AAL VARIABLE LIFE ACCOUNT I
485BPOS, 1999-04-22
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As Filed with the Securities and Exchange Commission on   April 22, 1999
    

Registration No. 333-31011  811-0829

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

                                    FORM S-6
                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2


   
                         Post-Effective Amendment No. 3
    



AAL VARIABLE LIFE ACCOUNT I
(Exact name of trust)

AID ASSOCIATION FOR LUTHERANS
(Name of depositor)

4321 North Ballard Road
Appleton, Wisconsin  54919-0001

Name and complete address of agent for service of process:

WOODROW E. ENO, ESQ.
SECRETARY AND GENERAL COUNSEL
AID ASSOCIATION FOR LUTHERANS
4321 North Ballard Road
Appleton, WI  54919-0001
(Name and Address of Agent for Service of Process)

Copy to:

   
Cheryl A. Johnson, ESQ.
    
QUARLES AND BRADY
411 E. Wisconsin Ave
Milwaukee, WI  53202-5325
(414) 277-5000


It is proposed that this filing will become effective:

     ___  on (date) pursuant to paragraph (a) of Rule 485

     ___  60 days after filing pursuant to paragraph (a) of Rule 485
   
     X    on April 22, 1999 pursuant to paragraph (b) of Rule 485

     ___  upon filing pursuant to paragraph (b) of Rule 485 this

     ___  post-effective  amendment  designates  a  new  effective  date  for  a
          previously filed post-effective amendment
    

Title and amount of securities being registered: Interests under variable life
insurance policies. Approximate Date of Proposed Public Offering: As soon as
practical  after the effective  date.  Pursuant to Rule 24f-2 of the  Investment
Company Act of 1940, the Registrant  elects to register an indefinite  number or
amount of its securities under the Securities Act of 1933




AAL VARIABLE LIFE ACCOUNT I

Prospectus

   
 May 1, 1999
    

for the Flexible Premium Variable Life Insurance Certificates

AAL Variable Universal Life



   
Aid Association for Lutherans  (AAL) is offering the flexible  premium  variable
life insurance  certificate  (the  certificate)  described in this prospectus to
persons who are eligible for membership in AAL.  Membership is open to Lutherans
and their families.  AAL offers life,  disability income insurance and annuities
to its  members  and to  employees  of  AAL,  its  subsidiaries  and  affiliated
companies  who  reside  in  Wisconsin.   Mutual  funds  are  offered  through  a
subsidiary,  AAL Capital Management Corporation.  All members are part of one of
over 10,000 local AAL branches throughout the United States.

The certificate provides life insurance benefits.  You may choose from two Death
Benefit  Options.  Under the Level  Death  Benefit  Option the Death  Benefit is
usually the Specified Amount.  Under the Variable Death Benefit Option the Death
Benefit is usually equal to the  Specified  Amount plus the  certificate's  Cash
Value,  which can vary.  You can also  choose  the  timing  and  amounts of your
premium payments and allocate your Cash Value among the underlying  Subaccounts.
You may use your Cash  Value to keep  your  certificate  in  force,  or borrow a
portion of it.

You can also  surrender  your  certificate  and  receive the Cash Value less any
surrender  charges and loans. Your  certificate's  Cash Value will vary with the
investment  experience of the underlying  funding  options you choose.  Although
certificate values will vary, the certificate can be guaranteed to stay in force
through the Death Benefit Guarantee  Provision.  It may not be to your advantage
to  replace  existing  life  insurance  or  supplement  existing  variable  life
insurance with this certificate.

This  prospectus  contains  information  about  the  Variable  Account  and  the
certificate  that you should know before you invest.  A  prospectus  for the AAL
Variable Product Series Fund, Inc. accompanies this prospectus. Please read both
prospectuses carefully and keep them for future reference.  You should rely only
on the information contained in this document.  AAL has not authorized anyone to
provide you with information that is different.
    

You can contact AAL by writing to 4321 North Ballard Road, Appleton,  Wisconsin,
54919-0001, by calling 800-225-5225 or 734-5721 locally, or by sending an e-mail
to [email protected].  The Telecommunications  Device for the Deaf (TDD) number is
800-735-9644.

   
NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAVE  APPROVED OR  DISAPPROVED  THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The purpose of this  variable  life  insurance  certificate  is to provide  life
insurance protection for the Beneficiary named therein.

No claim is made that this variable  life  insurance  certificate  is in any way
similar to or comparable to a systematic investment plan of a mutual fund.
    








TABLE OF CONTENTS

DEFINITIONS

CERTIFICATE SUMMARY
         INTRODUCTION
         WHAT IS AAL?
         WHAT IS THE PURPOSE OF THE CERTIFICATE?
         WHAT LIFE INSURANCE PROTECTION IS PROVIDED?
         WHAT PREMIUMS MAY I PAY?
         WHAT INVESTMENT OPTIONS DO I HAVE?
         WHAT IS THE CASH VALUE OF THE CERTIFICATE?
         WHAT CHARGES DO I PAY?
         HOW CAN I TAKE CASH OUT OF MY CERTIFICATE?
         HOW CAN MY CERTIFICATE TERMINATE?

BENEFITS
         DEATH BENEFIT
         INCREASING YOUR SPECIFIED AMOUNT
         DECREASING YOUR SPECIFIED AMOUNT
         CHANGING YOUR DEATH BENEFIT OPTION
         DEATH BENEFIT GUARANTEE
         MATURITY BENEFIT
         ADDITIONAL BENEFITS

PREMIUMS
         DEATH BENEFIT GUARANTEE PREMIUM
         FLEXIBILITY
         LIMITS
         NET PREMIUM & PREMIUM ALLOCATION

INVESTMENT OPTIONS
         FIXED ACCOUNT
         VARIABLE ACCOUNT
         INVESTMENT OBJECTIVES OF THE FUND PORTFOLIOS
         TRANSFERS
         REVIEW OF INVESTMENT STRATEGY
         VOTING PRIVILEGES

CASH VALUE
         FIXED ACCOUNT CASH VALUE
         VARIABLE ACCOUNT CASH VALUE
         WHAT AFFECTS CASH VALUE
         SURRENDER VALUE

CHARGES
         PERCENT OF PREMIUM CHARGE
         CASH VALUE CHARGES
         SURRENDER CHARGE
         TRANSFER CHARGE

ACCESS TO CASH VALUE
         PARTIAL WITHDRAWALS
         LOANS
         SURRENDER

CERTIFICATE TERMINATION
         EARLY TERMINATION AND REINSTATEMENT
         DEATH, MATURITY, AND SURRENDER

PAYOUT OPTIONS
         SELECTION
         OPTION 1: INTEREST
         OPTION 2: A SELECTED AMOUNT OF INCOME
         OPTION 3: A SET PERIOD
         OPTION 4: LIFE PAYMENT
         OPTION 5: JOINT & SURVIVOR

HOW TO MAKE PAYMENTS AND RECEIVE SERVICE
         APPLYING FOR A CERTIFICATE
         TIMELY PROCESSING
         WRITTEN REQUESTS
         TELEPHONE TRANSACTIONS
         DEATH CLAIMS

GENERAL INFORMATION
         FREE LOOK
         ENTIRE CONTRACT
   
         STATEMENTS IN THE APPLICATION
         CHANGE OF CERTIFICATE
         INCONTESTABILITY
         MISSTATEMENT OF AGE OR SEX
         MAINTENANCE OF SOLVENCY
         BASIS OF COMPUTATIONS
         REPORTS TO OWNERS
         MEMBERSHIP
         OWNERSHIP
         BENEFICIARY
         COLLATERAL ASSIGNMENT
         RIGHTS RESERVED BY AAL
         DIRECTORS AND OFFICERS

FEDERAL TAX MATTERS
         VARIABLE ACCOUNT TAX STATUS
         LIFE INSURANCE QUALIFICATION
         PRE-DEATH DISTRIBUTIONS
         DIVERSIFICATION REQUIREMENTS

OTHER CONSIDERATIONS
         LITIGATION
         DISTRIBUTION
         ILLUSTRATIONS
         LEGAL AND ACTUARIAL MATTERS
         EXPERTS
         FINANCIAL STATEMENTS

AAL CONSOLIDATED FINANCIAL STATEMENTS
         REPORT OF INDEPENDENT AUDITORS
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AAL VARIABLE LIFE ACCOUNT I AUTDITED FINANCIAL STATEMENTS
         REPORT OF INDEPENDENT AUDITORS
         NOTES TO AAL VARIABLE LIFE ACCOUNT I
         FINANCIAL STATMENTS
    


DEFINITIONS

   
AAL: Aid Association for Lutherans,  a fraternal benefit society organized under
the laws of the State of Wisconsin, owned by and operated for its members. It is
the issuer of the certificates.

AALCMC:  AAL  Capital  Management  Corporation,  an indirect  subsidiary  of Aid
Association for Lutherans and a registered broker-dealer. It serves as principal
underwriter of the certificates.

AAL Representative: An AAL District Representative who is appropriately licensed
by state insurance department officials to sell the certificates,  and is also a
licensed Registered Representative of AALCMC.

Accumulation  Unit: A unit of measure  used to calculate  the Cash Value in each
Subaccount of the Variable  Account.  A further  description is contained in the
Section "Cash Value,"  specifically the subsection  "Variable  Account," of this
prospectus.

Accumulation  Unit Value: On any Valuation  Date, the value of the  Accumulation
Unit of each  Subaccount  of the  Variable  Account.  A further  description  is
contained in the Section "Cash Value,"  specifically  the  subsection  "Variable
Account," of this prospectus.

Age:  The Issue Age of the Insured plus the number of certificate Years elapsed.

Beneficiary:  The person(s) named by the certificate Owner to receive the death
proceeds under the certificate.  A Beneficiary need not be a natural person.

Cash Value: The total value of the certificate. Cash Value equals the sum of the
Subaccount cash values plus Fixed Account cash value.

Certificate: The flexible premium variable life insurance certificate offered by
AAL and described in this prospectus.

Certificate Anniversary: The same date in each succeeding year as the
certificate Issue Date.

Certificate Year: The 12-month period following the Issue Date or a certificate
Anniversary.  The certificate Year is always based upon the time elapsed since
the Issue Date.
    

Death Benefit: The amount paid upon the death of the Insured.

Death Benefit Option: Either of the two methods used to determine the Death
Benefit.

   
Death Benefit Guarantee: A certificate provision that guarantees insurance
coverage if you meet certain conditions.

Death Benefit  Guarantee  Premium:  The minimum monthly premium required to keep
your  particular  certificate's  Death  Benefit  Guarantee in effect.  Different
combinations of age, sex, risk class,  specified amount and additional  benefits
will result in different Death Benefit  Guarantee  Premiums.  Your Death Benefit
Guarantee  Premium  is listed on page 3A of your  certificate  and it is further
described in the Section "Premiums" of this prospectus.
    

Fixed Account: A Cash Value  accumulation  option that credits an interest rate.
The Fixed Account is part of AAL's general account,  which includes all of AAL's
assets other than those in any AAL separate account.

   
Fund:  AAL Variable Product Series Fund, Inc., which is described in the Fund
prospectus accompanying this prospectus.

Home  Office:  AAL's  office at 4321 North  Ballard  Road,  Appleton,  Wisconsin
54919-0001,  or such  other  place  as AAL  shall  specify  in a  notice  to the
certificate Owner.

Insured:  The person on whose life the certificate is issued.
    

Internal Revenue Code: The Internal Revenue Code of 1986, as amended.

Issue Age: The age of the Insured as of his or her last birthday on or before
the issue date.

   
Issue Date: The date insurance coverage begins under this certificate.

Monthly Deduction Date: The date each month on which charges are taken from Cash
Value.  It occurs each month on the nearest  Valuation Date, on or preceding the
day of the  month  which  corresponds  to the  day of the  month  on  which  the
certificate  was issued.  A further  description  is contained in the  "Charges"
Section of this prospectus.
    

Net Asset Value: The unit of  valuation for a Fund portfolio as computed and
described in such Fund's prospectus.

   
Owner:  The person or entity who owns the certificate.  The person may be the
Insured or an employer, a trust or any other individual or entity specified in
the application.

Specified Amount: Initially, the amount of life insurance for which the
certificate was issued.  The Specified Amount of your certificate may change, as
described in your certificate.  This is further described in the "Benefits"
Section of this prospectus.
    

Subaccount:  A subdivision of the Variable Account.  Each Subaccount invests
exclusively in the shares of a corresponding portfolio of the Fund.  This is
further  described in the "Investment Options" Section, specifically in the
"Variable Account" subsection.

Surrender Value: Cash Value less any applicable surrender charges and
outstanding loan balances.

   
Valuation  Date: Any day upon which both the New York Stock Exchange is open for
regular trading and AAL is open for business.  The Exchange is regularly  closed
on Saturdays  and Sundays and on New Year's Day,  Martin  Luther King,  Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  and  Christmas.  If one of these  holidays  falls on a Saturday or
Sunday,  the Exchange  will be closed on the  preceding  Friday or the following
Monday.  AAL will also be closed on the Friday  after  Thanksgiving  and the day
before Christmas and the Monday after Christmas. When the markets are trading on
days when the portfolios are notpriced, a Subaccount's value may change on a day
when  certificate  Owners  may not be able to access  their  certificate's  Cash
Value.
    

Valuation Period: The period of time from the end of one Valuation Date to the
end of the next Valuation Date.

Variable Account: The AAL Variable Life Account I.  It is a separate account of
AAL.

   
Written Request: A written request or notice signed by the certificate Owner,
received in good order by AAL at its Home Office.

You, Your:  The Owner of the certificate.
    


CERTIFICATE SUMMARY


INTRODUCTION

   
As you read this prospectus,  keep in mind that you are considering the purchase
of a life insurance  contract.  Because a substantial  part of your premium pays
for life insurance,  you should not buy this certificate unless a primary reason
for your  purchase is to provide  life  insurance  protection.  Since it is cash
value life insurance with investment  aspects,  the certificate can also serve a
second purpose. In addition to providing life insurance coverage,  cash may also
be available for use during your lifetime. Because it is variable universal life
insurance,  it has  significant  investment  aspects  that  require  you to make
investment  decisions  and take  investment  risk.  No  claim  is made  that the
certificate is in any way similar or comparable to a systematic  investment plan
of a mutual fund. This section provides only an overview of the more significant
provisions of the certificate. It omits details that are provided in the rest of
this  prospectus.  The Table of Contents  will help you locate  more  details or
other specific topics.
    


WHAT IS AAL?

   
AAL (Aid  Association for Lutherans) was organized on November 24, 1902. It is a
fraternal  benefit  society under  Internal  Revenue Code section  501(c)(8) and
incorporated under the laws of the state of Wisconsin.  As of December 31, 1998,
AAL had  approximately  1.7 million members and is the world's largest fraternal
benefit  society in terms of assets  (over $20  billion)  and life  insurance in
force ($85  billion),  ranking it in the top two percent of all life insurers in
the United States in terms of ordinary life insurance in force.
    


WHAT IS THE PURPOSE OF THE CERTIFICATE?

   
This  certificate  provides life insurance  protection on the Insured as long as
the certificate is in effect.  It also may provide cash available for use during
your lifetime.

Like  traditional   life  insurance,   the  certificate  has  a  Death  Benefit,
accumulates  a Cash  Value and  offers  loan and  surrender  privileges.  Unlike
traditional  life  insurance,  the certificate  offers  flexible  premiums and a
choice of investment  alternatives,  including the opportunity to participate in
the risks and returns of equities.

Your choice of premiums, investment options, and your use of withdrawal and loan
privileges will be key factors in the certificate's performance. The choices you
make directly impact how long the  certificate  remains in effect and the amount
of cash available for use.
    


WHAT LIFE INSURANCE PROTECTION IS PROVIDED?

   
You choose  one of two Death  Benefit  Options.  Under the Level  Death  Benefit
option the Death  Benefit is usually the  Specified  Amount.  Under the Variable
Death Benefit option the Death Benefit is usually equal to the Specified  Amount
plus the certificate's Cash Value which can vary according to gains or losses as
a result of the investment options selected.

If your Cash Value builds to a large total  compared to your  Specified  Amount,
your Death  Benefit  will be  increased  as necessary to comply with federal tax
law.  This is  required  to  maintain  your  certificate's  tax  status  as life
insurance.

Your  certificate  is  guaranteed to stay in effect as long as the Death Benefit
Guarantee is in effect.  This  guarantee is available  until age 65 or your 10th
certificate  anniversary,  if later,  provided you pay certain  minimum  premium
amounts.

You may change  Death  Benefit  Options,  and  increase or  decrease  your Death
Benefit by changing your Specified Amount, as provided for in your certificate.

Additional benefits are also available.  They include Accidental Death Benefit,
Disability Waiver, Guaranteed Purchase Option, and Applicant Waiver.  See your
certificate for details.
    


WHAT PREMIUMS MAY I PAY?

   
You choose when and how much premium to pay,  within  certain  restrictions.  To
keep your  certificate in effect during the first four (4) years, you should pay
at least the Death Benefit  Guarantee  Premiums.  Your  certificate  will likely
lapse if you fail to pay at least these premiums.
    

If you want to make regular payments, AAL will send you billing statements in an
amount you select.  You can choose  monthly,  quarterly,  semi-annual  or annual
payments.

   
To keep your Death  Benefit  Guarantee,  your total  premiums  paid less partial
withdrawals must equal or exceed the total Death Benefit Guarantee Premiums plus
any outstanding loan balance.  AAL recommends you pay at least the Death Benefit
Guarantee  Premiums to adequately fund your  certificate.  Paying these premiums
guarantees  that your  certificate  will not lapse until age 65, or for 10 years
from issuance if longer.

The amount of premiums paid may effect the tax status of your  certificate.  The
Internal  Revenue  Code's  definition  of life  insurance  limits  the amount of
premium you may pay.
    


WHAT INVESTMENT OPTIONS DO I HAVE?

You choose where to allocate your premiums among the Variable  Accounts  (called
Subaccounts) and the Fixed Account.

Premiums you allocate to the Fixed Account are credited to your Fixed  Account's
Cash  Value.  Cash  Value in the Fixed  Account  accumulates  at a fixed rate of
interest as declared by AAL. This rate is guaranteed  never to be lower than 4%.
The Fixed  Account  is a part of AAL's  general  account.  The  general  account
includes  all  of  AAL's  assets  other  than  those  in our  separate  accounts
(including the Variable Account(s)).

Each Subaccount invests in a portfolio of a mutual fund.  The current portfolios
are Money Market,  Bond,  Balanced,  Large Company  Stock,  Small Company Stock,
International  Stock,  and  HighYield  Bond.  Each  portfolio  has  a  different
investment  strategy.  Premiums  allocated to a Subaccount  will  increase  that
Subaccount's  Cash Value.  Each Subaccount's Cash Value will accumulate based on
the investment experience of that Subaccount's portfolio.

   
You may  transfer the Cash Value among the  Subaccounts  and Fixed  Account,  as
specified in the certificate. This allows you to adjust your investment strategy
at any time.
    


WHAT IS THE CASH VALUE OF THE CERTIFICATE?

The total Cash  Value at any time is equal to the sum of the Cash  Values in the
Subaccounts and the Fixed Account.

   
Premiums increase Cash Value. Charges and cash you withdraw from the certificate
decrease Cash Value. The investment  experience of the  Subaccount(s) you select
also affects your  certificate's Cash Value as does the interest credited to the
Fixed  Account.  Investment  gains,  if any,  increase  Cash  Value,  while  any
investment losses decrease Cash Value.

Your decisions on the premiums to pay, the accounts to invest in and the amounts
you withdraw from the certificate have a great impact on your certificate's Cash
Value.
    

Important  Note:  The primary  purpose for paying enough  premiums to build your
Cash Value is to cover  increasing  Cost of Insurance rates as you (the Insured)
get older.  Unless  you build your Cash Value over time,  you will need to cover
increasing  costs with higher  premiums.  Your Cash Value also  depends upon the
investment  experience of the Subaccount(s) in which your Cash Value is invested
and,  if this  experience  is low or  negative,  you may also need to pay higher
premiums.


WHAT CHARGES DO I PAY?

   
Charges are  necessary to pay for the  insurance  coverage  provided,  cover the
expenses  of  issuing  and  administering  the  certificate,  and to fund  AAL's
fraternal activities. Charges are:
    

Cost of Insurance  Charge - A monthly charge for life insurance  coverage.  This
charge varies by risk class, sex, amount at risk and age.

   
Mortality  and Expense  Risk  Charge - Monthly  charges  are  deducted  from the
Subaccounts  of the Variable  Account to pay for the mortality and expense risks
borne by AAL. Currently,  during the first 15 years the monthly charge is .0625%
(approximately  .75% annually) of the total  Subaccount cash value.  This charge
drops to .02083%  (approximately  .25%  annually) of the total  Subaccount  Cash
Value in certificate Year 16.
    

Administrative   Charge  -  A  monthly   charge  of  $4  is  deducted  to  cover
administrative costs.

   
Change Fee - A $25 charge will be assessed if you choose to make changes to your
certificate.  Such certificate  changes include a reduction of insurance charges
that are in excess of standard due to  insurance  underwriting  requirements,  a
change from smoker to non-smoker  risk class, a change in death benefit  options
and changes to the additional benefits under the certificate.
    

Issue Expense Charge - A monthly charge to cover issue costs is deducted for the
first 36 months.  This charge will vary by age,  risk class,  sex and  Specified
Amount.

Percent  of Premium  Charge - A charge of 3 % of each  premium is taken to cover
sales and other expenses and provide support for AAL's fraternal activities.

Additional  Benefits  Charge  - A  charge  will  be  taken  each  month  for any
additional benefits you have.

   
Partial  Withdrawal Charge - A $25 charge per withdrawal is made after the first
withdrawal  during  any  certificate  Year.  This  charge  is  assessed  by  the
redemption of Accumulation Units and/or reduction in the Fixed Account balance.

Surrender  Charge - If you choose to surrender  your  certificate or reduce your
Specified Amount,  AAL will reduce your Cash Value by the Surrender Charge.  The
initial surrender charge is level for the first three years and, thereafter,  it
declines by 1/8th of the initial amount annually so that,  beginning in the 11th
year after the Issue Date (assuming no increases in
Specified  Amount) the  surrender  charge will be zero. A new  Surrender  Charge
schedule begins for the increase in Specified Amount each time you increase your
Specified  Amount.  Your  initial  Surrender  Charge is based on an  amount  per
thousand of Specified Amount for which the certificate is issued. The amount per
thousand varies by sex, risk class and Issue Age. Your actual Surrender  Charges
are  listed on page 3A.1 of your  certificate.  If you  decrease  the  Specified
Amount while the Surrender  Charge  applies,  a portion of the Surrender  Charge
will be assessed. For further details regarding Surrender Charges, see page 13.
    

Portfolio Expenses - The expenses for each of the portfolios are limited to the
   
respective  advisory  fees.Currently  the fees are 0.35% of the  average  annual
daily net assets of the AAL Variable Product Money Market, Bond, Balanced, Large
Company Stock and Small Company Stock  Portfolios up to  $250,000,000 of assets,
and 0.30% of the annual daily net assets in excess of that amount; 0.80 % of the
average annual daily net assets of the  International  Stock Portfolio and 0.40%
of the average annual daily net assets of the High Yield Bond Portfolio. Without
this limitation on expenses through  reimbursement by the adviser,  which can be
changed or stopped with  30-days'  notice,  the expenses for the year ended 1998
would have been:  Money Market Portfolio - 0.44%,  Bond Portfolio - 0.52%,  High
Yield Bond Portfolio - 0.54%,  Balanced  Portfolio - 0.39%,  Large Company Stock
Portfolio  - 0.38%,  International  Portfolio  - 1.30% and Small  Company  Stock
Portfolio - 0.43%.

Transfer  Charge - AAL will  charge $25 for each  transfer  between  Subaccounts
and/or the Fixed Account in excess of 12 in each certificate Year.
    


HOW CAN I TAKE CASH OUT OF MY CERTIFICATE?

   
You can  choose to take  cash out of the  certificate  through  a loan,  partial
withdrawal, or full surrender.

You may take one partial  withdrawal per certificate year at no charge. You will
be charged $25 for each additional withdrawal.  A partial withdrawal will reduce
your Cash Value and may reduce your  Specified  Amount.  It will also reduce the
amount of premiums considered "paid" to meet the Death Benefit Guarantee premium
requirement.

You may take up to 92% of your Cash Value out as a loan.  You will be charged 8%
per annum on the loan balance until you reach your 15th certificate anniversary.
    
Thereafter the rate will drop to 7 1/4% per annum.

Cash Value  securing a loan may earn a lower interest rate than other Cash Value
in the Fixed Account. AAL will determine the rates earned.

   
If you  surrender  your  certificate,  you will  receive the Cash Value less any
surrender charge and outstanding loans.

Both partial  withdrawals  and loans will reduce the Cash Value available to pay
your insurance costs. You should carefully  consider the impact on the insurance
your  certificate  will be  able  to  provide,  now  and in the  future,  before
exercising these privileges.

These  privileges  can be a major  advantage of this  certificate.  When you pay
enough premiums, the power of tax-deferred  earnings,  with favorable investment
experience,  can build significant Cash Value. Under these  circumstances,  some
Cash Value will be available for your use, in addition to paying your  insurance
costs.
    


HOW CAN MY CERTIFICATE TERMINATE?

   
Without the Death Benefit  Guarantee,  this certificate  will terminate  (lapse)
when there is not enough Cash Value to pay the monthly charges. If this happens,
you have a short  period  to pay  enough  premiums  to keep the  certificate  in
effect. Your certificate will not terminate while the Death Benefit Guarantee is
in effect.

Your  certificate  will terminate when the Insured dies and the Death Benefit is
paid.

Your  certificate  will  terminate if you  surrender  your  certificate  for its
surrender value (Cash Value less loans and surrender charges).

Your  certificate  will  terminate  if you reach age 100.  At that time the Cash
Value less any loans, will be paid to you.

There may be tax consequences when money is received from a certificate.  Please
consult with your tax advisor.
    


BENEFITS


DEATH BENEFIT

The Death  Benefit is the amount  payable upon the death of the Insured.  At the
time of purchase,  you must choose between two available Death Benefit  Options.
The amount  payable under either option will be determined as of the date of the
Insured's  death.  Loans plus unpaid  interest  always  reduce the Death Benefit
paid.

Suicide Exclusion

If the Insured  commits  suicide within one year of the issue date, AAL will not
pay a Death Benefit but will return all premiums  paid.  The one-year  period in
the Suicide Exclusion  provision will apply at issue and to each increase in the
Specified  Amount  beginning on the effective  date of each  increase.  The only
amount  payable  attributable  to the  increase  will be a refund of the monthly
deductions for the increase.

Level Death Benefit - Option 1

   
The Death Benefit under this option is the greater of the Specified  Amount,  or
the death benefit factor  multiplied by Cash Value.  The death benefit factor is
2.5 through age 40 and decreases yearly to 1 at age 95. The death benefit factor
helps to qualify your  certificate  as life  insurance  under federal tax law. A
table of death benefit factors is contained in your certificate.
    

Option 1 generally provides a level Death Benefit. Choose Death Benefit Option 1
if: 1) you do not expect your insurance needs to generally increase;  and 2) you
wish to minimize your insurance  costs.  All other things being equal,  Option 1
will provide greater growth in Cash Value than Option 2.

Variable Death Benefit - Option 2

The Death Benefit will be the greater of the Specified Amount plus Cash Value or
the death benefit factor (described above) multiplied by Cash Value.

Option 2 provides a Death  Benefit  that  varies  over time.  It  increases  and
decreases along with your Cash Value. Choose Death Benefit Option 2 if:

         - you expect your insurance needs to increase; or

         - you wish to have an increasing Death Benefit. Option 2 will provide a
           greater Death Benefit than Option 1.


INCREASING YOUR SPECIFIED AMOUNT

   
You have the right to increase the Specified Amount at any time on or before the
certificate  Anniversary following the Insured's 80th birthday if the Insured is
insurable for the increase under AAL's underwriting guidelines and policies.
    

An increase must be at least $10,000. Proof of insurability may be required and,
if you are not the Insured, proof of insurable interest may also be required.

When an increase is approved,  it becomes  effective as of the date shown on the
new page 3A that is sent to you.

The cost of insurance rates charged for each increase will vary based on factors
such as sex, risk class, age and the time elapsed since increase.

   
Each increase will be subject to AAL's expense  charges in effect at the time of
increase.  The expense  charges for each increase will be based on the Insured's
sex and age on the last Certificate Anniversary at the time of increase and will
apply  for the  number  of  months  shown  on the new  page  3A.1.  A new set of
surrender  charges will apply to each  increase in the Specified  Amount.  These
charges will all be shown on the new page 3A.1.
    


DECREASING YOUR SPECIFIED AMOUNT

You have the right to decrease the Specified  Amount after it has been in effect
for one year.  The  Specified  Amount  remaining  in effect  cannot be less than
$10,000.

The  decrease  will be  effective  as of the date the request is received at the
Home Office.  The decrease will be subtracted first from any previous  increases
in the Specified Amount,  starting with the most recent,  then from the original
Specified Amount.

   
A surrender  charge will be subtracted from the Cash Value if a surrender charge
is in effect for that part of the  Specified  Amount  decreased.  The  surrender
charges are shown on the Table of Surrender  Charges in the  certificate on page
3A.1.
    


CHANGING YOUR DEATH BENEFIT OPTION

You may  change  your Death  Benefit  Option at any time.  A $25 charge  will be
applied to your Cash Value for each Death Benefit Option change.

If you apply to change from the Level Death Benefit option to the Variable Death
Benefit  option,  AAL may require proof of  insurability  from you.  Also,  your
Specified Amount of insurance  decreases so your Death Benefit immediately after
the change will be the same as immediately  before the change. The change is not
allowed if it reduces your Specified Amount below $10,000.

If you change from the Variable  Death Benefit option to the Level Death Benefit
option your Specified Amount increases. The increase is determined so your Death
Benefit  immediately after the change will be the same as immediately before the
change.


DEATH BENEFIT GUARANTEE

The Death  Benefit  Guarantee,  as long as it is in  effect,  assures  that your
coverage will continue even if the Cash Value is insufficient to pay the current
   
monthly  deductions.  If the Death Benefit  Guarantee  terminates,  to keep your
coverage  in effect  you will need to  maintain  sufficient  cash  value in your
certificate by paying adequate  premiums.  The amount of premiums  required will
depend on the investment  performance of the Fixed Account and/or  Subaccount(s)
you have selected.

The Death Benefit Guarantee will terminate  automatically at age 65 (or 10 years
after the  issue  date,  whichever  is  later)  or by  failure  to meet the test
described  below.  Basically,  the test requires you to pay a minimum  amount of
premiums,  and the  Insured to be under age 65 (or the  certificate  has been in
effect not more than 10 years).
    

AAL will test the Death  Benefit  Guarantee  on each Monthly  Deduction  Date as
follows:

   
1) the sum of all premiums paid (less any partial  withdrawals)  must be greater
than or equal to the Death Benefit  Guarantee  Premium (see column to the right)
times  the  number  of  months  since  the  certificate  Issue  Date,  plus  any
outstanding loan, and

2) the  Insured's age is less than 65 or the  certificate  has been in effect no
more than 10 years.

If part 1) of the test is not met,  AAL will  notify the  certificate  Owner and
allow  two  months  to  pay  enough  premium  or  loan  repayment  to  meet  the
requirements  of the  test.  If you do not  pay  the  required  premium  or loan
repayment, the Death Benefit Guarantee will end, and can not be reinstated.

Changes in the Specified  Amount and optional  benefits on the certificate  will
change the Death Benefit  Guarantee  Premium.  The new Death  Benefit  Guarantee
Premium is required from the first Monthly Deduction Date following the change.
    


MATURITY BENEFIT

   
Upon the Insured  attaining  age 100,  the  certificate  will provide a maturity
benefit equal to the Cash Value less any loans.
    


ADDITIONAL BENEFITS

   
Several additional benefits are available on most certificates.  They include
Accidental Death Benefit, Disability Waiver, Guaranteed Purchase Option and
Applicant Waiver. See your certificate for details.
    


PREMIUMS


DEATH BENEFIT GUARANTEE PREMIUM

The Death Benefit Guarantee Premium is the minimum premium, on a monthly basis,
that is required to keep your Death Benefit Guarantee in effect.  Your Death
Benefit Guarantee Premium is equal to:

         1) a factor, based on age, sex, and risk class, multiplied by your
         Specified Amount divided by 1,000; plus

         2) the monthly administrative charge of $4; plus

         3) a required premium for each additional benefit you choose.

   
Your  particular  Death Benefit  Guarantee  Premium is listed on page 3A of your
certificate.
    

You may choose to pay on a different  basis than monthly or to pay lump sums. In
these  cases,  premiums  paid in excess of the  current  month's  Death  Benefit
Guarantee  Premium will be counted toward future Death Benefit Guarantee Premium
requirements.


FLEXIBILITY

   
You choose when and how much premium to pay,  within certain  restrictions.  You
need to pay at least the Death Benefit Guarantee Premium for four years, without
taking any loans or partial  withdrawals,  to keep your  certificate  in effect.
Failure to pay this Premium will likely result in the lapse of your certificate.
After paying the Death Benefit Guarantee Premium for at least four years you may
be able to pay less and keep your certificate in effect.  However, if you do pay
less, you will lose the Death Benefit  Guarantee and you run a greater risk that
your Cash Value will not grow enough to keep your certificate in effect.
    

Planned  periodic  premiums are those you choose to pay on a regular basis.  AAL
will  send you  billing  statements  of an amount  you  select.  You can  choose
quarterly,  semi-annual or annual statements.  Pre-authorized  automatic monthly
check payments may also be arranged.

   
You may make  payments in addition to planned  periodic  premiums.  You also may
choose a new planned periodic premium. AAL recommends you pay at least the Death
Benefit Guarantee premiums to adequately fund your certificate.
    


LIMITS

AAL reserves the right to:

         -Limit any increase in planned periodic premiums.

         -Limit the number and amount of payments in addition to planned
          periodic payments.

         -Refuse any  premium  if the  payment  would  increase  the  difference
          between the Death Benefit and the Cash Value.

   
The  Internal  Revenue Code  excludes  from gross  income life  insurance  death
benefits
 and increases in cash value in life insurance contracts prior to receipt by the
owner.  . To qualify for this  exclusion,  federal  tax law limits the  premiums
youmay pay and requires  that cash value be limited to a certain  percentage  of
the death  benefit.  AAL will  return the portion of any  premium  payment  that
causes the limit on premiums to be exceeded.

In the event of a reduction  in the  Specified  Amount,  or other  change to the
certificate  which  Causes  the  premiums  paid or the Cash  Value to exceed the
applicable limit stated in the Internal Revenue Code regarding the definition of
life insurance,  AAL will refund any excess premiums or cash necessary to comply
with the limit stated in the Internal Revenue Code.
    


NET PREMIUM & PREMIUM ALLOCATION

Net premiums equal the premiums you pay less the 3% premium  charge.  You decide
how to allocate your net premiums among the available accounts. At purchase, you
select a  percentage  for each  account  that will be used to allocate  each net
premium.  The  percentages  must be whole numbers and total 100%. You may change
your allocation percentages at any time.

   
Your  initial  premium  will be  allocated to the accounts you choose (or to the
Money Market Account as discussed  below) at the time the certificate is issued.
AAL will issue  your  certificate  according  to AAL's  standard  administrative
procedures  and  once  all   underwriting   and  other   requirements  are  met.
certificates  are issued only on a Valuation  Date from the 1st through the 28th
of  any  month.  AAL's  standard  administrative   procedure  is  to  issue  new
certificates  which meet underwriting and other requirements on the 29th through
the 31st of any  month on the  first  Valuation  Date in the  following  month..
Premiums  paid after issue are  allocated  according  to the premium  allocation
percentages you have chosen. This allocation occurs at the end of the day if AAL
receives your premium  payment  before the close of the New York Stock  Exchange
(NYSE),  which is usually 3:00 P.M.  Central  Time,  and that day is a Valuation
Date.  If your  payment is  received on a  non-Valuation  Date or after the NYSE
closes,  the  allocation  occurs as of the end of the next  Valuation  Date. See
definition of "Valuation Date" on page 3..
    

AAL has a plan that permits you to pay premiums on a regularly  scheduled  basis
by an automatic  deduction from savings or checking  accounts.  Premium payments
under this plan will be allocated to the  Subaccount(s)  or Fixed Account on the
date you selected. However, when the date selected falls on a date that is not a
Valuation Date,  such as a holiday or weekend,  the premium will be allocated as
of the closest preceding Valuation Date.

In certain states,  a refund of premium or the greater of premium or accumulated
values is required if you exercise your free look privilege.  See "Free Look" in
the "General  Information  Section".  In these cases,  AAL reserves the right to
allocate  premiums to the Money Market  Subaccount  until the  expiration of the
free look  period  plus an  additional  5 day  period.  After that time AAL will
allocate  your  accumulated  premiums to the accounts  based on your net premium
allocation percentages.


INVESTMENT OPTIONS

You choose  where to  allocate  your net  premiums  among the Fixed  Account and
Subaccounts of the Variable Account.


FIXED ACCOUNT

The Fixed Account is a Cash Value  accumulation  option that credits an interest
rate. The Fixed Account is part of AAL's general account,  which includes all of
AAL's assets other than those in any AAL separate account.

Cash Values  allocated to the Fixed  Account are  combined  with all the general
assets of AAL and are  invested  in those  assets  chosen by AAL and  allowed by
applicable  law. Any premiums  allocated to the Fixed Account will be subject to
all fees and  expenses  associated  with the  Variable  Account,  except for the
annual expenses of the Fund and the mortality and expense risk charge.

AAL will  quarterly  declare an  effective  annual  interest  rate for the Fixed
Account.

Interest is credited on each premium  allocated or accumulated value transferred
to the Fixed Account from the date of the  allocation  or transfer.  Interest is
credited daily.

Under the Fixed Account option,  the guaranteed minimum interest credited to the
Fixed Account will be at the effective  rate of 4% per year,  compounded  daily.
AAL may credit interest at a rate in excess of 4% per year; however,  AAL is not
obligated to do so. There is no specific formula for the determination of excess
interest.  Such excess  interest,  if any,  will be  determined  by AAL based on
numerous  factors.  Some of the factors  that AAL may  consider  in  determining
whether to credit  interest above 4% to amounts  allocated to the Fixed Account,
and the amount  thereof,  include,  but are not  limited  to,  general  economic
trends,   rates  of  return   currently   available  and  anticipated  on  AAL's
investments, regulatory and tax requirements and competitive factors.

ANY INTEREST  CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 4%
PER YEAR WILL BE DETERMINED AT THE SOLE DISCRETION OF AAL. THE OWNER ASSUMES THE
RISK THAT  INTEREST  CREDITED TO FIXED  ACCOUNT  ALLOCATIONS  MAY NOT EXCEED THE
MINIMUM GUARANTEE OF 4% FOR ANY GIVEN YEAR.

   
Because of exemptive and exclusionary provisions, interests in the Fixed Account
have not been registered  under the Securities Act of 1933 ("1933 Act"), and the
Fixed  Account  has not been  registered  as an  investment  company  under  the
Investment  Company Act of 1940  ("1940  Act").  Accordingly,  neither the Fixed
Account nor any interests therein are generally subject to the provisions of the
1933 or 1940 Acts.  Disclosures regarding the Fixed Account option and the Fixed
Account,  however, may be subject to certain generally applicable  provisions of
the  federal  securities  laws  relating to the  accuracy  and  completeness  of
statements in prospectuses.
    

A lower rate of interest  may be  credited  to the portion of the Fixed  Account
securing a loan.


VARIABLE ACCOUNT

The Variable Account is AAL Variable Life Account I. It is a separate account of
AAL  established by the Board of Directors of AAL on May 8, 1997 pursuant to the
laws of the State of  Wisconsin.  The Variable  Account is  registered  with the
Securities and Exchange  Commission (the SEC) as a unit  investment  trust under
the Investment Company Act of 1940. Such registration, however, does not involve
supervision by the SEC of the management or investment  policies or practices of
the Variable Account.

   
AAL owns the assets of the Variable  Account and keeps them  legally  segregated
from the  assets of the  general  account.  The assets of the  Variable  Account
shall,  at the time during the year that  adjustments  in the reserves are made,
have a value at least equal to the reserves and other contract  liabilities with
respect to the  Variable  Account  and, at all other  times,  shall have a value
approximately equal to or in excess of such reserves and liabilities. The assets
of the Variable Account shall not be chargeable with liabilities  arising out of
any other business AAL may conduct,  except to the extent that the assets of the
Variable  Account  exceed the reserves  and other  contract  liabilities  of the
Variable  Account  arising  under the  certificates  supported  by the  Variable
Account.
    

Income, and gains and losses,  whether or not realized,  from the assets in each
Subaccount are credited to or charged against that Subaccount  without regard to
any of AAL's  other  income,  gains or  losses.  The value of the  assets in the
Variable Account is determined at the end of each Valuation Date.

   
The Variable  Account  currently  consists of the following  seven  Subaccounts:
Money  Market,  Bond,  Balanced,  Large  Company  Stock,  Small  Company  Stock,
International   Stock  and  High  Yield  Bond.  Each  Subaccount  invests  in  a
corresponding  portfolio of the AAL Variable Product Series Fund, Inc. (a mutual
fund  referred to below as the "Fund").  Additional  portfolios  may be added or
substituted for the current portfolios.

Net premiums  allocated to a  Subaccount,  and the  resulting  Cash Value,  will
accumulate based on the investment experience of that Subaccount's corresponding
Fund portfolio.


The AAL Variable Product Series Fund, Inc. is a Maryland corporation  registered
with the SEC under the 1940 Act as a diversified,  open-end  investment  company
(commonly  known  as a  "mutual  fund").  This  registration  does  not  involve
supervision by the SEC of the management or investment  practices or policies of
the Fund.
    

   
Shares of the Fund are currently offered to the AAL Variable Annuity Account I
and to the AAL  Variable  Life  Account  I to fund  benefits  payable  under the
certificates.  Shares of the Fund are also offered to retirement plans including
the Aid Association  for Lutherans  Savings Plan. The Fund may, at a later date,
also offer its shares to other  separate  accounts of AAL or to a subsidiary  or
affiliated  company of AAL.  Shares of the Fund may also be offered  directly to
AAL.
    

The Fund  currently  consists of seven  separate  portfolios,  each with its own
investment  objectives,  investment  program,  policies  and  restrictions.  The
investment objectives of each portfolio are described below. No assurance can be
given that each portfolio of the Fund will achieve its investment objective.


INVESTMENT OBJECTIVES OF THE FUND PORTFOLIOS

The Money Market Portfolio seeks to provide maximum current income to the extent
consistent  with  liquidity  and a stable net asset  value of $1.00 per share by
investing in a diversified  portfolio of high quality,  short-term  money market
instruments.

The Bond Portfolio  seeks to achieve  investment  results that  approximate  the
total return of the Lehman Brothers Aggregate Bond Index by investing  primarily
in bonds and other debt  securities  included in the index.  This  objective  is
consistent  with a goal of maximizing  total return,  consistent with reasonable
risk. Investments are in bonds and other debt securities included in the Index.

   
The Large  Company  Stock  Portfolio  seeks to achieve  investment  results that
approximate  the  performance  of the Standard & Poor's 500(R)  Composite  Stock
Price Index* by investing primarily in common stocks included in the Index.
    

The  Balanced  Portfolio  seeks  to  achieve  investment  results  that  reflect
investment in common stocks,  bonds and money market instruments,  each of which
will be selected  consistent  with the  investment  policies of the AAL Variable
Product Large Company Stock, Bond and Money Market Portfolios, respectively.

   
The Small  Company  Stock  Portfolio  seeks to achieve  investment  results that
approximate  the  performance of the Standard & Poor's SmallCap 600(R) Index* by
investing primarily in common stocks included in the Index.
    

The  International  Stock Portfolio seeks to achieve long-term capital growth by
investing primarily in a diversified portfolio of foreign stocks.

The High  Yield  Bond  Portfolio  seeks  to  achieve  high  current  income  and
secondarily capital growth by investing primarily in a diversified  portfolio of
high risk, high yield bonds commonly referred to as "junk bonds".  The portfolio
actively seeks to achieve a secondary  objective of capital growth to the extent
it is consistent with the primary objective of high current income.

   
* "Standard &  Poor's(R)",  "S&P (R)",  "S&P 500 (R)",  "Standard & Poor's 500",
"500", "Standard & Poor's SmallCap 600" and "S&P SmallCap 600" are trademarks of
The McGraw-Hill Companies,  Inc. and have been licensed for use by AAL. The Fund
and the certificates are not sponsored, endorsed, sold or promoted by Standard &
Poor's and Standard & Poor's makes no representation  regarding the advisability
of investing in the fund.

The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a
division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation
or warranty,  express or implied,  to the owners of the Product or any member of
the public regarding the advisability of investing in securities generally or in
the Product  particularly  or the ability of the S&P 500 Index to track  general
stock  market  performance.  S&P's  only  relationship  to the  Licensee  is the
licensing of certain  trademarks and trade names of S&P and of the S&P 500 Index
which is  determined,  composed  and  calculated  by S&P  without  regard to the
Licensee or the Product. S&P has no obligation to take the needs of the Licensee
or the owners of the Product into  consideration  in  determining,  composing or
calculating  the  S&P  500  Index.  S&P is  not  responsible  for  and  has  not
participated in the determination of the prices and amount of the Product or the
timing  of the  issuance  or  sale of the  Product  or in the  determination  or
calculation  of the equation by which the Product is to be converted  into cash.
S&P has no  obligation  or  liability  in  connection  with the  administration,
marketing or trading of the Product.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA  INCLUDED  THEREIN AND S&P SHALL HAVE NO  LIABILITY  FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY,  EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY LICENSEE,  OWNERS OF THE  PRODUCT,  OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.
S&P  MAKES NO  EXPRESS  OR  IMPLIED  WARRANTIES,  AND  EXPRESSLY  DISCLAIMS  ALL
WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY
OF THE  FOREGOING,  IN NO EVENT SHALL S&P HAVE ANY  LIABILITY  FOR ANY  SPECIAL,
PUNITIVE,  INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),  EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
    


Fund Expenses

   
AAL acts as investment  adviser to the Fund. For this service,  AAL may deduct a
maximum  advisory fee of 0.35% of the average annual daily net assets of the AAL
Variable  Product Money Market,  Bond,  Balanced,  Large Company Stock and Small
Company Stock  Portfolios up to $250,000000  in assets,  and 0.30% of the annual
daily net assets in excess of that  amount;  0.80 % of the average  annual daily
net assets of the International Stock Portfolio, and 0.40% of the average annual
daily net assets of the High YieldBond  Portfolio.  Portfolio expenses exceeding
the advisory fees are currently  reimbursed by AAL but this reimbursement may be
modified or canceled at any time upon 30 days written notice.  More  information
concerning these additional expenses is contained in the Fund prospectus.
    


TRANSFERS

You may  transfer  the Cash Value  among the  Subaccounts  and Fixed  Account by
submitting  a written  request to AAL's Home  Office.  You may also  transfer by
telephone if you have completed the Telephone Transaction Authorization Form.

   
Any transfer  among the  Subaccounts  or to the Fixed Account will result in the
crediting and cancellation of Accumulation  Units based on the Accumulation Unit
Values  determined  as of the  end of the  Valuation  Period  during  which  the
transfer  request is  received,  in good  order,  by AAL.  You should  carefully
consider current market conditions and each portfolio's  investment policies and
related risks before allocating money to the portfolios.

The total  amount of any  transfer  must be at least $500,  or it may be less as
long as you  transfer  the  entire  cash  value  from an  account.  Of the total
transfer being made, the amount transferred to any account must be at least $50.
Twelve  transfers  per  certificate  Year may be made from  Subaccounts  without
charge. AAL will charge $25 for each transfer in excess of twelve.

Only one transfer may be made from the Fixed Account in each  certificate  Year.
The  transfer may not exceed the greater of $500 or 25% of the Cash Value in the
Fixed Account at the time of transfer. This transfer is not subject to charge.
    


REVIEW OF INVESTMENT STRATEGY

   
You should  periodically  review  the  allocation  of your Cash Value  among the
Subaccounts  and  Fixed  Account.   Consider  the  current  market   conditions,
investment  risks and objectives of the portfolios  and your own  objectives.  A
full description of the portfolios,  their investment  objectives,  policies and
restrictions,  expenses, risks and other aspects of their operation is contained
in the  accompanying  prospectus  for  the  Fund.  Read  the  accompanying  Fund
prospectus carefully.
    


VOTING PRIVILEGES

   
To the extent  required  by law,  AAL will vote the  portfolio  shares held in a
Subaccount  at  shareholder  meetings of the Fund,  if any, in  accordance  with
instructions  received from persons having voting interests in the corresponding
Subaccount of the Variable Account.  If, however, the 1940 Act or any regulation
thereunder  should be amended or if the present  interpretation  thereof  should
change,  and as a result AAL  determines  that it is  permitted to vote the Fund
shares in its own right, it may elect to do so.

The Owner will have the voting interest with respect to Fund shares attributable
to the certificate.

The number of votes which an Owner has the right to instruct  will be calculated
separately for each Subaccount. The number of votes that each Owner may instruct
will be determined by dividing a certificate's Accumulated Value in a Subaccount
by the Net Asset  Value per share of the  corresponding  portfolio  in which the
Subaccount  invests.  Fractional shares will be counted.  The number of votes of
the portfolio which the Owner has the right to instruct will be determined as of
the record  date  established  by the  portfolio  for  determining  shareholders
eligible  to  vote at the  meeting  of the  Fund.  Voting  instructions  will be
solicited by written  communications  prior to such meeting in  accordance  with
procedures established by the Fund.
    

Any portfolio shares held in the Variable Account for which AAL does not receive
timely  voting  instructions,  or which are not  attributable  to Owners will be
represented  at the meeting and voted by AAL in proportion  to the  instructions
received  from all Owners.  Any portfolio  shares held by AAL or its  affiliates
will be voted in proportion to the aggregate  votes of all  shareholders  in the
portfolio.  Each person  having a voting  interest in a Subaccount  will receive
proxy  materials,  reports  and  other  materials  relating  to the  appropriate
portfolio.


CASH VALUE


FIXED ACCOUNT CASH VALUE

   
The Fixed Account Cash Value reflects net premiums allocated to it, transfers to
or from the Subaccounts,  credited  interest,  and any deductions.  Each day the
Cash Value in the Fixed  Account will change based upon these  factors.  See the
certificate for further detail.
    


VARIABLE ACCOUNT CASH VALUE

Number of Accumulation Units

   
The number of  Accumulation  Units for this  certificate  in any  Subaccount may
increase  or  decrease  at the end of each  Valuation  Period  depending  on the
transactions  that occur in the  Subaccount  during the Valuation  Period.  When
transactions  occur, the actual dollar amounts of the transactions are converted
to Accumulation  Units. The number of Accumulation  Units for a transaction in a
Subaccount is determined by dividing the dollar amount of the transaction by the
Accumulation  Unit Value of the  Subaccount at the end of the  Valuation  Period
during which the transaction occurs.
    

The number of  Accumulation  Units in a Subaccount  increases when the following
transactions occur during the Valuation Period:

         - net premiums are allocated to the Subaccount; or

         - Cash Value is transferred to the Subaccount  from another  Subaccount
           or from the Fixed Account.

The number of  Accumulation  Units in a Subaccount  decreases when the following
transactions occur during the Valuation Period:

          -    Cash  Value  is  transferred   from  the  Subaccount  to  another
               Subaccount or to the Fixed Account, including loan transfers; or

          -    partial withdrawals and partial withdrawal charges are taken from
               the Subaccount; or

          -    monthly  deductions  or  transfer  charges  are  taken  from  the
               Subaccount;or

          -    a charge for a Death  Benefit  Option  change is allocated to the
               Subaccount;or

   
          -    a  charge  for  a   certificate   change  is   allocated  to  the
               Subaccount;or
    

          -    Surrender Charges are allocated to the Subaccount.

Accumulation Unit Value

For each  Subaccount,  the  initial  Accumulation  Unit  Value  was set when the
Subaccount was established. The Accumulation Unit Value may increase or decrease
from one Valuation Period to the next.

The  Accumulation  Unit Value for a Subaccount for any Valuation Period is equal
to:

   
  -  the Net Asset Value of the corresponding Fund portfolio at the end of the
     Valuation Period;
    

  -  plus the amount of any dividend, capital gain or other distribution made by
     the Fund  portfolio if the  "ex-dividend"  date occurs during the Valuation
     Period;

  -  plus or minus any  cumulative  credit or charge for taxes reserved which is
     determined by AAL to have resulted from the operation of the portfolio;

  -  divided by the total number of Accumulation Units held in the Subaccount at
     the end of the Valuation Period before any of the transactions, referred to
     in the "Number of Accumulation Units" subsection above, have occurred.


WHAT AFFECTS CASH VALUE

   
The Cash Value of your certificate, at any one time, is determined by:
    

         (a)  multiplying  the  total  number  of  Accumulation  Units  for each
         Subaccount by its appropriate current Accumulation Unit Value;

         (b) if you have  elected a  combination  of  Subaccounts,  totaling the
         resulting values; and

         (c) adding any value in the Fixed Account.

   
While loans are not  deducted  from Cash  Value,  loans do reduce the amount you
would receive upon surrender of your certificate and the amount available to pay
insurance  charges.  Loans also accrue  interest  charges and may result in less
interest credited to your certificate.

Over the life of your  certificate,  many factors determine its Cash Value. They
include:
    

         - premiums paid

         - the investment experience of the Subaccounts

         - interest credited to the Fixed Account

         - loans taken and loan repayments

         - partial withdrawals taken

         - charges and deductions taken

   
Because a  certificate's  Cash Value is based on the variables  listed above, it
cannot be  predetermined.  Cash Value in the  Variable  Account  will largely be
determined  by  market  conditions  and  investment  experience  of  the  Fund's
portfolios  corresponding to the Subaccounts chosen by the Owner. The Owner will
bear all such risk.
    

The value of the Fixed Account is guaranteed as to principal and interest at 4%,
subject  to  the  charges  described  in  the  "Charges"  Section.  There  is no
guaranteed minimum Cash Value for the Variable Account.


SURRENDER VALUE

   
The Surrender  Value is the total amount you may withdraw from the  certificate.
It is equal to the Cash Value less any  Surrender  Charges  and any  outstanding
loan principal and accrued interest.

You will be advised at least  annually  as to the number of  Accumulation  Units
which are credited to the certificate, the current Accumulation Unit Values, the
Variable  Account Cash Value, the Fixed Account Cash Value, the Total Cash Value
and the Surrender Value.
    


CHARGES

   
Charges are  necessary  to pay for the  insurance  provided,  cover the expenses
generated  by  issuing  and  administering  the  certificate,  and to fund AAL's
fraternal  activities.  In addition to the charges described below, a $25 change
fee will be charged for all certificate changes.  This is a $25 charge that will
be assessed if you choose to make changes to your certificate.  Such certificate
changes include a reduction of insurance  charges that are in excess of standard
due to insurance  underwriting  requirements,  a change from smoker to nonsmoker
risk class,  a change in Death Benefit  Options,  and changes to the  additional
benefits under the certificate.
    


PERCENT OF PREMIUM CHARGE

A charge  of 3% of each  premium  payment  is taken to  cover  sales  and  other
expenses and provide support for AAL's fraternal activities.


CASH VALUE CHARGES

On each Monthly Deduction Date charges are deducted from your Cash Value.  These
include cost of insurance,  administrative and issue expense charges,  mortality
and risk  expense  charges  and  charges for  additional  benefits  you may have
selected.  (No  mortality  and risk expense  charges are deducted from the Fixed
Account.)

   
The cost of insurance charge and additional  benefit charges vary by risk class,
amount at risk, Specified Amount and, in most states, sex. The cost of insurance
rates,  used  to  calculate  these  charges,  are  determined  by AAL  based  on
expectations as to future mortality and expense experience.  Any change in these
rates will be applied on a uniform basis to all Insureds of the same risk class.
However,  AAL  cannot  use  cost of  insurance  rates  higher  than  the  annual
guaranteed  cost of insurance  rates shown in the  certificate.  The  guaranteed
rates are no greater than certain of the 1980  Commissioners  Standard  Ordinary
Mortality  Tables (and,  where unisex cost of  insurance  rates apply,  the 1980
Commissioners Standard Ordinary Mortality Table B). These rates are based on the
age and  risk  class  of the  Insured.  They  are  also  based on the sex of the
Insured,  except that unisex rates are used where  appropriate  under applicable
laws. AAL charges rates that are currently lower than the guaranteed  rates, and
may also charge current rates in the future.

A monthly administrative charge of $4 is deducted to cover administrative costs.
This charge is for expenses such as premium billing and collection,  certificate
value calculation, transaction confirmations and periodic reports.
    

The monthly  issue  expense  charge  covers issue costs.  It is deducted for the
first 36 months. This charge will vary by age, risk class, Specified Amount and,
in most states, sex.

   
Monthly  mortality  and expense  risk  charges are  deducted  from the  Variable
Account to pay for the  mortality  and expense risks borne by AAL. The mortality
risk assumed is that Insureds, as a group, may live for a shorter period of time
than estimated and,  therefore,  the cost of insurance  charges specified in the
certificate will be insufficient to meet actual claims. The expense risk assumed
is that other expenses  incurred in issuing and  administering  the certificates
and operating the Separate Account will be greater than the charges assessed for
such expenses.  AAL will realize a gain from this charge to the extent it is not
needed to provide mortality  benefits and expenses under the  certificates,  and
will  realize a loss to the  extent the charge is not  sufficient.  The  monthly
mortality  and  expense  risk  charge  is  guaranteed  never  to  exceed  0.075%
(approximately 0.9% annually).  The charge is applied to the total Cash Value in
the  Subaccounts  on each  Monthly  Deduction  Date.  In  addition,  the monthly
mortality and expense risk charge on  certificates  from their 15th  certificate
Anniversary and beyond is guaranteed at any time to be at least 0.04166% percent
(approximately  0.5%  annually)  less  than the rate in  effect at that time for
certificates  which have not reached  their 15th  certificate  Anniversary.  The
current charges in effect are as follows:  During the first 15 years the monthly
charge is 0.0625%  (approximately  0.75% annually) of the total  Subaccount Cash
Value. This charge drops to 0.02083% (approximately 0.25% annually) of the total
Subaccount Cash Value in certificate Year 16. The monthly  deduction is deducted
from each account on a basis proportional to the Cash Value in that account. For
Subaccounts,  this is accomplished by selling Accumulation Units and withdrawing
their value from that  account.  For the Fixed Account the Cash Value is reduced
by the Fixed Account's proportion of the Monthly Deduction.
    

The Monthly Deduction is made as of the same date each month, beginning with the
Issue  Date,  if that day of the month is a Valuation  Date.  If that day of the
month does not fall on a  Valuation  Date,  the  deduction  date is the  nearest
previous Valuation Date.


SURRENDER CHARGE

   
If you choose to surrender your certificate or reduce your Specified Amount, AAL
will  reduce the Cash Value by the  surrender  charge  assessed  proportionately
against the amounts you have invested in each of your selected  Subaccounts  and
the Fixed Account. This charge is imposed as a deferred sales and administrative
charge.   It  covers  expenses   associated  with   underwriting,   issuing  and
distributing the certificate.

The initial  surrender  charge is based on an amount per  thousand of  Specified
Amount for which the  certificate is issued.  The amount per thousand  varies by
sex, risk class and Issue Age. Your actual surrender  charges are listed on page
3A.1 of your  certificate.  The initial  surrender charge is level for the first
three years and, thereafter, it declines by 1/8th of the initial amount annually
so that,  beginning in the 11th year after the Issue Date (assuming no increases
in Specified Amount) the surrender charge will be zero.

If you increase your  certificate's  Specified Amount, a new surrender charge is
applicable,  in addition to the  existing  surrender  charge.  It is based on an
amount per thousand of the Specified  Amount  increase.  The amount per thousand
varies by sex,  risk class and age at time of  increase.  The  actual  surrender
charges for the increased  Specified Amount will be listed on a new page 3A.1 of
your certificate,  which will be mailed to you at the time of the increase.  The
new surrender  charge is level for the first three years after the increase and,
thereafter,  it  declines  by  1/8th of the  initial  amount  annually  so that,
beginning  in the 11th year after the  increase  date  (assuming  no  additional
increases in Specified Amount) the surrender charge will be zero.
    

If you decrease the  Specified  Amount while the  surrender  charge  applies,  a
portion  of the  surrender  charge  will  be  assessed.  The  decrease  will  be
subtracted first from any previous  increase in the Specified  Amount,  starting
with the most recent,  then from the original  Specified Amount.  The portion of
the charge assessed will be proportional to the amount of the decrease, based on
the  surrender  charges  for the  Specified  Amount  from which the  decrease is
subtracted.


TRANSFER CHARGE

   
Twelve transfers per certificate Year may be made between Subaccounts and/or the
Fixed Account without charge. AAL will charge $25 for each transfer in excess of
twelve.
    


ACCESS TO CASH VALUE


PARTIAL WITHDRAWALS

   
You may take one  partial  withdrawal  of your Cash Value per year at no charge.
$25 is charged for each  additional  withdrawal  during a certificate  Year. The
amount of a partial withdrawal may not exceed the Surrender Value on the date of
the request.  It is implemented by either the redemption of  Accumulation  Units
and/or  reduction in the Fixed Account balance.  The partial  withdrawal will be
taken from the  Subaccounts  and Fixed  Account  according to the ratio that the
Cash Value in the  Subaccount or Fixed Account of the  certificate  bears to the
total Cash Value of the  certificate at the time of the partial  withdrawal;  or
according to any other  administrative  option which you choose and is available
at the time of the partial withdrawal.

For a certificate with the Level Death Benefit Option:
    

A partial  withdrawal  will  reduce  your Cash Value,  Specified  Amount,  Death
Benefit and the amount of  premiums  considered  paid to meet the Death  Benefit
Guarantee  Premium  requirement.  If the Death Benefit is equal to the Specified
Amount at the time of the partial withdrawal, the amount of the reduction in the
Death  Benefit  will be equal to the amount of the  partial  withdrawal.  If the
Death Benefit is greater than the  Specified  Amount,  (a) the Specified  Amount
will be reduced by the amount (if any) by which the  withdrawal  amount  exceeds
the difference  between the Death Benefit and the Specified Amount,  (b) the new
Death  Benefit  will be based on the  death  benefit  factor,  Cash  Value,  and
Specified Amount after the reduction.

The Specified Amount  remaining in effect after a partial  withdrawal may not be
less than $10,000.  Any request for a partial  withdrawal  that would reduce the
Specified Amount below this amount will not be granted.

   
For a certificate with the Variable Death Benefit Option:

A partial withdrawal will reduce the Cash Value,  Death Benefit,  and the amount
of premiums  considered to be paid to meet the Death Benefit  Guaranteed Premium
by the amount of the withdrawal. It will not reduce the Specified Amount.
    


LOANS

   
You may borrow up to 92% of your Cash Value using your  certificate  as security
for a loan.  Interest  will accrue on an annual  basis at 8% on the loan balance
until you reach your 15th Certificate Anniversary. Thereafter the rate will drop
to 7 1/4% per  annum.  The loan  will be taken  from the  Subaccounts  and Fixed
Account  according to the ratio that the Cash Value in the  Subaccount  or Fixed
Account of the  certificate  bears to the total Cash Value of the certificate at
the time of the loan; or according to any other administrative  option which you
choose and is available at the time of the loan.
    

A lower  interest  rate may be credited to the portion of the Fixed Account Cash
Value that equals the amount of the total  outstanding  loan. AAL will determine
the rate credited. In no case will the rate credited be less than 4% annually.

The amount of loan allocated to each  Subaccount  will be transferred  from that
account to the Fixed Account as security for the loan.  Each month, if the total
loan  (principal  plus accrued  interest)  exceeds the total Fixed  Account Cash
Value, the difference will be transferred from the Variable Account to the Fixed
Account as security for the loan.

   
You may repay all or part of your loan at any time while your  certificate is in
force.  Unless you indicate otherwise to AAL, all payments will be assumed to be
premium payments.  Upon your request,  AAL will set up a loan repayment schedule
for you.

If you  surrender  your  certificate,  you will  receive the Cash Value less any
surrender charge and outstanding loan balance.  Partial  withdrawals also reduce
your premiums  credited toward the Death Benefit Guarantee  requirements.  Loans
are added to the required  premiums when testing whether Death Benefit Guarantee
requirements have been met.

Both partial  withdrawals  and loans will reduce the Cash Value available to pay
your insurance costs. You should carefully  consider the impact on the insurance
your  certificate  will be  able  to  provide,  now  and in the  future,  before
exercising these privileges.
    


SURRENDER

   
You may surrender this  certificate for its Surrender Value by sending a written
request to AAL.
    


CERTIFICATE TERMINATION


EARLY TERMINATION AND REINSTATEMENT

Termination

   
Your certificate  will terminate if your Monthly  Deduction is greater than your
Surrender  Value,  your Death  Benefit  Guarantee is not in effect,  and payment
sufficient to cover the next two monthly  deductions  is not received  within 61
days of notification of the Cash Value deficiency (in most states). If this Cash
Value  deficiency  occurs,  you have the right to  reinstate  your  certificate,
within certain  limitations.  The requirements for  reinstatement and associated
limitations are described in your certificate.
    

Reinstatement

   
You may  reinstate  the  certificate  any time  within  three years after it has
terminated  so long as you did not  surrender  it for its  Surrender  Value.  To
reinstate your certificate you must submit evidence of insurability satisfactory
to AAL and pay a premium at least equal to:
    

         - the reinstated loan amount; plus

         - any Surrender Charge at the time of reinstatement; plus

         - the first two Monthly Deduction amounts after reinstatement; less

         - the Cash Value at termination; less

         - any Surrender Charge credited back at reinstatement; plus

         - the new  Surrender  Charge taken for any  reduction in the  Specified
           Amount you request at  reinstatement  plus 3% on the sum of the above
           to cover the percent of premium charge.

   
The premium paid upon reinstatement will be used first to pay any unpaid monthly
deductions that occurred during the grace period.  Your certificate will then be
reinstated as of the date AAL approves your application for reinstatement.

If you  reinstate  this  certificate,  AAL will not contest the  validity of the
reinstated  certificate  after it has been in effect  during the lifetime of the
Insured for two years from the date of reinstatement. After this certificate has
been in force two years from the Issue Date,  any contest of the validity of the
reinstated certificate will be limited to statements made in the application for
reinstatement.
    


DEATH, MATURITY AND SURRENDER

   
Your  certificate will terminate if the Insured dies, or if the Owner surrenders
the  certificate.  If the  certificate  is in effect at age 100,  it will mature
(end) and the Cash Value less any outstanding loan will be paid to the Owner.
    


PAYOUT OPTIONS


SELECTION

All or part of the life insurance proceeds from death, maturity or surrender may
be applied to one of several Payout Options in place of a lump sum payment.  You
may choose or change a payout option while the Insured is alive. The Beneficiary
may choose an option at the  Insured's  death,  unless you have chosen an option
which does not allow the beneficiary to change it.

OPTION 1: INTEREST

The  proceeds  are left  with AAL to earn  interest.  The  rate of  interest  is
determined annually by the AAL Board of Directors. It will never be less than 3%
annually.

OPTION 2: A SELECTED AMOUNT OF INCOME

The proceeds  with  interest are used to make  payments of a selected  amount at
regular  intervals  until the proceeds with interest have been paid. The payment
period may not exceed 30 years.  The rate of interest used will not be less than
3% annually.

OPTION 3: A SET PERIOD

   
The proceeds with interest are used to make payments at regular  intervals.  You
may choose a specified  number of years, not to exceed 30.  Guaranteed  payments
are shown in the certificate. The rate of interest used will not be less than 3%
annually. The amount of payment may be greater than that guaranteed, as declared
annually by AAL's Board of Directors.
    

OPTION 4: LIFE PAYMENT

The  proceeds are left with AAL to earn  interest.  These funds are used to make
payments  at regular  intervals  while the person  named to receive  payments is
alive. AAL will guarantee the amount of these payments for a specified number of
years. A period of 10 or 20 years may be selected.

   
The amount of the  payments  depends on the age and sex of the persons  named to
receive  payments  at the time AAL issues the payment  contract.  Representative
guaranteed payments are shown in the certificate. They are based on a guaranteed
effective  annual  interest  rate of 3.5%  using  the "1983  Table a"  annuitant
mortality table.
    

OPTION 5: JOINT & SURVIVOR

The proceeds with interest are used to make payments at regular  intervals while
both persons named to receive  payments are alive. AAL will guarantee the amount
of these  payments for a specified  number of years.  A period of 10 or 20 years
may be selected.

Upon  the  death  of one of the  persons  named to  receive  payments,  AAL will
continue making payments to the survivor with the payments  reduced by 1/3 after
the  end of the  guaranteed  period.  If  the  survivor  also  dies  during  the
guaranteed period, the unpaid proceeds will be paid in one sum at the survivor's
death.

   
The amount of the  payments  depends on the age and sex of the persons  named to
receive  payments  at the time AAL issues the payment  contract.  Representative
guaranteed payments are shown in the certificate. They are based on a guaranteed
effective  annual  interest  rate of 3.5%  using  the "1983  Table a"  annuitant
mortality table.
    


HOW TO MAKE PAYMENTS AND RECEIVE SERVICE


APPLYING FOR A CERTIFICATE

   
AAL Variable Universal Life certificates are sold by District Representatives of
AAL who are also  Registered  Representatives  of  AALCMC.  To apply  for an AAL
Variable Universal Life certificate please contact your AAL Representative.  You
can locate your Representative by calling (800) 225-5225 or visiting our Webpage
www.aal.org.
    


TIMELY PROCESSING

   
AAL will process all  requests in a timely  fashion.  Requests  received by 3:00
p.m. Central Time on a Valuation Date will use the  certificate's  Cash Value as
of the close of that Valuation  Date. AAL will process  requests  received after
that time using the certificate's  Cash Value as of the close of business of the
following Valuation Date.

After your  certificate  is issued,  AAL will process  payment of any amount due
from the Variable  Account  within seven  calendar  days after AAL receives your
written  request.  Payment may be postponed when the New York Stock Exchange has
been closed and for such other  periods as the SEC may permit.  Payment from the
Fixed Account Cash Value may be deferred up to six months.
    


WRITTEN REQUESTS

You may exercise any of the following privileges:

         - Premium Payment

         - Change in Death Benefit Option

         - Increase/Decrease in Specified Amount

         - Partial Withdrawal

         - Surrender

         - Reinstatement

         - Transfers

         - Dropping/Adding an Additional Benefit

         - Loan

         - Filing a Death Claim

         - Selecting/Changing a Settlement Option

         - Change in Allocation Instructions

         - Loan Repayment

         - Beneficiary  Change(s) by sending  written notice (and payment and/or
           evidence of insurability, if applicable) to AAL at its Home Office:

AID ASSOCIATION FOR LUTHERANS
4321 North Ballard Road
Appleton, Wisconsin 54919-0001


TELEPHONE TRANSACTIONS

If AAL has received a properly  completed  Telephone  Transaction  Authorization
Form,  you may  perform  various  transactions  over the phone.  Phone  services
include: transfers,  premium payment allocation changes, loans and certain other
transactions.

AAL has adopted  reasonable  security  procedures to ensure the  authenticity of
telephone instructions,  including: requiring identifying information, recording
conversations and providing written confirmations of transactions. Nevertheless,
AAL will honor telephone  instructions  from any person who provides the correct
identifying information,  so there is a risk of possible loss to the Owner if an
unauthorized person uses this service in the Owner's name.

If several  persons seek to effect  telephone  instructions at or about the same
time, or if AAL's recording equipment malfunctions, it may be impossible for you
to make a telephone  transaction at that time. If this occurs, you should submit
a Written  Request.  Also, if due to  malfunction  or other  circumstances,  the
recording  of  the  Owner's   telephone  request  is  incomplete  or  not  fully
comprehensible, AAL will not process the transaction.

   
The phone number for telephone transactions is (800) 225-5225.
    

AAL reserves the right to restrict telephone transactions at any time.


DEATH CLAIMS

   
Written  notice  of death  must be  given  to AAL.  Notice  should  include  the
Insured's name and  certificate  number.  Help may be obtained  through your AAL
Representative.
    

A claim form will be sent,  when AAL receives  your  notice.  Complete the claim
form and send it to the Home  Office  along with a  certified  copy of the death
certificate.  Processing  of the  claim  will  begin as soon as these  items are
received.


GENERAL INFORMATION


FREE LOOK

   
How to Cancel Your certificate

Your certificate provides for an initial "free look" period. That is, you as the
certificate  Owner,  have the right to return  your  certificate  within 10 days
after you receive it. To return your certificate you may either:

1) deliver or mail your certificate along with a written request to cancel to
your AAL Representative, or

2) deliver or mail your  certificate  along with a written  request to cancel to
the Home Office:
    

         Aid Association for Lutherans
         4321 North Ballard Road
         Appleton, WI  54919-0001

   
Generally within seven days after AAL receives your request for cancellation, it
will  cancel the  certificate  and send you a refund.  Some states may require a
"free look" period longer than 10 days.

The Amount Refunded After Canceling a certificate During the "Free Look" Period

AAL will refund to you an amount equal to the  certificate's  Accumulation  Unit
Value as of the date the returned certificate or notification of cancellation is
received by AAL.  This may be more or less than the  premium you paid  depending
upon the investment experience of the Subaccount(s) you selected.
    

If your state  requires a full  refund of all  premiums,  your  premium  will be
allocated to the Money Market  Subaccount  until your "free look" plus five- day
period has expired.


ENTIRE CONTRACT

The entire contract between you and AAL is made up of:

   
         - the certificate including any attached riders, endorsements or
           amendments;

         - the application attached to the certificate, including any
           applications for increase in the Specified Amount; and

         - the AAL Articles of  Incorporation  and Bylaws which are in effect on
           the Issue Date of the certificate.
    


STATEMENTS IN THE APPLICATION

Statements made in the application  will be treated as  representations  and not
warranties.  No statement  will be used by AAL to void the contract or to deny a
claim unless it appears in the application.


CHANGE OF CERTIFICATE

   
No  representative  of AAL except the  president or the secretary may change any
part of the certificate on behalf of AAL.

    

INCONTESTABILITY

   
AAL will not contest the validity of the certificate after it has been in effect
during the  lifetime of the Insured for two years from the Issue Date.  AAL will
not contest the  validity of an increase in the  Specified  Amount  after it has
been in effect during the lifetime of the Insured for two years from the date of
increase.  Any  contest  of the  validity  of the  increase  will be  limited to
statements  made in the  application  for the increase.  See the certificate for
more details.
    


MISSTATEMENT OF AGE OR SEX

   
The values of the  certificate  are based on the  Insured's  age and sex. If the
date of birth or sex shown on the  application  is wrong,  the proceeds  payable
will be adjusted to the amount that would be provided by the most recent cost of
insurance charge at the correct attained age or sex.
    


MAINTENANCE OF SOLVENCY

This provision applies only to values in the Fixed Account.

   
If AAL's  reserves for any class of  certificates  become  impaired,  you may be
required to make an extra  payment.  AAL's Board of Directors will determine the
amount of any extra payment based on each member's fair share of the deficiency.
If the payment is not made, it will be charged as a loan against the certificate
with interest at a rate of 5% per year.  You may choose an equivalent  reduction
in benefits  instead of or in combination  with the loan. Any  indebtedness  and
interest  charged against the  certificate,  or any agreement for a reduction in
benefits,  shall have priority over the interest of any Owner,  Beneficiary,  or
collateral assignee under the certificate.
    


BASIS OF COMPUTATIONS

   
Minimum  guaranteed  Cash  Values  for  the  Fixed  Account  are  based  on  the
Commissioner's  1980 Standard  Ordinary  Mortality  Table, age at last birthday,
with interest at the rate of 4%. These values equal or exceed the minimum values
required by law. A detailed  statement of how AAL calculates Cash Values for the
certificate  has  been  filed  with the  insurance  department  of the  state or
district where this certificate was delivered.
    


REPORTS TO OWNERS

   
At least once each certificate  year, AAL will send you a report  concerning the
current status of your certificate. There is no charge for this report.

Upon your request,  AAL will send you an illustration of hypothetical values for
the  certificate.  AAL  may  charge  a  reasonable  fee  for  each  illustration
requested.
    

We will also send periodic reports with financial information on the portfolios,
including  information on the investments  held in each portfolio as required by
the SEC.

   
Confirmation  notices  will be sent  during  the  year for  certain  certificate
transactions.
    


MEMBERSHIP

   
For Insureds Issue Age 15 and under, the Insured will become a benefit member of
AAL at  Insurance  Age 16. For  Insureds  Issue Age 16 and over,  the person who
applied for  membership  is a benefit  member of AAL. The rights and benefits of
membership  are set forth in the  Articles of  Incorporation  and Bylaws of AAL.
Membership cannot be transferred.
    


OWNERSHIP

For Insureds Issue Age 15 and under, the Insured is the Owner of the
   
certificate, unless ownership has been transferred. However, because of age, the
Insured  cannot  exercise  the rights of  ownership.  Therefore,  the person who
applied for the certificate will have control over ownership rights,  except for
transfer of ownership,  until the Insured gains control of the certificate.  For
Insureds  Issue Age 16 and  over,  the  person  who is named as the Owner on the
application for insurance is the Owner, unless ownership has been transferred.

If you are the Owner of the certificate but you are not the Insured,  you should
name a successor  Owner who will become the Owner if you die before the Insured.
If you die before the Insured and there is no successor  Owner named,  ownership
of the certificate will pass to your estate.

During the Insured's lifetime,  you may transfer ownership of the certificate by
sending a signed  written  request to AAL. The transfer  must be approved by AAL
before it is valid.
    


BENEFICIARY

The Beneficiary is the person, entity or organization named to receive the Death
Benefit  after the  Insured  dies.  The Bylaws of AAL list those  eligible to be
beneficiaries.  Beneficiaries  are designated as first,  second and third class.
You may name more than one person or organization in the same class.

If no  Beneficiary  has been named or  survives  the  Insured,  AAL will pay the
proceeds as follows:

         - to your estate if you are the Insured; or

         - to you if you are not the Insured.

During the  Insured's  lifetime,  you may change  the  Beneficiary  by sending a
signed  written  request to AAL. The change must be approved by AAL before it is
valid.


COLLATERAL ASSIGNMENT

   
You may  assign  the  certificate  as  collateral  security  for a loan or other
obligation.  This may limit your rights to the Cash Value and the  beneficiary's
rights to the proceeds.

The assignments must be in writing and filed at our home office.  AAL assumes no
responsibility  as to the validity of any assignment.  AAL is not liable for any
payment made or any other action taken on the certificate  before the assignment
was recorded at our home office.

Any  certificate  loan  obtained  before an  assignment  is recorded at our home
office has priority over the assignment.
    


RIGHTS RESERVED BY AAL

   
Subject to applicable law, AAL reserves the right to make certain changes if, in
its  judgment,  they would best  serve the  interests  of the Owners or would be
appropriate  in carrying out the purposes of the  certificate.  AAL will obtain,
when required, the necessary Owner approval or regulatory approval.  Examples of
the changes AAL may make include, but are not limited to:
    

         - To operate the Variable  Account in any form permitted under the 1940
         Act or in any other form permitted by law.

         - To add, delete, combine, or modify Subaccounts in the Variable
         Account.

         - To add, delete,  or substitute,  for the portfolio shares held in any
         Subaccount,  the shares of another  portfolio of the Fund or the shares
         of  another  investment  company  or  series  thereof,   or  any  other
         investment permitted by law.

   
         - To  make  any  amendments  to  the  certificates  necessary  for  the
         certificates to comply with the provisions of the Internal Revenue Code
         or any other applicable federal or state law.
    



DIRECTORS AND OFFICERS
Our Board of  Directors  decides  matters of  general  policy  and  reviews  the
activities of AAL and the Officers who conduct and supervise the daily  business
operations.

AAL's Directors and Officers,  and their principal  occupations  during the past
five years are:

   
<TABLE>
<CAPTION>
<S>                                 <C>                                
Herbert J. Arkebauer                Director since 6/72; Professor, Southwest Missouri
                                    State University

Raymond G. Avischious               Director since 5/77; President and Chief Executive Officer,
                                    Shurfine Central Corp.

Richard E. Beumer                   Director since 2/87; President and Chief Executive Officer,
                                    Sverdrup Corporation

Kenneth Daly                        Director since 2/94; Partner, KPMG Peat Marwick LLP

Elizabeth A. Duda                   Director since 5/79

Edward A. Engel                     Director since 11/78; President, E. A. Engel & Associates

Gary J. Greenfield                  Director since 1/93; President, Wisconsin Lutheran College

Robert H. Hoffman                   Director since 2/87; Executive, Taylor Corp

Robert E. Long                      Director since 2/82; Senior Vice President, Park Bank

Robert B. Peregrine                 Director since 2/78; Attorney, Peregrine Law offices, S. C.

Paul D. Schrage                     Director since 1/98; Senior Executive Vice President and
                                    Chief Marketing Officer, McDonald's
                                    Corporation

James H. Scott                      Director since 6/98; Principal, Miller Anderson & Shernerd
                                    Vice President, Corporate Secretary and
                                    Assistant Treasurer, Texas Utilities Company


Kathi P. Seifert                    Director since 12/94; Group President, Kimberly Clark Corp.

Roger G. Wheeler                    Director since 8/91; President, Wheel-Air, Inc.,
                                    Wheel-Air Charter, Inc.

E. Marlene Wilson                   Director since 6/81; President, Volunteer Management
                                    Associates

Rev. Thomas R. Zehnder              Director since 1/97; President, Florida-Georgia District,
                                    Lutheran Church Missouri Synod

Richard L. Gunderson                Chairman  of the Board  since
                                    1/95,  Director since 9/85,  Chief Executive
                                    Officer  from 1/87 to 1/97,  and  President,
                                    9/85 to 12/95

John O. Gilbert                     Chief  Executive  Officer  since
                                    1/97,   Director   since   1/96,   President
                                    since12/95,  Chief  Operating  Officer  from
                                    12/95 to  12/96,  Executive  Vice  President
                                    from  1/95  to  12/95,   and   Senior   Vice
                                    President from 1/92 to 1/95

James H. Krueger                    General Agent and Director of Agencies since 4/99
                                    General Agent and Director of Field Leadership 4/97 to 4/99

Ronald G. Anderson                  Senior Vice President since 2/99 Senior Vice President and Chief Investment
                                    Officer 4/96 to 2/99;  President since 1/97,
                                    AAL  Capital  Management  Corporation;  Vice
                                    President  from  3/95 to  4/96,  General  Re
                                    Corp; Chairman from 1/91 to 3/95, General Re
                                    Financial Products Corp.
    

Woodrow E. Eno                      Senior Vice President, Secretary and
                                    General Counsel since 1/96; Vice President
                                    from 5/93 to 1/96, AEGON

Steven A. Weber                     Senior Vice President since 11/95 and
                                    Vice President from 2/89 to 11/95

   
Jon Stellmacher                     Senior Vice President, Member Services since 2/99
    

Fred Ohlde                          Senior Vice  President  since  11/95,
                                    Vice President from 5/93 to 11/95 and Second
                                    Vice President from 3/88 to 5/93

Walter S. Rugland                   Executive  Vice  President  and
                                    Chief Operating  Officer since 7/98;  Equity
                                    Principal  from  11/75 to 6/98,  Milliman  &
                                    Robertson, Inc.

   
Carl J. Rudolph                     Vice President, Controller, Treasurer and Chief Financial
                                    Officer since 2/99

James Jawort                        Vice President since 2/99

Karl Anderson                       Vice President since 2/99

James H Abitz                       Vice President-Investments since 2/97
    

</TABLE>


FEDERAL TAX MATTERS


VARIABLE ACCOUNT TAX STATUS

Both investment income and realized capital gains of the Variable Account (i.e.,
income and capital gains  distributed  to the Variable  Account by the Fund) are
reinvested  without tax since the  Internal  Revenue  Code (the Code)  presently
imposes no applicable tax.  However,  AAL reserves the right to make a deduction
for taxes, should they be imposed with respect to such items in the future.


LIFE INSURANCE QUALIFICATION

   
Section  7702 of the  Code  includes  a  definition  of life  insurance  for tax
purposes.  The Secretary of the Treasury has been granted authority to prescribe
regulations to carry out the purposes of the section,  and proposed  regulations
governing  mortality  charges  were  issued  in  1991.  AAL  believes  that  the
certificate  meets the statutory  definition  of life  insurance.  As such,  and
assuming the diversification  standards of Section 817(h),  discussed below, are
satisfied,  (a) death benefits paid under the  certificate  should  generally be
excluded  from the gross  income  of the  Beneficiary  for  federal  income  tax
purposes under Section 101(a)(1) of the Code and (b) you should not generally be
taxed on the Cash Value under a certificate, including increments thereof, prior
to actual receipt.

AAL intends to comply with any future final  regulations  issued under  Sections
7702 and 817(h) and any amendments to these sections,  and reserves the right to
make such  changes as deemed  necessary to assure such  compliance.  Any changes
will apply uniformly to affected  certificateholders and will be made only after
advance written notice.
    


PRE-DEATH DISTRIBUTIONS

   
The taxation of pre-death  distributions  depends on whether the  certificate is
considered a modified endowment contract (a MEC). A certificate's  qualification
as a MEC is discussed below.

General  Rules:  Assuming a certificate is not a MEC, upon surrender you will be
taxed on the  excess  of  Surrender  Value  plus  unpaid  certificate  loans and
interest less gross premiums paid reduced by untaxed withdrawals.
    

Partial  withdrawals are only taxable to the extent the withdrawal exceeds total
premiums  paid  less  prior  untaxed  partial  withdrawals.   However,   partial
withdrawals  made  within the first 15 years may be  taxable in certain  limited
instances where the Surrender Value plus unpaid loans exceeds the total premiums
paid less the untaxed portion of prior partial withdrawals.

   
Loans received  under the  certificate,  assuming the  certificate is not a MEC,
will not be treated as subject  to tax when  taken.  Generally,  amounts of loan
interest  paid  by  individuals  will  be  considered   nondeductible  "personal
interest".
    

Modified Endowment Contracts:

   
A class of contracts known as "MECs" has been created under Section 7702A of the
Code. Pre-death  distribution rules for certificates  considered to be MECs will
differ from the general  rules above.  A contract  will be a MEC if it fails the
"7-Pay Premium test." A certificate  fails this test if the amount paid into the
certificate  in the  first  seven  years or in the  first  seven  years  after a
material  change,  exceeds  the  amount  that  would  have  been  paid  had  the
certificate  provided for the payment of seven level annual  premiums.  AAL will
notify you if the certificate becomes a MEC.

A MEC  certificate  may be aggregated  with other MECs purchased by you from AAL
during any one calendar year for purposes of determining  the taxable portion of
withdrawals from the certificate.  The certificate is subject to a 7-Pay Premium
test during the first seven  certificate Years and any time a material change to
the contract takes effect. A material change,  for these purposes,  includes the
exchange of a life insurance  certificate for another,  and conversion of a term
life certificate to a whole life or universal life certificate.  In addition, an
increase in the future  benefits  provided  constitutes a material change unless
the increase is  attributable  to (1) the payment of premiums  necessary to fund
the lowest Death Benefit  payable in the first seven  certificate  Years, or (2)
the  crediting of interest or other  earnings with respect to such  premiums.  A
reduction in Death Benefits during the first seven certificate  Years, or during
any pay test period, may also cause a certificate to be considered a MEC.

All distributions,  including certificate loans and collateral assignments, from
a MEC certificate will be currently taxable to the extent that the Cash Value of
the  certificate   immediately   before  payment  exceeds  gross  premiums  paid
(increased by the amount of loans previously taxed and reduced by untaxed amount
previously  received).  These rules may also apply to distributions  made during
the two -year  period  prior to the time  that a  certificate  becomes a MEC.  A
penalty tax equal to 10% of the amount  includible  in income will also apply to
certain  surrenders  or loans taken by you if you have not reached the age of 59
1/2,  unless you are disabled,  or the  surrenders are part of a series of equal
periodic  payments made not less  frequently than annually for your life or life
expectancy. The penalty tax will also apply to income received on a surrender or
loan if the Owner of a MEC is a corporation.
    


DIVERSIFICATION REQUIREMENTS

   
For the  certificate  to be treated as a life  insurance  contract  for  federal
income tax purposes,  the Variable Account and the Fund must satisfy  investment
diversification  requirements  set  forth  in  Section  817(h)  of the  Code and
Treasury Department regulations thereunder. These requirements must be satisfied
at the end of each calendar quarter, or within 30 days thereafter.

The  AAL  Variable  Product  Series  Fund,  Inc.  has  met  the  diversification
requirements at all relevant items.  AAL intends to take any action necessary to
maintain  the  compliance  of  the  Variable  Account  and  the  Fund  with  the
diversification  requirements.  In addition, the Treasury Department may provide
future  guidance  concerning  the extent to which you may direct  investments in
variable funding options under the certificate.  If such guidance is issued, the
certificate may need to be modified to comply with it.
    


OTHER CONSIDERATIONS

   
Because  of  the  complexity  of the  law  and  its  application  to a  specific
individual,  tax advice may be needed by a person  contemplating  purchase  of a
certificate or the exercise of options under a  certificate.  The above comments
concerning federal income tax consequences are not exhaustive, and special rules
exist with respect to situations not discussed in the prospectus.
    

The preceding  description is based upon AAL's  understanding of current federal
income tax law.  AAL cannot  assess the  probability  that  changes in tax laws,
particularly affecting life insurance, will be made.

   
The preceding comments do not take into account estate and gift, state income or
other  state tax  considerations  which may be  involved  in the  purchase  of a
certificate  or the exercise of elections  under the  certificate.  For complete
information  on such  federal  and state tax  considerations,  a  qualified  tax
adviser should be consulted.
    


LITIGATION

   
There are no pending proceedings  commenced by, or known to be contemplated by a
governmental authority, and no pending legal proceedings,  material with respect
to prospective  purchasers of the  certificates,  to which the Variable Account,
AAL or the  principal  underwriter  is a party to or to which the  assets of the
Variable  Account  are  subject.   As  a  fraternal   benefit  society  offering
certificates of insurance,  AAL is ordinarily  involved in litigation.  AAL does
not believe that any current litigation or administrative proceeding is material
to its ability to meet its obligations  under the certificate or to the Variable
Account, nor does AAL expect to incur significant losses from such actions.
    


DISTRIBUTION

   
AAL  Capital  Management  Corporation,   222  West  College  Avenue,   Appleton,
Wisconsin, 54919-0007 (AALCMC) is an indirect subsidiary of AAL and a registered
broker-dealer.  AALCMC is a corporation organized under Delaware law in 1986 and
it serves as the principal  underwriter of the  certificates.  Certificates  are
distributed by Registered  Representatives of AALCMC.  AALCMC also serves as the
principal underwriter of the AAL Variable Annuity and the AAL Mutual Funds.
    
AALCMC's fiscal year operates on a calendar year basis.


ILLUSTRATIONS

   
The  following  tables  illustrate  how the Death  Benefits,  Cash  Values,  and
Surrender  Values of a  hypothetical  certificate  could  vary over an  extended
period of time,  assuming  hypothetical  rates of return  equivalent to constant
gross annual rates of 0%, 8%, and 12%.

The certificates illustrated include the following:
    

1. Male, Nonsmoker, Age 40, Level Death Benefit, Specified Amount $250,000,
Current Rates

2. Male, Nonsmoker, Age 40, Level Death Benefit, Specified Amount $250,000,
Guaranteed Rates

3. Male, Nonsmoker, Age 40, Variable Death Benefit, Specified Amount $250,000,
Current Rates

4. Male, Nonsmoker, Age 40, Variable Death Benefit, Specified Amount $250,000,
Guaranteed Rates

   
The values  would be different  from those shown if the gross annual  investment
rates of  return  averaged  0%,  8%,  or 12% over a period  of  years,  but also
fluctuated above or below those averages for individual  certificate  years. The
illustrations  assume no certificate  loans or withdrawals  have been taken. The
amounts would differ if unisex rates were used.
    

The second column of each table, labeled "Premiums Accumulated at 5%," shows the
amount which would  accumulate if an amount equal to the annual premium,  (after
taxes) were  invested to earn interest at 5%  compounded  annually.  All premium
payments are illustrated as if they were made at the beginning of the year.

   
The amounts shown for Death Benefits,  Cash Values and Surrender  Values reflect
the fact that the net  investment  return on the  certificate  is lower than the
gross investment return on the Variable  Account.  This results from the charges
levied  against the  Variable  Account  (e.g.,  the  mortality  and expense risk
charge) as well as the premium  charge,  administrative  charges  and  Surrender
Charges.  The difference  between the Cash Value and the Surrender  Value is the
Surrender Charge.

The tables  illustrate  the cost of insurance  and other charges at both current
rates and the maximum rates guaranteed in the certificate.  The amounts shown at
the  end of each  certificate  year  reflect  a daily  investment  advisory  fee
equivalent  to an annual  rate of 0.4175%  of the  aggregate  average  daily net
assets of the  Subaccounts.  This  hypothetical  rate is  representative  of the
average  maximum  advisory  fee  applicable  to  the  portfolios  in  which  the
Subaccount  invests.  Actual  fees may vary by  Subaccount  and are  subject  to
agreements  by the  sponsor  to  waive  or  otherwise  reimburse  each  Fund for
operating  expenses which exceed certain limits.  This  reimbursement is further
described  elsewhere in these  prospectuses.  There can be no assurance that the
expense  reimbursement  arrangements  will  continue  in  the  future,  and  any
unreimbursed expenses would be reflected in the values included on the tables.

The effect of these investment  management expenses on a 0% gross rate of return
would result in a net rate of return of (0.4175)%,  on 8% it would be 7.58%, and
on 12% it would be 11.58%.
    

The tables assume the deduction of charges  including  administrative  and sales
charges.  The tables  reflect the fact that we do not currently  make any charge
against the  Variable  Account for state or federal  taxes.  If such a charge is
made in the  future,  it will take a higher  gross rate of return than the rates
shown to produce the Death Benefits, Cash Values and Surrender Values shown.

AAL will furnish, upon request, a comparable  illustration based on the proposed
Insured's Issue Age, Risk Class, Sex, Specified Amount, Death Benefit Option and
premium amount requested.



FLEXIBLE PREMIUM VARIABLE UNIVERAL LIFE

Illustration of Death Benefits, Cash Values and Surender Values 
Based on Current Charges


                    Issue Age:               40
                    Risk Class:              Standard Nonsmoker
                    Death Benefit Option:    Level
                    Specified Amount:        $250,000
                    Sex:                     Male
                    Annual Premium:          $2,534


<TABLE>
<CAPTION>
<S>               <C>               <C>                <C>                  <C>                   <C>    
                                                       End of Year Death Benefit Assuming
End of            Annual            Premium            Hypothetical Gross Annual Investment
Certificate       Premiums          Accumulated        Return of
Year              Paid              at 5%              0%                   8%                    12%
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1                 $2,534             $2,661            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
2                 $2,534             $5,454            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
3                 $2,534             $8,388            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
4                 $2,534            $11,468            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
5                 $2,534            $14,702            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
6                 $2,534            $18,098            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
7                 $2,534            $21,663            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
8                 $2,534            $25,407            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
9                 $2,534            $29,338            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
10                $2,534            $33,466            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
15                $2,534            $57,414            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
20                $2,534            $87,979            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
25                $2,534            $126,987           $250,000             $250,000              $258,920
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
30                $2,534            $176,774           $250,000             $250,000              $434,286
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S>              <C>             <C>             <C>              <C>              <C>            <C>             <C>
                                 End of Year Cash Value                            End of Year Surrender Value Assuming
End of           Annual          Assuming Hypothetical Gross                       Hypothetical Gross Annual Investment
Certificate      Premiums        Annual Investment Return of                       Return of
Year             Paid            0%              8%               12%              0%             8%              12%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
1                $2,534          $1,607          $1,767            $1,848            $0             $0              $0
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
2                $2,534          $3,156          $3,613            $3,852           $115           $572            $811
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
3                $2,534          $4,644          $5,541            $6,029          $1,603         $2,500          $2,988
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
4                $2,534          $6,282          $7,776            $8,620          $3,624         $5,118          $5,962
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
5                $2,534          $7,878          $10,140          $11,469          $5,602         $7,865          $9,193
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
6                $2,534          $9,457          $12,670          $14,630          $7,564         $10,776         $12,737
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
7                $2,534         $11,019          $15,374          $18,138          $9,508         $13,863         $16,627
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
8                $2,534         $12,498          $18,200          $21,963         $11,369         $17,072         $20,835
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
9                $2,534         $13,939          $21,202          $26,188         $13,193         $20,456         $25,442
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
10               $2,534         $15,340          $24,390          $30,854         $14,977         $24,026         $30,491
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
15               $2,534         $21,475          $43,369          $62,528         $21,475         $43,369         $62,528
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
20               $2,534         $26,124          $69,968          $117,395        $26,124         $69,968        $117,395
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
25               $2,534         $27,284         $106,013          $212,229        $27,284        $106,013        $212,229
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
30               $2,534         $21,152         $154,952          $374,384        $21,152        $154,952        $374,384
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 8%, and 12% over a period of years but varied above
or below that average  during the period.  The above  values  assume no loans or
withdrawals are taken.




FLEXIBLE PREMIUM VARIABLE UNIVERAL LIFE

Illustration of Death Benefits, Cash Values and Surender Values 
Based on Maximum Charges


                    Issue Age:               40
                    Risk Class:              Standard Nonsmoker
                    Death Benefit Option:    Level
                    Specified Amount:        $250,000
                    Sex:                     Male
                    Annual Premium:          $2,534


<TABLE>
<CAPTION>
<S>               <C>               <C>                <C>                  <C>                   <C>    
                                                       End of Year Death Benefit Assuming
End of            Annual            Premium            Hypothetical Gross Annual Investment
Certificate       Premiums          Accumulated        Return of
Year              Paid              at 5%              0%                   8%                    12%
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1                 $2,534             $2,661            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
2                 $2,534             $5,454            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
3                 $2,534             $8,388            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
4                 $2,534            $11,468            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
5                 $2,534            $14,702            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
6                 $2,534            $18,098            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
7                 $2,534            $21,663            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
8                 $2,534            $25,407            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
9                 $2,534            $29,338            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
10                $2,534            $33,466            $250,000             $250,000              $250,000

- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
15                $2,534            $57,414            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
20                $2,534            $87,979            $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
25                $2,534            $126,987           $250,000             $250,000              $250,000
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
30                $2,534            $176,774           $250,000             $250,000              $358,216
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S>              <C>             <C>             <C>              <C>              <C>            <C>             <C>
                                 End of Year Cash Value                            End of Year Surrender Value Assuming
End of           Annual          Assuming Hypothetical Gross                       Hypothetical Gross Annual Investment
Certificate      Premiums        Annual Investment Return of                       Return of
Year             Paid            0%              8%               12%              0%             8%              12%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
1                $2,534          $1,604          $1,764            $1,844            $0             $0              $0
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
2                $2,534          $3,147          $3,604            $3,842           $107           $563            $801
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
3                $2,534          $4,628          $5,522            $6,008          $1,587         $2,481          $2,967
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
4                $2,534          $6,233          $7,719            $8,558          $3,574         $5,060          $5,900
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
5                $2,534          $7,768          $10,013          $11,332          $5,493         $7,737          $9,056
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
6                $2,534          $9,227          $12,403          $14,343          $7,333         $10,510         $12,450
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
7                $2,534         $10,604          $14,892          $17,616          $9,094         $13,381         $16,106
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
8                $2,534         $11,898          $17,483          $21,176         $10,770         $16,355         $20,048
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
9                $2,534         $13,103          $20,178          $25,050         $12,357         $19,432         $24,305
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
10               $2,534         $14,212          $22,979          $29,268         $13,849         $22,616         $28,905
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
15               $2,534         $17,921          $38,452          $56,676         $17,921         $38,452         $56,676
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
20               $2,534         $17,642          $57,338          $101,695        $17,642         $57,338        $101,695
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
25               $2,534          $9,800          $78,384          $177,156         $9,800         $78,384        $177,156
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
30               $2,534            $0            $99,915          $308,807           $0           $99,915        $308,807
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 8%, and 12% over a period of years but varied above
or below that average  during the period.  The above  values  assume no loans or
withdrawals are taken.




FLEXIBLE PREMIUM VARIABLE UNIVERAL LIFE

Illustration of Death Benefits, Cash Values and Surender Values 
Based on Current Charges


                    Issue Age:               40
                    Risk Class:              Standard Nonsmoker
                    Death Benefit Option:    Variable
                    Specified Amount:        $250,000
                    Sex:                     Male
                    Annual Premium:          $2,534


<TABLE>
<CAPTION>
<S>               <C>               <C>                <C>                  <C>                   <C>    
                                                       End of Year Death Benefit Assuming
End of            Annual            Premium            Hypothetical Gross Annual Investment
Certificate       Premiums          Accumulated        Return of
Year              Paid              at 5%              0%                   8%                    12%
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1                 $2,534             $2,661            $251,603             $251,762              $251,842
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
2                 $2,534             $5,454            $253,142             $253,597              $253,835
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
3                 $2,534             $8,388            $254,616             $255,508              $255,992
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
4                 $2,534            $11,468            $256,236             $257,718              $258,555
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
5                 $2,534            $14,702            $257,808             $260,047              $261,361
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
6                 $2,534            $18,098            $259,359             $262,531              $264,466
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
7                 $2,534            $21,663            $260,887             $265,178              $267,900
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
8                 $2,534            $25,407            $262,326             $267,930              $271,627
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
9                 $2,534            $29,338            $263,720             $270,840              $275,725
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
10                $2,534            $33,466            $265,068             $273,916              $280,232
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
15                $2,534            $57,414            $270,816             $291,868              $310,259
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
20                $2,534            $87,979            $274,762             $315,853              $360,178
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
25                $2,534            $126,987           $274,711             $345,443              $440,532
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
30                $2,534            $176,774           $266,704             $377,954              $567,288
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S>              <C>             <C>             <C>              <C>              <C>            <C>             <C>
                                 End of Year Cash Value                            End of Year Surrender Value Assuming
End of           Annual          Assuming Hypothetical Gross                       Hypothetical Gross Annual Investment
Certificate      Premiums        Annual Investment Return of                       Return of
Year             Paid            0%              8%               12%              0%             8%              12%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
1                $2,534          $1,603          $1,762            $1,842            $0             $0              $0
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
2                $2,534          $3,142          $3,597            $3,835           $101           $557            $795
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
3                $2,534          $4,616          $5,508            $5,992          $1,575         $2,467          $2,952
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
4                $2,534          $6,236          $7,718            $8,555          $3,578         $5,060          $5,896
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
5                $2,534          $7,808          $10,047          $11,361          $5,532         $7,771          $9,085
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
6                $2,534          $9,359          $12,531          $14,466          $7,466         $10,638         $12,573
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
7                $2,534         $10,887          $15,178          $17,900          $9,376         $13,667         $16,389
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
8                $2,534         $12,326          $17,930          $21,627         $11,197         $16,802         $20,498
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
9                $2,534         $13,720          $20,840          $25,725         $12,974         $20,094         $24,979
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
10               $2,534         $15,068          $23,916          $30,232         $14,705         $23,553         $29,868
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
15               $2,534         $20,816          $41,868          $60,259         $20,816         $41,868         $60,259
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
20               $2,534         $24,762          $65,853          $110,178        $24,762         $65,853        $110,178
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
25               $2,534         $24,711          $95,443          $190,532        $24,711         $95,443        $190,532
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
30               $2,534         $16,704         $127,954          $317,288        $16,704        $127,954        $317,288
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 8%, and 12% over a period of years but varied above
or below that average  during the period.  The above  values  assume no loans or
withdrawals are taken.




FLEXIBLE PREMIUM VARIABLE UNIVERAL LIFE

Illustration of Death Benefits, Cash Values and Surender Values 
Based on Maximum Charges


                    Issue Age:               40
                    Risk Class:              Standard Nonsmoker
                    Death Benefit Option:    Variable
                    Specified Amount:        $250,000
                    Sex:                     Male
                    Annual Premium:          $2,534


<TABLE>
<CAPTION>
<S>               <C>               <C>                <C>                  <C>                   <C>    
                                                       End of Year Death Benefit Assuming
End of            Annual            Premium            Hypothetical Gross Annual Investment
Certificate       Premiums          Accumulated        Return of
Year              Paid              at 5%              0%                   8%                    12%
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1                 $2,534             $2,661            $251,600             $251,759              $251,839
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
2                 $2,534             $5,454            $253,134             $253,588              $253,825
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
3                 $2,534             $8,388            $254,600             $255,489              $255,972
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
4                 $2,534            $11,468            $256,186             $257,660              $258,492
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
5                 $2,534            $14,702            $257,697             $259,917              $261,221
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
6                 $2,534            $18,098            $259,123             $262,257              $264,171
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
7                 $2,534            $21,663            $260,461             $264,679              $267,358
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
8                 $2,534            $25,407            $261,707             $267,184              $270,804
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
9                 $2,534            $29,338            $262,855             $269,770              $274,528
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
10                $2,534            $33,466            $263,899             $272,433              $278,551
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
15                $2,534            $57,414            $267,097             $286,551              $303,788
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
20                $2,534            $87,979            $265,901             $301,760              $341,739
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
25                $2,534            $126,987           $256,900             $313,823              $395,781
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
30                $2,534            $176,774              $0                $314,788              $469,823
- -----------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>
<S>              <C>             <C>             <C>              <C>              <C>            <C>             <C>
                                 End of Year Cash Value                            End of Year Surrender Value Assuming
End of           Annual          Assuming Hypothetical Gross                       Hypothetical Gross Annual Investment
Certificate      Premiums        Annual Investment Return of                       Return of
Year             Paid            0%              8%               12%              0%             8%              12%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
1                $2,534          $1,600          $1,759            $1,839            $0             $0              $0
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
2                $2,534          $3,134          $3,588            $3,825           $93            $547            $784
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
3                $2,534          $4,600          $5,489            $5,972          $1,560         $2,448          $2,931
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
4                $2,534          $6,186          $7,660            $8,492          $3,528         $5,001          $5,834
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
5                $2,534          $7,697          $9,917           $11,221          $5,421         $7,641          $8,945
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
6                $2,534          $9,123          $12,257          $14,171          $7,230         $10,364         $12,277
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
7                $2,534         $10,461          $14,679          $17,358          $8,950         $13,168         $15,848
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
8                $2,534         $11,707          $17,184          $20,804         $10,579         $16,056         $19,676
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
9                $2,534         $12,855          $19,770          $24,528         $12,109         $19,024         $23,782
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
10               $2,534         $13,899          $22,433          $28,551         $13,536         $22,070         $28,188
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
15               $2,534         $17,097          $36,551          $53,788         $17,097         $36,551         $53,788
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
20               $2,534         $15,901          $51,760          $91,739         $15,901         $51,760         $91,739
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
25               $2,534          $6,900          $63,823          $145,781         $6,900         $63,823        $145,781
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
30               $2,534            $0            $64,788          $219,823           $0           $64,788        $219,823
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The values would be different  from those shown above if the actual gross annual
rates of return averaged 0%, 8%, and 12% over a period of years but varied above
or below that average  during the period.  The above  values  assume no loans or
withdrawals are taken.


LEGAL AND ACTUARIAL MATTERS

   
The legal validity of the certificates described in this prospectus has been
passed upon by Mark J. Mahoney, Esq. of the law department of AAL
    

Actuarial  matters in this  prospectus  have been  examined  by David C.  Vanden
Heuvel  FSA,  MAAA  Director  and  Associate  Actuary,  for AAL.  His opinion on
actuarial  matters is filed as an exhibit to the  registration  statement  filed
with the Securities and Exchange Commission for the AAL Variable Life Account I.

EXPERTS

   
The audited  consolidated  financial statements of Aid Association for Lutherans
at December  31, 1998,  and 1997,  and for each of the three years in the period
ended  December 31, 1998,  and AAL Variable Life Account I at December 31, 1998,
and for the period from May 15, 1998 (date operations in commenced), to December
31, 1998, both appearing in the prospectus and  registration  statement,  as set
forth in the reports,  are  included in reliance on such reports  given upon the
authority of such firm as experts in accounting and auditing.
    


FINANCIAL STATEMENTS

   
The financial  statements  of AAL should be considered  only as bearing upon the
ability of AAL to meet its  obligations  under the  certificates.  The financial
statements  of AAL  should  not  be  considered  as  bearing  on the  investment
experience of the assets held in any Variable Account.

The most current financial statements of AAL are those as of the end of the most
recent  fiscal year ended  December  31,  1998.  AAL does not prepare  financial
statements  more often than  annually  in the form  required to be included in a
prospectus and believes that any incremental benefit to prospective  certificate
owners that may result from  preparing  and  delivering  more current  financial
statements, though unaudited, does not justify the additional cost that would be
incurred. In addition, AAL represents that there have been no adverse changes in
the financial  condition or operations of AAL between the end of the fiscal year
ended December 31, 1998, and the date of this prospectus.

The financial  statements  of AAL and the  financial  statements of AAL Variable
Life Account I follow.
    


                          Aid Association for Lutherans

                        Consolidated Financial Statements

                                December 31, 1998




                                    Contents

Report of Independent Auditors.................................................1

Consolidated Balance Sheets....................................................2

Consolidated Statements of Income..............................................3

Consolidated Statements of Changes in Certificateholders' Surplus..............4

Consolidated Statements of Cash Flows..........................................5

Notes to Consolidated Financial Statements.....................................6








                         Report of Independent Auditors


The Board of Directors
Aid Association for Lutherans


We have audited the accompanying  consolidated balance sheets of Aid Association
for  Lutherans  (AAL)  as of  December  31,  1998  and  1997,  and  the  related
consolidated  statements of income, changes in  certificateholders'  surplus and
cash flows for each of the three years in the period  ended  December  31, 1998.
These  financial  statements are the  responsibility  of AAL's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of AAL at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years  ended  December  31,  1998,  in  conformity  with  generally
accepted accounting principles.





January 27, 1999





                          Aid Association for Lutherans

                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                                              December 31
                                                                                       1998                 1997
                                                                                -------------------  -------------------
                                                                                            (In Thousands)
<S>                                                                                     <C>                  <C>       

Assets
  Investments:
      Securities available for sale, at fair value
          Fixed maturities                                                              $9,067,041           $7,717,917
          Equity securities                                                                823,519              681,216
      Fixed maturities held to maturity, at amortized cost                               3,905,705            4,365,805
      Mortgage loans                                                                     3,149,509            3,218,193
      Real estate                                                                           74,529              113,793
      Certificate loans                                                                    499,509              501,327
      Other invested assets                                                                 10,425                9,441
                                                                                -------------------  -------------------
      Total investments                                                                 17,530,237           16,607,692

  Cash and cash equivalents                                                                231,761              291,302
  Premiums and fees receivable                                                              18,904               13,999
  Accrued investment income                                                                198,226              190,776
  Deferred acquisition costs                                                               666,837              659,815
  Property and equipment                                                                    95,057               95,453
  Assets held in separate accounts                                                       1,406,402              824,995
  Other assets                                                                               6,434                7,473
                                                                                -------------------  -------------------

Total Assets                                                                           $20,153,858          $18,691,505
                                                                                ===================  ===================

Liabilities  and   Certificateholders'   Surplus  Certificate   liabilities  and
  accruals:
      Future certificate benefits                                                       $2,800,287           $2,640,172
      Unpaid claims and claim expenses                                                      97,942               97,670
                                                                                -------------------  -------------------
      Total certificate liabilities and accruals                                         2,898,229            2,737,842

  Certificateholder funds                                                               13,111,702           12,783,985
  Liabilities related to separate accounts                                               1,406,402              824,995
  Other liabilities                                                                        189,086              126,616
                                                                                -------------------  -------------------
Total Liabilities                                                                       17,605,419           16,473,438

Certificateholders' Surplus
  Accumulated surplus                                                                    2,137,075            1,890,394
  Accumulated other comprehensive income                                                   411,364              327,673
                                                                                -------------------  -------------------
Total Certificateholders' Surplus                                                        2,548,439            2,218,067
                                                                                -------------------  -------------------

Total Liabilities and Certificateholders' Surplus                                      $20,153,858          $18,691,505
                                                                                ===================  ===================
</TABLE>

See accompanying notes.




                          Aid Association for Lutherans

                        Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                                      Years Ended December 31
                                                            1998               1997                1996
                                                      -----------------  ------------------  ------------------
                                                                           (In Thousands)

<S>                                                          <C>                 <C>                 <C>      
Revenue
      Insurance premiums                                     $ 406,153           $ 390,881           $ 364,078
      Insurance charges                                        309,326             297,171             278,774
      Net investment income                                  1,231,684           1,210,481           1,171,590
      Net realized investment gains                            117,615             107,445              62,959
      Other revenue                                             82,798              68,401              63,141
                                                      -----------------  ------------------  ------------------
Total revenue                                                2,147,576           2,074,379           1,940,542

Benefits and expenses
      Certificate claims and other benefits                    369,443             356,943             345,786
      Increase in certificate reserves                         172,673             150,754             134,900
      Interest credited                                        800,093             775,196             748,350
      Surplus refunds                                          112,264             109,491             105,997
                                                      -----------------  ------------------  ------------------
      Total benefits                                         1,454,473           1,392,384           1,335,033

      Underwriting, acquisition and insurance
        expenses                                               331,352             329,448             303,162
      Fraternal benefits and expenses                          115,070             104,279             104,306
                                                      -----------------  ------------------  ------------------
      Total expenses                                           446,422             433,727             407,468
                                                      -----------------  ------------------  ------------------

Total benefits and expenses                                  1,900,895           1,826,111           1,742,501
                                                      -----------------  ------------------  ------------------

Net income                                                   $ 246,681           $ 248,268           $ 198,041
                                                      =================  ==================  ==================
</TABLE>

See accompanying notes.



                          Aid Association for Lutherans

        Consolidated Statements of Changes in Certificateholders' Surplus


<TABLE>
<CAPTION>
                                                                                  Accumulated
                                                                                     other                     Total
                                                           Accumulated           comprehensive          certificateholders'
                                                             surplus                 income                   surplus
                                                        -------------------  ----------------------- --------------------------

                                                                                    (In Thousands)

<S>                <C>                                         <C>                      <C>                      <C>          
Balance at January 1, 1996                                     $ 1,444,085              $   238,680              $   1,682,765
Comprehensive income
  Net income                                                       198,041                        -                    198,041
  Net increase in unrealized
    appreciation of securities
    available for sale  *                                                -                 (89,977)                   (89,977)
                                                        -------------------  ----------------------- --------------------------
Total comprehensive income                                         198,041                 (89,977)                    108,064

Balance at December 31, 1996                                     1,642,126                  148,703                  1,790,829
Comprehensive income
  Net income                                                       248,268                        -                    248,268
  Net increase in unrealized
    appreciation of securities
    available for sale  *                                                -                  178,970                    178,970
                                                        -------------------  ----------------------- --------------------------
Total comprehensive income                                         248,268                  178,970                    427,238

Balance at December 31, 1997                                     1,890,394                  327,673                  2,218,067
Comprehensive income
  Net income                                                       246,681                        -                    246,681
  Net increase in unrealized
    appreciation of securities
    available for sale  *                                                -                   83,691                     83,691
                                                        -------------------  ----------------------- --------------------------
Total comprehensive income                                         246,681                   83,691                    330,372

Balance at December 31, 1998                                   $ 2,137,075              $   411,364              $   2,548,439
                                                        ===================  ======================= ==========================


* Net increase in unrealized  appreciation  of securities  available for sale is
reported net of reclassification adjustment calculated as follows:

                                                               1998                   1997                     1996
                                                        -------------------  ----------------------- --------------------------
Unrealized appreciation of securities
  available for sale                                            $  211,369              $   247,980              $    (11,170)
    Less:  reclassification adjustment for
      realized gains included in net income                        127,678                   69,010                     78,807
                                                        -------------------  ----------------------- --------------------------
Net increase (decrease) in appreciation
  of securities available for sale                               $  83,691              $   178,970              $    (89,977)
                                                        ===================  ======================= ==========================
</TABLE>


See accompanying notes.
                                         


                          Aid Association for Lutherans

                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                                          Years Ended December 31
                                                                                  1998              1997              1996
                                                                            ----------------- ----------------- -----------------
                                                                                               (In Thousands)

<S>                                                                                 <C>               <C>               <C>     
Operating Activities:
   Net Income                                                                       $246,681          $248,268          $198,041
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Increase in certificate liabilities and accruals                                160,387           131,364           135,911
     Increase in certificateholder funds                                             435,667           424,048           449,570
     (Increase) decrease in deferred acquisition costs                               (8,323)            14,818          (17,547)
     Realized gains on investments                                                 (105,957)         (104,418)          (63,219)
     Provisions for amortization and depreciation                                     19,843            17,902            20,309
     Changes in other assets and liabilities                                          50,563             (682)             3,914
                                                                            ----------------- ----------------- -----------------
   Net cash provided by operating activities                                         798,861           731,300           726,979

Investing Activities:
   Securities available for sale:
     Purchases - fixed maturities                                                (6,269,175)       (2,708,407)       (2,311,534)
     Sales - fixed maturities                                                      4,119,193         1,599,720         1,606,098
     Maturities - fixed maturities                                                   847,842           513,605           476,592
     Purchases - equities                                                          (428,246)         (419,487)         (203,720)
     Sales - equities                                                                402,485           406,714           201,119
   Securities held to maturity:
     Purchases                                                                     (294,364)         (530,430)         (785,732)
     Maturities                                                                      752,177           576,810           435,374
   Mortgage loans funded                                                           (244,184)         (212,634)         (559,005)
   Mortgage loans repaid                                                             318,378           308,598           207,904
   Certificate loans, net                                                              1,818              (64)             (957)
   Other                                                                              43,623           (6,377)             1,351
                                                                            ----------------- ----------------- -----------------
   Net cash used in investing activities                                           (750,453)         (471,952)         (932,510)

Financing Activities:
   Universal life and investment contract receipts                                 1,029,287         1,051,931         1,086,856
   Universal life and investment contract withdrawals                            (1,137,236)       (1,126,545)         (940,777)
                                                                            ----------------- ----------------- -----------------
   Net cash (used in) provided by financing activities                             (107,949)          (74,614)           146,079
                                                                            ----------------- ----------------- -----------------

Net (decrease) increase in cash and cash equivalents                                (59,541)           184,734          (59,452)

Cash and cash equivalents, beginning of year                                         291,302           106,568           166,020
                                                                            ----------------- ----------------- -----------------

Cash and cash equivalents, end of year                                              $231,761          $291,302          $106,568
                                                                            ================= ================= =================
</TABLE>

See accompanying notes.



                          Aid Association for Lutherans

                   Notes to Consolidated Financial Statements

                                December 31, 1998


Note 1.  Nature of Operations and Significant Accounting Policies

Nature of Operations
Aid Association for Lutherans (AAL) is the nation's  largest  fraternal  benefit
society in terms of assets and individual  life insurance in force.  It provides
its 1.7 million members with life insurance and retirement  products (both fixed
and variable),  as well as disability  income and long-term care  insurance,  in
most  states.  Mutual  funds are  offered to members by AAL  Capital  Management
Corporation (CMC). AAL Trust Company, FSB (AALTC), which commenced operations in
November of 1998,  provides personal asset management,  administrative and other
trust services to members.  CMC and AALTC are wholly-owned by AAL Holdings Inc.,
AAL's  wholly-owned  subsidiary.  Credit union services are available to members
from the AAL Member Credit Union, an affiliate of AAL. AAL members are served by
nearly 1,700 district representatives across the country.

Basis of Presentation
The accompanying  consolidated  financial statements of AAL and its wholly-owned
subsidiary have been prepared in accordance with generally  accepted  accounting
principles ("GAAP").

The  preparation  of  financial  statements  in  conformity  with GAAP  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.

Principles of Consolidation
The  consolidated   financial  statements  include  the  accounts  of  AAL,  its
wholly-owned subsidiary,  AAL Holdings Inc., and its wholly-owned  subsidiaries,
including  CMC,  AALTC  and  North  Meadows   Investment  Ltd.  All  significant
intercompany transactions have been eliminated.

The  significant  accounting  practices  used in  preparation  of the  financial
statements are summarized as follows:

Investments
Investments in fixed  maturities are classified as available for sale or held to
maturity  according  to  the  holder's  intent.  Securities  classified  in  the
available  for sale  category  are  carried at fair  value and  consist of those
securities  which AAL intends to hold for an  indefinite  period of time but not
necessarily to maturity. Securities in the held to maturity category are carried
at  amortized  cost and  consist of those which AAL has both the ability and the
positive intent to hold to maturity.

Changes in fair values of available  for sale  securities,  after  adjustment of
deferred  acquisition  costs (DAC),  are reported as unrealized  appreciation or
depreciation  directly  in  certificateholders'  surplus as other  comprehensive
income and,  accordingly,  have no effect on net income.  The DAC offsets to the
unrealized  appreciation or depreciation  represent valuation adjustments of DAC
that  would  have been  required  as a charge or credit to  operations  had such
unrealized amounts been realized.

The cost of fixed maturity  investments  classified as available for sale and as
held to maturity is adjusted  for  amortization  of premiums  and  accretion  of
discounts  calculated using the effective interest method.  That amortization or
accretion is included in net investment income.

Mortgage  loans  generally  are  stated at their  outstanding  unpaid  principal
balances.  Interest income is accrued on the unpaid principal balance. Discounts
and premiums are amortized to income using the effective interest method.


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

Investments (Continued)
Investment real estate is valued at original cost plus capital expenditures less
accumulated  depreciation.  Depreciation  is  computed  using the  straight-line
method over the estimated  useful life of the property.  Real estate expected to
be disposed of is carried at the lower of cost or fair value, less cost to sell.

Certificate  loans are generally valued at the aggregate unpaid balances.  Other
investments, consisting of limited partnerships, are valued on the equity basis.

All  investments  are carried net of  allowances  for declines in value that are
other than  temporary;  the changes in those  reserves  are reported as realized
gains or losses on investments.

Realized  gains and  losses on the sale of  investments  and  declines  in value
considered  to be  other  than  temporary  are  recognized  in the  Consolidated
Statements of Income on the specific identification basis.

Securities  loaned under AAL's  securities  lending  agreement are stated in the
Consolidated  Balance Sheets at amortized cost or fair market value,  consistent
with AAL's  classifications  of such securities as held to maturity or available
for  sale.  AAL  measures  the  fair  value of  securities  loaned  against  the
collateral  received  on a daily  basis.  Additional  collateral  is obtained as
necessary to ensure such transactions are adequately collateralized.

Cash and Cash Equivalents
Cash and cash  equivalents  are carried at cost and  include  all highly  liquid
investments purchased with an original maturity of three months or less.

Deferred Acquisition Costs
Costs which vary with and are primarily  attributable  to the  production of new
business have been deferred to the extent such costs are deemed recoverable from
future  profits.  Such  costs  include  commissions,   selling,   selection  and
certificate issue expenses. For interest sensitive life,  participating life and
investment  products,  these costs are  amortized  in  proportion  to  estimated
margins  from  interest,  mortality  and  other  factors  under  the  contracts.
Amortization of acquisition  costs for other  certificates is charged to expense
in proportion to premium revenue recognized.

Property and Equipment
Property and equipment are recorded at cost less accumulated  depreciation.  The
cost of property and equipment is being depreciated by the straight-line  method
over the estimated  useful lives.  Accumulated  depreciation was $94,297,000 and
$113,453,000 at December 31, 1998 and 1997, respectively.

Certificate Liabilities and Accruals
Reserves for future  certificate  benefits for participating  life insurance are
net level reserves computed using the same interest and mortality assumptions as
used to compute  cash  values.  Reserves  for future  certificate  benefits  for
non-participating  life  insurance are also net level  reserves,  computed using
assumptions  as to  mortality,  interest and  withdrawal,  with a provision  for
adverse deviation.  Interest  assumptions  generally range from 2.5% to 4.0% for
participating  life insurance and from 7.8% to 9.6% for  non-participating  life
insurance.


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

Certificate Liabilities and Accruals (Continued)
Reserves  for future  certificate  benefits for  universal  life  insurance  and
deferred  annuities  consist of certificate  account balances before  applicable
surrender  charges.  The average  interest rate credited to account  balances in
1998 was 7.4% for universal life, 6.0% for portfolio-average deferred annuities,
and ranged from 4.4% to 7.2% for investment generation deferred annuities (IGA).

Reserves for health  certificates  are generally  computed using current pricing
assumptions.  For  Medicare  supplement,  disability  income  and long term care
certificates,  reserves  are  computed  on a net  level  basis  using  realistic
assumptions, with provision for adverse deviation.

Claim reserves are established for future payments not yet due on claims already
incurred, relating primarily to health certificates. These reserves are based on
past  experience  and applicable  morbidity  tables.  Reserves are  continuously
reviewed  and  updated,  with any  resulting  adjustments  reflected  in current
operations.

Separate Accounts
Separate  account assets and liabilities  reported in the  accompanying  balance
sheets represent funds that are separately administered for variable annuity and
variable universal life contracts,  and for which the certificateholder,  rather
than  AAL,  bears  the  investment   risk.  Fees  charged  on  separate  account
certificateholder  deposits are included in insurance charges.  Separate account
assets,  which are  stated at fair  value  based on quoted  market  prices,  and
separate account  liabilities are shown  separately in the Consolidated  Balance
Sheets.  Operating  results of the  separate  accounts  are not  included in the
Consolidated Statements of Income.

Insurance Premiums and Charges
For life and some annuity  contracts  other than  universal  life or  investment
contracts,  premiums are  recognized as revenues over the premium paying period,
with  reserves for future  benefits  established  on a prorated  basis from such
premiums.

Revenues for universal life and investment  contracts  consist of policy charges
for the cost of insurance,  policy administration and surrender charges assessed
during the period.  Expenses  include interest  credited to certificate  account
balances  and  benefits  incurred  in excess of  certificate  account  balances.
Certain profits on limited payment certificates are deferred and recognized over
the certificate term.

For health  certificates,  gross premiums are prorated over the contract term of
the certificates with the unearned premium included in the certificate reserves.

Surplus Refunds
Surplus refunds are recognized  over the  certificate  year and are reflected in
the  Consolidated   Statements  of  Income.   The  majority  of  life  insurance
certificates,  except for universal life and term certificates, begin to receive
surplus refunds at the end of the second  certificate year.  Surplus refunds are
not   currently   being  paid  on   interest-sensitive   and  health   insurance
certificates.  Surplus  refund  scales are  approved  annually by AAL's Board of
Directors.





                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

Fraternal Benefits
Fraternal  benefits and expenses  include all  fraternal  activities  as well as
expenses  incurred to provide or  administer  fraternal  benefits,  and expenses
related  to  AAL's  fraternal  character.  This  would  include  items  such  as
benevolences  to help meet the needs of people,  educational  benefits  to raise
community  and family  awareness  of an issue,  as well as various  programs and
church grants.  Expenses, such as those necessary to maintain the branch system,
are also included.

Other Revenue
Other revenue consists primarily of concessions and investment  advisory fees of
CMC.

Income Taxes
AAL, a fraternal benefit society,  qualifies as a tax-exempt  organization under
the Internal Revenue Code. Accordingly, income earned by AAL is generally exempt
from taxation. AAL's wholly-owned subsidiary and its subsidiaries are subject to
federal and state taxation; however, the resulting income taxes are not material
to AAL's financial statements.

Recent Pronouncements
As of January 1, 1998, AAL adopted Financial  Accounting  Standards Board (FASB)
Statement 130,  Reporting  Comprehensive  Income.  Statement 130 establishes new
rules for the reporting and display of comprehensive  income and its components;
however,  the  adoption of this  statement  had no impact on AAL's net income or
certificateholders'  surplus.  Statement 130 requires unrealized appreciation or
depreciation  on AAL's  securities  available for sale,  which prior to adoption
were reported separately in certificateholders' surplus, to be included in other
comprehensive  income. Prior year financial statements have been reclassified to
conform to the requirements of Statement 130.

In  June  1998,  the  FASB  issued  Statement  133,  Accounting  for  Derivative
Instruments  and  Hedging  Activities,  which is required to be adopted in years
beginning  after  June 15,  1999.  Because  of AAL's  minimal  involvement  with
derivative  instruments and hedging  activities,  management does not anticipate
that the  adoption  of the new  statement  will  have a  significant  effect  on
earnings or the financial position of AAL.




                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments

AAL's  investments  in  available  for  sale  securities  and  held to  maturity
securities are summarized as follows:
<TABLE>
<CAPTION>
                                                                             Gross            Gross          Estimated
                                                          Amortized        Unrealized       Unrealized          Fair
                                                            Cost             Gains            Losses           Value
                                                      ------------------ ---------------  --------------- -----------------
                                                                                 (In Thousands)
<S>                                                          <C>                <C>            <C>              <C>       
Available for sale securities at December 31, 1998:
    Fixed maturity securities:
        Loan-backed obligations of U.S.
          Government corporations
          and agencies                                       $1,741,661         $17,854        $ (2,203)        $1,757,312
        Obligations of other
          governments, states and
          political subdivisions                                 18,528             996                             19,524
                                                                                                       -
        Corporate bonds                                       5,862,020         147,705         (28,691)         5,981,034
        Mortgage & asset-backed securities                    1,292,057          18,926          (1,812)         1,309,171
                                                      ------------------ ---------------  --------------- -----------------
        Total fixed maturity securities                       8,914,266         185,481         (32,706)         9,067,041
    Equity securities                                           531,061         292,458                            823,519
                                                                                                       -
                                                      ------------------ ---------------  --------------- -----------------
Total                                                        $9,445,327        $477,939       $ (32,706)        $9,890,560
                                                      ================== ===============  =============== =================


Held to maturity securities at December 31, 1998:
    Fixed maturity securities:
        U.S. Treasury securities and
          non-loan-backed obligations
          of U.S. Government
          corporations and agencies                            $ 30,845         $ 1,387          $ (420)          $ 31,812
        Loan-backed obligations of U.S.
          Government corporations
          and agencies                                          320,156          32,406                            352,562
                                                                                                       -
        Obligations of other
          governments, states and
          political subdivisions                                 53,983             834            (623)            54,194
        Corporate bonds                                       2,929,495         124,565          (7,503)         3,046,557
        Mortgage & asset-backed securities                      571,226          14,637             (48)           585,815
                                                      ------------------ ---------------  --------------- -----------------
Total                                                        $3,905,705        $173,829        $ (8,594)        $4,070,940
                                                      ================== ===============  =============== =================

</TABLE>






                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

<TABLE>
<CAPTION>
                                                                             Gross            Gross          Estimated
                                                          Amortized        Unrealized       Unrealized          Fair
                                                            Cost             Gains            Losses           Value
                                                      ------------------ ---------------  --------------- -----------------
                                                                                 (In Thousands)
<S>                                                           <C>               <C>              <C>             <C>      
Available for sale securities at December 31, 1997:
    Fixed maturity securities:
        Loan-backed obligations of U.S.
          Government corporations
          and agencies                                        $ 331,935         $ 5,319          $ (297)         $ 336,957
        Obligations of other
          governments, states and
          political subdivisions                                129,229           3,894             (34)           133,089
        Corporate bonds                                       4,985,444         120,781         (10,917)         5,095,308
        Mortgage & asset-backed securities                    2,124,120          33,787          (5,344)         2,152,563
                                                      ------------------ ---------------  --------------- -----------------
        Total fixed maturity securities                       7,570,728         163,781         (16,592)         7,717,917
    Equity securities                                           468,164         213,052                            681,216
                                                                                                       -
                                                      ------------------ ---------------  --------------- -----------------
Total                                                        $8,038,892        $376,833       $ (16,592)        $8,399,133
                                                      ================== ===============  =============== =================


Held to maturity securities at December 31, 1997:
    Fixed maturity securities:
        U.S. Treasury securities and
          non-loan-backed obligations
          of U.S. Government
          corporations and agencies                            $ 38,598         $ 1,729          $ (470)          $ 39,857
        Loan-backed obligations of U.S.
          Government corporations
          and agencies                                          383,182          26,792            (360)           409,614
        Obligations of other
          governments, states and
          political subdivisions                                 59,550             926            (474)            60,002
        Corporate bonds                                       3,051,373         134,047          (5,725)         3,179,695
        Mortgage & asset-backed securities                      833,102          17,760          (1,386)           849,477
                                                      ------------------ ---------------  --------------- -----------------
Total                                                        $4,365,805        $181,254        $ (8,415)        $4,538,645
                                                      ================== ===============  =============== =================
</TABLE>









                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

The amortized  cost and  estimated  fair value of fixed  maturity  securities at
December 31, 1998, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                           Available for Sale                      Held to Maturity
                                                   ------------------------------------   ------------------------------------
                                                      Amortized             Fair             Amortized            Fair
                                                         Cost              Value                Cost              Value
                                                   -----------------  -----------------   ----------------- ------------------
                                                                                 (In Thousands)

<S>                                                       <C>                <C>                 <C>                <C>      
Due in one year or less                                   $ 256,545          $ 258,984           $ 206,753          $ 210,971
Due after one year through five years                     3,411,546          3,478,956           1,272,248          1,317,236
Due after five years through ten years                    1,976,689          2,014,414             998,402          1,033,607
Due after ten years                                         235,768            248,204             536,920            570,749
                                                   -----------------  -----------------   ----------------- ------------------
Total fixed maturity securities
excluding mortgage and
asset-backed bonds                                        5,880,548          6,000,558           3,014,323          3,132,563
Loan-backed obligations of U.S.
Government corporations and
agencies                                                  1,741,661          1,757,312             320,156            352,562
Mortgage and asset-backed securities                      1,292,057          1,309,171             571,226            585,815
                                                   -----------------  -----------------   ----------------- ------------------

Total fixed maturity securities                          $8,914,266         $9,067,041          $3,905,705         $4,070,940
                                                   =================  =================   ================= ==================


Major categories of AAL's investment income are summarized as follows:

                                                                                      Years Ended December 31
                                                                            1998                1997              1996
                                                                      -----------------   ----------------- ------------------
                                                                                          (In Thousands)

Fixed maturity securities                                                    $ 884,754           $ 854,080          $ 828,565
Equity securities                                                               23,375              20,257             11,030
Mortgage loans                                                                 279,025             294,285            284,534
Investment real estate                                                          17,988              19,570             21,998
Certificate loans                                                               35,184              34,993             34,882
Other invested assets                                                            4,628               4,594              6,666
                                                                      -----------------   ----------------- ------------------
Gross investment income                                                      1,244,954           1,227,779          1,187,675
Investment expenses                                                             13,270              17,298             16,085
                                                                      -----------------   ----------------- ------------------
Net investment income                                                       $1,231,684          $1,210,481         $1,171,590
                                                                      =================   ================= ==================
</TABLE>





                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

AAL's realized gains and losses on investments are summarized as follows:

<TABLE>
<CAPTION>
                                                                           Years Ended December 31
                                                                    1998            1997             1996
                                                               ---------------  --------------  ---------------
                                                                               (In Thousands)
<S>                                                                   <C>             <C>              <C>    
Securities available for sale:
      Fixed maturity securities:
         Gross realized gains                                         $69,246         $47,366          $41,313
         Gross realized losses                                       (16,316)        (11,350)          (9,058)

      Equity securities:
         Gross realized gains                                          76,231          66,140           37,001
         Gross realized losses                                       (37,398)         (5,537)          (7,546)

Other investments, net                                                 25,852          10,826            1,249
                                                               ---------------  --------------  ---------------
Net realized investment gains                                        $117,615        $107,445          $62,959
                                                               ===============  ==============  ===============


Net unrealized  appreciation of securities  available for sale credited directly
to certificateholders' surplus as other comprehensive income was as follows:

                                                                                     December 31
                                                                        1998            1997             1996
                                                                   ---------------  --------------  ---------------
                                                                                    (In Thousands)

Fair value adjustment to available for sale securities                   $445,233        $360,241         $151,389

Decrease in deferred acquisition costs                                   (33,869)        (32,568)          (2,686)
                                                                   ---------------  --------------  ---------------

Net unrealized gains on available for sale securities                    $411,364        $327,673         $148,703
                                                                   ===============  ==============  ===============


The net increase  (decrease) in accumulated  other  comprehensive  income due to
unrealized appreciation of securities available for sale is as follows:

                                                                                Years Ended December 31
                                                                        1998            1997             1996
                                                                   ---------------  --------------  ----------------
                                                                                    (In Thousands)

Fixed maturity securities available for sale                              $ 5,586        $138,125        $(187,064)
Equity securities available for sale                                       79,406          70,727            53,659
Deferred acquisition costs                                                (1,301)        (29,882)            43,428
                                                                   ---------------  --------------  ----------------
                                                                          $83,691        $178,970         $(89,977)
                                                                   ===============  ==============  ================
</TABLE>


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

AAL invests in mortgage  loans,  principally  involving  commercial real estate.
Such  investments  consist of first mortgage liens on completed income producing
properties.  AAL manages its  investments in mortgage loans to limit credit risk
by diversifying  among various  geographic regions and property types as follows
as of December 31, 1998:

<TABLE>
<CAPTION>
                                                                                     Principal        Percent
                                                                                 ------------------  ----------
                                                                                  (In Thousands)    
<S>                                                                                    <C>                <C> 
Geographic Region:
      Pacific                                                                          $ 1,034,925        31.7
      South Atlantic                                                                     1,108,708        33.9
      Midwest                                                                              612,823        18.8
      Other                                                                                511,423        15.6
                                                                                 ------------------  ----------

      Total Mortgage Loans                                                             $ 3,267,879       100.0
                                                                                 ==================  ==========

Property Type:
      Office                                                                             $ 828,505        25.4
      Industrial                                                                           890,291        27.2
      Retail                                                                               418,166        12.8
      Residential                                                                          392,198        12.0
      Church                                                                               222,635         6.8
      Other                                                                                516,084        15.8
                                                                                 ------------------  ----------

      Total Mortgage Loans                                                             $ 3,267,879       100.0
                                                                                 ==================  ==========

The following table presents changes in the allowance for credit losses:

                                                                        Years Ended December 31
                                                                1998              1997              1996
                                                          ----------------- ----------------- -----------------
                                                                             (In Thousands)

Balance at January 1                                              $123,880          $139,702          $134,402

Provisions for credit losses                                       (3,219)          (13,264)             9,066
Charge offs                                                        (2,291)           (2,558)           (3,766)
                                                          ----------------- ----------------- -----------------

Balance at December 31                                            $118,370          $123,880          $139,702
                                                          ================= ================= =================
</TABLE>

AAL's  investment in mortgage loans includes  $198,314,000  and  $233,938,000 of
loans  that are  considered  to be  impaired  at  December  31,  1998 and  1997,
respectively,  for which the related allowance for credit losses are $38,167,000
and  $43,484,000  at  December  31,  1998 and 1997,  respectively.  The  average
recorded  investment in impaired  loans during the years ended December 31, 1998
and 1997, was $216,126,000 and $257,907,000, respectively. AAL recorded interest
income, using the accrual method, on impaired loans of $16,460,000,  $18,804,000
and $19,366,000 for 1998, 1997 and 1996, respectively.

                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 3.  Deferred Acquisition Costs

The changes in deferred acquisition costs are as follows:

<TABLE>
<CAPTION>
                                                                              Years Ended December 31
                                                                     1998              1997              1996
                                                                ----------------  ----------------  ----------------
                                                                                  (In Thousands)

<S>                                                                    <C>               <C>               <C>     
Balance at beginning of year                                           $659,815          $704,515          $643,540

Acquisition costs deferred:
      Commissions, net of certificate charges                            73,891            76,265            78,627
      Other costs                                                        29,072            27,039            27,499
                                                                ----------------  ----------------  ----------------
      Total deferred                                                    102,963           103,304           106,126

Acquisition costs amortized                                            (94,640)         (118,122)          (88,579)
                                                                ----------------  ----------------  ----------------

Increase (decrease) in deferred acquisition costs                         8,323          (14,818)            17,547

(Decrease) increase related to unrealized
  appreciation of fixed maturity investments
  recorded directly to certificateholders'
  as comprehensive income                                               (1,301)          (29,882)            43,428
                                                                ----------------  ----------------  ----------------

Total increase (decrease)                                                 7,022          (44,700)            60,975
                                                                ----------------  ----------------  ----------------

Balance at end of year                                                 $666,837          $659,815          $704,515
                                                                ================  ================  ================
</TABLE>


Note 4.  Retirement  and Savings Plans and  Postretirement  Benefits  Other Than
Pensions

AAL offers a noncontributory  defined retirement plan and a contributory savings
plan to substantially  all home office and field employees.  The savings plan is
defined under the Internal  Revenue Code section 401(k) as a profit sharing plan
that  allows  participant  contributions  on a  before-tax  basis  as well as an
after-tax basis. AAL also provides postretirement benefits in the form of health
and  life  insurance  for  substantially  all  retired  home  office  and  field
personnel.



                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 4.  Retirement  and Savings Plans and  Postretirement  Benefits  Other Than
Pensions (continued)

The  following  tables  set  forth the  amounts  recognized  in AAL's  financial
statements and the plans' funding status.

<TABLE>
<CAPTION>
                                                 Retirement Plans                     Other Benefits
                                                                     December 31
                                              1998              1997              1998              1997
                                        ----------------- ----------------- ----------------- -----------------
                                                                    (In Thousands)
<S>                                             <C>               <C>               <C>               <C>     
Projected benefit obligation for
  services rendered to date                     $268,685          $236,887          $ 41,527          $ 38,993
Plan assets at fair value                        320,987           286,314                     
                                                                                           -                 -
                                        ----------------- ----------------- ----------------- -----------------

Funded (unfunded) status of
  the plan                                      $ 52,302          $ 49,427        $ (41,527)        $ (38,993)
                                        ================= ================= ================= =================

Accrued liability included in
  consolidated balance sheet                   $ (5,651)         $ (1,080)        $ (42,987)        $ (41,456)
</TABLE>


The following summarizes certain assumptions included in the preceding schedule:

<TABLE>
<CAPTION>
                                           Retirement Plans                         Other Benefits
                                                            Years Ended December 31
                                   1998          1997         1996          1998         1997         1996
                                ------------  -----------  ------------  -----------  ------------ ------------
                                                                (In Thousands)

<S>                                <C>           <C>          <C>           <C>          <C>          <C> 
Discount rate                      7.0%          7.5%         8.0%          7.0%         7.5%         8.0%
Expected return
  on plan assets                   9.0%          9.0%         8.5%            -            -            -
Rate of compensation
  increase                         5.0%          5.0%         5.0%            -            -            -
Health care trend rate               -             -            -           6.0%         6.0%         6.0%
</TABLE>













                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 4.  Retirement  and Savings Plans and  Postretirement  Benefits  Other Than
Pensions (continued)

                                                 Years Ended December 31
                                             1998         1997          1996
                                          -----------  ------------  -----------
                                                     (In Thousands)
Savings Plan
  Benefit cost                             $               $ -        $
                                              -                          -
  Employer contributions                      3,833        3,729         3,609
  Employee contributions                    14,014        13,360       12,570
  Benefits paid                             21,804        18,027       12,608

Retirement Plans
  Benefit cost                              $4,571        $4,643       $5,045
  Employer contributions                                   4,771         6,993
                                              -
  Employee contributions                                              
                                              -             -            -
  Benefits paid                             10,595         9,307         8,729

Other Benefits
  Benefit cost                              $3,669        $3,947       $4,156
  Employer contributions                                              
                                              -             -            -
  Employee contributions                                              
                                              -             -            -
  Benefits paid                               2,137        2,531         2,159


Note 5.  Synopsis of Statutory Financial Results

The accompanying  financial  statements differ from those prepared in accordance
with  statutory  accounting  practices  prescribed  or permitted  by  regulatory
authorities. The more significant differences are as follows: (a) investments in
bonds are reported at amortized  cost or at fair value with  unrealized  holding
gains  and  losses  reported  as a  separate  component  of  certificateholders'
surplus,  depending  on their  designation  at  purchase  as held to maturity or
available for sale,  respectively,  rather than being valued based on the bond's
NAIC  rating;  (b) certain  acquisition  costs of new  business are deferred and
amortized  rather  than  being  charged  to  operations  as  incurred;  (c)  the
liabilities for future certificate benefits and expenses are based on reasonably
conservative estimates of expected mortality,  interest,  withdrawals and future
maintenance  and  settlement  expenses  rather  than using  statutory  rates for
mortality and interest;  (d) certain assets,  principally costs in excess of net
assets acquired, furniture, equipment and agents' debit balances are reported as
assets  rather than being  charged to  certificateholders'  surplus and excluded
from the balance sheet; (e) the interest maintenance reserve and asset valuation
reserve are  reported as part of  certificateholders'  surplus  rather than as a
liability;  and (f) revenues for universal  life and  investment-type  contracts
include   mortality,   expense  and  surrender   charges   levied   against  the
certificateholders'  accounts  rather than  including  as revenues  the premiums
received  on  these  certificates.   Expenses  include  interest  added  to  the
certificateholders'   accounts  rather  than  reserve  changes  related  to  the
investment  portion  of these  policies.  Summarized  statutory-basis  financial
information for AAL on an unconsolidated basis is as follows:



                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 5.  Synopsis of Statutory Financial Results (Continued)

<TABLE>
<CAPTION>
<S>                                                 <C>                 <C>                  <C>       
                                                                              December 31
                                                                       1998                 1997
                                                                 ------------------  -------------------
                                                                             (In Thousands)

Assets                                                                 $19,417,667          $17,974,813
                                                                 ==================  ===================

Liabilities                                                            $17,899,692          $16,594,333
Unassigned funds                                                         1,517,975            1,380,480
                                                                 ------------------  -------------------
Total liabilities and unassigned funds                                 $19,417,667          $17,974,813
                                                                 ==================  ===================

                                                               Years ended December 31
                                                    1998               1997                 1996
                                               ----------------  ------------------  -------------------
                                                                    (In Thousands)

Premium income and certificate proceeds             $1,806,096          $1,785,172           $1,663,403
Net investment income                                1,218,981           1,205,622            1,162,629
Other income                                            35,977              27,411               23,647
                                               ----------------  ------------------  -------------------
      Total income                                   3,061,054           3,018,205            2,849,679

Reserve increase                                       569,233             518,656              741,518
Certificateholders' benefits                         1,543,577           1,489,662            1,285,702
Surplus refunds                                        114,728             111,981              107,472
Commissions and operating costs                        377,368             362,912              367,155
Other                                                  367,301             365,518              226,097
                                               ----------------  ------------------  -------------------
      Total benefits and expenses                    2,972,207           2,848,729            2,727,944
                                               ----------------  ------------------  -------------------

Net gain from operations                                88,847             169,476              121,735
Net realized capital gains                              44,835              40,281                7,967
                                               ----------------  ------------------  -------------------
      Net income                                     $ 133,682           $ 209,757            $ 129,702
                                               ================  ==================  ===================
</TABLE>


AAL is in compliance with the statutory surplus requirements of all states.


Note 6.  Fair Value of Financial Instruments

The  following  methods  and  assumptions  were used in  estimating  fair  value
disclosures for financial instruments:

Cash and Cash Equivalents
The  carrying  amounts  reported in the  accompanying  balance  sheets for these
instruments approximate their fair values.



                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 6.  Fair Value of Financial Instruments (Continued)

Investment Securities
Fair values for fixed  maturity  securities  are based on quoted  market  prices
where available, or are estimated using values obtained from independent pricing
services.  All fixed maturity issues are  individually  priced based on year-end
market conditions,  the credit quality of the issuing company, the interest rate
and the  maturity  of the  issue.  The fair  values  for  investments  in equity
securities are based on quoted market prices.

Mortgage Loans
The fair values for mortgage  loans are  estimated  using  discounted  cash flow
analyses,  based on interest rates  currently being offered for similar loans to
borrowers with similar credit ratings.  Loans with similar  characteristics  are
aggregated for purposes of the calculations.

Certificate Loans
The carrying amounts reported in the accompanying balance sheets for these loans
are considered to be reasonable estimates of their fair value.

Financial Liabilities
The fair values for AAL's liabilities under investment-type  contracts,  such as
deferred  annuities and other  liabilities,  including  supplementary  contracts
without life  contingencies,  deferred income settlement  options and refunds on
deposit,  are estimated to be the cash  surrender  value payable upon  immediate
withdrawal.  These  amounts  are  included  in  certificateholder  funds  in the
accompanying balance sheets.

The cost and estimated fair value of AAL's financial instruments are as follows:

<TABLE>
<CAPTION>
                                               1998                                      1997
                                         ---------------------------------------  ----------------------------------------
                                                                 Estimated                                 Estimated
                                               Cost              Fair Value              Cost              Fair Value
                                         ------------------  -------------------  -------------------  -------------------
                                                                          (In Thousands)
<S>                                            <C>                  <C>                  <C>                  <C>        
Financial Assets:
      Fixed maturities                         $12,819,971          $13,137,981          $11,936,533          $12,256,562
      Equity securities                            531,061              823,519              468,164              681,216
      Mortgage loans                             3,149,509            3,628,252            3,218,193            3,625,645
      Cash and cash equivalents                    231,761              231,761              291,302              291,302
      Certificate loans                            499,509              499,509              501,327              501,327

Financial Liabilities:
      Deferred annuities                         7,309,453            7,238,292            7,354,135            7,256,623
      Variable annuities                         1,433,221            1,356,276              842,301              795,052
      Other                                        680,637              677,814              600,588              598,264
</TABLE>


Note 7.  Contingent Liabilities

AAL is involved in various lawsuits and contingencies  that have arisen from the
normal conduct of business.  Contingent liabilities arising from litigation, tax
and other  matters are not  considered  material  in  relation to the  financial
position of AAL. AAL has not made any provision in the financial  statements for
liabilities, if any, that might ultimately result from these contingencies.
                                           Aid Association for Lutherans

Notes to Consolidated Financial Statements (Continued)


Note 8.  Year 2000 Issue (Unaudited)

AAL is proceeding with its plan to modify internal information  technology to be
ready for the year 2000.  AAL has completed  its  assessment of all systems that
could  be  significantly  affected  by the year  2000.  Programming  to  convert
critical mainframe systems and corporate testing is substantially  complete. The
project also includes  determining  whether  third-party  service providers have
reasonable  plans in place to become year 2000  compliant.  To date this project
has not had a material effect on operations,  nor does AAL expect the project to
have a material effect on future operations.

Management of AAL believes it has an effective plan in place to resolve the year
2000 issue in a timely manner. AAL is currently developing  contingency plans in
the event it does not complete all phases of its year 2000 plan.  Utilization of
such contingency plans is not expected as the project is substantially  complete
and no significant issues have been identified.





                           AAL Variable Life Account I

                          Audited Financial Statements

                                December 31, 1998




                                    Contents

Report of Independent Auditors.................................................1

Statement of Net Assets........................................................2

Statement of Operations........................................................3

Statement of Changes in Net Assets.............................................4

Notes to Financial Statements..................................................5




                         Report of Independent Auditors


The Board of Directors and Certificate Owners
Aid Association for Lutherans


We have  audited the  accompanying  statement  of net assets of the AAL Variable
Life Account I  (comprising,  respectively,  the Money Market,  Bond,  Balanced,
Large Company Stock,  Small Company Stock,  International  Stock, and High Yield
Bond  Subaccounts)  as of  December  31,  1998,  and the related  statements  of
operations  and  changes in net assets  for the period  from May 15,  1998 (date
operations  commenced) to December 31, 1998. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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, 1998, by correspondence with
the transfer agent. 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 audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  each  of the  respective
subaccounts  constituting  the AAL Variable Life Account I at December 31, 1998,
and the  results  of their  operations  and  changes in their net assets for the
period then ended, in conformity with generally accepted accounting principles.





Milwaukee, Wisconsin
January 27, 1999


                           AAL Variable Life Account I

                             Statement of Net Assets

                                December 31, 1998


<TABLE>
<CAPTION>
<S>                                                                                    <C>   
Assets
Investments in AAL Variable Product Series Fund, Inc.:
    Money Market Subaccount:
       Money Market Portfolio, 344,876 shares at net asset value of
          $1.00 per share (cost $344,876)                                               $  344,923
    Bond Subaccount:
       Bond Portfolio, 2,505 shares at net asset value of $10.36 per
          share (cost $26,117)                                                              25,942
    Balanced Subaccount:
       Balanced Portfolio, 37,878 shares at net asset value of $15.97
          per share (cost $577,403)                                                        604,729
    Large Company Stock Subaccount:
       Large Company Stock Portfolio, 94,418 shares at net asset
          value of $22.90 per share (cost $1,899,896)                                    2,162,697
    Small Company Stock Subaccount:
       Small Company Stock Portfolio, 39,678 shares at net asset
          value of $12.39 per share (cost $514,386)                                        491,803
    International Stock Subaccount:
       International Stock Portfolio, 10,230 shares at net asset
          value of $11.05 per share (cost $104,806)                                        112,960
    High Yield Bond Subaccount:
       High Yield Bond Portfolio, 7,723 shares at net asset value
          of $8.95 per share (cost $69,380)                                                 69,110
                                                                                -------------------
Total Investments (cost $3,536,864)                                                      3,812,164

Liabilities                                                                                      -
                                                                                -------------------

Net Assets                                                                             $ 3,812,164
                                                                                ===================
</TABLE>


<TABLE>
<CAPTION>
<S>                                        <C>               <C>            <C>    
                                                                 Unit            Extended
                                                Units           Value              Value
                                           ----------------  -------------  --------------------
Net Assets are represented by:
    Money Market Subaccount                        333,936           1.03            $  344,923
    Bond Subaccount                                  2,443          10.62                25,942
    Balanced Subaccount                             55,272          10.94               604,729
    Large Company Stock Subaccount                 193,053          11.20             2,162,697
    Small Company Stock Subaccount                  54,240           9.07               491,803
    International Stock Subaccount                  11,016          10.25               112,960
    High Yield Bond Subaccount                       7,244           9.54                69,110
                                                                            --------------------
Total Net Assets                                                                    $ 3,812,164
                                                                            ====================
</TABLE>

The accompanying notes to the financial  statements are an integral part of this
statement.




                           AAL Variable Life Account I

                             Statement of Operations

              For the Period May 15, 1998 (1) to December 31, 1998


<TABLE>
<CAPTION>
                                                                                  Large       Small                       High
                                              Money                              Company     Company    International    Yield
                                              Market       Bond      Balanced     Stock       Stock        Stock          Bond
                                  Combined  Subaccount  Subaccount  Subaccount  Subaccount  Subaccount   Subaccount    Subaccount
                                ----------- ----------- ----------- ----------- ----------- ----------- ------------ -------------
<S>                              <C>          <C>          <C>        <C>         <C>          <C>          <C>          <C>     
Investment income:
  Dividends                      $  18,797    $  5,267     $   353    $  4,337    $  6,674     $   761      $     8      $  1,397
  Capital gain distributions                                                                                          
                                    87,547           -           -       9,104       1,303      77,140            -             -
                                ----------- ----------- ----------- ----------- ----------- ----------- ------------ -------------
Total investment income                                                                                               
                                   106,344       5,267         353      13,441       7,977      77,901            8         1,397

Expenses-mortality and expense
  risk charges                                                                                                        
                                     6,517       1,174          34         840       3,392         802          184            91
                                ----------- ----------- ----------- ----------- ----------- ----------- ------------ -------------
Net investment income (loss)                                                                                          
                                    99,827       4,093         319      12,601       4,585      77,099        (176)         1,306

Net realized and unrealized gain
  (loss) on investments:
  Net realized (loss) gain from
    investment transactions                                                                                           
                                   (4,662)           -           4       (987)        (41)     (3,185)        (123)         (330)
  Change in unrealized
    appreciation (depreciation)
    of investments                                                                                                    
                                   275,254           -       (175)      27,325     262,802    (22,581)        8,154         (271)
                                ----------- ----------- ----------- ----------- ----------- ----------- ------------ -------------
Net gain (loss) on investments                                                                                        
                                   270,592           -       (171)      26,338     262,761    (25,766)        8,031         (601)
                                ----------- ----------- ----------- ----------- ----------- ----------- ------------ -------------
Net increase in net assets
  resulting from operations      $ 370,419    $  4,093     $   148   $  38,939   $ 267,346   $  51,333     $  7,855       $   705
                                =========== =========== =========== =========== =========== =========== ============ =============
</TABLE>


(1)  Commencement of operations

The accompanying notes to the financial  statements are an integral part of this
statement.




                           AAL Variable Life Account I

                       Statement of Changes in Net Assets

              For the Period May 15, 1998 (1) to December 31, 1998


<TABLE>
<CAPTION>
                                                                                       Large          Small                   High
                                                 Money                                Company       Company   International   Yield
                                                 Market       Bond      Balanced       Stock         Stock       Stock        Bond
                                  Combined     Subaccount  Subaccount  Subaccount    Subaccount   Subaccount  Subaccount  Subaccount
                                 ------------ ----------- ----------------------- ------------- ----------- ------------ -----------

<S>                                  <C>           <C>         <C>      <C>            <C>         <C>          <C>          <C>  
Increase in net assets
Net investment income (loss)                                                                                                
                                     99,827        4,093       319      12,601         4,585       77,099       (176)        1,306
Net realized (loss) gain from
    investment transactions                                                                                             
                                    (4,662)            -         4       (987)          (41)      (3,185)       (123)        (330)
Change in unrealized appreciation
   (depreciation) of investments                                                                                        
                                    275,254            -     (175)      27,325       262,802     (22,581)       8,154        (271)
                                 ---------- ----------------------- ----------- ------------ -------------------------  -----------
Net increase in net assets
 resulting from operations                                                                                              
                                    370,419        4,093       148      38,939       267,346       51,333       7,855          705

Policy related transactions
 Transfers of net premiums                                                                            
                                  3,640,935    1,888,524     5,477     297,821    1,046,253       290,822      77,057       34,981
 Transfers of surrenders and
  terminations                                                                                                          
                                    (1,720)          (5)         -           -         (808)        (662)        (60)        (185)
 Policy loan transfers                                                                                                  
                                    (2,000)            -         -     (2,000)             -            -           -            -
 Cost of insurance and administrative
  charges                         (187,962)     (39,198)     (701)    (26,503)      (79,926)     (32,944)     (6,043)      (2,647)
 Transfers between subaccounts                                                                               
                                    (7,508)  (1,508,491)    21,018     296,472       929,832      183,254      34,151       36,256
                                  --------- ----------------------- ----------- ------------ -------------------------  -----------
Net increase in net assets
  resulting from policy related
  transactions                                                                                           
                                  3,441,745      340,830    25,794     565,790     1,895,351      440,470     105,105       68,405
                                  --------- ----------------------- ----------- ------------ -------------------------  -----------
Total increase                                                                                          
                                  3,812,164      344,923    25,942     604,729     2,162,697      491,803     112,960       69,110
                                  --------- ----------------------- ----------- ------------ -------------------------  -----------
Net assets at December 31, 1998  $3,812,164    $ 344,923  $ 25,942   $ 604,729   $ 2,162,697    $ 491,803   $ 112,960     $ 69,110
                                 ========== ======================= =========== ============ ============= ===========  ===========
</TABLE>


(1)  Commencement of operations

The accompanying notes to the financial  statements are an integral part of this
statement.



                           AAL Variable Life Account I

                          Notes to Financial Statements

                                December 31, 1998


Note 1.  Summary of Significant Accounting Policies

The AAL  Variable  Life  Account  I (the  Account)  is a unit  investment  trust
registered under the Investment Company Act of 1940. The Account was established
as a separate  investment  account within Aid Association for Lutherans (AAL) to
fund flexible  premium  variable  universal  life  insurance  certificates.  The
Account commenced operations on May 15, 1998.

The Account has seven separate  subaccounts,  each of which invests  solely,  as
directed by certificate owners, in a different portfolio of AAL Variable Product
Series Fund, Inc. (the Fund),  an open-end,  diversified  management  investment
company sponsored by AAL.  Certificate  owners also may direct  investments to a
guaranteed interest subaccount held in the general account of AAL.

Investments  in shares of the Fund are  stated  at  market  value,  which is the
closing  net asset  value per share as  determined  by the Fund.  The  first-in,
first-out  basis has been used in determining the net realized gain or loss from
investment   transactions   and  unrealized   appreciation  or  depreciation  of
investments.  Dividends and capital gain  distributions  paid to the Account are
automatically reinvested in shares of the Fund on the payment date.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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.


Note 2.  Expense Charges

The  Account  pays  AAL  certain  amounts   relating  to  the  distribution  and
administration  of the  certificates  funded by the Account and as reimbursement
for certain  mortality and other risks assumed by AAL. The following  summarizes
those amounts.

Mortality  and  expense  risks  assumed by AAL are  compensated  for by a charge
equivalent to an annual rate of approximately 0.75% of the total subaccount cash
value during the first 15 years dropping to approximately  0.25%  thereafter.  A
per policy monthly  administration  charge of $4 and a cost of insurance charge,
which  varies by risk  class,  sex,  amount at risk,  and age,  is  deducted  as
compensation for administrative and insurance  expenses,  respectively.  A sales
charge of 3.0% is  deducted  from each  participant  payment to cover  sales and
other  expenses  and to  provide  support  for AAL's  fraternal  activities.  In
addition,  a  surrender  charge  is  imposed  in the event  the  certificate  is
surrendered or the specified amount is reduced.  The initial surrender charge is
based on an amount per thousand of specified  coverage for which the certificate
is issued. The amount per thousand varies by risk class, sex, and issue age. The
cash value is reduced by the surrender  charge.  The charge  decreases  over the
first 10 certificate years to zero in the 11th certificate year.


Note 3.  Federal Income Taxes

The  operations  of the Account  form a part of the  operations  of AAL.  AAL, a
fraternal  benefit  society,  qualifies as a tax-exempt  organization  under the
Internal  Revenue Code.  Under current law, no federal  income taxes are payable
with respect to the Account's net  investment  income and net realized  gains on
investments.  Accordingly, no charge for income taxes is currently being made to
the Account.  If such taxes are  incurred by AAL in the future,  a charge to the
Account may be assessed.


                           AAL Variable Life Account I

                    Notes to Financial Statements (Continued)


Note 4.  Investment Transactions

The  aggregate  cost  of  investment  securities  purchased  and  proceeds  from
investment securities sold by subaccount are as follows:

Period May 15, 1998 to December 31, 1998         Purchases         Sales
                                             ------------------ ---------------

Money Market Subaccount                            $ 1,259,772       $ 914,896
Bond Subaccount                                         26,411             298
Balanced Subaccount                                    641,271          62,882
Large Company Stock Subaccount                       1,902,143           2,206
Small Company Stock Subaccount                         530,246          12,675
International Stock Subaccount                         105,905             976
High Yield Bond Subaccount                              74,579           4,869
                                             ------------------ ---------------
Combined                                           $ 4,540,327       $ 998,802
                                             ================== ===============


Note 5.  Summary of Changes from Unit Transactions

Transactions in units of each subaccount were as follows:

<TABLE>
<CAPTION>
                                             Units Sold                     Units Redeemed                    Net Increase
                                   -------------------------------  -------------------------------  -------------------------------
                                       Units           Amount           Units           Amount           Units           Amount
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------
<S>                                    <C>            <C>               <C>            <C>                 <C>            <C>      
Period May 15, 1998 to
  December 31, 1998

Money Market Subaccount                                                                             
                                       1,848,895      $ 1,888,524       1,514,959      $ 1,547,694         333,936        $ 340,830
Bond Subaccount                                                                                                       
                                           2,512           26,495              69              701           2,443           25,794
Balanced Subaccount                                                                                                   
                                          58,110          594,293           2,838           28,503          55,272          565,790
Large Company Stock
  Subaccount                                                                                                     
                                         201,345        1,976,085           8,292           80,734         193,053         1,895,351
Small Company Stock
  Subaccount                                                                                                          
                                          58,402          474,076           4,162           33,606          54,240          440,470
International Stock Subaccount                                                                                        
                                          11,681          111,208             665            6,103          11,016          105,105
High Yield Bond Subaccount                                                                                            
                                           7,555           71,237             311            2,832           7,244           68,405
                                   --------------  ---------------  --------------  ---------------  --------------  ---------------
Combined                                                                                          
                                       2,188,500      $ 5,141,918       1,531,296      $ 1,700,173         657,204       $ 3,441,745
                                   ==============  ===============  ==============  ===============  ==============  ===============
</TABLE>




                           AAL Variable Life Account I

                    Notes to Financial Statements (Continued)


Note 6.  Net Assets

The Account has an unlimited number of accumulation units authorized with no par
value. Net assets as of December 31, 1998, consisted of:

<TABLE>
<CAPTION>
                                                                                     Large          Small                    High
                                               Money                                Company        Company   International   Yield
                                              Market       Bond       Balanced       Stock          Stock       Stock        Bond
                               Combined     Subaccount  Subaccount   Subaccount   Subaccount     Subaccount   Subaccount  Subaccount
                               ------------ ----------- ---------- ------------- -------------  ------------ ------------ ----------
<S>                            <C>           <C>        <C>         <C>          <C>            <C>          <C>          <C>     
Paid-in capital                $ 3,629,707   $ 380,028  $ 26,495    $ 592,292    $1,975,277     $ 473,415    $ 111,148    $ 71,052
Accumulated undistributed net
  investment income (loss)     $  (88,135)                                                                               
                                              (35,105)     (382)     (13,901)      (75,341)        44,154      (6,219)     (1,341)
Accumulated undistributed net
  realized gain (loss) from
  investment transactions       $  (4,662)                                                                               
                                                     -         4        (987)          (41)       (3,185)        (123)       (330)
Net unrealized appreciation
  (depreciation) of investments                                                                                          
                                   275,254           -     (175)       27,325       262,802      (22,581)        8,154       (271)
                               ----------- ----------- ---------- ------------- -------------  ------------ ------------ -----------
Net assets                     $ 3,812,164   $ 344,923  $ 25,942    $ 604,729    $2,162,697     $ 491,803    $ 112,960    $ 69,110
                               =========== =========== ========== ============= =============  ============ ============ ===========
</TABLE>













Part II

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents  and reports as may be  prescribed  by any rule or  regulation  of the
Commission  heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

RULE 484 UNDERTAKING

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The Bylaws of Aid Association  for Lutherans do provide for the  indemnification
of officers, directors, employees or agents of the Company.

REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A)

AAL represents that the fees and charges deducted under the Certificate,  in the
aggregate,  are  reasonable in relation to the services  rendered,  the expenses
expected to be incurred and the risks assumed by AAL.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

   
         The facing sheet.
         Cross Reference Sheet.
    
         The prospectus consisting of ___ pages. Undertaking to file reports.
         Rule 484 undertaking.
         Representation pursuant to Section 26(e)(2)(A).
         The signatures.
         Written consents of the following persons:
                  Mark J. Mahoney, Esq.
                  Quarles & Brady
                  Ernst & Young LLP
                  David Vanden Heuvel Actuary



     The following  exhibits,  corresponding to those required by paragraph A of
     the instructions as to exhibits in Form N-8B-2:

1.A.

     (1)  Resolution of the Board of Directors of Aid  Association for Lutherans
          establishing AAL Variable Life Account I*

     (2)  Not Applicable
   

     (3)  (a)  Underwriting  Agreement & First  Amendment  to Amended & Restated
          Principal Underwriting & Services Agreement, dated 3/15/99***

          (b)  Distribution Agreement (Registered Representative Contract)****

          (c)  Amendment to and Trade  Name/Service  Mark Agreement dated
               3/15/99.***

          (d)  Schedule of Sales Commissions****

     (4)  Not applicable
    
     (5)  (a)  Specimen  Flexible  Premium  Variable  Universal  Life  Insurance
          Certificates*

          (b)  Certificate Riders and Endorsements*

          (c)  Application Forms (Adult and Juvenile)****

     (6)  (a) Articles of Incorporation of Aid Association for Lutherans*

          (b)  By-laws of Aid Association for Lutherans***

     (7)  Not applicable
   

     (8)  (a) Amended and Restated Participation agreement, dated 3/15/99.***

          (b)  Amendment & Restated Transfer Agency Agreement, dated 3/15/99.***
    

     (9)  Not applicable

     (10) Not applicable


     B.   Not applicable

     C.   Not applicable

2.   Opinion and consent of Mark J.  Mahoney,  Esq.,  as to the  legality of the
     securities being registered **

3.   Not applicable

4.   Not applicable

5.   Not applicable
   
6.   Opinion and consent of David C.  Vanden  Heuvel,  FSA,  MAAA  Director  and
     Associate  Actuary , as to actuarial  matters  pertaining to the securities
     being registered.**
    

7.   (a) Consent of Ernst & Young LLP, Independent Accountants

     (b)  Consent of Quarles and Brady.

Powers of Attorney*
Power of Attorney for James H. Scott

*Incorporated by reference from the registration  statement filed on Form S-6 on
July 10, 1997 by registrant (file numbers 333-31011, 811-08289)

**Incorporated by reference from the registration statement filed on Form S-6 on
November 20, 1997 by registrant (file numbers 333-31011, 811-08289)

   
***Incorporated  by reference from the registration  statement filed on Form N-4
on April 22, 1999 by AAL  Variable  Annuity  Account I (file  numbers  33-82054,
811-8600)
    

****Incorporated by reference from the registration  statement filed on Form S-6
on March 31, 1998 by registrant (File No. 333-31011, 811-08289)



   
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act of 1933, and the
Investment  Company Act of 1940, as amended,  the  Registrant  certifies that it
meets  all of the  requirements  for  effectiveness  of  this  amendment  to its
Registration  Statement pursuant to rule 485(b) under the Securities Act of 1933
and has duly caused this amendment to the Registration Statement to be signed on
its behalf by the  undersigned  thereunto  duly  authorized,  and its seal to be
hereunto  affixed  and  attested,  all in the  City of  Appleton,  and  State of
Wisconsin on the 22nd day of April 1999.

<TABLE>
<CAPTION>
<S>                                              <C>    
                                                 AAL VARIABLE LIFE ACCOUNT I
                                                 (Registrant)
        [SEAL]
                                                 By: Aid Association for Lutherans
                                                     (Depositor, on behalf of itself and Registrant)

Attest: /s/ Woodrow E. Eno                       By: /s/ John O. Gilbert
        -----------------------------------          ---------------------------------------
        Woodrow E. Eno                               John O. Gilbert
        Senior Vice President,                       President and
        Secretary and General Counsel                Chief Executive Officer
</TABLE>



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
amendment  has been  signed  below by the  following  persons in the  capacities
indicated.


/s/ John O. Gilbert                    President and Chief Executive Officer
- ---------------------------------      (Principal Executive Officer)
John O. Gilbert                        




/s/ Carl J. Rudolph                    Vice President, Controller, Treasurer and
- ---------------------------------      Chief Financial Officer       
Carl J. Rudolph                        (Principal Financial Officer, 
                                       Principal Accounting Officer) 
                                       




All of the Board of Directors:

Herbert J. Arkebauer        John O. Gilbert               Paul D. Schrage
Raymond G. Avischious       Gary J. Greenfield            James H. Scott
Richard E. Beumer           Richard L. Gunderson          Kathi P. Seifert
Kenneth Daly                Robert H. Hoffman             Roger B. Wheeler
Elizabeth A. Duda           Robert E. Long                E. Marlene Wilson
Edward A. Engel             Robert B. Peregrine           Rev. Thomas R. Zehnder

         John O.  Gilbert,  by signing  his name  hereto,  does hereby sign this
document on behalf of each of the  above-named  Directors of Aid Association for
Lutherans pursuant to powers of attorney duly executed by such persons.


/s/ John O. Gilbert                                             April 22, 1999
- ------------------------------------
John O. Gilbert
Attorney-in-Fact
    




Exhibit Index

1.A. 

     (1)  Resolution of the Board of Directors of Aid  Association for Lutherans
          establishing AAL Variable Life Account I *
          
     (2)  Not Applicable
   
     (3)  (a)  Underwriting  Agreement & First  Amendment  to Amended & Restated
          Principal Underwriting & Services Agreement, dated 3/15/99***

          (b)  Distribution Agreement (Registered  Representative  Contract)****
               
          (c)  Amendment to and Trade  Name/Service Mark Agreement,  dated
               3/15/99 ***

          (d)  Schedule of Sales Commissions ****
    
     (4)  Not applicable

          
     (5)  (a)  Specimen  Flexible  Premium  Variable  Universal  Life  Insurance
          Certificates*
                  
          (b)  Certificate Riders and Endorsements*
                  
          (c)  Application Forms (Adult and Juvenile)****
          
     (6)  (a) Articles of  Incorporation  of Aid  Association for Lutherans* 

          (b)  By-laws of Aid Association for Lutherans***

     (7)  Not applicable
   
     (8)  (a) Amended and Restated Participation Agreement, dated 3/15/99.***

          (b)  Amended and Restated Transfer Agency Agreement, dated 3/15/99.***

     (9)  Not applicable
    
     (10) Not Applicable

     B.   Not applicable

     C.   Not applicable

2.   Opinion and consent of Mark J.  Mahoney,  Esq.,  as to the  legality of the
     securities being registered**

3.   Not applicable

4.   Not applicable

5.   Not applicable
   
6.   Opinion and consent of David C.  Vanden  Heuvel,  FSA,  MAAA  Director  and
     Associate  Actuary , as to actuarial  matters  pertaining to the securities
     being registered**
    

7.   (a)  Consent of Ernst & Young LLP,  Independent  Accountants  

     (b)  Consent of Quarles & Brady

Powers of Attorney*
Power of Attorney for James H. Scott

* Incorporated by reference from the registration statement filed on Form S-6 on
July 10, 1997 by registrant (File No. 333-31011, 811-08289)

** Incorporated by reference from the  registration  statement filed on Form S-6
on November 20, 1997 by registrant (File No. 333-31011, 811-08289)

   
*** Incorporated by reference from the registration  statement filed on Form N-4
on  April  22,  1999,  by AAL  Variable  Annuity  Account  I (File  No.33-82054,
811-8600)
    

**** Incorporated by reference from the registration statement filed on Form S-6
on March 31, 1998 by registrant (File No. 333-31011, 811-08289)




                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the captions  "Experts" and to the
use of our report dated January 27, 1999,  with respect to Aid  Association  for
Lutherans,  and to the use of our report dated  January 27, 1999 with respect to
AAL Variable Life Account I, in this Post-Effective  Amendment No. 3 to Form S-6
Registration Statement under the Securities Act of 1933 (File No. 333-31011) and
this Amendment No. 2 to the Registration  Statement under the Investment Company
Act of 1940 (File No.  811-08289)  and related  Prospectus  of AAL Variable Life
Account I.

                                             /s/ Ernst & Young LLP
                                             ------------------------------
                                             Ernst & Young LLP

Milwaukee, Wisconsin
April 20, 1999




411 East Wisconsin Avenue          Attorneys at Law in
Milwaukee, Wisconsin 53202-4497    Milwaukee and Madison, Wisconsin
414/277-5000                       West Palm Beach and Naples, Florida
FAX 414/271-3552                   Phoenix, Arizona
http://www.quarlescom




Quarles & Brady LLP


Direct Dial: (414) 277-5677
E-Mail:  [email protected]


March 22, 1999


Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549

         Re:      AAL Variable Life Account I (The "Registrant")
                  1933 Act Reg. No. 333-31011
                  1940 Act File No. 811-08289
                  Post-Effective Amendment No. 3 to Form S-6
                  Filed in Accordance with Rule 485(b)

Ladies and Gentlemen:

         This letter is submitted  in  connection  with the filing,  pursuant to
Rule 485(b) under the Securities Act of 1933, as amended,  (The "1933 Act"),  of
Post-Effective   Amendment  No.  3  (the   "Amendment")   to  the   Registrant's
Registration Statement on Form S-6 (the "Registration Statement").

         The Registrant's initial  Registration  Statement was prepared in light
of  the   principles   of   prospectus   simplification   and   Plain   English,
notwithstanding  that the Commission's Plain English rules were not effective at
the time the  Registration  Statement was filed.  The structure and style of the
Prospectus  and  Statement  of  Additional  Information  included in the initial
Registration  Statement  complied  substantially  with  the  Commission's  Plain
English rules.

         On February 2, 1999,  a  representative  of our office  discussed  with
Susan Olson the  Registrant's  plan to file an annual  updating  amendment under
Rule 485(b) in  anticipation  that it would not be  necessary to make other than
non-material  changes to the  Registration  Statement  in order to achieve  full
compliance  under the Plain English rules.  Ms. Olson confirmed  that,  assuming
only non-material  changes would be made in response to the Plain English rules,
Rule 485(b) would be available for the filing of the annual  updating  amendment
to the Registration Statement.


<PAGE>



Securities and Exchange Commission
March 22, 1999
Page 2


         As legal counsel to the  Registrant,  we assisted in the preparation of
the Amendment and we certify that the Amendment  does not contain any disclosure
that would render it  ineligible  to become  effective  automatically  on May 1,
1999, pursuant to Rule 485(b) under the 1933 Act.

         Please  direct any questions or comments  regarding  this filing to the
undersigned at (414) 277-5677.

Very truly yours,

QUARLES & BRADY LLP

/s/ Cheryl A. Johnson

Cheryl A. Johnson



CAJ:jmf



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