ARTICLES OF MERGER
                               OF
       MIDWESTERN NATIONAL LIFE INSURANCE COMPANY OF OHIO
            (HEREINAFTER THE AMERGING CORPORATION@)

                              INTO

           STANDARD LIFE INSURANCE COMPANY OF INDIANA
           (HEREINAFTER THE ASURVIVING CORPORATION@)


In compliance with the requirements of the Indiana Business Corporation Law
(the  AAct@), the undersigned corporations desiring to effect a merger, set
forth the following facts:


                                 ARTICLE I

                           SURVIVING CORPORATION

SECTION 1.The name of the corporation surviving the merger is Standard Life
Insurance  Company of Indiana, an Indiana corporation and such name has not
been changed as a result of the merger.

SECTION 2.The  surviving  corporation  is  a  domestic corporation existing
pursuant to the provisions of the Act, incorporated on July 3, 1934.


                                ARTICLE II

                            MERGING CORPORATION

The name, state of incorporation and date of incorporation  of  the Merging
Corporation, which is a party to the merger, is as follows:

Name of Corporation:Midwestern National Life Insurance Company of Ohio

State of Domicile:Ohio

Date of Incorporation
under the Laws of the
State of Ohio:August 6, 1962
<PAGE>
                                ARTICLE III

                              PLAN OF MERGER


The Plan of Merger, containing such information as required by Indiana Code
Section 23-1-40-1(b), is set forth in Exhibit AA,@ attached hereto and made
a part hereof.

                                ARTICLE IV

                        MANNER OF ADOPTION AND VOTE

A.ACTION BY SURVIVING CORPORATION.

The  designation  of  each  class  of stock entitled to vote on the merger,
number of outstanding shares, number  of  votes  entitled  to  vote  on the
merger, the number of votes represented by the written consent of the  sole
shareholder of the Surviving Corporation, the number of votes cast in favor
of  the merger and the number of votes cast against the merger is set forth
below:

TOTALCOMMON

Designation of Voting Group, Common Stock,1,200,0001,200,000
no par value

Number of Outstanding Shares897,033897,033

Number of Votes Entitled To Be Cast897,033897,033

Number of Votes Represented by the Written Consent897,033897,033

Number of Shares Voted in Favor897,033897,033

Number of Shares Voted Against-  0 --  0  -

Unanimous  vote  after  waiver of notice of meeting was obtained by written
consent of the sole shareholder   of the Surviving Corporation at a Special
Meeting of the sole shareholder held on October 30, 1998.

B.ACTION BY FOREIGN MERGING CORPORATION.

The  designation  of each class of stock,  number  of  outstanding  shares,
number of votes entitled  to  vote  on  the  merger,  the  number  of votes
represented by the written consent of the sole

shareholder  of the Merging Corporation, the number of votes cast in  favor
of the merger  and the number of votes cast against the merger is set forth
below:

TOTAL COMMON

Designation of Voting Group, Common Stock,         11,765   11,765
$1.00 Par Value

Number of Outstanding Shares                        1,000   1,000

Number of Votes Entitled To Be Cast                 1,000   1,000

Number of Votes Represented by the Written Consent  1,000   1,000

Number of Shares Voted in Favor                     1,000   1,000

Number of Shares Voted Against                      -  0  - -  0  -

Unanimous vote after  waiver  of  notice of meeting was obtained by written
consent of the sole shareholder of  the  Merging  Corporation  at a Special
Meeting of the sole shareholder effective as of October 30, 1998.


                                 ARTICLE V

                              EFFECTIVE DATE

The effective date of the merger shall be December 31, 1998.






<PAGE>
IN WITNESS WHEREOF, the undersigned, being, respectively, the President and
Secretary  of  Standard  Life  Insurance Company of Indiana, execute  these
Articles of Merger and verifies,  subject to penalties of perjury, that the
statements contained herein are true, this ______ day of December, 1998.

___________________________________________________________
Raymond J. Ohlson, PresidentEdward T. Stahl, Secretary

State of ___________________ }
                }         ss:
County of _________________ }

Before me the undersigned, a Notary  Public  for  Marion  County,  State of
Indiana,  personally  appeared,  respectively  as  President and Secretary,
Raymond J. Ohlson and Edward T. Stahl, and acknowledged  the  execution  of
this instrument this _________ day of December, 1998.

(SEAL)______________________________
Carla J. James, Notary Public

My commission expires ____________________

IN WITNESS WHEREOF, the undersigned, being, respectively, the President and
Secretary  of  Midwestern  National Life Insurance Company of Ohio, execute
these Articles of Merger and  verifies,  subject  to  penalties of perjury,
that the statements contained herein are true, this ______ day of December,
1998.

___________________________________________________________
Edward T. Stahl, PresidentStephen M. Coons, Secretary

State of Indiana                          }
                }         ss:
County of Marion                       }

Before  me  the  undersigned, a Notary Public for Marion County,  State  of
Indiana, personally  appeared,  respectively  as  President  and Secretary,
Edward  T.  Stahl  and Stephen M. Coons, and acknowledged the execution  of
this instrument this ________ day of December, 1998.

(SEAL)______________________________
Carla J. James, Notary Public
My commission expires ____________________