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                                                                 EXHIBIT (10)(D)

   DESCRIPTION OF THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW
              YORK'S ISSUANCE, TRANSFER AND REDEMPTION PROCEDURES
                FOR VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                     PURSUANT TO RULE 6E-3(T)(B)(12)(III)
                    UNDER THE INVESTMENT COMPANY ACT OF 1940
                          PREPARED AS OF MAY 1, 2001

     Set forth below is the information called for under Rule 6e-
3(T)(b)(12)(iii) under the Investment Company Act of 1940 ("1940 Act").  That
rule provides an exemption for separate accounts, their investment advisers,
principal underwriters and sponsoring insurance companies from Sections 22(c),
22(d), 22(e), and 27(c)( 1) of the 1940 Act, and Rule 22(c)-1 promulgated
thereunder, for issuance, transfer and redemption procedures under flexible
premium variable life insurance policies to the extent necessary to comply with
Rule 6e-3(T), state administrative law or established administrative procedures
of the life insurance company.  In order to qualify for the exemption,
procedures must be reasonable, fair and not discriminatory and they must be
disclosed in the registration statement filed by the separate account.

     Net premiums received by The United States Life Insurance Company in the
City of New York ("USL") under its flexible premium variable universal life
insurance policies (the "Policies") are invested in Separate  Account USL VL-R
(the "Account") of USL.  The Account is registered under the 1940 Act.  Within
the Account are investment divisions.  New investment divisions may be added.
Procedures apply equally to each investment division and for purposes of this
description are defined in terms of the Account, except where a discussion of
both the Account and its investment divisions is necessary.  Each current
investment division invests in shares of a corresponding portfolio from among 41
funds (individually, a "Fund," and collectively, the "Funds"), each a "series"
type of mutual fund registered under the 1940 Act.  The investment experience of
the current investment divisions of the Account depends upon the market
performance of the corresponding Fund portfolios.  Although the Policies may
also provide for fixed benefits supported by USL's General Account, except as
otherwise explicitly stated herein, this description assumes that net premiums
are allocated exclusively to the Account and that all transactions involve only
the investment divisions of the Account.

     USL believes its procedures meet the requirements of Rule 6e-
3(T)(b)(12)(iii) and states the following:

     1.   Because of the insurance nature of the Policies and due to the
requirements of state insurance laws, the procedures necessarily differ in
significant respects from procedures for mutual funds and contractual plans for
which the 1940 Act was designed.

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     2.   In structuring its procedures to comply with Rule 6e-3(T) and state
insurance laws, USL has attempted to comply with the intent of the 1940 Act to
the extent deemed feasible.

     3.   In general, state insurance laws require that USL's procedures be
reasonable, fair and not discriminatory.

     4.   Because of the nature of the insurance product, it is often difficult
to determine precisely when USL's procedures deviate from those required under
Sections 22(c), 22(d), 22(e) or 27(c)(1) of the 1940 Act or Rule 22c-1
thereunder.  Accordingly, set out below is a summary of the principal policy
provisions and procedures which may be deemed to constitute, either directly or
indirectly, such a deviation.  The summary, while extensive, does not attempt to
treat each and every procedure or variation which might occur and does include
certain procedural steps which do not constitute deviations from the above-cited
sections or rule.

I.   "PUBLIC OFFERING PRICE":  PURCHASE AND RELATED TRANSACTIONS --SECTION 22(d)
AND RULE 22c-1

     This section outlines those principal Policy provisions and administrative
procedures which might be deemed to constitute, either directly or indirectly, a
"purchase" transaction.  Because of the insurance nature of the Policies, the
procedures involved necessarily differ in certain significant respects from the
purchase procedures for mutual funds and contractual plans.  The chief
differences revolve around the structure of the cost of insurance charges and
the insurance underwriting (i.e., evaluation of risk) process.  There are also
certain Policy provisions--such as reinstatement and loan repayment -- which do
not result in the issuance of a Policy but which require certain payments by the
Policy owner and involve a transfer of assets supporting the Policy reserve into
the Account.

     a.   INSURANCE CHARGES AND UNDERWRITING STANDARDS

     Cost of insurance charges for USL's Policies will not be the same for all
Policy owners.  The chief reason is that the principle of pooling and
distribution of mortality risks is based upon the assumption that each Policy
owner pays a cost of insurance charge commensurate with the insured's mortality
risk which is actuarially determined based upon factors such as age, sex and
risk class of the insured and the face amount size band of the Policy.  In the
context of life insurance, a uniform mortality charge (the "cost of insurance
charge") for all insureds would discriminate unfairly in favor of those insureds
representing greater mortality risks to the disadvantage of those representing
lesser risks.  Accordingly, although there will be a uniform "public offering
price" for all Policy owners, because premiums are flexible and amounts
allocated to the Account will be subject to the same charges as described
above), there will be a different "price" for each actuarial category of Policy
owners because different cost of insurance rates will apply.  The "price" will
also vary based on net amount at risk.  The Policies will be offered and sold
pursuant to this cost of insurance schedule and USL's underwriting standards and
in accordance with state insurance laws.  Such laws prohibit unfair
discrimination among insureds, but recognize that premiums must be based upon
factors such

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as age, sex, health and occupation. A table showing the maximum cost of
insurance charges will be delivered as part of the Policy.

     b.   APPLICATION AND INITIAL PREMIUM PROCESSING

     Upon receipt of a completed application from a prospective Policy owner,
USL will follow certain insurance underwriting (i.e., evaluation of risks)
procedures designed to determine whether the proposed insured is insurable.
This process may involve such verification procedures as medical examinations
and may require that further information be provided by the proposed Policy
owner before a determination can be made.  A Policy cannot be issued, i.e.,
physically issued through USL's computerized issue system, until this
underwriting procedure has been completed.

     The date as of which the application is approved and insurance coverage of
the proposed insured is effective is referred to as the "effective date".  The
effective date is the earlier of the date a Policy is actually issued ("issue
date") and the day USL receives the full initial premium.  The effective date
represents the first day of the Policy year and therefore determines the Policy
anniversary.  It marks the commencement of the variability of benefits, except
as noted below.  The initial net premium is allocated to the Account as of the
later of the effective date and the date USL receives the premium payment.  USL
has established a lockbox in Houston, Texas to receive premium payments.  The
lockbox process does not affect the timing of the effective date.  (There may be
occasions when USL has received the initial premium and the effective date has
been established, but other necessary documents have not been received.)  The
initial net premium is allocated to the Money Market division until the first
business day 15 days after the issue date, regardless of the Policy owner's
premium allocation instructions.  The issue date represents the commencement of
the suicide and contestability periods for purposes of the Policies.  The
effective date is the date when cost of insurance charges and other charges
start accruing even if they are collected at the issue date, if later.

     USL will require that the Policy is delivered within a specific delivery
period to protect itself against anti-selection by the prospective Policy owner
resulting from a determination of the health of the proposed insured.
Generally, the period will not exceed the shorter of 30 days from the date the
Policy is issued and 75 days from the date of Part 2 of the Application.

     c.   ANNIVERSARY AND PREMIUM PROCESSING

     At each monthly anniversary, USL will credit the unloaned portion of the
declared fixed interest account with any interest accrued on loan amounts during
the previous Policy month. Charges against the cash value for administrative
expenses,  additional benefits and cost of insurance charges will also be made.
These deductions cover the cost of the Policy for the next month.

     Net premiums are credited to the cash value as of the date the premium
payments are received by USL.  The initial net premium is allocated to the Money
Market division until 15 days after the issue date, regardless of the Policy
owner's premium allocation instructions. Net premiums

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are equal to the gross premiums minus deductions for applicable state and local
taxes and sales expenses.

     Premium payments may be made at any time and for any amount, within certain
limits. Premium payments may not be more than those allowed under the Internal
Revenue Code for the Policy to continue to qualify as life insurance.  USL makes
deductions from each premium for sales expenses (a percent of each premium paid
during any Policy year until total premiums for that Policy year equal the
target premium for the particular Policy) and for any applicable premium tax,
the amount of which varies from jurisdiction to jurisdiction.

     d.   REINSTATEMENT

     If the Policy has lapsed, it may be reinstated while the insured person is
alive if the Policy owner 1) requests reinstatement within 3 years from the end
of the grace period (some forms of the Policies are longer), 2) provides
satisfactory evidence of insurability and 3) makes a premium payment sufficient
to keep the Policy in force generally for at least 3 months after reinstatement.
The effective date of the reinstated Policy will be the beginning of the Policy
month which coincides with or next follows the date USL approves the
reinstatement application.  Upon reinstatement, the maximum surrender charge for
the Policy will be reduced by the amount of all surrender charges previously
imposed on the Policy, and for purposes of determining any future surrender
charges on the Policy, the Policy will be deemed to have been in effect since
the original effective date.  No previous indebtedness will be reinstated.

     e.   REPAYMENT OF LOAN

     A loan made under the Policy may be repaid with an amount equal to the
original loan plus loan interest.

     f.   CORRECTION OF MISSTATEMENT OF AGE OR SEX

     If USL discovers that the age or sex of the insured has been misstated, the
death benefit and any rider benefits will be those which would be purchased by
the most recent deduction for the cost of insurance and the cost of rider
benefits at the correct age and sex.

     g.   CONTESTABILITY

     The Policy is contestable for two years, measured from the issue date,
during the lifetime of the insured for material misstatements made in the
initial application for the Policy.  Policy changes (including Policy increases)
may be contested for two years after the effective date of the change, and a
reinstatement for two years after the effective date of the reinstatement.  No
statement will be used to contest a Policy unless it is contained in an
application.  USL may not be restricted by the foregoing time limitations in the
event of fraud.

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     h.   REDUCTION IN COST OF INSURANCE RATE CLASSIFICATION

     By administrative practice, USL will reduce the cost of insurance rate
classification for an outstanding Policy if new evidence of insurability
demonstrates that the Policy owner qualifies for a lower classification.  After
the reduced rating is determined, the Policy owner will pay a lower monthly cost
of insurance charge each month.

II.  "REDEMPTION PROCEDURES":  SURRENDER AND RELATED TRANSACTIONS

     This section will outline those procedures which differ in certain
significant respects from redemption procedures for mutual funds and contractual
plans.  USL's Policies provide for the payment of monies to a Policy owner or
beneficiary upon presentation of a Policy.  Generally, except for the payment of
death benefits, the imposition of cost of insurance, administrative and
transaction charges and the effects of the surrender charge, the payee will
receive a pro rata or proportionate share of the Account's assets within the
meaning of the 1940 Act in any transaction involving "redemption procedures."
The amount received by the payee will depend upon the particular benefit for
which the Policy is presented, including, for example, the cash surrender value
or death benefit. There are also certain Policy provisions -- such as partial
withdrawals and the loan privilege -- under which the Policy will not be
presented to USL but which will affect the Policy owner's benefits and may
involve a transfer of the assets supporting the Policy reserve out of the
Account.  Any combined transactions on the same day which counteract the effect
of each other will be allowed.  USL will assume the Policy owner is aware of the
conflicting nature of these transactions and desires their combined result.  In
addition, if a transaction is requested which USL will not allow (for example, a
request for a decrease in face amount which lowers the face amount below USL's
minimum) USL will reject the whole request and not just the portion which causes
the disallowance.  Policy owners will be informed of the rejection and will have
an opportunity to give new instructions.  Finally, state insurance laws may
require that certain requirements be met before USL is permitted to make
payments to the payee.

     a.   SURRENDER FOR CASH VALUES

     USL will pay the net cash surrender value within seven days after receipt,
at its Administrative Center, of the Policy and a signed request for surrender
in form satisfactory to USL. Computations with respect to the investment
experience of each investment division will be made at the close of trading on
the composite tape on each business day.  This will enable USL to pay a net cash
value on surrender as of the date a request for surrender and the Policy are
received based on the next computed value after a request is received.  The
surrender is effective on the date USL receives the request at its
Administrative Center and insurance coverage ends on that day.

     The cash value (which is equal to the cash surrender value plus any
applicable surrender charge) may increase or decrease from day to day depending
on the investment experience of the Account.  Calculation of the cash value for
any given day will reflect the actual premiums paid, expenses charged and
deductions taken.

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     If a Policy is totally surrendered USL will pay the Policy owner an amount
equal to the net cash surrender value of the Policy.  The net cash surrender
value of a Policy is equal to the cash surrender value of the Policy less the
amount of any outstanding Policy loan and accrued interest. The cash surrender
value of a Policy will equal the amount of the cash value less the surrender
charge.  USL will make the payment of net cash surrender value out of its
General Account and, at the same time, transfer assets from the Account to the
General Account in an amount equal to the Policy reserves in the Account for the
surrendered Policy, or the portion of the face amount that was reduced.

     In lieu of payment of the net cash surrender value in a single sum upon
surrender of a Policy, an election may be made to apply all or a portion of the
proceeds under one of the fixed benefit payment options then offered by USL.

     The Policy contains a partial withdrawal feature after the first Policy
year, subject to a minimum withdrawal amount and other conditions.  Any request
for a partial withdrawal must be in writing to USL's Administrative Center, and
will take effect as of the day it is received.  A partial withdrawal will reduce
the death benefit, cash value and cash surrender value associated with the
Policy by the amount of the withdrawal plus a charge for administrative expenses
associated with it.  The Policy after such a withdrawal must meet minimum face
amount requirements and must continue to qualify as life insurance under
applicable tax law.

     b.   DEATH CLAIMS

     USL will pay a death benefit to the beneficiary within seven days after
receipt, at its Administrative Center, of the Policy, due proof of death of the
insured, and all other requirements necessary to make payment./1/

     The death benefit payable will depend on the option in effect at the time
of death.  Under Option 1, the death benefit is the greater of the face amount
of insurance and a percentage multiple of the accumulation value.  Under Option
2, the death benefit is the greater of the face amount of insurance plus the
accumulation value and a percentage multiple of the accumulation value.  The
percentage referred to is the applicable percentage from the following table for
the insured person's age (as of his or her nearest birthday) at the beginning of
the Policy year of determination.

     The proceeds payable to the beneficiary will be adjusted to reflect any
outstanding indebtedness and any overdue monthly charges if death occurs during
the grace period described below under "Default and Options on Lapse."  The
proceeds payable on death also reflect interest from the date of death to the
date of payment.

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     /1/ State insurance laws impose various requirements, such as receipt of a
tax waiver, before payment of the death benefit may be made. In addition,
payment of the death benefit is subject to the provisions of the Policies
regarding suicide and incontestability.

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     USL will make payment of the death benefit out of its General Account, and
will transfer assets from the Account to the General Account in an amount equal
to the reserve for that Policy in the Account.  The excess, if any, of the death
benefit over the amount transferred will be paid out of the General Account
reserve maintained for that purpose.

     In lieu of payment of the death benefit in a single sum, a settlement
option may be selected as described immediately above with respect to cash
surrender values.

     c.   DEFAULT AND OPTIONS ON LAPSE

     The duration of insurance coverage depends upon the net cash surrender
value of a Policy being sufficient to cover the monthly charges.  If the net
cash surrender value at the beginning of a month is less than the charges for
that month, a grace period of 6l days will begin.  Written notice will be sent
to the Policy owner and any assignee on USL's records stating that such a grace
period has begun and giving the approximate amount of premium payment necessary
to cover three monthly deductions.  If this amount is not received during the
grace period, any amount of cash value will be withdrawn and applied to
applicable charges and the Policy will end without value.  If the insured should
die during the grace period, an amount sufficient to cover the overdue monthly
charges and other charges will be deducted from the death benefit.

     d.   POLICY LOAN

     USL's Policies provide that a Policy owner may take a loan of up to 100% of
the cash surrender value (with certain reductions based on the form of Policy)
upon assignment to USL of the Policy as sole security.  The cash surrender value
for this purpose will be that next computed after receipt, at USL's
Administrative Center, of a signed loan request.  Payment of the loan out of
USL's General Account will be made to the Policy owner within seven days after
such receipt.

     Interest on a loan accrues daily at an effective annual interest rate which
is adjusted annually.  A rate will be determined as of the beginning of each
Policy year and will apply to a new or outstanding loan during that Policy year.
The maximum annual loan interest rate for a Policy year will generally be no
greater than 4.50%.

     Loan interest is due on each Policy anniversary.  If not paid when due, it
is added to the existing indebtedness and bears interest at the loan rate.
Failure to repay a loan will not necessarily terminate the Policy.  If the net
cash surrender value of the Policy is not sufficient to cover the monthly
charges for the cost of insurance and administrative expenses, the Policy will
go into a 61-day grace period, as described above.

     e.   TRANSFERS AMONG DIVISIONS

     Amounts may be transferred, upon request, at any time from any investment
division of the Account to one or more other divisions of the Account.  The
minimum amount allowed for a

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transfer is the lesser of the minimum amount shown in a Policy (usually $500)
and the total value in the investment division. The first 12 transfers in any
Policy year are free of charge; however, USL may make a charge for additional
transfers in a Policy year of up to $25.

     Transfer charges, if any, will be subtracted equally among the divisions
from which transfers are made.

     Transfers from an investment division of the Account will take effect as of
the receipt of a request at USL's Administrative Center.

     f.   RIGHT OF WITHDRAWAL PROCEDURES

     The Policy provides that the Policy owner may cancel it by returning the
Policy along with a written request for cancellation to USL's Administrative
Center by 10 days after the Policy owner receives the Policy.  The Policy owner
will receive a refund equal to the premium payments made under the Policy, or
the premium plus (or minus) investment earnings.

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