33	500,000.00	76	500,000.00
34	500,000.00	77	500,000.00
35	500,000.00	78	500,000.00
36	500,000.00	79	500,000.00
37	500,000.00	80	500,000.00
38	500,000.00	81	500,000.00
39	500,000.00	82	500,000.00
40	500,000.00	83	500,000.00
41	500,000.00	84	500,000.00
42	500,000.00	85	500,000.00
43	500,000.00
REFER TO YOUR RIDER FOR MORE INFORMATION.
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DEFINITIONS
Account value: The sum of the amounts allocated to the divisions of the Separate Account and to the Guaranteed Interest Division, as well as any amount set aside in the Loan Division.
Accumulation unit: A unit of measurement used to calculate the account value in each division of the Separate Account.
Accumulation unit value: The value of the accumulation units of each division of the Separate Account. The accumulation unit value is determined as of each valuation date.
Age: The policy is issued at the age shown in the Schedule. The issue age is based on the age on the birthday nearest to the policy date.
Base death benefit: The base death benefit depends on the death benefit option you choose. This is defined in the Base Death Benefit provision of the policy.
Cash surrender value: Cash surrender value on any valuation date is the account value minus the surrender charge, if any.
Customer Service Center: Our Customer Service Center is located at P.O. Box 5065, Minot, ND 58702-5065. For overnight delivery, the address is 2000 21st Ave NW, Minot, ND 58703-0890.
Divisions of the Separate Account: The investment divisions available in the Separate Account, each of which invests in a corresponding mutual fund.
General Account: The account containing all of our assets other than those held in a separate account.
Guaranteed Interest Division: Part of our General Account to which all or part of the account value may be allocated and which provides guarantees of principal and interest.
Initial period: The initial period ends on the earlier of: (a) the date this policy was delivered to you plus the right to examine period, so long as we receive notice of the delivery date at our Customer Service Center before the date defined in (b), or (b) the date this policy is mailed from our Customer Service Center plus 5 days plus the right to examine period.
Investment date: The first date we apply your net premium payment to your policy. We will allocate the initial net premium to your policy at the end of the valuation period during which the latest of the following requirements is satisfied:
we receive the amount of premium required for coverage to begin under the policy; and
we have approved the policy for issue; and
all issue requirements have been met and received in our Customer Service Center.
Loan Division: Part of our General Account in which funds are set aside to secure any outstanding policy loan and accrued loan interest when due.
Minimum death benefit: The minimum death benefit is the stated death benefit if there is no Adjustable Term Insurance Rider attached to your policy. If there is an Adjustable Term Insurance Rider attached to your policy, the minimum death benefit is the target death benefit. The minimum death benefit is shown on the Schedule.
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Monthly Processing Date: The date each month on which the monthly deductions from the account value are due. The first monthly processing date will be the policy date or the date on which the initial net premium is allocated to your policy, if later. Subsequent monthly processing dates will be the same date as the policy date each month thereafter. If that date is not a valuation date, the monthly processing date will be the next valuation date.
Net account value: The amount of the account value minus any policy loan including accrued but unpaid loan interest.
Net cash surrender value: The amount of the cash surrender value minus any policy loan including accrued but unpaid loan interest.
Net premium: The premium amount paid minus the premium expense charge shown in the Schedule. This charge is deducted from each premium before the premium is applied to your account value.
Partial withdrawal: The withdrawal of a portion of your net cash surrender value from the policy. The partial withdrawal may cause a surrender charge to be incurred and may reduce the death benefit.
Policy loan: The sum of amounts you have borrowed from your policy, increased by any policy loan interest capitalized when due, and reduced by any policy loan repayments.
Right to examine period: The number of days after delivery during which you have the right to examine your policy and return it for a refund. See the cover page for a description of your right to examine period.
Scheduled premium: The premium amount that you specify on the application as the amount you intend to pay at fixed intervals over a specified period of time. Premiums may be paid monthly, quarterly, semiannually, or annually, as you determine. You need not pay the scheduled premium and you may change it at any time. Also, within limits, you may pay less or more than the scheduled premium.
Segment: A segment is a block of death benefit coverage. The stated death benefit shown on the Segment Benefit Profile of the Schedule is the initial segment, or Segment #1. Each increase in the stated death benefit (other than due to an option change) is a new segment. Each new segment will be shown separately on the Segment Benefit Profile of the Schedule. The first year for a segment begins on the effective date of the segment and ends one year later. Each new segment may be subject to a new premium expense charge, new surrender charge, new cost of insurance charges and new incontestability and suicide exclusion periods.
Segment premium: The actual premium received allocated to existing segments. Premium is allocated in the same proportion that the segment target premium bears to the sum of all segment target premium. If there is only one segment target premium, the entire premium is allocated to the segment. Segment target premium is shown in the Schedule. Because each segment has unique segment years, each segment premium is associated with a segment year.
Separate Account: The Separate Account is an account established by us, pursuant to the laws of the State of Colorado, to separate the assets funding the benefits for the class of policies to which this policy belongs from our other assets.
Stated death benefit: The sum of the segments under the policy. The stated death benefit changes when there is an increase or a decrease or when a transaction on the policy causes it to change (for example, a partial withdrawal under an Option 1 base death benefit may cause the stated death benefit to change).
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Surrender charge: The charge made against your account value in the event of surrender, policy lapse, requested reductions in the stated death benefit or certain partial withdrawals.
Target death benefit: The target death benefit is the stated death benefit plus the amount of Adjustable Term Insurance Rider benefit, if any. Refer to the Adjustable Term Insurance Rider for more information.
Target premium: Target premium is used to determine your premium expense charge and is actuarially determined based on the age and gender of the insured person. Target premium is not based on your scheduled premium.
Valuation date: Each date on which the accumulation unit value of the divisions of the Separate Account and the net asset value of the shares of the corresponding mutual funds are determined.
Currently, these values are determined after the close of business of the New York Stock Exchange ("NYSE") on any normal business day, Monday through Friday, that the NYSE is open for trading. The valuation date may be revised as needed in accordance with applicable federal securities laws and regulations.
Valuation period: The period which begins at 4:00 p.m. Eastern time on a valuation date and ends at 4:00 p.m. Eastern time on the next succeeding valuation date. The valuation period may be revised as needed in accordance with applicable federal securities laws and regulations.
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INSURANCE COVERAGE PROVISIONS

POLICY DATE

The policy date shown in the Schedule is the effective date for all coverage provided in the original application. The policy date is the date from which we measure policy years and determine the monthly processing date. The first monthly processing date is the investment date. Future monthly processing dates are the same calendar day of each month as the policy date unless this is not a valuation date in which case the monthly processing date occurs on the next valuation date. A policy anniversary occurs each year on the same month and day as the policy date unless this is not a valuation date in which case the policy anniversary occurs on the next valuation date. The effective date for new segments and additional benefits is shown in the Schedule.

BASE DEATH BENEFIT

The base death benefit will be determined, at any time, as follows:

Option 1: Under Option 1, the base death benefit is the greater of:

1. The stated death benefit; or

The account value multiplied by the appropriate factor from the Death Benefit Factors described in the Schedule.

Option 2: Under Option 2, the base death benefit is the greater of:

1. The stated death benefit plus the account value, or

The account value multiplied by the appropriate factor from the Death Benefit Factors described in the Schedule.

Option 3: Under Option 3, the base death benefit is the greater of:

(a) The stated death benefit plus premiums received less partial withdrawals, or

(b) The account value multiplied by the appropriate factor from the Death Benefit Factors described in the Schedule.

The stated death benefit and the death benefit option are shown in the Schedule.

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner consistent with that design. The base death benefit in force at any time shall not be less than the amount of insurance necessary to achieve such qualification under the applicable provisions of the Internal Revenue Code in existence at the time the policy is issued. We reserve the right to amend the policy or adjust the amount of insurance when required to maintain this tax qualification. We will send you a copy of any policy amendment.

CHANGE IN REQUESTED INSURANCE COVERAGE

You may request that the insurance coverage be increased or decreased. Decreases are not allowed before the first policy anniversary. The change in coverage may not be for an amount less than $1,000. The effective date of the change will be the monthly processing date immediately following the date your written application is approved by us. After any change to the stated death benefit, you will receive an amended Schedule reflecting the change, the benefit under any riders, if applicable, the new target premium and the new surrender charge.

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Requested Increases in Coverage

Subject to our limits, you may request an increase in the stated death benefit after the first monthly processing date through attained age 85 (age 75 when this policy is issued as part of a group or sponsored plan). An increase will become effective as of the monthly processing date immediately following the date your written application is approved by us. You must provide evidence satisfactory to us that the insured is insurable according to our normal rules of underwriting for the applicable premium class for this type of policy. This evidence will include an application and may include required medical information. An increase will consist of a new segment of stated death benefit. Each new segment will result in a new premium expense charge which will be deducted from the premium allocated to the new segment. The new segment may also be subject to new surrender charges; new monthly expense charges; new cost of insurance charges and new incontestab ility and suicide exclusion periods.

Requested Decreases in Coverage

After the first policy anniversary, you may request a decrease in the stated death benefit. We will limit the decrease such that immediately after the requested decrease, the stated death benefit is at least the minimum amount we require to issue this policy. The minimum amount is shown in the Schedule.

A decrease will be effective as of the monthly processing date immediately following the date your written application is approved by us. A decrease will first reduce Adjustable Term Insurance Rider coverage, if attached to your policy, and will then reduce each of the stated death benefit segments in the same proportion as the stated death benefit is reduced. A surrender charge will apply if the stated death benefit is decreased and the decrease occurs during the 9 years following the policy date or the date of the prior increase. If a surrender charge applies, it will be deducted from your account value and future surrender charges will be reduced.

The stated death benefit after any change must be greater than or equal to the minimum we require to issue this policy.

Death Benefit Option Changes

Beginning with the first monthly processing date and ending with the policy anniversary nearest the insured's 100^th birth date, you may request to change the death benefit option. This change will be effective as of the next monthly processing date following approval. A death benefit option change applies to the entire stated death benefit. We may not allow any change if it would reduce the stated death benefit below the minimum we require to issue this policy at the time of reduction. Death benefit option changes from Option 1 to Option 3, from Option 2 to Option 3 and from Option 3 to Option 2 are not allowed. After the effective date of the change, the stated death benefit will be changed according to the following table:

OPTION CHANGE
FROM	TO	STATED DEATH BENEFIT FOLLOWING THE CHANGE EQUALS:
Option 1	Option 2	Stated death benefit prior to such change minus your account value as of the effective date of the change.
Option 2	Option 1	Stated death benefit prior to such change plus your account value as of the effective date of the change.
Option 3	Option 1	Stated death benefit prior to such change plus the sum of all the premiums received minus all partial withdrawals taken prior to the effective date of the change.

To determine the segment stated death benefit after an option change, your account value will be allocated to each segment in the same proportion that segment bears to the stated death benefit as of the effective date of the change.

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CONTINUATION OF COVERAGE BEYOND AGE 100

If the policy is in force on the policy anniversary nearest the insured's 100^th birth date, the policy will continue pursuant to the terms of the policy. On this date, the following will occur:

(a) If there is no Adjustable Term Insurance Rider on the policy, the stated death benefit for the policy remains unchanged as of the policy anniversary nearest the insured's 100^th birth date. If there is an Adjustable Term Insurance Rider attached to the policy, the stated death benefit for the policy will equal the target death benefit on the policy anniversary nearest the insured's 100^th birth date. Any Adjustable Term Insurance Rider will then terminate;

(b) All other riders attached to the policy also will terminate;

(c) The portion of your account value invested in the divisions of the Separate Account will be transferred into the Guaranteed Interest Division and no further investment in the divisions of the Separate Account will be allowed; and

(d) If the death benefit option in force on the policy is Option 2 or Option 3, the policy will be converted to death benefit Option 1 in accordance with the procedures outlined in the Death Benefit Option Changes provision of the policy. No further changes will be allowed to the death benefit option.

After the policy anniversary nearest the insured's 100^th birth date, no further premiums will be accepted and no monthly deductions will be made. Policyholder transaction charges continue to be deducted at the time of the applicable transaction. We will continue to credit interest to the account value in the Guaranteed Interest Division. Policy loans and withdrawals continue to be available. Any existing policy loan will continue. Policy loan interest will continue to accrue and if not paid, may cause your policy to lapse. Payments on policy loans will be accepted. The policy will enter the 61-day grace period if the net account value is zero or less.

If you do not want coverage to continue past the policy anniversary nearest the insured's 100^th birth date, the policy may be surrendered.

PAYOUT OF PROCEEDS

Proceeds refer to the amount we will pay:

(a) Upon surrender of the policy; or

(b) Upon the insured's death.

The proceeds upon surrender of this policy will be the net cash surrender value. The amount of proceeds payable upon the insured's death will be the base death benefit in effect on the date of the insured's death; plus any amounts payable from any additional benefits provided by rider; minus any outstanding policy loan including accrued but unpaid interest; minus any unpaid monthly deductions incurred prior to the date of the insured's death. The calculation of the death proceeds will be computed as of the date of the insured's death.

We will determine the amount of death proceeds payable when we have received due proof of the insured's death and any other information which is necessary to process the claim. Any proceeds we pay are subject to adjustments as provided in the Misstatement of Age or Gender, Suicide Exclusion and Incontestability provisions.

We will pay proceeds in one lump sum unless you request an alternate method of payment. There are many possible methods of payment. The available payout methods are described in the Payouts Other Than As One Sum provision. Contact us or your agent/registered representative for additional information. Interest will be paid on the one lump sum death proceeds from the date of the insured's death to the date of payment, or until a payout option is selected. Interest will be at the rate we declare, or at any higher rate required by law.

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PREMIUM PROVISIONS

SCHEDULED PREMIUMS

The scheduled premium as shown in the Schedule may be paid while this policy is in force prior to the policy anniversary nearest the insured's 100^th birth date. You may increase or decrease the amount of the scheduled premium, subject to limits we may set and provisions in the Premium Limitation section. Under conditions provided in the Grace Period provision you may be required to make premium payments to keep the policy in force. You may pay premiums on a monthly basis through an automated payment facility.

UNSCHEDULED PREMIUMS

You may make unscheduled premium payments at any time the policy is in force prior to the policy anniversary nearest the insured's 100^th birth date, subject to the Premium Limitation section. Unless you tell us otherwise, these premium payments will first be applied to reduce or pay off any existing policy loan and, as such, premium expense charges will not be deducted. We may limit the amount of such unscheduled premium payments if the payment would result in an increase in the base death benefit.

PREMIUM LIMITATION

We will refund any premium that causes your policy not to qualify as a life insurance policy under the Internal Revenue Code. No premium may be paid after the death of the insured. No premium may be paid after the policy anniversary nearest the insured's 100^th birth date.

FAILURE TO PAY PREMIUM

If you stop paying premiums prior to the policy anniversary nearest the insured's 100^th birth date, your coverage may lapse. See your Grace Period provision for details.

INITIAL PREMIUM ALLOCATION

If the initial period has not ended by the investment date, net premium amounts designated for allocation to divisions of the Separate Account will be allocated to the money market division and any net premium amount designated for allocation to the Guaranteed Interest Division will be allocated to that division. Any additional net premium amounts received after the investment date and before the end of the initial period will be allocated in the same manner as the initial net premium at the end of the valuation period during which we receive the premium at our Customer Service Center. On the valuation date immediately following the end of the initial period, the balance of the amount in the money market division will be transferred to other divisions of the Separate Account according to your allocation instructions. The amounts allocated to the Guaranteed Interest Division will remain in that division.

If the initial period has ended on the investment date, initial net premium amounts will be allocated on the investment date to divisions of the Separate Account and/or to the Guaranteed Interest Division in accordance with your allocation instructions.

SUBSEQUENT PREMIUM ALLOCATIONS

After the initial period, all future scheduled and unscheduled premiums will be allocated to the divisions of the Separate Account and/or the Guaranteed Interest Division in accordance with your allocation instructions. This allocation will occur at the end of the valuation date during which we receive the premium at our Customer Service Center.

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NET PREMIUM

Net premium equals the premium paid minus the premium expense charge shown in the Schedule.

Each time we receive a premium we determine the premium expense charge by multiplying the applicable percentage times the segment premium. There is a different percentage for the segment year in which the premium is received. Premiums allocated to a new segment will be subject to a new premium expense charge.

The Schedule shows: (1) the target premium for each segment; and (2) the premium expense charge percentage. Segment premium is defined in the Definitions section of your policy.

CHANGES TO PREMIUM ALLOCATIONS

You may change your premium allocation in accordance with instructions included in your policy prospectus.

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT

The Separate Account is registered as a unit investment trust under the Investment Company Act of 1940. All income, gains and losses, whether or not realized, from assets allocated to the Separate Account are credited to or charged against the Separate Account without regard to income, gains or losses of our General Account. The assets of the Separate Account are our property but are separate from our General Account and our other Separate Accounts. That portion of the assets of the Separate Account equal to the reserves and other policy liabilities with respect to the Separate Account is not chargeable with liabilities arising out of any other business we may conduct or subject to creditor claims against us.

SEPARATE ACCOUNT DIVISIONS

The Separate Account is divided into divisions, each of which invests in a corresponding underlying mutual fund. The current eligible divisions are shown in your policy prospectus. We may, from time to time, add additional divisions. If we do, you may be permitted to select from these other divisions subject to the terms and conditions we may impose on those allocations.

We reserve the right to limit the number of divisions in which you may invest over the life of the policy. This limit, if any, will be listed in the updated policy prospectus provided to you each year.

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CHANGES WITHIN THE SEPARATE 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 the Separate Account:

(a) Make additional divisions available. These divisions will invest in corresponding mutual funds we find suitable for the policy.

(b) Close or eliminate divisions from the Separate Account or combine 2 or more divisions.

(c) Substitute a new mutual fund for the existing mutual fund in which a division invests. A substitution may become necessary if, in our judgment, a mutual fund no longer suits the purposes of the policy, there is a change in laws or regulations, there is a change in a mutual fund's investment objectives or restrictions, the mutual fund is no longer available for investment, or for any other reason, such as a declining asset base, we deem a substitution appropriate

(d) Transfer assets of the Separate Account, which we determine to be associated with the class of policies to which your policy belongs, to another Separate Account.

(e) Withdraw the Separate Account from registration under the Investment Company Act of 1940.

(f) Operate the Separate Account as a management investment company under the Investment Company Act of 1940.

(g) Invest one or more divisions in a mutual fund other than, or in addition to, the existing mutual funds.

(h) Discontinue the sale of policies.

(i) Terminate any employer or plan trustee agreement with us pursuant to its terms.

(j) Restrict or eliminate any voting rights as to the Separate Account.

(k) Make any changes required by the Investment Company Act of 1940 or the rules or regulations thereunder.

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 any changes to the Separate Account.

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GENERAL ACCOUNT PROVISIONS

THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the Separate Account or our other separate accounts. The Guaranteed Interest Division is a part of our General Account.

GUARANTEED INTEREST DIVISION

The Guaranteed Interest Division is another investment option to which you may allocate premiums or make transfers. The account value of the Guaranteed Interest Division is equal to amounts allocated to this division plus any earned interest minus deductions taken from this division. Interest is credited at the guaranteed rate shown in the Schedule or may be credited at a higher rate. Any higher rate is guaranteed not to change more frequently than every policy anniversary.

LOAN DIVISION

The Loan Division is the account used to hold collateral for a policy loan, if any. See the Loan Provisions section for information.

TRANSFER PROVISIONS

After the initial premium allocation and until the policy anniversary nearest the insured's 100^th birth date, your account value in each division may be transferred to any other division of the Separate Account or to the Guaranteed Interest Division upon your request. One transfer from the Guaranteed Interest Division into the separate account divisions may be made during the first 30 days of each policy year. The minimum required for transfer is $100.

We monitor transfer activity and may restrict or reject transfers that constitute Frequent Trading. Our current definition of Frequent Trading is more than one purchase and sale of the same underlying mutual fund within a 30-day period. We may modify this definition, or the definition as it applies to a particular underlying mutual fund, and any other transfer limitations or requirements we may establish at any time without prior notice. Additional limitations and requirements will be listed in and governed by your policy prospectus in effect at the time of the transfer.

On the policy anniversary nearest the insured's 100^th birth date, your account value in each division of the Separate Account will be transferred into the Guaranteed Interest Division and no further transfers will be allowed. Likewise, if you exercise your Change Right during the first two policy years, your account value in each division of the Separate Account will be transferred into the Guaranteed Interest Division and no further transfers will be allowed.

ACCOUNT VALUE PROVISIONS

The account value is the sum of the current amounts allocated to the divisions of the Separate Account and to the Guaranteed Interest Division plus your balance in the Loan Division.

The account value is based on premiums paid, policy and rider charges assessed, loans and withdrawals taken, monthly deductions, premium expense charges, transaction charges, any surrender charges, and the investment experience or credited interest of the divisions to which your account value is allocated.

Your net account value is equal to your account value minus any policy loan including accrued but unpaid loan interest.

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VALUES ON THE INVESTMENT DATE

The value of each division of the Separate Account and the Guaranteed Interest Division as of the investment date is equal to:

(a) The allocation to that division of the first net premium paid; minus

(b) The portion of any monthly deductions due on the investment date allocated to that division.

ACCUMULATION UNIT VALUE

The investment experience of a division of the Separate Account is determined as of each valuation date. We use an accumulation unit value to measure the experience of each of the Separate Account divisions during a valuation period. We generally set the accumulation unit value at $10 when each division is opened. The accumulation unit value for a valuation date equals the accumulation unit value for the preceding valuation date multiplied by the accumulation experience factor defined below for the valuation period ending on the valuation date.

The number of units for a given transaction related to a division of the Separate Account as of a valuation date is determined by dividing the dollar value of that transaction by that division's accumulation unit value for that date.

ACCUMULATION EXPERIENCE FACTOR

For each division of the Separate Account, the accumulation experience factor reflects the investment experience of the corresponding mutual funds in which that division invests and the charges assessed against that division for a valuation period. The accumulation experience factor is calculated as follows:

(a) The net asset value of the corresponding mutual funds in which that division invests as of the end of the current valuation period; plus

(b) The amount of any dividend or capital gains distribution declared and reinvested in the corresponding mutual funds in which that division invests during the current valuation period; minus

(c) A charge for taxes, if any.

(d) The result of (a), (b) and (c) is then divided by the net asset value of the corresponding mutual fund in which that division invests as of the end of the preceding valuation period.

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VALUE OF THE DIVISIONS OF THE SEPARATE ACCOUNT

On valuation dates after the investment date, the value of each division of the Separate Account is calculated as follows:

(a) The number of accumulation units in that division as of the beginning of the current valuation period multiplied by that division's accumulation unit value for the current valuation period; plus

(b) Any additional net premiums allocated to that division during the current valuation period; plus

(c) Any value transferred to that division during the current valuation period; minus

(d) Any value transferred from that division during the current valuation period; minus

(e) Any partial withdrawals taken and any applicable withdrawal service fees which are allocated to that division during the current valuation period; plus

(f) Any amounts transferred into that division from the Loan Division as a result of a loan or loan interest payment; minus

(g) Any amounts transferred to the Loan Division as a result of any loans which are allocated to that division during the current valuation period; minus

(h) The portion of any surrender charge resulting from a decrease in stated death benefit allocated to that division; minus

(i) The portion of the monthly deduction allocated to that division, if a monthly processing date occurs during the current valuation period; minus

(j) The portion of any transaction charges and mutual fund redemption fees allocated to that division during the current valuation period.

VALUE OF THE GUARANTEED INTEREST DIVISION

On valuation dates after the investment date, the value of the Guaranteed Interest Division is calculated as follows:

(a) The value of the Guaranteed Interest Division at the end of the preceding valuation period plus interest at the declared rate credited during the current valuation period; plus

(b) Any additional net premiums allocated to the Guaranteed Interest Division plus interest credited to these premiums during the current valuation period; plus

(c) Any value transferred to the Guaranteed Interest Division during the current valuation period; minus

(d) Any value transferred from the Guaranteed Interest Division during the current valuation period; minus

(e) Any partial withdrawals taken and any applicable withdrawal service fees which are allocated to the Guaranteed Interest Division during the current valuation period; plus

(f) Any amounts transferred from the Loan Division as a result of a loan or loan interest payment; minus

(g) Any amounts transferred to the Loan Division as a result of any loans which are allocated to the Guaranteed Interest Division during the current valuation period; minus

(h) The portion of any surrender charge resulting from a decrease in stated death benefit allocated to the Guaranteed Interest Division, minus

(i) The portion of the monthly deduction allocated to the Guaranteed Interest Division, if a monthly processing date occurs during the current valuation period; minus

(j) The portion of any transaction charges and mutual fund redemption fees allocated to the Guaranteed Interest Division during the current valuation period.

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VALUE OF THE LOAN DIVISION

On valuation dates after the investment date, the value of the Loan Division is calculated as follows:

(a) The value of the Loan Division on the prior valuation date; plus

(b) Any interest credited to the Loan Division during the valuation period; plus

(c) An amount equal to any additional loans since the prior valuation date; minus

(d) Any loan repayments, including payment of loan interest; plus

(e) The amount of accrued loan interest if the valuation date is a policy anniversary; minus

(f) The amount of interest credited to the Loan Division during the year if the valuation date is a policy anniversary.

On policy anniversaries, any amount of interest credited to the Loan Division during the year is transferred from the Loan Division to the divisions of the Separate Account and Guaranteed Interest Division according to your premium allocation instructions then in effect.

DEDUCTIONS

MONTHLY DEDUCTION

The monthly deduction is equal to:

(a) The cost of insurance charges for this policy; plus

(b) The monthly charges for any other additional benefits provided by rider; plus

(c) The monthly expense charges shown in the Schedule.

Monthly deductions are taken from the divisions of the Separate Account and Guaranteed Interest Division as described in the prospectus in effect at the time of the transaction. You may designate a single source from which deductions will be taken. This deduction is taken from your account value as of the monthly processing date. These deductions will be displayed in periodic reports that we send you at least once per policy year. After the policy anniversary nearest the insured's 100^th birth date, no further monthly deductions will be made except policyholder transaction charges incurred after this date.

Policyholder transaction charges, as described in the Schedule, are deducted at the time of the applicable transaction.

COST OF INSURANCE

The cost of insurance for the policy is the sum of the cost of insurance for all segments. A segment's cost of insurance is the cost of insurance rate for the premium class for the segment multiplied by the net amount at risk allocated to the segment. It is determined on a monthly basis.

The net amount at risk is (a) minus (b) where:

(a) is the sum of (i) the base death benefit for each segment as of the monthly processing date after the monthly deductions (other than cost of insurance charges for the base death benefit and any riders), divided by (ii) the result of 1 plus the monthly equivalent of the guaranteed interest rate for the Guaranteed Interest Division as shown in the Schedule; and

(b) is your account value as of the monthly processing date after the monthly deductions (other than the cost of insurance charges for the base death benefit and any riders).

The net amount at risk will be allocated to a segment in the same proportion as that segment's stated death benefit bears to the sum of the stated death benefits for all segments.

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The cost of insurance rate for each segment will be determined by us from time to time. Different rates will apply to each segment. They will be based on the gender and age of the insured as of the effective date of segment coverage, the duration since the coverage began, and the segment premium class. Any change in rates will apply to all individuals of the same premium class and whose policies have been in effect for the same length of time. The rates will never exceed those rates shown in the Table of Guaranteed Rates for the segment. These tables are in the Schedule.

REDEMPTION FEES

If applicable, we may deduct the amount of any redemption fees imposed by the underlying mutual funds as a result of withdrawals, transfers or other transactions you initiate. Redemption fees, if any, are separate and distinct from any transaction charges or any other charges deducted from your account value.

LOAN PROVISIONS

POLICY LOANS

You may obtain a policy loan on or after the first monthly processing date. The maximum amount you may borrow at any time equals the cash surrender value on the date of the loan request less any outstanding policy loan including accrued but unpaid loan interest to the next policy anniversary and less all monthly deductions to the next policy anniversary, or 13 monthly deductions if you take a loan within the 30-day period before your next policy anniversary. The policy loan is a first lien on your policy. The outstanding policy loan amount is equal to the loan amount as of the beginning of the policy year plus new loans and minus loan repayments, plus accrued interest. The minimum amount you may borrow is shown in the Schedule.

LOAN INTEREST

The maximum annual policy loan interest rates are shown in the Schedule. The current interest rates may be less than these maximum rates and may change from time to time. If a loan is made, interest is due and payable at the end of the policy year. Thereafter, interest on the loan amount is due annually at the end of each policy year until the loan is repaid. If interest is not paid when due, it is added to the policy loan.

If the policy loan amount and any accrued interest equals or exceeds the account value, a premium sufficient to keep this policy in force must be paid as provided in the Grace Period provision.

LOAN DIVISION

When a policy loan is taken or when interest is not paid in cash when due, an amount equal to the loan (or unpaid loan interest) respectively, is transferred from the divisions of the Separate Account and the Guaranteed Interest Division to the Loan Division to secure the loan. This amount will be deducted from the divisions of the Separate Account and the Guaranteed Interest Division in the same proportion that your value in each division bears to your net account value as of the date the transfer is effective unless otherwise specified in your instructions to us. Your value in the Loan Division will be credited with interest at an annual interest rate for the Loan Division no less than the rate shown in the Schedule.

When a loan repayment is made an amount equal to the repayment is transferred from the Loan Division to the Guaranteed Interest Division and the divisions of the Separate Account in the same proportion as your current premium allocation unless you request a different allocation in writing.

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2514(VUL)-9/04 16

PARTIAL WITHDRAWAL PROVISIONS

You may request a partial withdrawal from your account value on any valuation date after the first policy anniversary by writing to us at our Customer Service Center. The minimum and maximum partial withdrawal amounts are shown in the Schedule. When we process a partial withdrawal, the amount of the withdrawal plus a service fee is deducted from your account value. The amount of the service fee is shown in the Schedule. We limit the number of partial withdrawals in a policy year. This number is shown in the Schedule.

The stated death benefit is not reduced by a partial withdrawal taken when the base death benefit has been increased to qualify your policy as life insurance under the Internal Revenue Code and the amount withdrawn is not greater than that which reduces your account value to the level which no longer requires the base death benefit to be increased for Internal Revenue Code purposes.

Otherwise, the stated death benefit may be reduced by the amount of the partial withdrawal depending on the death benefit option in effect.

For a policy with an Option 1 death benefit, a partial withdrawal reduces your stated death benefit by the amount of the partial withdrawal.

For a policy with an Option 2 death benefit, a partial withdrawal does not reduce your stated death benefit.

For a policy with an Option 3 death benefit, a partial withdrawal reduces your stated death benefit by any amount of the partial withdrawal in excess of premiums paid, less prior withdrawals, to the date of the partial withdrawal.

Any reduction in death benefit or account value will occur as of the date the partial withdrawal occurs. We will limit the amount of the partial withdrawal such that, immediately after the requested withdrawal, the death benefit is at least equal to the minimum death benefit we require to issue this policy. The minimum amount is shown in the Schedule.

You may specify how much of the withdrawal you wish taken from each division of the Separate Account or from the Guaranteed Interest Division. You may not withdraw from the Guaranteed Interest Division more than the total withdrawal times the ratio of your account value in the Guaranteed Interest Division to your net account value immediately prior to the withdrawal. Unless you indicate otherwise, we will take the withdrawal from amounts in the Guaranteed Interest Division and the divisions of the Separate Account in the same proportion that your value in each division bears to your net account value immediately prior to the withdrawal. The withdrawal service fee and any surrender charge deducted from your account value is deducted from each division of the Separate Account and the Guaranteed Interest Division as described in the prospectus in effect at the time of the transaction.

We will send you a new Schedule to reflect the effect of the withdrawal if there is any change to the stated death benefit and surrender charges. We may ask you to return your policy to our Customer Service Center to make this change. The withdrawal and the reductions in death benefits will be effective as of the valuation date after we receive your request.

V00025140017

2514(VUL)-9/04 17

SURRENDER PROVISIONS

BASIS OF COMPUTATIONS

The cash surrender value under the policy is not less than the minimums required as of the policy date by the state in which your policy was delivered. A detailed statement of the method of computation of policy values under the policy has been filed with the insurance department of the state in which the policy was delivered, if required.

NET CASH SURRENDER VALUE

The net cash surrender value on any date will be your account value minus any applicable surrender charge and minus any policy loan including accrued but unpaid loan interest.

SURRENDER CHARGES

A separate surrender charge will apply to each stated death benefit coverage segment. The surrender charge for this policy is the sum of the surrender charge for each coverage segment of stated death benefit.

The surrender charge for each segment is determined from the surrender charge table in the Schedule. It depends on the segment year, age on the segment effective date, and the effective date and initial stated death benefit as shown in the Schedule. The surrender charge is based on the amount of stated death benefit surrendered and may change upon any increase or decrease in the policy's death benefit.

During the first 9 policy years or within 9 years of the effective date of an increase in the stated death benefit segment, if you request a decrease to the stated death benefit or take a partial withdrawal which causes the stated death benefit to decrease, the surrender charge will decrease in the same proportion that the stated death benefit decreases.

Upon a decrease in the stated death benefit, a portion of the surrender charge will be deducted from your account value. The amount of the surrender charge which will be deducted from your account value will equal the surrender charge in effect before the decrease minus the surrender charge in effect after the decrease. A surrender charge is not deducted from your account value if the stated death benefit is decreased because the death benefit option is changed. If the surrender charge deducted from your account value causes your net account value to become zero or less, you may enter the Grace Period (see Grace Period).

FULL SURRENDERS

You may surrender your policy after the right to examine period or at any time before the death of the insured and receive the net cash surrender value. We will compute the net cash surrender value as of the valuation date we receive both your request and the policy at our Customer Service Center. This policy will be canceled as of the date we receive your request, and there will be no further benefits under this policy. Once you surrender this policy, it cannot be reinstated.

V00025140018

2514(VUL)-9/04 18

GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD

On a monthly processing date, if the net account value is zero or less, the policy will enter into a 61-day grace period:

During the grace period you must make the required premium payment then due to keep the policy in force. If this amount is not received in full by the end of the grace period, the policy will lapse without value. The required premium payment will be equal to past due charges plus an amount we expect to be sufficient to keep the policy and any riders in force for 2 months following receipt of the required premium payment. If we receive at least the required premium payment during the grace period we will apply the net premium payment to the policy and make deductions for the past due amounts.

Notice of the amount of the required premium payment will be mailed to you and any assignee at the last known address at least 30 days before the end of the grace period.

If the death of the insured occurs during the grace period, we will deduct any overdue monthly charges from the death proceeds of the policy.

TERMINATION

All coverage provided by this policy will end as of the earliest of:

(a) The date the policy is surrendered;

(b) The date of the insured's death; or

(c) The date the grace period ends without payment of the required premium.

REINSTATEMENT

The policy and certain riders may be reinstated within five years after the beginning of the grace period. The reinstatement will be effective as of the monthly processing date on or next following the date we approve your written application for reinstatement.

We will reinstate the policy and any riders if the following conditions are met:

(a) You have not surrendered the policy for its net cash surrender value;

(b) You submit evidence satisfactory to us that the insured and those insured under any riders are still insurable according to our normal rules of underwriting for the applicable underwriting class for this type of policy; and

(c) We receive payment of the amount of premium sufficient to keep the policy and any riders in force from the beginning of the grace period to the end of the expired grace period and for 2 months after the date of reinstatement. We will let you know at the time you request reinstatement, the amount of premium needed for this purpose.

The surrender charge as of the date of reinstatement will equal the surrender charge as of the beginning of the grace period.

We will reinstate any policy loan, with accrued loan interest to the end of the grace period, which existed when coverage ended.

Upon reinstatement, the net premium received minus past due amounts will be allocated to the divisions of the Separate Account and the Guaranteed Interest Division according to the premium allocation percentages in effect at the start of the grace period or as directed by you in writing at the time of reinstatement.

V00025140019

2514(VUL)-9/04 19

DEFERRAL OF PAYMENT

Requests for withdrawals, policy loans or payment of proceeds for a full surrender will be mailed within 7 days of receipt of the request in a form acceptable to us. However, we may postpone the processing of any such Separate Account transactions for any of the following reasons:

(a) The NYSE is closed, other than customary weekend and holiday closings.

(b) Trading on the NYSE is restricted by the SEC.

(c) The SEC declares that an emergency exists as a result of which disposal of securities in the Separate Account is not reasonably practicable to determine your account value in the divisions.

(d) A governmental body having jurisdiction over the Separate Account by order permits such suspension.

Rules and regulations of the SEC, if any, are applicable and will govern as to whether conditions described in (b), (c), or (d) exist.

Death proceeds will be paid within 7 days of determination of the proceeds and are not subject to deferment. We may defer for up to 6 months payment of any surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest Division.

GENERAL POLICY PROVISIONS

THE POLICY

The policy, including the original application and applications for any increases, decreases, riders, endorsements, any Schedule pages, and any reinstatement applications make up the entire contract between you and us. A copy of the original application will be attached to the policy at issue or at delivery. A copy of any application as well as a new Schedule will be attached or furnished to you for attachment to the policy at the time of any change in coverage. In the absence of fraud, all statements made in any application will be considered representations and not warranties. No statement will be used to deny a claim unless it is in an application.

CONTRACT CHANGES

All changes made by us must be signed by our president or an officer and by our secretary or assistant secretary. No other persons can change any of this policy's terms and conditions.

AGE

The policy is issued at the age shown in the Schedule. This is the insured's age on the birthday nearest to the policy date. The insured's age at any time is the age shown in the Schedule increased by the number of completed policy years.

PROCEDURES

We must receive any election, designation, assignment or any other change request you make in writing, except those specified on the application. It must be in a form acceptable to us. We may require a return of the policy for any change or for a full surrender. We are not liable for any action we take before we receive and record the written request at our Customer Service Center.

V00025140020

2514(VUL)-9/04 20

In the event of the death of the insured, please let us or our agent/registered representative know as soon as possible. Upon notification to us or our agent/registered representative, instructions will promptly be sent to you or the beneficiary. We may require proof of age and a certified copy of the death certificate. We may require the beneficiary and next of kin to sign authorizations as part of due proof. These authorization forms allow us to obtain information about the decedent, including, but not limited to, medical records of physicians and hospitals used by the decedent. Settlement will be made upon receipt of due proof of death.

OWNERSHIP

The original owner is the person or entity named as the owner in the application. You, as the owner, can exercise all rights and receive the benefits until the insured's death. This includes the right to change the owner, beneficiaries, and methods for the payment of proceeds. All rights of the owner are subject to the rights of any assignee and any irrevocable beneficiary.

You may name a new owner by sending written notice to us. The effective date of the change to the new owner will be the date you sign the notice. The change will not affect any payment made or action taken by us before we record the change at our Customer Service Center.

BENEFICIARIES

The primary beneficiary surviving the insured's death will receive any death proceeds which become payable. Surviving contingent beneficiaries are paid death proceeds only if no primary beneficiary has survived the insured's death. If more than one beneficiary in a class survives the insured's death, they will share the death proceeds equally, unless your designation provides otherwise. If there is no designated beneficiary surviving, you or your estate will be paid the death proceeds. The beneficiary designation will be on file with us or at a location designated by us. Until the insured's death, you may name a new beneficiary. The effective date of the change will be the date the request was signed. We will pay proceeds to the most recent beneficiary designation on file. We will not be subject to multiple payments.

CHANGE RIGHT

If, for any reason within the first 2 policy years you no longer want a policy in which values vary with the investment experience of the Separate Account, we will change this policy. The change will be implemented by transferring your account value in all the divisions of the Separate Account into the Guaranteed Interest Division and removing your future right to choose to allocate funds to the divisions of the Separate Account.

COLLATERAL ASSIGNMENT

You may assign this policy as collateral security by written notice to us. Once it is recorded with us, the rights of the owner and beneficiary are subject to the assignment. It is your responsibility to make sure the assignment is valid.

INCONTESTABILITY

After this policy has been in force while the insured is alive for 2 years from the policy date, we will not contest the statements in the application attached at issue.

After this policy has been in force while the insured is alive for 2 years from the effective date of any new segment or from the effective date of an increase in any other benefit, we will not contest the statements in the application for the new segment or other increase.

After this policy has been in force while the insured is alive for 2 years from the effective date of any reinstatement, we will not contest the statements in the application for such reinstatement.

V00025140021

2514(VUL)-9/04 21

MISSTATEMENT OF AGE OR GENDER

If the insured's age or gender has been misstated, the death benefit will be adjusted. Notwithstanding the Incontestability provision above, the death benefit will be that which the cost of insurance which was deducted from your account value on the last monthly processing date prior to the death of the insured would have purchased for the insured's correct age and gender.

RECLASSIFICATION OF SMOKER AND/OR TOBACCO USE STATUS

If there is a change in the insured's smoking and/or tobacco use habits during the time this policy is in force, you may apply for a reclassification of the insured's premium rate class by sending a written request to us at our Customer Service Center. This policy must have been in force for one year from the earlier of its issue date or policy date before any such request may be made. Any reclassification will be based upon our general underwriting rules in effect at the time your request is submitted, and may include criteria other than smoking and/or tobacco use status. The insured may be required to undergo a new medical examination prior to any such reclassification. Our definitions of smoker and/or tobacco use at that time may also be different than our definitions at the time this policy was issued. This policy's CONTESTABILITY and SUICIDE provisions will not begin again upon the insured's reclassification.

SUICIDE EXCLUSION

If the insured commits suicide, while sane or insane, within 2 years of the policy date, we will make a limited payment to the beneficiary. We will pay in one sum the amount of all premiums paid to us during that time, minus any outstanding policy loan (including accrued but unpaid interest) and partial withdrawals. Coverage under the policy and all riders will then terminate.

If the insured commits suicide, while sane or insane, within 2 years of the effective date of a new segment or of an increase in any other benefit, we will make a limited payment to the beneficiary for the new segment or other increase. This payment will equal the cost of insurance and any applicable monthly expense charges deducted for such increase. Coverage under that segment will then terminate.

PERIODIC REPORTS

We will send you, without charge, at least once each year a report that shows the current account value, cash surrender value and premiums paid since the last report. The report will also show the allocation of your account value as of the date of the report and the amounts added to or deducted from your account value of each division since the last report. The report will include any other information that may be currently required by the insurance supervisory official of the jurisdiction in which this policy is delivered.

ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written request, a hypothetical illustration of future death benefits and account values. This illustration will include the information as required by the laws or regulations where this policy is delivered. If you request more than one illustration during a policy year, we reserve the right to charge a reasonable fee for each additional illustration. The maximum amount of this fee is shown in the Schedule.

NONPARTICIPATING

The policy does not participate in our surplus earnings.

CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule. Unless otherwise provided in this policy or you are otherwise notified:

(a) All requests and payments should be sent to us at our Customer Service Center; and

(b) All transactions are effective as of the valuation date the required information is received at our Customer Service Center.

V00025140022

2514(VUL)-9/04 22

PAYOUTS OTHER THAN AS ONE SUM

ELECTION

Before the insured's death, you may elect to have the beneficiary receive the proceeds other than in one lump sum. If you have not made an election, the beneficiary may do so within 60 days after we receive due proof satisfactory to us of the insured's death. You may also elect to take the net cash surrender value of the policy upon its surrender other than in one lump sum. Satisfactory written request must be received at our Customer Service Center before payment can be made. A payee that is not a natural person may not be named without our consent. The various methods of settlement are described in the following Payout Options section.

PAYOUT OPTIONS

OPTION I. Payouts for a Designated Period. Payouts will be made in annual, semi-annual, quarterly or monthly installments per year as elected for a designated period, which may be 5 to 30 years. The installment dollar amounts will be equal except for any excess interest as described below. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table I.

OPTION II. Life Income With Payouts for Designated Period. Payouts will be made in annual, semi-annual, quarterly or monthly installments per year throughout the payee's lifetime, or if longer, for a period of 5, 10, 15 or 20 years as elected. The installment dollar amounts will be equal except for any excess interest, as described below. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table II. This option is available only for ages shown in the table.

Payouts for Payout Option II will be determined by using the 2000 Individual Annuity Mortality Table for the appropriate gender at 1.5% interest.

OPTION III. Hold at Interest. Amounts may be left on deposit with us to be paid upon the death of the payee or at any earlier date elected. Interest on any unpaid balance will be at the rate declared by us or at any higher rate required by law. Interest may be accumulated or paid in 1, 2, 4, or 12 installments per year, as elected. Money may not be left on deposit for more than 30 years.

OPTION IV. Payouts of a Designated Amount. Payouts will be made until proceeds, together with interest, which will be at the rate declared by us or at any higher rate required by law, are exhausted. Payouts will be made in annual, semi-annual, quarterly or monthly equal installments per year, as elected.

OPTION V. Other. Settlement may be made in any other manner as agreed upon in writing between you (or the beneficiary) and us.

CHANGE AND WITHDRAWAL

You may change any payout election at any time before the insured's death. If you have given the beneficiary the right to make changes or withdrawals, or if the beneficiary has elected the option, the beneficiary (as primary payee) may take the actions below.

(a) Changes may be made from Payout Options I, III, and IV to another option.

(b) Full withdrawals may be made under Payout Option III or IV. Partial withdrawals of not less than $300 may be made under Payout Option III.

(c) Remaining installments under Payout Option I may be commuted at 3% interest and received in one sum.

(d) Changes in any contingent payee designation may be made.

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2514(VUL)-9/04 23

A written request must be sent to our Customer Service Center to make a change or withdrawal. We also may require that you send in the supplementary policy. We may defer payment of commuted and withdrawable amounts for a period up to 6 months.

EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above that guaranteed, it will apply to Payout Options I, II, III, and IV. The crediting of excess interest for one period does not guarantee the higher rate for other periods.

MINIMUM AMOUNTS

The minimum amount which may be applied under any option is $2,000. If the payments to the payee are ever less than $20, we may change the frequency of payments so as to result in payments of at least that amount.

SUPPLEMENTARY POLICY

When a payout option becomes effective, the policy will be surrendered in exchange for a supplementary policy. It will provide for the manner of settlement and rights of the payees. The supplementary policy's effective date will be the date of the insured's death or the date of other settlement. The first payment under Options I, II, and IV will be payable as of the effective date. The first interest payment under Option III will be made as of the end of the interest payment period elected. Subsequent payments will be made in accordance with the frequency of payment elected. The supplementary policy may not be assigned or payments made to another without our consent.

INCOME PROTECTION

Unless otherwise provided in the election, a payee does not have the right to commute, transfer or encumber amounts held or installments to become payable. To the extent provided by law, the proceeds, amount retained, and installments are not subject to any payee's debts, policies, or engagements.

DEATH OF PRIMARY PAYEE

Upon the primary payee's death, any payments certain under Option I or II, interest payments under Option III, or payments under Option IV will be continued to the contingent payee, or, amounts may be released in one sum if permitted by the policy. The final payee will be the estate of the last to die of the primary payee and any contingent payee.

PAYMENTS OTHER THAN MONTHLY

The tables that follow show monthly installments for Options I and II. To arrive at annual, semiannual, or quarterly payments, multiply the appropriate figures by 11.813, 5.957 or 2.991 respectively. Factors for other periods certain or for other options that may be provided by mutual agreement will be provided upon reasonable request.

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2514(VUL)-9/04 24

SETTLEMENT OPTION TABLES

SETTLEMENT OPTION TABLE I

(Per $1,000 of Net Proceeds)

No. of Years Payable	Monthly Installments	No. of Years Payable	Monthly Installments
1	$83.90	16	$5.85
2	$42.26	17	$5.55
3	$28.39	18	$5.27
4	$21.45	19	$5.03
5	$17.28	20	$4.81
6	$14.51	21	$4.62
7	$12.53	22	$4.44
8	$11.04	23	$4.28
9	$9.89	24	$4.13
10	$8.96	25	$3.99
11	$8.21	26	$3.86
12	$7.58	27	$3.75
13	$7.05	28	$3.64
14	$6.59	29	$3.54
15	$6.20	30	$3.44

These monthly income factors are based on an interest rate of 1.5% per year.

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2514(VUL)-0/04                                                             25

SETTLEMENT OPTION TABLE II

Female

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain
15	1.92	1.92	1.92	1.92	41	2.57	2.56	2.56	2.55
16	1.94	1.94	1.94	1.94	42	2.61	2.60	2.60	2.59
17	1.95	1.95	1.95	1.95	43	2.65	2.64	2.64	2.63
18	1.97	1.97	1.97	1.97	44	2.69	2.69	2.68	2.67
19	1.99	1.99	1.99	1.99	45	2.74	2.73	2.73	2.71
20	2.01	2.01	2.01	2.00	46	2.79	2.78	2.77	2.76
21	2.02	2.02	2.02	2.02	47	2.84	2.83	2.82	2.80
22	2.04	2.04	2.04	2.04	48	2.89	2.88	2.87	2.85
23	2.06	2.06	2.06	2.06	49	2.94	2.94	2.92	2.90
24	2.08	2.08	2.08	2.08	50	3.00	2.99	2.98	2.95
25	2.10	2.10	2.10	2.10	51	3.06	3.05	3.03	3.00
26	2.13	2.12	2.12	2.12	52	3.12	3.11	3.09	3.06
27	2.15	2.15	2.15	2.14	53	3.19	3.18	3.16	3.12
28	2.17	2.17	2.17	2.17	54	3.26	3.25	3.22	3.18
29	2.19	2.19	2.19	2.19	55	3.33	3.32	3.29	3.24
30	2.22	2.22	2.22	2.21	56	3.41	3.39	3.36	3.30
31	2.25	2.24	2.24	2.24	57	3.49	3.47	3.43	3.37
32	2.27	2.27	2.27	2.27	58	3.58	3.56	3.51	3.44
33	2.30	2.30	2.30	2.29	59	3.67	3.65	3.59	3.51
34	2.33	2.33	2.32	2.32	60	3.77	3.74	3.68	3.58
35	2.36	2.36	2.35	2.35	61	3.87	3.84	3.77	3.66
36	2.39	2.39	2.39	2.38	62	3.98	3.94	3.86	3.73
37	2.42	2.42	2.42	2.41	63	4.10	4.05	3.96	3.81
38	2.46	2.45	2.45	2.44	64	4.22	4.16	4.06	3.88
39	2.49	2.49	2.49	2.48	65	4.35	4.29	4.16	3.96
40	2.53	2.53	2.52	2.51	66	4.49	4.42	4.27	4.04

Rates for ages not shown will be furnished upon request.

These monthly income factors are based on the 2000 Individual Annuitant Mortality Table and interest at the rate of 1.5% per year.

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2514(VUL)-9/04 26

SETTLEMENT OPTION TABLE II/Female

(Continued)

(Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain
67	4.64	4.55	4.38	4.11
68	4.80	4.69	4.49	4.19
69	4.97	4.85	4.61	4.26
70	5.15	5.00	4.73	4.33
71	5.35	5.17	4.85	4.39
72	5.56	5.35	4.97	4.45
73	5.78	5.53	5.09	4.51
74	6.03	5.72	5.20	4.56
75	6.28	5.92	5.31	4.604.60
76	6.56	6.12	5.42	4.64
77	6.85	6.32	5.52	4.68
78	7.17	6.53	5.62	4.70
79	7.50	6.74	5.70	4.73
80	7.86	6.95	5.78	4.75
81	8.23	7.15	5.85	4.76
82	8.63	7.35	5.91	4.78
83	9.04	7.54	5.97	4.79
84	9.47	7.71	6.01	4.80
85	9.91	7.88	6.05	4.80
86	10.36	8.03	6.08	4.81
87	10.82	8.17	6.11	4.81
88	11.28	8.29	6.13	4.81
89	11.73	8.40	6.15	4.81
90	12.17	8.50	6.16	4.81

Rates for ages not shown will be furnished upon request.

These monthly income factors are based on the 2000 Individual Annuitant Mortality Table and interest at the rate of 1.5% per year.

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2514(VUL)-9/04 27

SETTLEMENT OPTION TABLE II

Male

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain
15	1.99	1.99	1.99	1.99	41	2.73	2.73	2.72	2.70
16	2.01	2.01	2.01	2.01	42	2.78	2.78	2.76	2.74
17	2.03	2.03	2.03	2.03	43	2.83	2.82	2.81	2.79
18	2.05	2.05	2.05	2.04	44	2.88	2.87	2.86	2.83
19	2.07	2.07	2.07	2.06	45	2.94	2.93	2.91	2.88
20	2.09	2.09	2.09	2.08	46	2.99	2.98	2.96	2.93
21	2.11	2.11	2.11	2.10	47	3.05	3.04	3.02	2.98
22	2.13	2.13	2.13	2.12	48	3.11	3.10	3.07	3.03
23	2.15	2.15	2.15	2.15	49	3.18	3.16	3.13	3.09
24	2.17	2.17	2.17	2.17	50	3.24	3.22	3.19	3.14
25	2.20	2.20	2.19	2.19	51	3.31	3.29	3.26	3.20
26	2.22	2.22	2.22	2.22	52	3.39	3.36	3.32	3.26
27	2.25	2.25	2.24	2.24	53	3.47	3.44	3.39	3.32
28	2.27	2.27	2.27	2.27	54	3.55	3.52	3.47	3.39
29	2.30	2.30	2.30	2.29	55	3.63	3.60	3.54	3.45
30	2.33	2.33	2.33	2.32	56	3.73	3.68	3.62	3.52
31	2.36	2.36	2.35	2.35	57	3.82	3.77	3.70	3.58
32	2.39	2.39	2.38	2.38	58	3.92	3.87	3.79	3.65
33	2.42	2.42	2.42	2.41	59	4.03	3.97	3.87	3.72
34	2.46	2.45	2.45	2.44	60	4.15	4.08	3.97	3.79
35	2.49	2.49	2.48	2.47	61	4.27	4.19	4.06	3.86
36	2.53	2.52	2.52	2.51	62	4.40	4.30	4.16	3.93
37	2.56	2.56	2.56	2.54	63	4.54	4.43	4.26	4.01
38	2.60	2.60	2.59	2.58	64	4.69	4.56	4.36	4.07
39	2.65	2.64	2.63	2.62	65	4.85	4.69	4.46	4.14
40	2.69	2.68	2.68	2.66

Rates for ages not shown will be furnished upon request.

These monthly income factors are based on the 2000 Individual Annuitant Mortality Table and interest at the rate of 1.5% per year.

V00025140028

2514(VUL)-9/04 28

SETTLEMENT OPTION TABLE II/Male

(Continued)

(Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain
66	4.98	4.83	4.57	4.21
67	5.15	4.98	4.68	4.27
68	5.34	5.13	4.78	4.33
69	5.53	5.29	4.89	4.39
70	5.74	5.45	5.00	4.45
71	5.95	5.62	5.10	4.50
72	6.18	5.80	5.21	4.54
73	6.42	5.97	5.31	4.58
74	6.68	6.15	5.40	4.62
75	6.95	6.33	5.49	4.66
76	7.23	6.52	5.58	4.68
77	7.53	6.70	5.66	4.71
78	7.85	6.88	5.73	4.73
79	8.17	7.06	5.80	4.75
80	8.52	7.24	5.86	4.76
81	8.87	7.41	5.92	4.78
82	9.24	7.57	5.97	4.79
83	9.62	7.73	6.01	4.80
84	10.01	7.88	6.05	4.80
85	10.41	8.02	6.08	4.81
86	10.81	8.14	6.10	4.81
87	11.22	8.26	6.13	4.81
88	11.63	8.37	6.14	4.81
89	12.04	8.47	6.16	4.81
90	12.45	8.55	6.17	4.81

Rates for ages not shown will be furnished upon request.

These monthly income factors are based on the 2000 Individual Annuitant Mortality Table and interest at the rate of 1.5% per year.

V00025140029

2514(VUL)-9/04 29

This policy is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY,

This is a NON-PARTICIPATING policy.

Death benefits and other values provided by this contract, when based on the investment experience of the Separate Account, are variable. These values may increase or decrease based on investment experience of the divisions of the Separate Account and are not guaranteed as to a fixed dollar amount. Death benefits are payable by us upon the death of the insured. There is no maturity date. Flexible premiums are payable by you during the lifetime of the insured until the policy anniversary nearest the insured's 100^th birth date.

To obtain information or make a complaint, contact

Security Life of Denver Insurance Company

Customer Service Center

P.O. Box 5065

Minot, ND 58702-5065

Toll Free Number: 1-877-253-5050

SECURITY LIFE OF DENVER INSURANCE COMPANY

A Stock Company

V00025140030

2514(VUL)-9/04

EX-2

Exhibit 26(d)(2): Adjustable Term Insurance Rider Form (Form No. R2026-9/04)

ADJUSTABLE TERM INSURANCE RIDER

This rider is a part of the policy to which it is attached if this rider is shown in the Schedule. This rider must be read with all policy provisions. This rider does not participate in our surplus earnings. The insured under this rider is listed in the Schedule. This rider has no loan value. There is no surrender charge applicable to this rider. The rider effective date is the policy date or, if added later, the monthly processing date on or next following the date your application for this rider is approved by us. The owner of the policy is the owner of this rider.

THE DEATH BENEFIT. Subject to this rider's terms, we will pay the term death benefit in force on the date of the insured's death. This benefit is payable to the beneficiary.

The amount of term death benefit is the difference between the total death benefit and the base death benefit provided in the policy. Total death benefit depends on which death benefit option is in effect.

Option 1: If option 1 is in effect, the total death benefit is the greater of

1. The target death benefit; or

The account value multiplied by the appropriate factor from the Death Benefit Factors described in the Schedule.

Option 2: If option 2 is in effect, the total death benefit is the greater of:

1. The target death benefit plus the account value; or

The account value multiplied by the appropriate factor from the Death Benefit Factors described in the Schedule.

Option 3: If option 3 is in effect, the total death benefit is the greater of:

1. The target death benefit plus premiums received less partial withdrawals; or

The account value multiplied by the appropriate factor from the Death Benefit Factors described in the Schedule.

In no event will the term death benefit be less than zero while the policy is in force. It is also not increased or decreased by policy loan activity.

In your application for this rider you may request a pattern of increasing or decreasing target death benefits. The actual target death benefit is subject to our approval.

The target death benefit is shown in the Schedule attached to your policy. It may be a constant amount or it may change at the beginning of a policy year. The target death benefit may be reduced if there is a partial withdrawal. If a partial withdrawal reduces the stated death benefit, the target death benefit for the current year and all future years will be reduced by an amount equal to the reduction in the stated death benefit. You will receive a new Schedule reflecting the new target death benefit. See your policy for details. The stated death benefit is defined in your policy.

Any requested decreases in the stated death benefit in the policy will cancel any future scheduled increases in the target death benefit. We may choose not to cancel these increases upon submission of evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the current premium class.

V000R20260001

R2026-9/04

COST OF INSURANCE. The cost of insurance for this rider is determined on a monthly basis. The cost is added to the policy's monthly deduction from the account value as of each monthly processing date until this rider terminates. The cost of insurance rates will be determined by us from time to time and may differ from the cost of insurance rates applicable to the base policy coverage segments. The Company will refer to the issue age, gender and premium class of the insured as of the rider effective date as well as the duration since the rider effective date in applying its current rates for each insured. The cost of insurance for this rider is calculated as the monthly cost of insurance rate for this rider multiplied by the death benefit (in thousands) for this rider. The monthly guaranteed maximum cost of insurance rates per $1,000 for this rider are shown in the Schedule on the applicable table of guaranteed rates attached to your policy.

INCONTESTABILITY. After this rider has been in force while the insured is alive for two years from the rider effective date, we will not contest the statements in the application for this rider attached at the time the rider is issued.

After this rider has been in force while the insured is alive for two years from the effective date of any applied-for increase in the amount of insurance, we will not contest the statements in the application for the increase.

After this rider has been in force while the insured is alive for two years from the effective date of any reinstatement of this rider, we will not contest the statements in the application for such reinstatement of this rider.

SUICIDE EXCLUSION. If the policy terminates for suicide, this rider will then terminate without value.

If the insured commits suicide, while sane or insane, within two years of the rider effective date, we will terminate this rider and make a limited payment to the beneficiary for the rider. We will pay in one lump sum the amount of the cost of insurance for this rider which was deducted from the policy.

If the insured commits suicide, while sane or insane, within two years of the effective date of an applied-for increase, we will terminate the increase and pay the cost of insurance associated with the increase.

MISSTATEMENT OF AGE OR GENDER. If the insured's age or gender has been misstated, the death benefit will be adjusted . Notwithstanding the Incontestability provision above, the death benefit will be that which the cost of insurance which was deducted from the policy value on the last monthly processing date prior to the death of the insured would have purchased for the insured's correct age and gender.

CHANGE IN AMOUNT OF COVERAGE. You may request that the target death benefit be increased or decreased by sending a written request to our Customer Service Center.A supplemental Schedule will be issued for any change in coverage.

Decreases in Amount of Coverage. Decreases are not allowed before the first rider anniversary. You may decrease the target death benefit only once each policy year. Any decrease in coverage may not be for an amount less than $1,000. Any requested decrease in target death benefit is subject to our approval. Our approval may be conditioned on eliminating any future increases to the target death benefit that are shown in the Schedule. A decrease in coverage will be effective as of the monthly processing date immediately following the date your written request is accepted by us. Any decrease in the total death benefit will first reduce adjustable term insurance before stated death benefit is reduced.

V000R20260002

R2026-9/04 2

Increases in Amount of Coverage. You may request an increase in the target death benefit after the first monthly processing date following this rider's effective date through attained age 85 (age 75 when the policy is issued as part of a group or sponsored plan. Any increase in coverage may not be for an amount less than $1,000. Any request for an increased death benefit will automatically be an increase to the stated death benefit as well as to the target death benefit unless you specifically request an increase only to the target death benefit. You may increase the target death benefit only once each policy year.

Any request for an increase of coverage must be applied for on a supplemental application. The increase is subject to evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the current premium class for this type of rider.

An increase in coverage will be effective as of the monthly processing date immediately following the date your written request is accepted by us.

TERMINATION. This rider will terminate on the earliest of:

a) The date the policy is surrendered or terminated;

b) The date the grace period ends without payment of the required premium;

c) The monthly processing date immediately following the date your written request to cancel this rider is received by us; or

d) The policy anniversary nearest the insured's 100th birth date.

Any deduction for the cost of insurance after termination of this rider will not be considered a reinstatement of this rider nor a waiver by us of the termination. Any such deduction will be credited to the account value of the policy as of the date of the deduction.

REINSTATEMENT. If you reinstate your policy under the Reinstatement provision in the policy, this rider will be reinstated.

Signed for the company at Denver, Colorado

SECURITY LIFE OF DENVER INSURANCE COMPANY

/s/ Mark A. Tullis	/s/ Paula Cludray-Engelke
President	Secretary
V000R20260003
R2026-9/04 3

EX-3

Exhibit 26(d)(6): Guaranteed Death Benefit Rider (Form No. R2025-4/04)

GUARANTEED DEATH BENEFIT RIDER

This rider is a part of the policy to which it is attached if this rider is shown in the Schedule. This rider must be read with all policy provisions. The owner of the policy is the owner of this rider.

The effective date of this rider is the policy date.

GUARANTEED DEATH BENEFIT

If you elect an optional Guaranteed Death Benefit Rider, your policy will not terminate during the guarantee period you select even if the net account value is zero except as provided below. If an Adjustable Term Insurance Rider is attached to your policy, it also will not terminate during the guarantee period even if the net account value is zero except as provided below. All other riders will terminate when your policy is kept in force under this guarantee.

The Guaranteed Death Benefit Rider may not be available in conjunction with certain other policy features and/or benefits, including policies issued for certain rate classes and policies where death benefit Option 3 has been selected.

Guarantee Period

The guaranteed death benefit period will terminate on the earlier of the guarantee period expiration date, as shown in the Schedule, or on any monthly processing date when:

a) The sum of the actual premiums paid, minus the amount of any partial withdrawals and any policy loan including accrued but unpaid interest, is less than the sum of the guarantee period monthly premiums to the next monthly processing date; or

b) Your account value is not diversified according to the requirements described below.

Guarantee Period Monthly Premium

The guarantee period monthly premium equals 1/12th of the guarantee period annual premium as shown in the Schedule. We use the guarantee period annual premium for each policy year until the effective date of a change. The guarantee period annual premium may be affected by changes in the stated death benefit, by death benefit option changes and by changes in the target death benefit, if any. If there is a change, a new Schedule will show the new guarantee period annual premium that will apply from the date of the change.

Diversification Requirements

The guarantee period will terminate if your account value, on any monthly processing date, is not diversified according to the following rules:

a) No more than 35% of your net account value may be invested in any one division; and

b) Your net account value must be invested in at least 5 divisions.

If you are participating in the automatic rebalancing program or dollar cost averaging program as defined in and governed by the policy prospectus on the policy date, you will satisfy these diversification requirements if: (i) your automatic rebalancing allocations comply with the diversification requirements specified above; or (ii) you direct your dollar cost averaging transfers into at least four other divisions with no more than 35% of any transfer being to any one division.

V000R2025FL01V000R20250001

R2025-FL-4/04 Page 1

Guaranteed Death Benefit Charge

There is a charge for the Guaranteed Death Benefit Rider. The charge is assessed on each monthly processing date during the guaranteed death benefit period. This charge is based on a rate which varies depending on the issue age of the insured person. The rate applicable to you will be shown in the Schedule.

The amount of the Guaranteed Death Benefit Rider charge is determined by dividing the amount of guaranteed coverage by 1,000 and multiplying the result by the rate shown in the Schedule. The amount of guaranteed coverage equals the greater of the Stated Death Benefit or the Target Death Benefit, minus your Account Value.

Notice

If on any monthly processing date, the guarantee period monthly premium requirement or the diversification requirement is not met, we will send you notice of the premium required and/or the need to diversity your account value. If the required premium is not received or your account value is not properly diversified by the second monthly processing date following this notice, this benefit will terminate. Once the Guaranteed Death Benefit Rider terminates, it cannot be reinstated.

SECURITY LIFE OF DENVER INSURANCE COMPANY

/s/ Paula Cludray-Engelke

Secretary

V000R20250002

R2025-4/04 Page 2