AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
S-6/A, 1997-11-18
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      As filed with the Securities and Exchange Commission on November 18, 1997
                           Registration No. 333-32531

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                        PRE-EFFECTIVE AMENDMENT NO. 1 TO

                                    FORM S-6

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

               AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST OF
                     AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                              (Exact Name of Trust)

                    AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                               (Name of Depositor)

                               One American Square
                        Indianapolis, Indiana 46282
               (Address of Depositor's Principal Executive Office)

                              John C. Swhear, Esq.
                                     Counsel
                    American United Life Insurance Company(R)
                               One American Square
                        Indianapolis, Indiana 46206-0368
               (Name and Address of Agent for Service of Process)
    
                                   Copies to:
                                Jeffrey S. Puretz
                          Dechert Price & Rhoads 
                              1500 K Street, N.W.
                             Washington, D.C. 20005


          Title  of  securities  being  registered:  Interests  in the  Separate
          Account under  Flexible  Premium  Adjustable  Variable Life  Insurance
          Policies.

       
          Approximate date of proposed public  offering:  As soon as practicable
          after the effective date of the Registration Statement. The Registrant
          hereby amends this Registration Statement on such date or dates as may
          be necessary to delay its effective  date until the  Registrant  shall
          file  a  further  amendment  which   specifically   states  that  this
          Registration Statement shall thereafter become effective in accordance
          with  Section  8(a)  of  the  Securities  Act of  1933  or  until  the
          Registration  Statement  shall  become  effective  on such date as the
          Securities and Exchange  Commission,  acting  pursuant to said Section
          8(a), may determine.

<PAGE>

               AUL American Individual Variable Life Unit Trust of
                    American United Life Insurance Company(R)

                           Flexible Premium Adjustable
                        Variable Life Insurance Policies

                             RECONCILIATION AND TIE

                  (Form N-8B-2 Items required by Instruction as
                         to the Prospectus in Form S-6)

<TABLE>
<S>     <C>                                              <C>  

Form N-8B-2                                                    Form S-6
Item Number                                              Heading in Prospectus

1.       (a) Name of trust............................   Prospectus front cover

         (b) Title of securities issued..............    Prospectus front cover

2.       Name and address of each depositor..........    Prospectus front cover

3.       Name and address of trustee.................    N/A

4.       Name and address of each principal
           underwriter...............................    Sale of the Policies

5.       State of organization of trust..............    Separate Account

6.       Execution and termination of trust
           agreement.................................    Separate Account

9.       Litigation.................................     Other Information About the 
                                                          Policies and AUL - Litigation

                      II. General Description of the Trust
                           and Securities of the Trust

10.      (a)      Registered or bearer                    Summary and Diagram
                    securities........................     of the Policy

         (b)      Cumulative or distributive              Summary and Diagram
                    securities.........................    of the Policy

                                       i
<PAGE>


         (c)   Withdrawal or Redemption...............    Cash Benefits - Policy Loans; Cash
                                                            Benefits - Surrendering the Policy for
                                                            Net Cash Value

         (d)   Conversion, transfer, etc................   Premium Payments and Allocations -  
                                                            Transfer Privilege; Premium Payments and Allocations
                                                            - Dollar Cost Averaging Program;
                                                            Premium Payments and Allocations -
                                                            Portfolio Rebalancing Program; Cash Benefits
                                                            - Policy Loans; Cash Benefits - Partial
                                                            Surrenders; Other Policy Benefits and
                                                            Provisions Exchange for Paid-Up Policy

         (e)  Lapse or Default..........................    Premium Payments and Allocations - Premium Payments to Prevent Lapse;
                                                             Other Policy Benefits and Provisions - Reinstatement

         (f)  Voting rights.............................    Other Information About the Policies and AUL - Voting Rights

         (g)  Notice to security holders...............     Other Policy Benefits and Provisions -
                                                             Changes in the Policy or Benefits;
                                                             Other Policy Benefits and Provisions
                                                             Reports to Policy Owners; Other
                                                             Information About the Policies and
                                                             AUL  - Addition, Deletion or
                                                             Substitution of Investments

         (h)  Consents required........................     Other Information About the
                                                              Policies and AUL  - Voting Rights;
                                                              Other Policy Benefits and Provisions
                                                              - Changes in the Policy or
                                                              Benefits; Other Information About
                                                              the Policies and AUL  - Voting
                                                              Rights; Other Information About
                                                              the Policies and AUL  - Addition,
                                                              Deletion or Substitution of Investments
                                       ii
<PAGE>




         (i)  Other provisions.........................     Premium Payments and Allocations; Charges and Deductions;
                                                             Death Benefits and Changes in Face Amount; Cash
                                                             Benefits; Summary and Diagram of the
                                                             Policy; Fixed Account

11.      Type of securities comprising units...........     Prospectus front cover; General
                                                             Information About AUL, the Separate
                                                             Account and the Funds

12.      Certain information regarding periodic
          payment plan certificates....................     General Information About AUL, the
                                                             Separate Account and the Funds- The Funds

13.      (a)      Load, fees, expenses, etc.............    Charges and Deductions

         (b)      Certain information regarding
                    periodic payment plan
                    certificates........................    N/A

         (c)      Certain percentages...................    Charges and Deductions

         (d)      Certain other fees, etc...............    Charges and Deductions

         (e)      Certain other profits or benefits.....    Premium Payments and Allocations
                                                             - Transfer Privilege;  Fixed Account
                                                             Transfers from Fixed Account; Illustrations
                                                             of Account Values,  Cash Values,
                                                             Death Benefits and Accumulated
                                                             Premium Payments

         (f)     Other benefits..........................   General Information About AUL, the
                                                             Separate Account and the Funds - The Funds

         (g)     Ratio of annual charges to
                  income..................................  N/A

                                      iii

<PAGE>




14.      Issuance of trust's securities................     Summary and Diagram of the Policy; Premium Payments
                                                             and Allocations

15.      Receipt and handling of payments                   Premium Payments and
           from purchasers.............................      Allocations

16.      Acquisition and disposition of                     General Information About AUL,
           underlying securities ......................      the Separate Account and the Funds; Charges and 
                                                             Deductions- Fund Expenses

17.      Withdrawal or redemption......................     Premium Payments and Allocations-Transfer 
                                                             Privilege; Fixed Account Transfers from
                                                             Fixed Account; Fixed Account - Payment
                                                             Deferral; Charges and Deductions -
                                                             Surrender Charge; Cash Benefits -
                                                             Surrendering the Policy for Net Cash Value;
                                                             Cash Benefits - Policy Loans; Cash Benefits
                                                             - Partial Surrenders; Cash Benefits -
                                                             Settlement Options; Other Information
                                                             About the Policies and AUL  - Reinstatement

18.      (a)     Receipt, custody and                        General Information About AUL,
                  disposition of income ...............      the Separate Account and the
                                                              Funds - Separate Account; Other
                                                              Policy Benefits and Provisions -
                                                              Dividends; Tax Considerations

         (b)      Reinvestment of
                    distributions......................      N/A

         (c)      Reserves or special funds............      N/A

         (d)      Schedule of distributions............      N/A

19.      Records, accounts and reports.................      Other Policy Benefits and Provisions - Reports to Policy Owners

                                       iv
<PAGE>



20.      Certain miscellaneous provisions
           of trust agreement:

         (a)      Amendment............................     N/A

         (b)      Termination..........................     N/A

         (c)      and (d) Trustee, removal and
                    successor..........................     N/A

         (e)      and (f) Depositors, removal
                    and successor......................     N/A

21.      Loans to security holders.....................     Cash Benefits - Policy Loans

22.      Limitations on liability......................     N/A

23.      Bonding arrangements..........................     N/A

24.      Other material provisions of
           trust agreement..............................    Other Information About the
                                                             Policies and AUL

                        III. Organizations, Personnel and
                             Affiliated Persons of Depositor

25.      Organization of depositor.....................     AUL

26.      Fees received by depositor

         (a)      Under the policies...................     N/A

         (b)      From the Funds.......................     General Information About AUL, the 
                                                             Separate Account and the Funds - The Funds

27.      Business of depositor.........................     General Information About AUL, the
                                                             Separate Account and the Funds - AUL

28.      Certain information as to officials
          and affiliated persons of depositor..........     Other Information About the
                                                             Policies and AUL - AUL Directors and
                                                              Executive Officers
                                       v
<PAGE>

29.      Voting securities of depositor................     N/A

30.      Persons controlling depositor.................     N/A

31.      Payments by depositor for certain
           services rendered to trust..................     N/A

32.      Payments by depositor for certain
           other services rendered to
           trust.......................................     N/A

33.      Remuneration of employees of
           depositor for certain services
           rendered to trust...........................     N/A

34.      Remuneration of other persons
           for certain services rendered
           to trust....................................     N/A

                  IV. Distribution and Redemption of Securities

35.      Distribution of trust's securities
           by states...................................     N/A

37.      Revocation of authority to
           distribute..................................     N/A

38.      (a)   Method of distribution..................     Other Information About the Policies
                                                             and AUL - Sale of the Policies

         (b)   Underwriting agreements.................     Other Information About the Policies
                                                             and AUL - Sale of the Policies

         (c)   Selling agreements......................     Other Information About the Policies
                                                             and AUL - Sale of the Policies

39.      (a)      Organization of principal
                    underwriters.......................     See Item 25


                                       vi

<PAGE>



         (b)      N.A.S.D. membership of
                   principal underwriters..............     Other Information About the Policies
                                                             and AUL - Sale of the Policies

40.      Certain fees received by principal
           underwriters................................     See Item 26

41.      (a)      Business of each principal
                    underwriter........................     See Item 27

42.      Ownership of trust's securities
           by certain persons..........................     N/A

43.      Certain brokerage commissions
           received by principal
           underwriters................................     N/A

44.      (a)      Method of valuation..................     How Your Account Values Vary

         (b)      Schedule as to offering
                    price..............................     Charges and Deductions

         (c)      Variation in offering price
                    to certain persons.................     Charges and Deductions

45.      Suspension of redemption rights...............      N/A

46.      (a)  Redemption Valuation.....................      How Your Account Value Varies; Cash
                                                              Benefits - Surrender Charge

         (b)  Schedule as to redemption
               price....................................     Cash Benefits - Surrender Charge

47.      Maintenance of position in
          underlying securities........................      General Information About AUL,
                                                              the Separate Account and the
                                                              Funds Separate Account; General
                                                              Information About AUL, the
                                                              Separate Account and the Funds
                                                              -  The Funds; Premium Payments
                                                              and Allocations - Premium Allocations
                                                              and Crediting
                                      vii
<PAGE>

               V. Information Concerning the Trustee or Custodian

48.      Organization and regulation of
           trustee.....................................     N/A

49.      Fees and expenses of trustees.................     N/A

50.      Trustee's lien................................     N/A

                     VI. Information Concerning Insurance of
                              Holders of Securities

51.      Insurance of holders of trust's                    Summary and Diagram of the
          securities...................................      Policy; General Information
                                                             About AUL, the Separate Account and the
                                                             Funds; Death Benefit and Changes in
                                                             Face Amount; Cash Benefits; Other
                                                             Policy Benefits and Provisions; Other
                                                             Information About the Policies and AUL;
                                                             Premium Payments and Allocations

52.      (a)      Provisions of trust agreement
                    with respect to selection or
                    elimination of underlying
                    securities.........................     Other Information About the Policies
                                                              and AUL - Addition, Deletion or
                                                              Substitution of Investments; General
                                                              Information About AUL, the Separate
                                                              Account and the Funds

         (b)      Transactions involving elimination
                    of underlying securities...........     N/A

         (c)      Policy regarding substitution
                    or elimination of under-
                    lying securities...................    See Item 52(a)

         (d)      Fundamental policy not other-
                    wise covered.......................    N/A

53.      Tax status of trust...........................    Tax Considerations

                                      viii
<PAGE>



                   VIII. Financial and Statistical Information

54.      Trust's securities during last
           ten years...................................     N/A

55.      Trust's securities during last
           ten years...................................     N/A

</TABLE>

<PAGE>

                                   PROSPECTUS

           FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
   
                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282

    
This Prospectus  describes a flexible premium adjustable variable life insurance
policy (the  "Policy")  offered by American  United  Life  Insurance  Company(R)
("AUL,"  "we,"  "us" or  "our").  The Policy is  designed  to provide  insurance
protection  on the Insured (or Insureds if you choose the Last  Survivor  Rider)
named in the Policy,  and at the same time provide you with the  flexibility  to
vary the amount and timing of premium payments and to change the amount of death
benefits payable under the Policy.  This  flexibility  allows you to provide for
your changing insurance needs under a single insurance Policy.

You also have the  opportunity to allocate Net Premiums and Account Value to one
or more Investment  Accounts of the AUL American  Individual  Variable Life Unit
Trust  (the  "Separate  Account")  and to  AUL's  general  account  (the  "Fixed
Account"),  within limits. This Prospectus generally describes only that portion
of the Account Value allocated to the Separate  Account.  For a brief summary of
the Fixed Account,  see "Fixed  Account." The assets of each Investment  Account
are invested in a corresponding  mutual fund portfolio  (each, a "Portfolio") of
AUL American  Series Fund,  Inc.,  Alger American  Portfolio,  American  Century
Variable  Portfolios,  Inc., Fidelity Variable Insurance Products Fund, Fidelity
Variable Insurance Products Fund II, and T. Rowe Price Equity Series, Inc. (each
a "Fund"). Each Fund, and its Portfolio(s), is managed by the investment adviser
shown below:
<TABLE>
<S>                                                <C>   

Fund                                                Investment Adviser

AUL American Series Fund, Inc.                      AUL
     AUL American Equity Portfolio
     AUL American Bond Portfolio
     AUL American Money Market Portfolio
     AUL American Managed Portfolio

Alger American Fund                                 Fred Alger & Company
     Alger American Growth Portfolio
   
American Century Variable Portfolios, Inc.          American Century Investment Management, Inc.
     American Century VP Capital Appreciation Portfolio
     American Century VP International Portfolio
<PAGE>


Fidelity Variable Insurance Products Fund           Fidelity Management & Research Company
     VIP Equity-Income Portfolio
     VIP Growth Portfolio
     VIP High Income Portfolio
     VIP Money Market Portfolio
     VIP Overseas Portfolio

Fidelity Variable Insurance Products Fund II        Fidelity Management & Research Company
     VIP II Asset Manager Portfolio
     VIP II Contrafund Portfolio
     VIP II Index 500 Portfolio
    
T. Rowe Price Equity Series, Inc.                    T. Rowe Price Associates, Inc.
     T. Rowe Price Equity Income Portfolio
</TABLE>

The prospectuses for the Funds describe their respective  Portfolios,  including
the risks of investing in the Portfolios,  and provide other  information on the
Funds.

You can select from two death  benefit  options  available  under the Policy:  a
level death benefit  ("Option 1") and a death benefit that  fluctuates  with the
Account Value ("Option 2"). AUL guarantees that the Death Benefit  Proceeds will
never be less than the specified  Death  Benefit in force (less any  outstanding
loan and loan  interest  and plus any  benefits  provided  by  rider) so long as
sufficient premiums are paid to keep the Policy in force.

The Policy  provides  for a Net Cash Value that can be obtained by  surrendering
the Policy.  Because this value is based on the performance of the Portfolios of
the Funds,  to the extent of  allocations to the Separate  Account,  there is no
guaranteed minimum Net Cash Value.

If the Net Cash Value is insufficient  to cover the Monthly  Deduction under the
Policy, the Policy will lapse without value. However, AUL guarantees to keep the
Policy in force during the Guarantee  Period, so long as we receive from you the
Required  Premium  for  the  Guarantee  Period,  and so long  as  certain  other
conditions are met. The Policy also permits loans and Partial Surrenders, within
<PAGE>

It may not be  advantageous  to replace  existing  insurance  with this  Policy.
Within certain limits,  you may return the Policy,  or exchange it for a paid-up
policy for a reduced Death Benefit that provides  benefits that do not vary with
the investment results of a separate account.

THIS PROSPECTUS PRESENTS INFORMATION YOU SHOULD KNOW BEFORE DECIDING TO PURCHASE
A POLICY. IT SHOULD BE RETAINED FOR FUTURE REFERENCE. PROSPECTUSES FOR THE FUNDS
SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS.  AN INVESTMENT IN THE POLICY
IS NOT A DEPOSIT OR OBLIGATION  OF, OR GUARANTEED OR ENDORSED BY, ANY BANK,  NOR
IS THE POLICY FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR
ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE POLICY INVOLVES CERTAIN RISKS,
INCLUDING THE LOSS OF PREMIUM PAYMENTS (PRINCIPAL).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                   The Date of this Prospectus is __________,1997.


<PAGE>


                               PROSPECTUS CONTENTS
   
                                                                          Page

DEFINITIONS OF TERMS..........................................................7

SUMMARY AND DIAGRAM OF THE POLICY............................................11

GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS............15
         AUL.................................................................15
         Separate Account....................................................15
         The Funds...........................................................16

PREMIUM PAYMENTS AND ALLOCATIONS.............................................20
         Applying for a Policy...............................................20
         Right to Examine Policy.............................................20
         Premiums............................................................21
         Premium Payments to Prevent Lapse...................................22
         Premium Allocations and Crediting...................................23
         Transfer Privilege..................................................24
         Dollar Cost Averaging Program.......................................25
         Portfolio Rebalancing Program.......................................27

FIXED ACCOUNT................................................................27
         Minimum Guaranteed and Current Interest Rates.......................27
         Calculation of the Fixed Account Value..............................28
         Transfers from the Fixed Account....................................28
         Payment Deferral....................................................28

CHARGES AND DEDUCTIONS.......................................................28
         Premium Expense Charges.............................................28
         Monthly Deduction...................................................28
         Mortality and Expense Risk Charge...................................30
         Surrender Charge....................................................30
         Taxes...............................................................32
         Special Uses........................................................32
         Fund Expenses.......................................................32

HOW YOUR ACCOUNT VALUES VARY.................................................32
         Determining the Account Value.......................................33
         Cash Value and Net Cash Value.......................................34

DEATH BENEFIT AND CHANGES IN FACE AMOUNT.....................................34
         Amount of Death Benefit Proceeds....................................35
         Death Benefit Options...............................................35
         Initial Face Amount and Death Benefit Option........................36
         Changes in Death Benefit Option.....................................36
         Changes in Face Amount..............................................36
         Selecting and Changing the Beneficiary..............................37
<PAGE>

CASH BENEFITS................................................................37
         Policy Loans........................................................37
         Surrendering the Policy for Net Cash Value..........................40
         Partial Surrenders..................................................40
         Settlement Options..................................................41
         Specialized Uses of the Policy......................................42
         Life Insurance Retirement Plans.....................................42
         Risks of Life Insurance Retirement Plans............................43

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS AND
 ACCUMULATED PREMIUM PAYMENTS................................................44

OTHER POLICY BENEFITS AND PROVISIONS.........................................62
         Limits on Rights to Contest the Policy..............................62
         Changes in the Policy or Benefits...................................62
         Change of Insured...................................................63
         Exchange for Paid-Up Policy.........................................63
         When Proceeds Are Paid..............................................63
         Dividends...........................................................64
         Reports to Policy Owners............................................64
         Assignment..........................................................64
         Reinstatement.......................................................64

TAX CONSIDERATIONS...........................................................67
         Tax Status of the Policy............................................68
         Tax Treatment of Policy Benefits....................................69
         Estate and Generation Skipping Taxes................................71
         Life Insurance Purchased for Use in Split Dollar Arrangements.......72
         Non-Individual Ownership of Contracts...............................72
         Possible Charge for AUL's Taxes.....................................72

OTHER INFORMATION ABOUT THE POLICIES AND AUL.................................73
         Policy Termination..................................................73
         Resolving Material Conflicts........................................73
         Addition, Deletion or Substitution of Investments...................73
         Voting Rights.......................................................74
         Sale of the Policies................................................75
         AUL Directors and Executive Officers................................76
         State Regulation....................................................80
         Additional Information..............................................81
         Independent Auditors................................................81
         Litigation..........................................................81
         Legal Matters.......................................................81
         Financial Statements................................................81
    
THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY  MADE.  NO PERSON IS  AUTHORIZED  TO MAKE ANY
REPRESENTATIONS  IN CONNECTION  WITH THE OFFERING OTHER THAN THOSE  CONTAINED IN
THIS PROSPECTUS,  THE PROSPECTUSES OF THE FUNDS, OR THE STATEMENTS OF ADDITIONAL
INFORMATION OF THE FUNDS.


<PAGE>


                              DEFINITIONS OF TERMS

ACCOUNT VALUE

         The Account Value is the sum of your interest in the Variable  Account,
         the Fixed Account, and the Loan Account.

AGE

         Issue Age means the Insured's age as of the Contract Date. Attained Age
         means the Issue Age increased by one for each complete Policy Year.

CASH VALUE

         The Cash Value is the Account Value less the Surrender Charge.

CONTRACT DATE

         The  date  from  which   Monthiversaries,   Policy  Years,  and  Policy
         Anniversaries are measured.  Suicide and  incontestability  periods are
         measured from the Contract Date.

DEATH BENEFIT AND DEATH BENEFIT PROCEEDS

          This Policy has two death benefit options.  The Death Benefit Proceeds
          are the Death  Benefit less any  outstanding  loan and loan  interest,
          plus any benefits provided by rider.

FACE AMOUNT

          The Face Amount  shown on the Policy  Data Page of the  Policy,  or as
          subsequently changed.

FIXED ACCOUNT

         An account which is part of our general account,  and is not part of or
         dependent on the investment performance of the Variable Account.

GUARANTEE PERIOD
   
         The period  shown on the Policy Data Page during  which the Policy will
         remain in force if cumulative  premiums less any  outstanding  loan and
         loan  interest  and  Partial  Surrenders  equal or exceed the  Required
         Premium for the Guarantee  Period.  The Guarantee Period  terminates on
         any Monthiversary that this test fails.
<PAGE>

HOME OFFICE

         One American Square, Indianapolis, Indiana 46282.
    
INSURED

         The insured  named on the Policy  Data Page of the Policy.  The Insured
         may or may not be the Owner.  An available  rider provides for coverage
         on the lives of two Insureds.

INVESTMENT ACCOUNTS
   
         One  or  more  of  the  subdivisions  of  the  Separate  Account.  Each
         Investment  Account  is  invested  in a  corresponding  Portfolio  of a
         particular mutual fund.
    
ISSUE DATE

         The date the Policy is issued.

LOAN ACCOUNT

         A portion of the Account Value which is collateral for loan amounts.

MINIMUM INSURANCE PERCENTAGE
   
         The minimum  percentage of insurance  required to qualify the Policy as
         life  insurance  under the Internal  Revenue  Internal  Revenue Code. A
         table of these amounts is on the Policy Data Page of your Policy.
    
MODIFIED ENDOWMENT

         A  classification  of policies  determined  under the Internal  Revenue
         Internal Revenue Code to be modified endowment  contracts which affects
         the tax status of distributions from the Policy.

MONTHIVERSARY

         The same date of each month as the Contract  Date.  If a  Monthiversary
         falls on a day which is not a Valuation  Date,  the  processing  of the
         Monthiversary will be the next Valuation Date.
<PAGE>

NET CASH VALUE

         Cash Value less outstanding loans and loan interest.

NET PREMIUM

         The total premium paid reduced by premium expense charges.

OWNER

         The owner named in the application for a Policy, unless changed.

PARTIAL SURRENDER

         A withdrawal of a portion of the Account Value.

POLICY ANNIVERSARY

         The same date each year as the Contract Date.

POLICY DATA PAGE

          The Policy Data Page in your Policy,  or the supplemental  Policy Data
          Page most recently sent to you by us.

POLICY YEAR

         One year from the Contract Date and from each Policy Anniversary.

PORTFOLIO

         A separate investment fund in which the Separate Account invests.

PROPER NOTICE

         Notice that is received at our Home Office in a form acceptable to us.

REQUIRED PREMIUM FOR THE GUARANTEE PERIOD

         The amount that must be paid on a cumulative  basis to keep this Policy
         in force during the Guarantee Period.

RISK AMOUNT

         The Death Benefit divided by 1.00246627 less the Account Value.
<PAGE>

SEPARATE ACCOUNT
   
         AUL American  Individual Variable Life Unit Trust. The Separate Account
         is segregated into several Investment Accounts each of which invests in
         a corresponding mutual fund portfolio.
    
VALUATION DATE

         Valuation  Dates  are the dates on which the  Investment  Accounts  are
         valued.  A  Valuation  Date is any  date on which  the New  York  Stock
         Exchange is open for trading and we are open for business.

VALUATION PERIOD

         A Valuation  Period begins at the close of one Valuation  Date and ends
         at the close of the next succeeding Valuation Date.

VARIABLE ACCOUNT

         The  Account  Value of this  Policy  which is  invested  in one or more
         Investment Accounts.

WE

         "We", "us" or "our" means AUL.

YOU

         "You" or "your" means the Owner of this Policy.


<PAGE>


                        SUMMARY AND DIAGRAM OF THE POLICY


The following summary of Prospectus information and diagram of the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
Prospectus.  Unless otherwise  indicated,  the description of the Policy in this
Prospectus  assumes that the Policy is in force, that the Last Survivor Rider is
not in force, and that there are no outstanding loans and loan interest.

The Policy is  similar in many ways to  fixed-benefit  life  insurance.  As with
fixed-benefit  life  insurance,  typically  the Owner of a Policy  pays  premium
payments for insurance  coverage on the Insured.  Also, like  fixed-benefit life
insurance,  the Policy provides for  accumulation of Net Premiums and a Net Cash
Value  that is  payable  if the  Policy  is  surrendered  during  the  Insured's
lifetime.  As with fixed-benefit  life insurance,  the Net Cash Value during the
early Policy Years is likely to be lower than the premium payments paid.

However,  the  Policy  differs  from  fixed-benefit  life  insurance  in several
important respects.  Unlike fixed-benefit life insurance,  the Death Benefit may
and the Account  Value will  increase  or  decrease  to reflect  the  investment
performance  of the  Investment  Accounts to which  Account  Value is allocated.
Also, there is no guaranteed minimum Net Cash Value. Nonetheless, AUL guarantees
to keep the Policy in force during the Guarantee Period shown on the Policy Data
Page of your Policy if, on each  Monthiversary,  the sum of the premiums paid to
date, less any Partial  Surrenders,  loans and loan interest,  equals or exceeds
the Required  Premium for the Guarantee Period (shown on the Policy Data Page of
your Policy)  multiplied  by the number of Policy  Months since the Policy Date.
Otherwise,  if the Net Cash Value is insufficient to pay the Monthly  Deduction,
the Policy will lapse without value after a grace period.  See "Premium Payments
to Prevent Lapse." If a Policy lapses while loans are  outstanding,  adverse tax
consequences may result. See "Tax Considerations."

The most  important  features of the Policy,  such as  charges,  cash  surrender
benefits,  Death Benefits, and calculation of Cash Values, are summarized in the
diagram on the following pages.

         Purpose of the  Policy.  The Policy is  designed  to provide  long-term
insurance benefits,  and may also provide long-term  accumulation of Cash Value.
The Policy should be evaluated in conjunction with other insurance policies that
you own, as well as the need for insurance and the Policy's long-term  potential
for growth.  It may not be advantageous to replace existing  insurance  coverage
with this Policy. In particular,  replacement should be carefully  considered if
the decision to replace  existing  coverage is based  solely on a comparison  of
Policy illustrations. See "Illustrations" and "Specialized Uses of the Policy."

         Illustrations.  Illustrations  included in this  Prospectus  or used in
connection with the purchase of a Policy that illustrate  Policy Cash Values and
Death Benefit Proceeds for prototype insureds are based on hypothetical rates of
return.
<PAGE>

The   illustrations   show  Policy   values   based  on  current   charges  and,
alternatively,  guaranteed  charges.  See "Illustrations of Account Values, Cash
Values, Death Benefits and Accumulated Premium Payments."

         Policy Tax  Compliance.  AUL  intends  for the  Policy to  satisfy  the
definition of a life insurance policy under Section 7702 of the Internal Revenue
Internal Revenue Code of 1986, as amended (the "Internal  Revenue Code").  Under
certain  circumstances,  a Policy will be treated as a Modified  Endowment under
federal tax law. AUL will monitor the Policies and will attempt to notify you on
a timely  basis if your  Policy is in  jeopardy  of  violating  the  federal tax
definition of life insurance or becoming a Modified  Endowment.  However,  we do
not undertake to give you such notice or to take corrective  action.  We reserve
the right to refund any premiums  that may cause the Policy to become a Modified
Endowment.  For  further  discussion  of the tax  status of a Policy and the tax
consequences  of  being  treated  as a life  insurance  contract  or a  Modified
Endowment, see "Tax Considerations."

         Right to Examine  Policy and Policy  Exchange.  For a limited time, you
have the right to cancel your Policy and receive a refund. See "Right to Examine
Policy."  Net  Premiums  are  generally  allocated  to  the  Fixed  Account  and
Investment  Accounts  on the  later of the day the  "right  to  examine"  period
expires,  or the date we receive the premium at our Home  Office.  See  "Premium
Allocations and Crediting."

You may  exchange  the Policy for a paid-up  whole life policy with a level face
amount, not greater than the Policy's Face Amount,  that can be purchased by the
Policy's Net Cash Value. See "Exchange for Paid-Up Policy."

     Owner Inquiries. If you have any questions,  you may write or call our Home
Office at One American Square, P.O. Box 7127, Indianapolis,  Indiana 46206-7127,
1-800-863-9354.


                               Diagram of Contract

                                Premium Payments


You select a payment plan but are not required to pay premium payments according
to the plan. You can vary the amount and frequency.

The Policy's  minimum  initial premium payment depends on the Insured's age, sex
and risk class,  Initial Face Amount  selected,  any  supplemental  and/or rider
benefits, and any planned periodic premiums.
<PAGE>

Unplanned premium payments may be made, within limits.

Extra premium payments may be necessary to prevent lapse.


                        Deductions from Premium Payments

For state and local premium taxes (2.5% of premium payments).

For sales  charges (3.5% of each premium paid during the first ten Policy Years;
1.5% of each premium paid thereafter).


                              Net Premium Payments

You direct the allocation of Net Premium  payments among 16 Investment  Accounts
of the  Separate  Account  and the Fixed  Account.  (See rules and limits on Net
Premium payment allocations.)

Each Investment Account invests in a corresponding portfolio of a mutual fund:
<TABLE>
<S>                                              <C>

Mutual Fund                                       Portfolio

AUL American Series Fund, Inc.                    Equity Portfolio
                                                  Bond Portfolio
                                                  Managed Portfolio
                                                  Money Market Portfolio

Alger American Fund                               Alger American Growth Portfolio
   
American Century Variable Portfolios, Inc.        American Century VP Capital Appreciation Portfolio
                                                  American Century VP International Portfolio

Fidelity Variable Insurance Products Fund         VIP Equity-Income Portfolio
                                                  VIP Growth Portfolio
                                                  VIP High Income Portfolio
                                                  VIP Money Market Portfolio
                                                  VIP Overseas Portfolio

Fidelity Variable Insurance Products Fund II      VIP II Asset Manager Portfolio
                                                  VIP II Contrafund Portfolio
                                                  VIP II Index 500 Portfolio


T. Rowe Price Equity Series, Inc.                 T. Rowe Price Equity Income Portfolio
</TABLE>
    
Interest  is  credited on amounts  allocated  to the Fixed  Account at a minimum
guaranteed rate of 3%. (See rules and limits on transfers from the Fixed Account
allocations).


<PAGE>

                                   Deductions

                               From Account Value

Monthly deduction for cost of insurance, administration fees and charges for any
supplemental and/or rider benefits. Administration fees are currently $30.00 per
month for the first Policy Year and $5.00 per month thereafter.

                            From Investment Accounts

Monthly charge at a guaranteed annual rate of 0.75% from the Investment Accounts
during  the first 10  Policy  Years and  0.25%  thereafter.  This  charge is not
deducted from the Fixed Account value.

Investment  advisory fees and operating expenses are deducted from the assets of
each Portfolio.

                                  Account Value

Account  Value is equal to Net  Premiums,  as adjusted  each  Valuation  Date to
reflect  Investment Account  investment  experience,  interest credited on Fixed
Account  value,   charges  deducted  and  other  Policy  transactions  (such  as
transfers, loans and surrenders).

Varies from day to day. There is no minimum guaranteed Account Value. The Policy
may lapse if the Net Cash  Value is  insufficient  to cover a Monthly  Deduction
due.

Can be transferred  among the Investment  Account and Fixed Account.  A transfer
fee of $25.00 may apply if more than 12 transfers are made in a Policy Year.

Is the starting point for calculating certain values under a Policy, such as the
Cash Value, Net Cash Value and the Death Benefit used to determine Death Benefit
Proceeds.

<TABLE>
<S>                                                          <C>   

          Cash Benefits                                            Death Benefits

 Loans may be taken for amounts up to 90% of the              Income tax free to beneficiary.
 Account Value, less loan interest due on the next
 Policy Anniversary and any surrender charges.                Available as lump sum or under a variety of
                                                              settlement options.
 Partial Surrenders generally can be made provided
 there is sufficient remaining Net Cash Value.                For all policies, the minimum Face Amount of $50,000.

 The policy may be  surrendered  in full at any time          Two death benefit options available:  Option 1, equal to 
 for its Net Cash Value. A surrender  charge will             the Face Amount, and Option 2, equal to the Face Amount
 apply  during the first  fifteen Policy Years after          plus Account Value.
 any increase in Face Amount.
                                                              Flexibility to change the death benefit option and
 Settlement options are available.                            Face Amount.

 Loans, Partial Surrenders, and Full Surrenders               Any outstanding loan and loan interest is deducted
 may have adverse tax consequences.                           from the amount payable.

                                                              Supplemental and/or rider benefits may be available.
</TABLE>

<PAGE>


               GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT
                                  AND THE FUNDS

AUL
   
The  Policies  are  issued  by AUL  which is a  mutual  life  insurance  company
organized under the laws of the State of Indiana. It was originally incorporated
as a  fraternal  society in 1877 under the laws of the federal  government,  and
reincorporated  under the laws of the State of Indiana in 1933. AUL is currently
licensed to transact  life  insurance  business in 48 states and the District of
Columbia. AUL conducts a conventional life insurance,  reinsurance,  and annuity
business.  At December 31, 1996, AUL had assets of  $7,852,292,848  and a policy
owners' surplus of $572,825,650.
    
AUL is subject to  regulation  by the  Department  of  Insurance of the State of
Indiana  as  well  as by the  insurance  departments  of all  other  states  and
jurisdictions  in which it does  business.  We submit  annual  statements on our
operations and finances to insurance officials in such states and jurisdictions.
The forms for the Policy  described in this Prospectus are filed with and (where
required)  approved by  insurance  officials in each state and  jurisdiction  in
which Policies are sold.

Separate Account

The Separate  Account was established as a segregated  investment  account under
Indiana law on July 10, 1997. It is used to support the Policies and may be used
to support  other  variable life  insurance  contracts,  and for other  purposes
permitted by law. The Separate  Account is registered  with the  Securities  and
Exchange  Commission  ("SEC") as a unit  investment  trust under the  Investment
Company  Act of 1940 (the "1940  Act").  AUL has  established  other  segregated
investment accounts, some of which also are registered with the SEC.

The  Separate  Account is  divided  into  Investment  Accounts.  The  Investment
Accounts  available  under the Policies  invest in shares of  Portfolios  of the
Funds. The Separate  Account may include other Investment  Accounts that are not
available under the Policies and are not otherwise discussed in this Prospectus.
The assets in the Separate Account are owned by AUL.

Income, gains and losses,  realized or unrealized,  of an Investment Account are
credited to or charged  against the  Investment  Account  without  regard to any
other  income,  gains or losses of AUL.  Applicable  insurance law provides that
assets  equal to the  reserves and other  contract  liabilities  of the Separate
Account are not chargeable with liabilities arising out of any other business of
AUL. AUL is obligated to pay all benefits provided under the Policies.

The Funds
   
Each  Fund is  registered  with the SEC as a  diversified,  open-end  management
investment company under the 1940 Act, although the SEC does not supervise their
management or investment practices and policies. Each of the Funds comprises one
or more of the Portfolios  and other series that may not be available  under the
Policies.  The  investment  objectives  of each of the  Portfolios  is described
below.
    
<PAGE>

         AUL American Series Fund, Inc.

         AUL American Equity Portfolio.  The primary investment objective of the
AUL American Equity Portfolio is long-term capital  appreciation.  The Portfolio
seeks current investment income as a secondary objective. The Portfolio attempts
to achieve these objectives by investing primarily in equity securities selected
on the basis of  fundamental  investment  research  for their  long-term  growth
prospects.

         AUL American Bond Portfolio.  The primary  investment  objective of the
AUL American Bond Portfolio is to provide a high level of income consistent with
prudent  investment  risk.  As a secondary  objective,  the  Portfolio  seeks to
provide  capital   appreciation  to  the  extent  consistent  with  the  primary
objective.  The  Portfolio  attempts to achieve  these  objectives  by investing
primarily in corporate bonds and other debt securities.

         AUL American Money Market  Portfolio.  The investment  objective of the
AUL American Money Market Portfolio is to provide a high level of current income
while preserving assets and maintaining  liquidity and investment  quality.  The
Portfolio  attempts to achieve this  objective by investing in short-term  money
market instruments that are of the highest quality.

         AUL American  Managed  Portfolio.  The investment  objective of the AUL
American  Managed  Portfolio is to provide a high total return  consistent  with
prudent  investment  risk.  The  Portfolio  attempts to achieve  this  objective
through a fully  managed  investment  policy  utilizing  publicly  traded common
stock,  debt securities  (including  convertible  debentures),  and money market
securities.

         Alger American Fund

         Alger American Growth Portfolio. The Alger American Growth Portfolio is
a growth  portfolio  that  seeks to obtain  long-term  capital  appreciation  by
investing in a diversified,  actively  managed  portfolio of equity  securities.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase, have a total market capitalization of one billion dollars or greater.
<PAGE>



         American Century Variable Portfolios, Inc.
   
         American  Century  VP  Capital  Appreciation  Portfolio.  The  American
Century VP Capital  Appreciation  Portfolio  seeks  capital  growth by investing
primarily in common stocks (including securities  convertible into common stocks
and other equity equivalents) and other securities that meet certain fundamental
and technical standards of selection and have, in the opinion of the Portfolio's
investment  manager,  better  than  average  potential  for  appreciation.   The
Portfolio  tries to stay fully  invested in such  securities,  regardless of the
movement of prices generally.

         American  Century VP International  Portfolio.  The American Century VP
International  Portfolio  seeks to achieve its  investment  objective of capital
growth by  investing  primarily in  securities  of foreign  companies  that meet
certain  fundamental  and  technical  standards  of selection  and have,  in the
opinion of the investment  manager,  potential for  appreciation.  The Portfolio
will invest primarily in common stocks (defined to include  depository  receipts
for common stock and other equity equivalents) of such companies.  Investment in
securities of foreign issuers  typically  involves a greater degree of risk than
investment in domestic securities.

         Fidelity Variable Insurance Products Fund

         VIP  Equity-Income  Portfolio.  The VIP  Equity-Income  Portfolio seeks
reasonable income by investing primarily in income-producing  equity securities;
the Portfolio will also consider the potential for capital appreciation.

         VIP Growth Portfolio. The VIP Growth Portfolio seeks to achieve capital
appreciation.  The Portfolio  normally  purchases  common  stocks,  although the
Portfolio's investments are not restricted to any one type of security.  Capital
appreciation may also be found in other types of securities, including bonds and
preferred stocks.

         VIP High  Income  Portfolio.  The VIP High  Income  Portfolio  seeks to
obtain a high level of current income by investing  primarily in  high-yielding,
lower-rated,  fixed-income securities, while also considering growth of capital.
These include securities  commonly referred to as junk bonds, the risks of which
are described in the prospectus for the Fund.

         VIP Money Market  Portfolio.  The VIP Money Market  Portfolio  seeks to
maintain a stable  $1.00  share price and a high level of current  income  while
preserving   capital  and  liquidity.   The  Portfolio  invests  its  assets  in
high-quality,  U.S.  dollar-denominated  money market securities of domestic and
foreign issuers.

         VIP Overseas  Portfolio.  The VIP Overseas  Portfolio  seeks  long-term
growth of capital  primarily  through  investments  in foreign  securities.  The
Overseas  Portfolio  provides  a means  for  investors  to  diversify  their own
portfolios by  participating  in companies  and economies  outside of the United
States.
<PAGE>

         Fidelity Variable Insurance Products Fund II

         VIP II Asset  Manager  Portfolio.  The VIP II Asset  Manager  Portfolio
seeks high total return with reduced risk over the long-term by  allocating  its
assets among  domestic and foreign  stocks,  bonds and  short-term  fixed income
instruments.

         VIP II  Contrafund  Portfolio.  The VIP II Contrafund  Portfolio  seeks
capital  appreciation  by investing  primarily in companies that the managers of
the Portfolio believe to be undervalued due to an overly  pessimistic  appraisal
by the public.

         VIP II Index 500  Portfolio.  The VIP II Index 500  Portfolio  seeks to
provide  investment  results  that  correspond  to the total return  (i.e.,  the
combination of capital  changes and income) of common stocks  publicly traded in
the  United  States.  In seeking  this  objective,  the  Portfolio  attempts  to
duplicate the  composition  and total return of the Standard & Poor's  Composite
Index of 500 Stocks.
    
         T. Rowe Price Equity Series, Inc.

         T. Rowe Price Equity Income Portfolio.  The T. Rowe Price Equity Income
Portfolio  seeks to provide  substantial  dividend  income as well as  long-term
capital  appreciation  through  investments  in  common  stocks  of  established
companies.

THERE IS NO  ASSURANCE  THAT THE STATED  OBJECTIVES  AND  POLICIES OF ANY OF THE
FUNDS WILL BE ACHIEVED.
   

                               FUND EXPENSE TABLE


         The  purpose  of  the  following  table  is  to  assist   investors  in
understanding  the various costs and expenses that Owners bear  indirectly.  The
table reflects expenses of the Funds for the fiscal year ended December 1, 1996.
Expenses  of the Funds as shown under "Fund  Annual  Expenses"  are not fixed or
specified under the terms of the Policy and may vary from year to year. The fees
in this  expense  table  have  been  provided  by the  Funds  and  have not been
independently  verified by AUL.  The  information  contained in the table is not
generally  applicable  to amounts  allocated to the Fixed Account or to payments
under Settlement Option.



<PAGE>


Fund Annual Expenses (as a percentage of net assets of each Fund)
<TABLE>
<S>                                                     <C>                    <C>                     <C>

                                                           Management/                                   Total Fund
Portfolio                                                 Advisory Fee         Other Expenses          Annual Expenses

AUL American Series Fund, In.
   American Equity Portfolio                                  0.50%(1)             0.20%                   0.70%
   American Bond Portfolio                                    0.50%(1)             0.21%                   0.71%
   American Money Market Portfolio                            0.50%(1)             0.20%                   0.70%
   American Managed Portfolio                                 0.50%(1)             0.20%                   0.70%
Alger American Fund
   Alger American Growth Portfolio                            0.75%                0.04%                   0.79%
American Century Variable Portfolios, Inc.
   American Century VP Capital Appreciation                   1.00%                0.00%                   1.00%
Portfolio
   American Century VP International Portfolio                1.50%                0.00%                   1.50%
Fidelity Variable Insurance Products Fund
   VIP Equity-Income Portfolio                                0.51%                0.07%                   0.58%(2)
   VIP Growth Portfolio                                       0.61%                0.08%                   0.69%(2)
   VIP High Income Portfolio                                  0.59%                0.12%                   0.71%
   VIP Money Market Portfolio                                 0.21%%               0.30%                   0.51%
   VIP Overseas Portfolio                                     0.76%                0.17%                   0.93%(2)
Fidelity Variable Insurance Products Fund II
   VIP II Asset Manager Portfolio                             0.64%                0.10%                   0.74%(2)
   VIP II Contrafund Portfolio                                0.61%                0.13%                   0.74%(2)
   VIP II Index 500 Portfolio                                 0.13%                0.15%                   0.28%(3)
T. Rowe Price Equity Series, Inc.
   T. Rowe Price Equity Income Portfolio                      0.85%(4)             0.00%                   0.85%


</TABLE>

(1)  AUL has currently agreed to waive its advisory fee if the ordinary expenses
     of a Portfolio exceed 1% and, to the extent necessary,  assume any expenses
     in excess  of its  advisory  fee so that the  expenses  of each  Portfolio,
     including the advisory fee but excluding  extraordinary  expenses, will not
     exceed 1% of the  Portfolio's  average daily net asset value per year.  The
     Company may terminate  the policy of reducing its fee and/or  assuming Fund
     expenses  upon 30 days  written  notice to the Fund and such policy will be
     terminated  automatically  by the  termination of the  Investment  Advisory
     Agreement.

(2)  A portion of the brokerage  commissions  that certain funds pay was used to
     reduce  funds  expenses.  In  addition,  certain  funds have  entered  into
     arrangements  with their  custodian  and transfer  agent  whereby  interest
     earned  on  uninvested  cash  balances  was used to  reduce  custodian  and
     transfer agent expenses.  Including these  reductions,  the total operating
     expenses presented in the table would have been 0.56% for the Equity-Income
     Portfolio,  0.67% for the Growth Portfolio,  0.92% for Overseas  Portfolio,
     0.73% for Asset Manager Portfolio, and 0.71% for the Contrafund Portfolio.

(3)  Fidelity  Management  & Research  Company  agreed to reimburse a portion of
     Index  500   portfolio's   expenses   during  the  period.   Without   this
     reimbursement, the fund's management fee, other expenses and total expenses
     would  have  been  0.28%,  0.15%,  and  0.43%  respectively  for  Index 500
     Portfolio on an annualized basis.

(4)  T. Rowe Price's management fee includes the ordinary  expenses of operating
     the Portfolio.
    
More detailed information  concerning the investment  objectives,  policies, and
restrictions  pertaining  to  the  Funds  and  Portfolios  and  their  expenses,
investment  advisory  services and charges and the risks involved with investing
in the  Portfolios  and other  aspects of their  operations  can be found in the
current  prospectus  for each Fund or  Portfolio  and the current  Statement  of
Additional  Information  for each Fund or Portfolio.  The  prospectuses  for the
Funds or  Portfolios  should  be read  carefully  before  any  decision  is made
concerning  the  allocation  of Net  Premium  payments  or  transfers  among the
Investment Accounts.
<PAGE>
   
AUL has  entered  into  agreements  with the  Distributors/Advisers  of American
Century Variable  Portfolios,  Inc. and Fidelity Investments and under which AUL
has agreed to render  certain  services and to provide  information  about these
Funds to Owners  who  invest in these  Funds.  Under  these  agreements  and for
providing these services, AUL receives compensation from the Distributor/Advisor
of these Funds  ranging  from zero basis  points  until a certain  level of Fund
assets have been purchased to fifteen basis points on the
    
AUL cannot  guarantee  that each Fund or Portfolio  will always be available for
the  Policies;  but,  in the  unlikely  event  that a Fund or  Portfolio  is not
available,  AUL will take  reasonable  steps to  secure  the  availability  of a
comparable  fund.  Shares of each  Portfolio  are  purchased and redeemed at net
asset value, without a sales charge.

                        PREMIUM PAYMENTS AND ALLOCATIONS

Applying for a Policy
   
AUL requires satisfactory evidence of the proposed Insured's insurability, which
may include a medical  examination of the proposed Insured.  The available Issue
Ages are 0 through 85 on a  standard  basis,  and 20  through 85 on a  preferred
non-tobacco  user and tobacco user basis.  Issue Age is determined  based on the
Insured's age as of the Contract Date.  Acceptance of an application  depends on
AUL's  underwriting  rules, and AUL reserves the right to reject an application.
Coverage  under the Policy is  effective as of the later of the date the initial
premium is paid or the Issue Date.
    
As the Owner of the  Policy,  you may  exercise  all rights  provided  under the
Policy while the Insured is living,  subject to the interests of any assignee or
irrevocable  beneficiary.  The Insured is the Owner, unless a different Owner is
named in the application.  In accordance with the terms of the Policy, the Owner
may in the  application  or by Proper  Notice name a  contingent  Owner or a new
Owner while the Insured is living.  The Policy may be jointly owned by more than
one Owner.  The consent of both joint  Owners is required  for all  transactions
except when proper forms have been  executed to allow one Owner to make changes.
Unless a  contingent  Owner has been named,  on the death of the last  surviving
Owner, ownership of the Policy passes to the estate of the last surviving Owner,
which then will become the Owner.  A change in Owner may have tax  consequences.
See "Tax Considerations."

Right to Examine Policy
   
You may cancel your Policy for a refund  during your "right to examine"  period.
In most states,  this period  expires 10 days after you receive your Policy.  We
assume you receive your Policy within 5 days after the Issue Date. If you decide
to cancel the Policy, you must return it by mail or other delivery method to the
Home Office or to the authorized  AUL  representative  who sold it.  Immediately
after  mailing or delivery of the Policy to AUL,  the Policy will be deemed void
from the  beginning.  Within seven calendar days after AUL receives the returned
Policy, AUL will refund the greater of premiums paid or the Account Value.
    
<PAGE>

Premiums

The minimum  initial premium  payment  required  depends on a number of factors,
such as the Age,  sex and risk class of the proposed  Insured,  the initial Face
Amount, any supplemental  and/or rider benefits and the planned premium payments
you propose to make.  Consult your AUL  representative for information about the
initial premium required for the coverage you desire.

The initial premium is due on or before delivery of the Policy. There will be no
coverage until this premium is paid or until the Issue Date, whichever is later.

You may make other  premium  payments at any time and in any amount,  subject to
the limits described in this section. The actual amount of premium payments will
affect the Account Value and the period of time the Policy remains in force.

Premium payments after the initial payment must be made to our Home Office. Each
payment must be at least equal to the minimum  payment  shown on the Policy Data
Page in your  Policy.  All premiums  combined  may not be more than  $1,000,000,
unless a higher amount is agreed to by us.
   
The planned  premium is the amount for which we will bill you or, in the case of
our automatic premium plan (which deducts the planned premium from your checking
account),  the  amount for which we will  charge  your  account.  The amount and
frequency  of the  planned  premium  are shown on the  Policy  Data Page in your
Policy.  You may change the amount and the  frequency of the planned  premium by
Proper Notice. We reserve the right to change the planned premium to comply with
our rules for billing amount and frequency.
    
If the payment of any premium would cause an increase in Risk Amount  because of
the  Minimum  Insurance  Percentage,  we may  require  satisfactory  evidence of
insurability before accepting it. If we accept the premium, we will allocate the
Net Premium to your Account  Value on the date of our  acceptance.  If we do not
accept the premium, we will refund it to you.
   
If the  payment  of any  premium  would  cause  this  Policy to fail to meet the
federal tax  definition  of a life  insurance  contract in  accordance  with the
Internal  Revenue  Code,  we reserve  the right to refund the amount to you with
interest  no later than 60 days after the end of the Policy Year when we receive
the premium, but we assume no obligation to do so.
    
<PAGE>

If the  payment  of any  premium  would  cause the  Policy to become a  Modified
Endowment,  we will attempt to so notify you upon allocating the premium, but we
assume no obligation to do so. In the event that we notify you,  consistent with
the terms of the notice you may choose whether you want the premium  refunded to
you. We reserve the right to refund any premiums that cause the Policy to become
a Modified Endowment.  Upon request, we will refund the premium,  with interest,
to you no  later  than 60 days  after  the end of the  Policy  Year in  which we
receive the premium.

         Planned Premiums. When applying for a Policy, you may select a plan for
paying level premium payments  semi-annually or annually. If you elect, AUL will
also  arrange  for  payment  of  planned  premiums  on a monthly  basis  under a
pre-authorized payment arrangement. You are not required to pay premium payments
in accordance with these plans;  rather,  you can pay more or less than planned,
or skip a planned premium entirely. (See, however,  "Premium Payments to Prevent
Lapse" and  "Guarantee  Period and Required  Premium for the Guarantee  Period."
Each  premium  after the initial  premium must be at least $50. AUL may increase
this  minimum  90 days  after we send you a  written  notice  of such  increase.
Subject to the limits  described  above, you can change the amount and frequency
of  planned  premiums  whenever  you want by sending  Proper  Notice to the Home
Office.  However AUL reserves the right to limit the amount of a premium payment
or the total premium payments paid.

Premium Payments to Prevent Lapse

Failure to pay planned  premiums will not  necessarily  cause a Policy to lapse.
Conversely,  paying all planned  premiums will not guarantee  that a Policy will
not lapse.  The  conditions  that will result in your Policy  lapsing  will vary
depending on whether a Guarantee Period is in effect, as follows:
   
         Grace  Period.  The Policy goes into  default at the start of the grace
period, which is a 61-day period to make a premium payment sufficient to prevent
lapse. A Grace Period starts if the Net Cash Value on a  Monthiversary  will not
cover the Monthly  Deduction.  AUL will send notice of the grace  period and the
amount  required to be paid during the grace period to your last known  address.
The grace period shall  terminate as of the date indicated in the notice,  which
shall  comply with any  applicable  state law.  Your Policy will remain in force
during the grace period. If the Insured should die during the grace period,  the
Death Benefit  proceeds will still be payable to the  beneficiary,  although the
amount paid will be equal to the Death Benefit immediately prior to the start of
the grace period,  plus any benefits provided by rider, and less any outstanding
loan and loan interest and overdue Monthly  Deductions and mortality and expense
risk charges as of the date of death. See "Amount of Death Benefit Proceeds." If
the grace period premium payment has not been paid before the grace period ends,
your Policy will lapse. It will have no value,  and no benefits will be payable.
See "Reinstatement."
    
A grace period also may begin if any outstanding  loan and loan interest becomes
excessive. See "Policy Loans."
<PAGE>

         Guarantee  Period and Required  Premium for the Guarantee  Period.  The
Guarantee  Period is the period shown in the Policy during which the Policy will
remain in force and will not begin the grace period,  if on each  Monthiversary,
the sum of the premiums  paid to date,  less any Partial  Surrenders,  loans and
loan interest,  equals or exceeds the Required  Premium for the Guarantee Period
multiplied by the number of Policy Months since the Contract  Date. If this test
fails on any Monthiversary,  the continuation of insurance guarantee terminates.
The guarantee will not be reinstated.

The Required  Premium for the Guarantee Period is shown on the Policy Data Page.
If you make  changes  to the  Policy  after  issue,  the  Required  Premium  for
subsequent  months  may  change.  We will send you  notice  of the new  Required
Premium.  The  Required  Premium per $1,000  factors for the Face Amount vary by
risk class, Issue Age, and sex.  Additional premiums for substandard ratings and
rider benefits are included in the Required Premium.

         After the Guarantee Period. A grace period starts if the Net Cash Value
on a Monthiversary will not cover the Monthly Deduction. A premium sufficient to
keep the Contract in force must be submitted during the grace period.

Premium Allocations and Crediting
   
In the Policy  application,  you specify the  percentage  of a Net Premium to be
allocated to the Investment  Accounts and to the Fixed Account.  The sum of your
allocations  must  equal  100%,  with at  least  1% of the Net  Premium  payment
allocated to each account  selected by you. All Net Premium  allocations must be
in whole  percentages.  AUL reserves the right to limit the number of Investment
Accounts  to which  premiums  may be  allocated.  You can change the  allocation
percentages at any time, subject to these rules, by sending Proper Notice to the
Home Office,  or by telephone if written  authorization  is on file with us. The
change will apply to the premium payments received with or after receipt of your
notice.
    
The initial Net Premium  generally  is  allocated  to the Fixed  Account and the
Investment Accounts in accordance with your allocation instructions on the later
of the day the "right to  examine"  period  expires,  or the date we receive the
premium at our Home Office.  Subsequent Net Premiums are allocated as of the end
of the Valuation Period during which we receive the premium at our Home Office.

We generally  allocate all Net Premiums  received prior to the Issue Date to our
general  account  prior to the end of the  "right to  examine"  period.  We will
credit  interest  daily on Net Premiums so  allocated.  However,  we reserve the
right to allocate Net Premiums to the Fixed Account and the Investment  Accounts
of the Separate Account in accordance with your allocation instructions prior to
the expiration of the "right to examine"  period.  If you exercise your right to
examine  the Policy and cancel it by  returning  it to us, we will refund to you
any  premiums  paid or the Account  Value.  At the end of the "right to examine"
period,  we transfer the Net Premium and  interest to the Fixed  Account and the
Investment  Accounts of the Separate  Account based on the  percentages you have
selected in the  application.  For purposes of determining the end of the "right
to  examine"  period,  solely as it applies  to this  transfer,  we assume  that
receipt of this Policy occurs 5 days after the Issue Date.
<PAGE>

Premium payments  requiring  satisfactory  evidence of insurability  will not be
credited to the Policy until  underwriting  has been  completed  and the premium
payment has been accepted.  If the additional  premium payment is rejected,  AUL
will  return  the  premium  payment  immediately,  without  any  adjustment  for
investment experience.

Transfer Privilege

You may transfer  amounts  between the Fixed Account and Investment  Accounts or
among Investment Accounts at any time after the "right to examine" period.

There currently is no minimum transfer amount,  although we reserve the right to
require a $100 minimum  transfer.  You must transfer the minimum amount,  or, if
less, the entire amount in the account from which you are transferring each time
a transfer is made. If after the transfer the amount remaining in any account is
less than $25, we have the right to transfer the entire  amount.  Any applicable
transfer  charge  will be  assessed.  The  charge  will  be  deducted  from  the
account(s) from which the transfer is made on a prorata basis.

Transfers  are made such that the Account Value on the date of transfer will not
be affected by the transfer,  except for the  deduction of any transfer  charge.
Currently,  all transfers are free. On a guaranteed  basis, we reserve the right
to limit the number of transfers to 12 per year, or to restrict  transfers  from
being made on consecutive Valuation Dates.

If we determine  that the  transfers  made by or on behalf of one or more Owners
are to the  disadvantage of other Owners,  we may restrict the rights of certain
Owners.  We also reserve the right to limit the size of transfers  and remaining
balances,  to limit the number and  frequency of transfers,  and to  discontinue
telephone transfers.
   
The first 12  transfers  during  each  Policy  Year are free.  Any  unused  free
transfers  do not carry over to the next  Policy  Year.  We reserve the right to
assess a $25 charge for the thirteenth  and each  subsequent  transfer  during a
Policy Year. For the purpose of assessing the charge, each request (or telephone
request  described  below) is considered  to be one transfer,  regardless of the
number of Investment Accounts or the Fixed Account affected by the transfer. The
charge will be deducted from the Investment  Account(s) from which the transfers
are made.

Unless AUL  restricts  the right of an Owner to transfer  funds as stated above,
there is no limit on the number of transfers that can be made between Investment
Accounts  or to the Fixed  Account.  There is a limit on the amount  transferred
from the Fixed Account each Policy Year. See "Transfers  from Fixed Account" for
restrictions.
    
<PAGE>

         Telephone   Transfers.   Telephone   transfers   will  be  based   upon
instructions given by telephone, provided the appropriate election has been made
at the time of application or proper  authorization  has been provided to us. We
reserve the right to suspend telephone transfer  privileges at any time, for any
reason, if we deem such suspension to be in the best interests of Owners.

We will employ reasonable  procedures to confirm that instructions  communicated
by telephone  are genuine,  and if we follow  those  procedures,  we will not be
liable for any losses due to unauthorized or fraudulent instructions.  We may be
liable for such  losses if we do not follow  those  reasonable  procedures.  The
procedures we will follow for telephone transfers include requiring some form of
personal  identification prior to acting on instructions  received by telephone,
providing written  confirmation of the transaction,  and making a tape recording
of the instructions given by telephone.

Dollar Cost Averaging Program

The  Dollar  Cost  Averaging  Program,  if  elected,  enables  you  to  transfer
systemically  and  automatically,  on a monthly basis,  specified dollar amounts
from the AUL  American  Money  Market  Investment  Account  to other  Investment
Accounts. By allocating on a regularly scheduled basis, as opposed to allocating
the total amount at one  particular  time,  you may be less  susceptible  to the
impact of market  fluctuations.  However,  we make no guarantee  that the Dollar
Cost Averaging Program will result in a gain.

You specify the fixed dollar amount to be transferred automatically from the AUL
American Money Market Investment  Account. At the time that you elect the Dollar
Cost  Averaging  Program,  the Account  Value in the AUL  American  Money Market
account from which transfers will be made must be at least $2,000.

You may  elect  this  Program  at the  time of  application  by  completing  the
authorization  on the  application  or at any time after the Policy is issued by
properly  completing and returning the election  form.  Transfers made under the
Dollar Cost  Averaging  Program will  commence on the  Monthiversary  on or next
following the election.

Once elected,  transfers from the AUL American Money Market  Investment  Account
will be  processed  until  the value of the  Investment  Account  is  completely
depleted, or you send us Proper Notice instructing us to cancel the transfers.

Currently,  transfers made under the Dollar Cost  Averaging  Program will not be
subject to any  transfer  charge and will not count  against  the number of free
transfers  permitted  in a Policy  Year.  We  reserve  the right to impose a $25
transfer  charge  for  each  transfer  effected  under a Dollar  Cost  Averaging
Program.  We also  reserve the right to alter the terms or suspend or  eliminate
the availability of the Dollar Cost Averaging Program at any time.



<PAGE>


Portfolio Rebalancing Program
   
You may  elect  to have  the  accumulated  balance  of each  Investment  Account
redistributed to equal a specified percentage of the Variable Account. This will
be done on an  annual  basis  from  the  Monthiversary  on which  the  Portfolio
Rebalancing Program commences.  If elected, this plan automatically adjusts your
Portfolio mix to be consistent with the allocation most recently requested.  The
redistribution will not count toward the 12 free transfers permitted each Policy
Year.  If the Dollar Cost  Averaging  Program has been  elected,  the  Portfolio
Rebalancing  Program will not commence  until the  Monthiversary  following  the
termination of the Dollar Cost Averaging Program.

You  may  elect  this  plan  at  the  time  of  application  by  completing  the
authorization  on the  application  or at any time after the Policy is issued by
properly  completing  the  election  form  and  returning  it to  us.  Portfolio
rebalancing  will  terminate when you request any transfer or the day we receive
Proper Notice instructing us to cancel the Portfolio  Rebalancing Program. We do
no currently charge for this program. We reserve the right to alter the terms or
suspend or eliminate the availability of portfolio rebalancing at any time.
    
                                  FIXED ACCOUNT

Because of exemptive and exclusionary provisions, interests in the Fixed Account
have not been  registered  under the  Securities  Act of 1933, nor has the Fixed
Account  been   registered  as  an  investment   company  under  the  1940  Act.
Accordingly,  neither the Fixed Account nor any interests therein are subject to
the  provisions  of these  Acts and,  as a result,  the staff of the SEC has not
reviewed the disclosure in this  Prospectus  relating to the Fixed Account.  The
disclosure  regarding the Fixed  Account,  may,  however,  be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

You may allocate some or all of the Net Premiums and transfer some or all of the
Variable  Account  value to the  Fixed  Account,  which  is part of our  general
account and pays interest at declared rates (subject to a minimum  interest rate
we guarantee to be 3%). Our general  account  supports our insurance and annuity
obligations.

The portion of the Account Value allocated to the Fixed Account will be credited
with rates of interest,  as described below.  Since the Fixed Account is part of
our general  account,  we benefit  from  investment  gain and assume the risk of
investment loss on this amount. All assets in the general account are subject to
our general liabilities from business operations.
<PAGE>

Minimum Guaranteed and Current Interest Rates
   
The Account Value in the Fixed  Account  earns  interest at one or more interest
rates  determined  by AUL at its  discretion  and declared in advance  ("Current
Rate"),  which  are  guaranteed  to be at least an annual  effective  rate of 3%
("Guaranteed  Rate").  AUL will  determine a Current Rate from time to time and,
generally,  any Current Rate that exceeds the Guaranteed  Rate will be effective
for the  Policies  for a period of at least one year.  We  reserve  the right to
change the method of crediting from time to time,  provided that such changes do
not have the effect of reducing the guaranteed  rate of interest.  AUL bears the
investment  risk for Owner's Fixed Account values and for paying interest at the
Current Rate on amounts allocated to the Fixed Account.

Calculation of the Fixed Account Value

Fixed Account value at any time is equal to amounts  allocated or transferred to
the Fixed Account,  plus interest credited minus amounts deducted,  transferred,
or surrendered from the Fixed Account.
    
Transfers from the Fixed Account

The amount  transferred from the Fixed Account in any Policy Year may not exceed
20% of the amount in the Fixed Account at the beginning of the Policy Year, less
any Partial  Surrenders made from the Fixed Account since that date,  unless the
balance  after the transfer is less than $25, in which case we reserve the right
to transfer the entire amount.

Payment Deferral

We reserve the right to defer payment of any surrender,  Partial  Surrender,  or
transfer from the Fixed Account for up to six months from the date of receipt of
the Proper Notice for the partial or full  surrender or transfer.  In this case,
interest on Fixed  Account  assets will  continue to accrue at the  then-current
rates of interest.


<PAGE>

                             CHARGES AND DEDUCTIONS

Premium Expense Charges
   
         Premium Tax Charge. A 2.5% charge for state and local premium taxes and
related administrative expenses is deducted from each premium payment. The state
and local  premium  tax charge  reimburses  AUL for  premium  taxes and  related
administrative  expenses  associated  with the  Policies.  AUL expects to pay an
average  state and local  premium  tax rate  (including  related  administrative
expenses) of  approximately  2.5% of premium  payments for all states,  although
such tax rates  range  from 0% to 4%.  This  charge may be more or less than the
amount actually assessed by the state in which a particular Owner lives.
    
         Sales Charge. AUL deducts a sales charge from each premium payment. The
sales charge is 3.5% of each premium paid during the first 10 Policy Years,  and
1.5% of each premium paid thereafter.

Monthly Deduction

AUL  will  deduct   Monthly   Deductions  on  the  Contract  Date  and  on  each
Monthiversary.   Monthly   Deductions   due  on  the   Contract   Date  and  any
Monthiversaries  prior to the Issue Date are  deducted on the Issue  Date.  Your
Contract  Date is the date used to  determine  your  Monthiversary.  The Monthly
Deduction consists of (1) cost of insurance charge,  (2) monthly  administrative
charge, and (3) any charges for rider benefits,  as described below. The Monthly
Deduction is deducted from the Variable  Account (and each  Investment  Account)
and Fixed  Account  prorata on the basis of the portion of Account Value in each
account.
   
         Cost of Insurance Charge.  This charge  compensates AUL for the expense
of providing insurance coverage. The charge depends on a number of variables and
therefore will vary between Policies and from  Monthiversary  to  Monthiversary.
The  Policy  contains  guaranteed  cost  of  insurance  rates  that  may  not be
increased.  The  guaranteed  rates are no  greater  than the 1980  Commissioners
Standard Ordinary Non-Smoker and Smoker Mortality Tables (the "1980 CSO Tables")
(and where unisex cost of insurance  rates apply,  the 1980 CSO-C  Tables).  The
guaranteed rates for substandard  classes are based on multiples of or additives
to the  1980  CSO  Tables.  These  rates  are  based  on the  Attained  Age  and
underwriting  class  of the  Insured.  They  are  also  based  on the sex of the
Insured,  except that unisex rates are used where  appropriate  under applicable
law,  including in the state of Montana,  and in Policies purchased by employers
and employee  organizations in connection with  employment-related  insurance or
benefit  programs.  The cost of  insurance  rate  generally  increases  with the
Attained  Age of the  Insured.  As of the  date of this  Prospectus,  we  charge
"current  rates"  that are  generally  lower  (i.e.,  less  expensive)  than the
guaranteed  rates,  and we may also  charge  current  rates in the  future.  The
current rates may also vary with the Attained Age,  gender,  where  permissible,
duration of each Face Amount segment,  policy size and underwriting class of the
Insured.  For any Policy, the cost of insurance on a Monthiversary is calculated
by  multiplying  the current cost of insurance  rate for the Insured by the Risk
Amount  for  that  Monthiversary.  The Risk  Amount  on a  Monthiversary  is the
difference  between  the Death  Benefit  divided by  1.00246627  and the Account
Value.  The Account  Value will first be  considered  part of the  initial  Face
Amount, then part of any additional Face Amounts in the order of the increases.
<PAGE>

The cost of insurance  charge for each Face Amount segment will be determined on
each  Monthiversary.  AUL currently  places  Insureds in the following  classes,
based  on  underwriting:  Standard  Tobacco  User,  Standard  Non-Tobacco  User,
Preferred Tobacco User, Preferred  Non-Tobacco User. An Insured may be placed in
a  substandard  risk  class,  which  involves a higher  mortality  risk than the
Standard Tobacco User or Standard Non-Tobacco User classes. Standard Non-Tobacco
User  rates are  available  for  Issue  Ages  0-85.  Preferred  Non-Tobacco  and
Preferred  Tobacco User rates are available for Issue Ages 20-85. The guaranteed
maximum  cost of  insurance  rate is set forth on the  Policy  Data Page of your
Policy.

AUL  places the  Insured  in a risk class when the Policy is given  underwriting
approval,  based on AUL's  underwriting of the application.  When an increase in
Face  Amount is  requested,  AUL  conducts  underwriting  before  approving  the
increase  (except as noted  below),  and a separate  risk class may apply to the
increase.  If the risk  class for the  increase  has higher  guaranteed  cost of
insurance rates than the existing class, the higher  guaranteed rates will apply
only to the increase in Face Amount,  and the existing  risk class will continue
to apply to the  existing  Face  Amount.  If the risk class for the increase has
lower  guaranteed  cost of insurance  rates than the existing  class,  the lower
guaranteed rates will apply to both the increase and the existing Face Amount.

         Monthly  Administrative  Charge. The monthly administrative charge is a
level  monthly  charge,  currently  $30 during  the first  Policy  Year,  and $5
thereafter, which applies in all years. It is guaranteed not to exceed $10 after
the first Policy Year. This charge  reimburses AUL for expenses  incurred in the
administration of the Policies and the Separate Account.  Such expenses include,
but are not limited  to:  underwriting  and  issuing the Policy,  confirmations,
annual  reports  and  account   statements,   maintenance  of  Policy   records,
maintenance of Separate Account records, administrative personnel costs, mailing
costs,  data processing  costs,  legal fees,  accounting fees,  filing fees, the
costs of other  services  necessary  for  Owner  servicing  and all  accounting,
valuation, regulatory and updating requirements.
    
         Cost of Additional  Benefits Provided by Riders. The cost of additional
benefits   provided  by  riders  is  charged  to  the   Account   Value  on  the
Monthiversary.

Mortality and Expense Risk Charge

AUL deducts this monthly  charge from the Investment  Accounts  prorata based on
your amounts in each account.  The current  charge is at an annual rate of 0.75%
of  Variable  Account  value  during  the  first  10  Policy  Years,  and  0.25%
thereafter,  and is guaranteed not to increase for the duration of a Policy. AUL
may realize a profit from this charge.
<PAGE>

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 Policy will be  insufficient  to meet actual  claims.  AUL also
assumes the mortality risk associated with guaranteeing the Death Benefit during
the Guarantee Period.  The expense risk AUL assumes is that expenses incurred in
issuing and  administering the Policies and the Separate Account will exceed the
amounts  realized from the monthly  administrative  charges assessed against the
Policies.

Surrender Charge
   
During the first fifteen Policy Years, a surrender  charge will be deducted from
the Account Value if the Policy is completely  surrendered  for cash.  The total
surrender  charge will not exceed the maximum  surrender charge set forth in the
Policy.  The surrender  charge is equivalent to 100% of the base coverage target
premium  for  Policy  Years 1 through 5,  reducing  thereafter  by 10%  annually
through  Policy Year 15. An additional  surrender  charge and  surrender  charge
period  will apply to each  portion of the Policy  resulting  from a Face Amount
increase, starting with the effective date of the increase.

The surrender  charge on the date of  reinstatement of a Policy will be based on
the number of Policy  Years from the  original  Contract  Date.  For purposes of
determining the surrender charge on any date after reinstatement, the period the
Policy was lapsed will be credited to the total Policy period.

The table below shows the  surrender  charge  (which is a  percentage  of target
premium)  deducted  if the  Policy is  completely  surrendered  during the first
fifteen  Policy Years or during the fifteen years  following an increase in Face
Amount.
    
                           Table of Surrender Charges

                          Policy Year           Surrender Charge

                               1                     100%
                               2                     100%
                               3                     100%
                               4                     100%
                               5                     100%
                               6                      90%
                               7                      80%
                               8                      70%
                               9                      60%
                              10                      50%
                              11                      40%
                              12                      30%
                              13                      20%
                              14                      10%
                              15                       0%
<PAGE>

Taxes

AUL does not  currently  assess a charge for any taxes other than state  premium
taxes incurred as a result of the  establishment,  maintenance,  or operation of
the Investment Accounts of the Separate Account. We reserve the right,  however,
to  assess a  charge  for such  taxes  against  the  Investment  Accounts  if we
determine that such taxes will be incurred.

Special Uses

We may agree to reduce or waive the surrender  charge or the Monthly  Deduction,
or credit  additional  amounts  under the Policies in  situations  where selling
and/or  maintenance costs associated with the Policies are reduced,  such as the
sale of several Policies to the same Owner(s), sales of large Policies, sales of
Policies  in  connection   with  a  group  or  sponsored   arrangement  or  mass
transactions over multiple Policies.
   
In addition, we may agree to reduce or waive some or all of these charges and/or
credit additional  amounts under the Policies for those Policies sold to persons
who meet  criteria  established  by us,  who may  include  current  and  retired
officers, directors and employees of us and our affiliates. We may also agree to
waive minimum premium requirements for such persons.

We will only reduce or waive such  charges or credit  additional  amounts on any
Policies  where  expenses  associated  with the sale of the Policy  and/or costs
associated with administering and maintaining the Policy are reduced. We reserve
the right to terminate waiver/reduced charge and crediting programs at any time,
including those for previously issued Policies.
    
Fund Expenses

Each  Investment  Account of the Separate  Account  purchases  shares at the net
asset value of the  corresponding  Portfolio.  The net asset value  reflects the
investment  advisory fee and other expenses that are deducted from the assets of
the  Portfolio.  The advisory fees and other expenses are not fixed or specified
under the terms of the Policy and are described in the Funds' prospectuses.
<PAGE>

                          HOW YOUR ACCOUNT VALUES VARY

There is no minimum  guaranteed  Account  Value,  Cash Value or Net Cash  Value.
These values will vary with the investment experience of the Investment Accounts
and/or the  crediting of interest in the Fixed  Account,  and will depend on the
allocation of Account Value.  If the Net Cash Value on a  Monthiversary  is less
than the amount of the  Monthly  Deduction  to be  deducted on that date and the
Guarantee  Period is not then in  effect,  the Policy  will be in default  and a
grace period will begin. See "Premium Payments to Prevent Lapse."

Determining the Account Value

On the Contract Date, the Account Value is equal to the initial Net Premium less
the Monthly  Deductions  deducted as of the Contract Date. On each Valuation Day
thereafter,  the Account Value is the aggregate of the Variable  Account  value,
the Fixed Account value, and the Loan Account value. The Account Value will vary
to reflect the performance of the Investment Accounts to which amounts have been
allocated, interest credited on amounts allocated to the Fixed Account, interest
credited on amounts in the Loan Account, charges, transfers, Partial Surrenders,
loans and loan repayments.
   
         Variable  Account  Value.  When you allocate an amount to an Investment
Account, either by Net Premium payment allocation or by transfer, your Policy is
credited  with  accumulation  units in that  Investment  Account.  The number of
accumulation  units  credited is determined by dividing the amount  allocated to
the Investment  Account by the Investment  Account's  accumulation unit value at
the end of the  Valuation  Period during which the  allocation is effected.  The
Variable  Account  value  of the  Policy  equals  the  sum,  for all  Investment
Accounts, of the accumulation units credited to an Investment Account multiplied
by that Investment Account's accumulation unit value.
    
The number of Investment Account accumulation units credited to your Policy will
increase when Net Premium  payments are allocated to the Investment  Account and
when amounts are transferred to the Investment Account. The number of Investment
Account accumulation units credited to a Policy will decrease when the allocated
portion of the Monthly Deduction and mortality and expense charge are taken from
the  Investment  Account,  a loan is made,  an  amount is  transferred  from the
Investment Account, or a Partial Surrender is taken from the Investment Account.
   
         Accumulation  Unit Values.  An Investment  Account's  accumulation unit
value is determined on each  Valuation Date and varies to reflect the investment
experience of the underlying Portfolio. It may increase, decrease, or remain the
same from Valuation Period to Valuation Period.  The accumulation unit value for
the  Money  Market  Investment  Accounts  were  initially  set  at $1,  and  the
accumulation  unit  value  for  each  of  the  other  Investment   Accounts  was
arbitrarily set at $5 when each  Investment  Account was  established.  For each
Valuation Period after the date of establishment, the accumulation unit value is
determined by multiplying  the value of an  accumulation  unit for an Investment
Account  for the prior  Valuation  Period by the net  investment  factor for the
Investment Account for the current Valuation Period.
    
<PAGE>

         Net Investment Factor. The net investment factor is used to measure the
investment performance of an Investment Account from one Valuation Period to the
next. For any  Investment  Account,  the net  investment  factor for a Valuation
Period is determined by dividing (a) by (b), where:

         (a) is equal to:
          1.   the net  asset  value  per  share  of the  Portfolio  held in the
               Investment Account determined at the end of the current Valuation
               Period; plus
          2.   the per share amount of any dividend or capital gain distribution
               paid by the Portfolio during the Valuation Period; plus
          3.   the per share  credit or charge  with  respect to taxes,  if any,
               paid or reserved for by AUL during the Valuation  Period that are
               determined  by AUL to be  attributable  to the  operation  of the
               Investment Account; and

          (b) is equal to:
          1.   the net  asset  value  per  share  of the  Portfolio  held in the
               Investment  Account  determined  at  the  end  of  the  preceding
               Valuation Period; plus
          2.   the per share  credit or charge  for any taxes  reserved  for the
               immediately preceding Valuation Period.

         Fixed Account Value.  On any Valuation Date, the Fixed Account value of
a Policy  is the  total  of all Net  Premium  payments  allocated  to the  Fixed
Account,  plus any  amounts  transferred  to the Fixed  Account,  plus  interest
credited on such Net Premium payments and amounts  transferred,  less the amount
of any  transfers  from the  Fixed  Account,  less  the  amount  of any  Partial
Surrenders  taken from the Fixed  Account,  and less the prorata  portion of the
Monthly Deduction charged against the Fixed Account.

         Loan  Account  Value.  On any  Valuation  Date,  if there have been any
Policy loans, the Loan Account value is equal to amounts transferred to the Loan
Account from the  Investment  Accounts and from the Fixed  Account as collateral
for Policy loans and for due and unpaid loan interest,  less amounts transferred
from the Loan  Account  to the  Investment  Accounts  and the Fixed  Account  as
outstanding  loans and loan interest are repaid,  and plus interest  credited to
the Loan Account.

Cash Value and Net Cash Value

The Cash Value on a  Valuation  Date is the  Account  Value less any  applicable
surrender  charges.  The Net Cash  Value on a  Valuation  Date is the Cash Value
reduced by any  outstanding  loans and loan interest.  Net Cash Value is used to
determine  whether a grace  period  starts.  See  "Premium  Payments  to Prevent
Lapse." It is also the  amount  that is  available  upon full  surrender  of the
Policy. See "Surrendering the Policy for Net Cash Value."
<PAGE>

                    DEATH BENEFIT AND CHANGES IN FACE AMOUNT

As long as the Policy remains in force,  AUL will pay the Death Benefit Proceeds
upon receipt at the Home Office of  satisfactory  proof of the Insured's  death.
AUL may require return of the Policy.  The Death Benefit Proceeds may be paid in
a lump sum,  generally  within seven  calendar  days of receipt of  satisfactory
proof (see "When  Proceeds Are Paid"),  or in any other way agreeable to you and
us. Before the Insured dies,  you may choose how the proceeds are to be paid. If
you have not made a choice before the Insured dies, the  beneficiary  may choose
how the  proceeds  are paid.  The  Death  Benefit  Proceeds  will be paid to the
beneficiary. See "Selecting and Changing the Beneficiary."

Amount of Death Benefit Proceeds
   
The Death Benefit Proceeds are equal to the sum of the Death Benefit in force as
of the end of the Valuation  Period  during which death  occurs,  plus any rider
benefits, minus any outstanding loan and loan interest on that date. If the date
of death occurs during a grace  period,  the Death Benefit will still be payable
to the  beneficiary,  although  the  amount  will be equal to the Death  Benefit
immediately  prior to the start of the grace period,  plus any benefits provided
by rider,  and less any  outstanding  loan and loan interest and overdue Monthly
Deductions and mortality and expense risk charges as of the date of death. Under
certain circumstances,  the amount of the Death Benefit may be further adjusted.
See  "Limits on Rights to Contest  the  Policy"  and  "Changes  in the Policy or
Benefits."

If part or all of the Death  Benefit  Proceeds is paid in one sum,  AUL will pay
interest on this sum if required  by  applicable  state law from the date of the
Insured's death to the date of payment.
    
Death Benefit Options

The Owner may choose one of two Death Benefit options. Under Option 1, the Death
Benefit  is the  greater of the Face  Amount or the  Applicable  Percentage  (as
described  below) of Account  Value on the date of the  Insured's  death.  Under
Option 2, the Death  Benefit is the  greater of the Face Amount plus the Account
Value on the date of death, or the Applicable Percentage of the Account Value on
the date of the Insured's death.

If  investment  performance  is  favorable,  the amount of the Death Benefit may
increase.  However, under Option 1, the Death Benefit ordinarily will not change
for several years to reflect any favorable  investment  performance  and may not
change at all.  Under Option 2, the Death  Benefit will vary  directly  with the
investment  performance  of the Account  Value.  To see how and when  investment
performance may begin to affect the Death Benefit, see "Illustrations of Account
Values, Cash Values, Death Benefits and Accumulated Premium Payments."
<PAGE>

<TABLE>
<S>             <C>            <C>           <C>           <C>            <C>             <C>            <C>     

                     Applicable Percentages of Account Value
Attained Age    Percentage     Attained Age   Percentage    Attained Age   Percentage     Attained Age   Percentage
     0-40             250%          50             185%          60              130%          70              115%
      41             243            51            178            61             128            71             113
      42             236            52            171            62             126            72             111
      43             229            53            164            63             124            73             109
      44             222            54            157            64             122            74             107
      45             215            55            150            65             120           75-90           105
      46             209            56            146            66             119            91             104
      47             203            57            142            67             118            92             103
      48             197            58            138            68             117            93             102
      49             191            59            134            69             116            94             101
                                                                                               95+            100
</TABLE>

Initial Face Amount and Death Benefit Option

The initial Face Amount is set at the time the Policy is issued.  You may change
the Face  Amount from time to time,  as  discussed  below.  You select the Death
Benefit  option  when you apply for the  Policy.  You also may  change the Death
Benefit option,  as discussed below. We reserve the right,  however,  to decline
any change which might disqualify the Policy as life insurance under federal tax
law.

Changes in Death Benefit Option

Beginning one year after the Contract  Date, as long as the Policy is not in the
grace period,  you may change the Death Benefit option on your Policy subject to
the  following  rules.  If you request a change from Death  Benefit  Option 2 to
Death  Benefit  Option 1, the Face Amount will be increased by the amount of the
Account  Value  on the date of  change.  The  change  will be  effective  on the
Monthiversary following our receipt of Proper Notice.

If you request a change from Death Benefit  Option 1 to Death Benefit  Option 2,
the Face Amount will be decreased by the amount of the Account Value on the date
of change. We may require satisfactory evidence of insurability. The change will
be effective on the Monthiversary  following our approval of the change. We will
not permit a change which would decrease the Face Amount below $50,000.

Changes in Face Amount

Beginning one year after the Contract  Date, as long as the Policy is not in the
grace  period,  you may request a change in the Face Amount.  If a change in the
Face  Amount  would  result  in  total   premiums  paid  exceeding  the  premium
limitations  prescribed  under  current tax law to qualify your Policy as a life
insurance contract, AUL will refund, after the next Monthiversary, the amount of
such excess above the premium limitations.  Changes in Face Amount may cause the
Policy to be treated as a Modified Endowment for federal tax purposes.

AUL  reserves  the right to decline a  requested  decrease in the Face Amount if
compliance with the guideline  premium  limitations  under current tax law would
result in immediate  termination  of the Policy,  payments would have to be made
from the Cash Value for compliance with the guideline premium  limitations,  and
the amount of such payments would exceed the Net Cash Value under the Policy.

The Face Amount after any decrease must be at least $50,000.  A decrease in Face
Amount will become effective on the  Monthiversary  that next follows receipt of
Proper Notice of a request.
<PAGE>
   
Decreasing  the Face  Amount of the  Policy  may have the  effect of  decreasing
monthly cost of insurance  charges.  If you have made any  increases to the Face
Amount,  the decrease will first be applied to reduce those increases,  starting
with the most recent increase.  The decrease will not cause a decrease in either
the Required Premium for the Guarantee Period or the surrender charge.
    
Any  increase  in the Face  Amount  must be at least  $5,000  (unless  otherwise
provided by rider), and an application must be submitted. AUL reserves the right
to require  satisfactory  evidence of insurability.  In addition,  the Insured's
Attained Age must be less than the current  maximum  Issue Age for the Policies,
as  determined  by AUL from time to time.  A change in planned  premiums  may be
advisable.  See "Premiums." The increase in Face Amount will become effective on
the Monthiversary on or next following our approval of the increase.

A new surrender charge and surrender charge period will apply to each portion of
the  Policy  resulting  from an  increase  in Face  Amount,  starting  with  the
effective date of the increase. See "Surrender Charge."

For purposes of calculating cost of insurance charges,  any Face Amount decrease
will be used to  reduce  any  previous  Face  Amount  increase  then in  effect,
starting with the latest  increase and  continuing in the reverse order in which
the  increases  were made. If any portion of the decrease is left after all Face
Amount  increases have been reduced,  it will be used to reduce the initial Face
Amount.

Selecting and Changing the Beneficiary
   
You select the  beneficiary  in your  application.  You may select more than one
beneficiary.  You may later change the  beneficiary in accordance with the terms
of the Policy. The primary  beneficiary,  or, if the primary  beneficiary is not
living, the contingent beneficiary,  is the person entitled to receive the Death
Benefit Proceeds under the Policy. If the Insured dies and there is no surviving
beneficiary,  the Owner (or the Owner's estate if the Owner is the Insured) will
be the  beneficiary.  If a beneficiary  is designated as  irrevocable,  then the
beneficiary's written consent must be obtained to change the beneficiary.
    
                                  CASH BENEFITS

Policy Loans

Prior to the  death of the  Insured,  you may  borrow  against  your  Policy  by
submitting  Proper  Notice to the Home  Office at any time  after the end of the
"right to  examine"  period  while the  Policy is not in the grace  period.  The
Policy is assigned to us as the sole security for the loan.  The minimum  amount
of a new loan is $500. The maximum amount of a new loan is:

         1. 90% of the Account Value; less
         2. any loan interest due on the next Policy Anniversary; less
         3. any applicable surrender charges; less
         4. any existing loans and accrued loan interest.
<PAGE>

Outstanding  loans reduce the amount available for new loans.  Policy loans will
be processed as of the date your written request is received and approved.  Loan
proceeds  generally  will be sent to you within seven  calendar  days. See "When
Proceeds Are Paid."

         Interest. AUL will charge interest on any outstanding loan at an annual
rate of 6.0%.  Interest is due and payable on each  Policy  Anniversary  while a
loan is  outstanding.  If  interest  is not paid  when  due,  the  amount of the
interest is added to the loan and becomes part of the loan.

         Loan  Collateral.  When a Policy loan is made, an amount  sufficient to
secure the loan is  transferred  out of the  Investment  Accounts  and the Fixed
Account and into the Policy's Loan Account.  Thus, a loan will have no immediate
effect on the Account Value, but the Net Cash Value will be reduced  immediately
by the  amount  transferred  to the Loan  Account.  The  Owner can  specify  the
Investment Accounts from which collateral will be transferred.  If no allocation
is specified,  collateral will be transferred  from each Investment  Account and
from the Fixed  Account in the same  proportion  that the Account  Value in each
Investment  Account and the Fixed  Account  bears to the total  Account Value in
those accounts on the date that the loan is made.  Due and unpaid  interest will
be transferred  each Policy  Anniversary  from each  Investment  Account and the
Fixed Account to the Loan Account in the same  proportion  that each  Investment
Account value and the Fixed Account bears to the total  unloaned  Account Value.
The amount we transfer  will be the amount by which the interest due exceeds the
interest which has been credited on the Loan Account.
   
The Loan Account will be credited  with  interest  daily at an effective  annual
rate of not less than 4.0%.  Thus,  the  maximum  net cost of a loan is 2.0% per
year  (the net cost of a loan is the  difference  between  the rate of  interest
charged on indebtedness and the amount credited to the Loan Account).  Beginning
in the eleventh  Policy Year,  the amount in the Loan Account  securing the loan
will be  credited  with  interest at an  effective  annual rate in excess of the
minimum  guaranteed rate  (currently,  5.0%).  Thus, the current net cost of the
loan is 1.0% per year. Any interest credited in excess of the minimum guaranteed
rate is not guaranteed.
<PAGE>

         Loan Repayment; Effect if Not Repaid. You may repay all or part of your
loan at any time while the  Insured  is living and the Policy is in force.  Loan
repayments  must be sent to the Home  Office and will be credited as of the date
received. A loan repayment must be clearly marked as "loan repayment" or it will
be credited as a premium,  unless the premium  would cause the Policy to fail to
meet the federal tax definition of a life insurance  contract in accordance with
the Internal Revenue Code. Loan  repayments,  unlike premium  payments,  are not
subject to premium expense charges. When a loan repayment is made, Account Value
in the Loan Account in an amount equivalent to the repayment is transferred from
the Loan Account to the Investment Accounts and the Fixed Account.  Thus, a loan
repayment will have no immediate  effect on the Account Value,  but the Net Cash
Value will be increased  immediately by the amount of the loan  repayment.  Loan
repayment  amounts will be transferred to the Investment  Accounts and the Fixed
Account according to the premium allocation instructions in effect at that time.
    
If  the  Death  Benefit  becomes  payable  while  a  loan  is  outstanding,  any
outstanding  loan and loan  interest will be deducted in  calculating  the Death
Benefit Proceeds. See "Amount of Death Benefit Proceeds."
   
If the Monthly Deduction  exceeds the Net Cash Value on any  Monthiversary  when
the Guarantee Period is not in force, the Policy will be in default. You will be
sent notice of the default.  You will have a grace  period  within which you may
submit a sufficient  payment to avoid  termination of coverage under the Policy.
The notice will  specify the amount that must be repaid to prevent  termination.
See "Premium Payments to Prevent Lapse."
    
         Effect of Policy  Loan.  A loan,  whether  or not  repaid,  will have a
permanent  effect on the Death Benefit and Policy values  because the investment
results of the Investment  Accounts of the Separate Account and current interest
rates  credited  on Account  Value in the Fixed  Account  will apply only to the
non-loaned portion of the Account Value. The longer the loan is outstanding, the
greater the effect is likely to be.  Depending on the investment  results of the
Investment Accounts while the loan is outstanding, the effect could be favorable
or unfavorable.  Policy loans may increase the potential for lapse if investment
results of the Investment Accounts are less than anticipated. Also, loans could,
particularly  if not repaid,  make it more likely than otherwise for a Policy to
terminate.  See "Tax  Considerations"  for a discussion  of the tax treatment of
Policy  loans,  and the adverse tax  consequences  if a Policy lapses with loans
outstanding. In particular, if your Policy is a Modified Endowment, loans may be
currently taxable and subject to a 10% penalty tax.

Surrendering the Policy for Net Cash Value

You may  surrender  your Policy at any time for its Net Cash Value by submitting
Proper Notice to us. AUL may require  return of the Policy.  A surrender  charge
may apply. See "Surrender  Charge." A surrender  request will be processed as of
the date your written request and all required  documents are received.  Payment
will generally be made within seven calendar days. See "When Proceeds are Paid."
The Net Cash  Value  may be taken  in one  lump  sum or it may be  applied  to a
settlement option. See "Settlement Options." The Policy will terminate and cease
to be in force if it is surrendered  for one lump sum or applied to a settlement
option.  It  cannot  later  be  reinstated.  Surrenders  may  have  adverse  tax
consequences. See "Tax Considerations."

Partial Surrenders

You may make Partial  Surrenders  under your Policy of at least $500 at any time
after the end of the "right to examine"  period by  submitting  Proper Notice to
us. As of the date AUL  receives  Proper  Notice  for a Partial  Surrender,  the
Account  Value and,  therefore,  the Cash  Value will be reduced by the  Partial
Surrender.
<PAGE>
   
When you request a Partial  Surrender,  you can direct how the Partial Surrender
will be deducted from the Investment Accounts. If you provide no directions, the
Partial  Surrender  will be deducted from your Account  Value in the  Investment
Accounts  and Fixed  Account on a prorata  basis.  Partial  Surrenders  may have
adverse tax consequences. See "Tax Considerations."
    
If Death  Benefit  Option 1 is in effect,  AUL will reduce the Face Amount by an
amount  equal to the  Partial  Surrender.  AUL will  reject a Partial  Surrender
request if the Partial Surrender would reduce the Face Amount below $50,000,  or
if the  Partial  Surrender  would  cause the Policy to fail to qualify as a life
insurance contract under applicable tax laws, as interpreted by AUL.

Partial Surrender requests will be processed as of the date your written request
is received,  and generally  will be paid within seven  calendar days. See "When
Proceeds Are Paid."

Settlement Options
   
At the time of  surrender  or  death,  the  Policy  offers  various  options  of
receiving  proceeds  payable  under the  Policy.  These  settlement  options are
summarized  below.  All of these  options are forms of  fixed-benefit  annuities
which do not vary with the  investment  performance of a separate  account.  Any
representative  authorized to sell this Policy can further explain these options
upon request.
    
You may apply  proceeds of $2,000 or more which are payable under this Policy to
any of the following options:

         Option 1 - Income for a Fixed  Period.  Proceeds  are  payable in equal
monthly installments for a specified number of years, not to exceed 20.

         Option  2  -  Life   Annuity.   Proceeds  are  paid  in  equal  monthly
installments  for as long as the  payee  lives.  A  number  of  payments  can be
guaranteed,  such as 120,  or the  number of  payments  required  to refund  the
proceeds applied.

         Option  3 -  Survivorship   Annuity.   Proceeds  are  paid  in  monthly
installments  for as long as either the first payee or surviving  payee lives. A
number of payments equal to the initial payment can be guaranteed,  such as 120.
A different monthly installment payable to the surviving payee can be specified.
Any other  method or  frequency  of  payment  we agree to may be used to pay the
proceeds of this Policy.
   
Policy proceeds  payable in one sum will accumulate at interest from the date of
death or surrender  to the payment date at the rate of interest  then paid by us
or at the  rate  specified  by  statute,  whichever  is  greater.  Based  on the
settlement  option selected,  we will determine the amount payable.  The minimum
interest rate used in computing payments under all options will be 3% per year.
    
<PAGE>

You may  select  or  change an  option  by  giving  Proper  Notice  prior to the
settlement date. If no option is in effect on the settlement date, the payee may
select an option.  If this Policy is assigned or if the payee is a  corporation,
association,  partnership,  trustee  or  estate,  a  settlement  option  will be
available only with our consent.
   
If a payee  dies  while a  settlement  option  is in  effect,  and  there  is no
surviving  payee,  we will pay a single sum to such  payee's  estate.  The final
payment will be the commuted value of any remaining guaranteed payments.
    
Settlement  option  payments  will be exempt from the claims of creditors to the
maximum extent permitted by law.

         Minimum Amounts.  AUL reserves the right to pay the total amount of the
Policy in one lump sum, if less than $2,000.  If monthly  payments are less than
$100, payments may be made less frequently at AUL's option.

The  proceeds of this  Policy may be paid in any other  method or  frequency  of
payment acceptable to us.

Specialized Uses of the Policy

Because the Policy provides for an accumulation of Cash Value as well as a Death
Benefit,  the Policy can be used for various  individual and business  financial
planning  purposes.  Purchasing  the  Policy in part for such  purposes  entails
certain risks. For example, if the investment performance of Investment Accounts
to which  Variable  Account  value is  allocated  is poorer than  expected or if
sufficient  premiums  are not paid,  the Policy may lapse or may not  accumulate
sufficient  Variable  Account value to fund the purpose for which the Policy was
purchased.  Partial Surrenders and Policy loans may significantly affect current
and future Account Value, Net Cash Value, or Death Benefit  Proceeds.  Depending
upon Investment Account investment  performance and the amount of a Policy loan,
the loan may cause a Policy to lapse.  Because the Policy is designed to provide
benefits on a long-term  basis,  before  purchasing  a Policy for a  specialized
purpose a purchaser  should consider  whether the long-term nature of the Policy
is consistent with the purpose for which it is being considered.  Using a Policy
for a specialized purpose may have tax consequences. See "Tax Considerations."
<PAGE>

Life Insurance Retirement Plans

Any  Owners or  applicants  who wish to  consider  using the Policy as a funding
vehicle  for   (non-qualified)   retirement   purposes  may  obtain   additional
information  from us. An Owner could pay premiums under a Policy for a number of
years, and upon retirement, could utilize a Policy's loan and partial withdrawal
features to access  Account Value as a source of retirement  income for a period
of  time.  This  use of a  Policy  does  not  alter  an  Owner's  rights  or our
obligations  under a Policy;  the Policy would remain a life insurance  contract
that, so long as it remains in force,  provides for a Death Benefit payable when
the Insured dies.

Illustrations are available upon request that portray how the Policy can be used
as a funding mechanism for (non-qualified)  retirement plans, referred to herein
as "life insurance  retirement plans," for individuals.  Illustrations  provided
upon request  show the effect on Account  Value,  Cash Value,  and the net Death
Benefit of premiums paid under a Policy and partial  withdrawals and loans taken
for  retirement  income;  or  reflecting  allocation  of premiums  to  specified
Investment Accounts. This information will be portrayed at hypothetical rates of
return  that are  requested.  Charts and graphs  presenting  the  results of the
illustrations  or a comparison of retirement  strategies  will also be furnished
upon request.  Any graphic  presentations and retirement strategy charts must be
accompanied by a corresponding  illustration;  illustrations must always include
or be accompanied by comparable  information that is based on guaranteed cost of
insurance  rates and that  presents a  hypothetical  gross rate of return of 0%.
Retirement illustrations will not be furnished with a hypothetical gross rate of
return in excess of 12%.
   
The  hypothetical  rates of return in illustrations  are  illustrative  only and
should  not be  interpreted  as a  representation  of past or future  investment
results.  Policy  values  and  benefits  shown  in the  illustrations  would  be
different if the gross annual investment rates of return were different from the
hypothetical  rates  portrayed,  if premiums were not paid when due, and whether
loan interest was paid when due. Withdrawals or loans may have an adverse effect
on Policy benefits.

Risks of Life Insurance Retirement Plans

Using your Policy as a funding vehicle for retirement  income purposes  presents
several risks,  including the risk that if your Policy is insufficiently  funded
in relation to the income  stream  expected  from your  Policy,  your Policy can
lapse  prematurely and result in significant  income tax liability to you in the
year in which the lapse occurs.  Other risks associated with borrowing from your
Policy  also  apply.  Loans will be  automatically  repaid  from the gross Death
Benefit at the death of the Insured,  resulting in the estimated  payment to the
beneficiary  of the net Death  Benefit,  which will be less than the gross Death
Benefit and may be less than the Face Amount.  Upon surrender,  the loan will be
automatically  repaid,  resulting  in the  payment to you of the Net Cash Value.
Similarly,  upon lapse,  the loan will be automatically  repaid,  and the Policy
will terminate  without value.  Upon surrender,  the loan will be  automatically
repaid.  The automatic  repayment of the loan upon lapse or surrender will cause
the  recognition  of taxable  income to the extent  that Net Cash Value plus the
amount of the repaid loan exceeds your basis in the Policy.  Thus, under certain
circumstances,  surrender or lapse of your Policy could result in tax  liability
to you. In addition, to reinstate a lapsed Policy, you would be required to make
certain  payments.  Thus,  you should be  careful  to  fashion a life  insurance
retirement  plan so that your Policy will not lapse  prematurely  under  various
market scenarios as a result of withdrawals and loans taken from your Policy.
    
<PAGE>

To avoid lapse of your Policy,  it is important to fashion a payment stream that
does not leave your Policy with  insufficient Net Cash Value.  Determinations as
to the amount to  withdraw or borrow each year  warrant  careful  consideration.
Careful  consideration  should also be given to any  assumptions  respecting the
hypothetical  rate of return,  to the duration of withdrawals and loans,  and to
the amount of Account Value that should remain in your Policy upon its maturity.
Poor  investment  performance  can  contribute  to the risk that your Policy may
lapse. In addition,  the cost of insurance  generally  increases with the age of
the Insured,  which can further erode  existing Net Cash Value and contribute to
the risk of lapse.

Further,  interest  on a  Policy  loan is due to us for any  Policy  Year on the
Policy  Anniversary.  If this  interest is not paid when due, it is added to the
amount of the  outstanding  loans and loan  interest,  and  interest  will begin
accruing thereon from that date. This can have a compounding  effect, and to the
extent that the outstanding  loan balance exceeds your basis in the Policy,  the
amounts  attributable  to interest due on the loans can add to your federal (and
possibly state) income tax liability.

You should  consult  with your  financial  and tax  advisers in designing a life
insurance  retirement  plan that is suitable.  Further,  you should  continue to
monitor  the Net Cash Value  remaining  in a Policy to assure that the Policy is
sufficiently funded to continue to support the desired income stream and so that
it will not lapse. In this regard,  you should consult your periodic  statements
to determine the amount of the remaining Net Cash Value.  Illustrations  showing
the effect of charges under the Policy upon existing Account Value or the effect
of future withdrawals or loans upon the Policy's Account Value and Death Benefit
are  available  from  your   representative.   Consideration   should  be  given
periodically  to whether the Policy is  sufficiently  funded so that it will not
lapse prematurely.

Because of the potential risks  associated with borrowing from a Policy,  use of
the  Policy  in  connection  with a life  insurance  retirement  plan may not be
suitable  for all Owners.  These risks  should be  carefully  considered  before
borrowing from the Policy to provide an income stream.

          ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS
                        AND ACCUMULATED PREMIUM PAYMENTS
   
The following tables have been prepared to illustrate hypothetically how certain
values under a Policy change with investment performance over an extended period
of time.  The  tables  illustrate  how  Account  Values,  Cash  Values and Death
Benefits  under a Policy  covering  an Insured of a given age on the Policy Date
would vary over time if planned  premium  payments  were paid  annually  and the
return on the assets in each of the Funds were an assumed  uniform  gross annual
rate of 0%, 6% and 12%. The values  would be  different  from those shown if the
returns  averaged  0%, 6% or 12% but  fluctuated  over and under those  averages
throughout the years shown. The tables also show planned premiums accumulated at
5% interest compounded annually. The hypothetical investment rates of return are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of return.  The tables  may be deemed to be  "forward  looking
statements," and are based on certain assumptions.  Actual performance under the
Policy may differ  materially from performance  described in the tables.  Actual
rates  of  return  for a  particular  Policy  may  be  more  or  less  than  the
hypothetical  investment rates of return and will depend on a number of factors,
including  the  investment  allocations  made by an Owner.  These  illustrations
assume that Net Premiums are allocated equally among the 16 Investment  Accounts
available  under the  Policy,  and that no amounts  are  allocated  to the Fixed
Account. These illustrations also assume that no Policy loans have been made and
that the premium is paid at the  beginning of each Policy Year.  Values would be
different if the  premiums  are paid with a different  frequency or in different
amounts.
<PAGE>

The illustrations  reflect the fact that the net investment return on the assets
held in the  Investment  Accounts is lower than the gross return of the selected
Portfolios.  The tables assume an average annual expense ratio of  approximately
0.76% of the  average  daily net assets of the  Portfolios  available  under the
Policies.  This average  annual  expense ratio is based on the expense ratios of
each of the Portfolios for the last fiscal year, adjusted,  as appropriate,  for
any  material  changes in expenses  effective  for the current  fiscal year of a
Portfolio. For information on the Portfolios' expenses, see the prospectuses for
the Funds and Portfolios.

The illustrations  also reflect the deduction of the premium expense charge, the
Monthly  Deduction  and the  mortality  and  expense  risk  charge.  AUL has the
contractual right to charge the guaranteed maximum charges.  The current charges
and,   alternatively,   the   guaranteed   charges  are  reflected  in  separate
illustrations on each of the following pages. All the illustrations  reflect the
fact that no tax charges  other than the premium tax charge are  currently  made
against the  Separate  Account and assume no  indebtedness  or charges for rider
benefits.

The illustrations are based on AUL's sex distinct rates. Upon request,  an Owner
will be  furnished  with a  comparable  illustration  based  upon  the  proposed
Insured's  individual  circumstances.  Such  illustrations  may assume different
hypothetical rates of return than those illustrated in the following tables, and
also may reflect allocation of premiums to specified Investment  Accounts.  Such
illustrations  will  reflect  the  expenses  of the  Portfolios  in  which  such
Investment  Accounts  invest.  We may make a  reasonable  charge to provide such
illustrations.



<PAGE>
                     AMERICAN UNITED LIFE INSURANCE COMPANY

                           FLEXIBLE PREMIUM ADJUSTABLE

                             VARIABLE LIFE INSURANCE
<TABLE>
<S>                       <C>                                       <C>        <C>                      <C>                    

MALE ISSUE AGE:  40                                                             $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                     DEATH BENEFIT OPTION 1


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR    0% Gross 6% Gross 12% Gross           0% Gross 6% Gross  12% Gross         0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------

     1            6,300     500,000  500,000    500,000            4,259    4,553      4,848                0         0        0  
     2           12,915     500,000  500,000    500,000            8,701    9,565     10,467            3,536     4,400    5,302  
     3           19,861     500,000  500,000    500,000           13,025   14,749     16,619            7,860     9,584   11,454  
     4           27,154     500,000  500,000    500,000           17,227   20,108     23,356           12,062    14,943   18,191  
     5           34,811     500,000  500,000    500,000           21,304   25,646     30,739           16,139    20,481   25,574  
     6           42,852     500,000  500,000    500,000           25,250   31,363     38,828           20,602    26,715   34,179  
     7           51,295     500,000  500,000    500,000           29,063   37,266     47,696           24,931    33,134   43,564  
     8           60,159     500,000  500,000    500,000           32,741   43,359     57,425           29,126    39,744   53,810  
     9           69,467     500,000  500,000    500,000           36,279   49,647     68,105           33,180    46,548   65,006  
    10           79,241     500,000  500,000    500,000           39,672   56,133     79,833           37,089    53,550   77,251  
    11           89,503     500,000  500,000    500,000           43,248   63,260     93,315           41,182    61,194   91,249  
    12          100,278     500,000  500,000    500,000           46,668   70,640    108,207           45,119    69,091  106,657  
    13          111,592     500,000  500,000    500,000           49,917   78,273    124,661           48,884    77,240  123,628  
    14          123,471     500,000  500,000    500,000           52,977   86,155    142,851           52,460    85,638  142,334  
    15          135,945     500,000  500,000    500,000           55,832   94,290    162,974           55,832    94,290  162,974  
    16          149,042     500,000  500,000    500,000           58,466  102,682    185,256           58,466   102,682  185,256  
    17          162,794     500,000  500,000    500,000           60,867  111,336    209,959           60,867   111,336  209,959  
    18          177,234     500,000  500,000    500,000           63,026  120,267    237,383           63,026   120,267  237,383  
    19          192,396     500,000  500,000    500,000           64,924  129,480    267,864           64,924   129,480  267,864  
    20          208,316     500,000  500,000    500,000           66,534  138,976    301,784           66,534   138,976  301,784  
    21          225,031     500,000  500,000    500,000           67,828  148,759    339,584           67,828   148,759  339,584  
    22          242,583     500,000  500,000    500,000           68,775  158,833    381,774           68,775   158,833  381,774  
    23          261,012     500,000  500,000    540,271           69,327  169,191    428,786           69,327   169,191  428,786  
    24          280,363     500,000  500,000    596,205           69,432  179,831    480,811           69,432   179,831  480,811  
    25          300,681     500,000  500,000    656,808           69,047  190,758    538,368           69,047   190,758  538,368  
    26          322,015     500,000  500,000    722,471           68,125  201,986    602,059           68,125   201,986  602,059  
    27          344,415     500,000  500,000    800,228           66,622  213,536    672,461           66,622   213,536  672,461  
    28          367,936     500,000  500,000    885,327           64,497  225,437    750,277           64,497   225,437  750,277  
    29          392,633     500,000  500,000    978,457           61,689  237,717    836,288           61,689   237,717  836,288  
    30          418,565     500,000  500,000  1,080,367           58,115  250,400    931,351           58,115   250,400  931,351  
                                                                                                                                
</TABLE>

(1)  Assumes that no Policy loans have been made.

(2)  Values  reflect  applicable  premium  expenses  charges,  current  cost  of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $5.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy  Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the premiums are paid with a
     different frequency or in different amounts.
<PAGE>

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.50%,  4.46%,  and
     10.42% respectively,  during the first ten Policy Years, and -1.01%, 4.98%,
     and 10.96% respectively thereafter.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN  BE  MADE  BY  THE  COMPANY  OR THE  PORTFOLIOS  THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<S>                       <C>                                     <C>                  <C>


MALE ISSUE AGE:  40                                                                     $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                             DEATH BENEFIT OPTION 1


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR       0% Gross 6% Gross 12% Gross         0% Gross 6% Gross 12% Gross        0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------

     1            6,300      500,000    500,000  500,000            4,032    4,319     4,607              0          0        0  
     2           12,915      500,000    500,000  500,000            8,164    8,998     9,867          2,999      3,833    4,702  
     3           19,861      500,000    500,000  500,000           12,153   13,803    15,593          6,988      8,638   10,428  
     4           27,154      500,000    500,000  500,000           15,992   18,733    21,827         10,827     13,568   16,662  
     5           34,811      500,000    500,000  500,000           19,676   23,786    28,616         14,511     18,621   23,451  
     6           42,852      500,000    500,000  500,000           23,193   28,955    36,009         18,544     24,307   31,360  
     7           51,295      500,000    500,000  500,000           26,538   34,241    44,064         22,406     30,109   39,932  
     8           60,159      500,000    500,000  500,000           29,706   39,641    52,850         26,091     36,026   49,235  
     9           69,467      500,000    500,000  500,000           32,687   45,151    62,438         29,588     42,052   59,339  
    10           79,241      500,000    500,000  500,000           35,470   50,767    72,907         32,888     48,184   70,324  
    11           89,503      500,000    500,000  500,000           38,354   56,889    84,899         36,288     54,823   82,833  
    12          100,278      500,000    500,000  500,000           41,010   63,138    98,073         39,461     61,589   96,523  
    13          111,592      500,000    500,000  500,000           43,410   69,497   112,549         42,377     68,464  111,516  
    14          123,471      500,000    500,000  500,000           45,521   75,942   128,464         45,004     75,426  127,947  
    15          135,945      500,000    500,000  500,000           47,315   82,459   145,980         47,315     82,459  145,980  
    16          149,042      500,000    500,000  500,000           48,761   89,025   165,283         48,761     89,025  165,283  
    17          162,794      500,000    500,000  500,000           49,830   95,626   186,593         49,830     95,626  186,593  
    18          177,234      500,000    500,000  500,000           50,501  102,254   210,173         50,501    102,254  210,173  
    19          192,396      500,000    500,000  500,000           50,733  108,883   236,311         50,733    108,883  236,311  
    20          208,316      500,000    500,000  500,000           50,470  115,480   265,342         50,470    115,480  265,342  
    21          225,031      500,000    500,000  500,000           49,655  122,005   297,663         49,655    122,005  297,663  
    22          242,583      500,000    500,000  500,000           48,220  128,418   333,739         48,220    128,418  333,739  
    23          261,012      500,000    500,000  500,000           46,065  134,651   374,117         46,065    134,651  374,117  
    24          280,363      500,000    500,000  520,052           43,084  140,635   419,397         43,084    140,635  419,397  
    25          300,681      500,000    500,000  572,875           39,167  146,300   469,569         39,167    146,300  469,569  
    26          322,015      500,000    500,000  629,974           34,203  151,581   524,978         34,203    151,581  524,978  
    27          344,415      500,000    500,000  697,407           28,073  156,409   586,057         28,073    156,409  586,057  
    28          367,936      500,000    500,000  770,985           20,651  160,714   653,377         20,651    160,714  653,377  
    29          392,633      500,000    500,000  851,258           11,770  164,401   727,571         11,770    164,401  727,571  
    30          418,565      500,000    500,000  938,821            1,205  167,339   809,328          1,205    167,339  809,328  
 
</TABLE>


(1)  Assumes that no Policy loans have been made.

(2)  Values reflect  applicable  premium  expenses  charges,  guaranteed cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $10.00 per month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the first ten  Policy  Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the premiums are paid with a
     different frequency or in different amounts.
<PAGE>

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.50%,  4.46%,  and
     10.42% respectively,  during the first ten Policy Years, and -1.01%, 4.98%,
     and 10.96% respectively thereafter.


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN  BE  MADE  BY  THE  COMPANY  OR THE  PORTFOLIOS  THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


<PAGE>



                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


<TABLE>
<S>                        <C>                                    <C>                 <C>           <C>


MALE ISSUE AGE:  40                                                                     $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                             DEATH BENEFIT OPTION 2


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR       0% Gross 6% Gross   12% Gross       0% Gross 6% Gross  12% Gross      0% Gross 6% Gross   12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------

     1            6,300        504,249   504,543     504,838        4,249     4,543     4,838            0          0           0
     2           12,915        508,673   509,534     510,432        8,673     9,534    10,432        3,508      4,369       5,267 
     3           19,861        512,967   514,684     516,543       12,967    14,684    16,543        7,802      9,519      11,378 
     4           27,154        517,129   519,992     523,218       17,129    19,992    23,218       11,964     14,827      18,053 
     5           34,811        521,154   525,460     530,509       21,154    25,460    30,509       15,989     20,295      25,344 
     6           42,852        525,034   531,085     538,470       25,034    31,085    38,470       20,386     26,436      33,822 
     7           51,295        528,767   536,868     547,165       28,767    36,868    47,165       24,635     32,736      43,033 
     8           60,159        532,349   542,812     556,665       32,349    42,812    56,665       28,734     39,196      53,050 
     9           69,467        535,774   548,913     567,045       35,774    48,913    67,045       32,675     45,814      63,946 
    10           79,241        539,035   555,171     578,386       39,035    55,171    78,386       36,453     52,588      75,803 
    11           89,503        542,455   562,014     591,362       42,455    62,014    91,362       40,389     59,948      89,296 
    12          100,278        545,693   569,047     605,605       45,693    69,047   105,605       44,144     67,497     104,055 
    13          111,592        548,732   576,257     621,232       48,732    76,257   121,232       47,699     75,224     120,199 
    14          123,471        551,549   583,628     638,368       51,549    83,628   138,368       51,032     83,112     137,851 
    15          135,945        554,125   591,148     657,158       54,125    91,148   157,158       54,125     91,148     157,158 
    16          149,042        556,441   598,800     677,758       56,441    98,800   177,758       56,441     98,800     177,758 
    17          162,794        558,481   606,572     700,348       58,481   106,572   200,348       58,481    106,572     200,348 
    18          177,234        560,235   614,457     725,133       60,235   114,457   225,133       60,235    114,457     225,133 
    19          192,396        561,679   622,432     752,324       61,679   122,432   252,324       61,679    122,432     252,324 
    20          208,316        562,781   630,467     782,148       62,781   130,467   282,148       62,781    130,467     282,148 
    21          225,031        563,510   638,528     814,858       63,510   138,528   314,858       63,510    138,528     314,858 
    22          242,583        563,831   646,577     850,727       63,831   146,577   350,727       63,831    146,577     350,727 
    23          261,012        563,688   654,550     890,039       63,688   154,550   390,039       63,688    154,550     390,039 
    24          280,363        563,028   662,386     933,109       63,028   162,386   433,109       63,028    162,386     433,109 
    25          300,681        561,803   670,021     980,293       61,803   170,021   480,293       61,803    170,021     480,293 
    26          322,015        559,968   677,394   1,031,989       59,968   177,394   531,989       59,968    177,394     531,989 
    27          344,415        557,484   684,445   1,088,643       57,484   184,445   588,643       57,484    184,445     588,643 
    28          367,936        554,316   691,114   1,150,754       54,316   191,114   650,754       54,316    191,114     650,754 
    29          392,633        550,415   697,326   1,218,861       50,415   197,326   718,861       50,415    197,326     718,861 
    30          418,565        545,708   702,975   1,293,536       45,708   202,975   793,536       45,708    202,975     793,536 
                                                                                                                                  

</TABLE>


(1)  Assumes that no Policy loans have been made.

(2)  Values  reflect  applicable  premium  expenses  charges,  current  cost  of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $5.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy  Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the premiums are paid with a
     different frequency or in different amounts.
<PAGE>

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.50%,  4.46%,  and
     10.42% respectively,  during the first ten Policy Years, and -1.01%, 4.98%,
     and 10.96% respectively thereafter.


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN  BE  MADE  BY  THE  COMPANY  OR THE  PORTFOLIOS  THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


<TABLE>
<S>                       <C>                                             <C>                            <C>


MALE ISSUE AGE:  40                                                             $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                     DEATH BENEFIT OPTION 2


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR     0% Gross 6% Gross   12% Gross          0% Gross 6% Gross   12% Gross      0% Gross  6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------

     1          6,300       504,021   504,307     504,594            4,021     4,307       4,594            0          0        0  
     2         12,915       508,130   508,960     509,826            8,130     8,960       9,826        2,965      3,795    4,661  
     3         19,861       512,084   513,723     515,502           12,084    13,723      15,502        6,919      8,558   10,337  
     4         27,154       515,874   518,592     521,659           15,874    18,592      21,659       10,709     13,427   16,494  
     5         34,811       519,494   523,560     528,337           19,494    23,560      28,337       14,329     18,395   23,172  
     6         42,852       522,931   528,616     535,573           22,931    28,616      35,573       18,282     23,968   30,924  
     7         51,295       526,177   533,755     543,415           26,177    33,755      43,415       22,045     29,623   39,283  
     8         60,159       529,227   538,970     551,916           29,227    38,970      51,916       25,611     35,354   48,301  
     9         69,467       532,067   544,248     561,129           32,067    44,248      61,129       28,968     41,149   58,030  
    10         79,241       534,686   549,578     571,112           34,686    49,578      71,112       32,104     46,995   68,529  
    11         89,503       537,375   555,342     582,465           37,375    55,342      82,465       35,309     53,276   80,399  
    12        100,278       539,803   561,153     594,816           39,803    61,153      94,816       38,253     59,604   93,266  
    13        111,592       541,938   566,977     608,235           41,938    66,977     108,235       40,905     65,944  107,202  
    14        123,471       543,745   572,773     622,798           43,745    72,773     122,798       43,229     72,256  122,282  
    15        135,945       545,191   578,504     638,594           45,191    78,504     138,594       45,191     78,504  138,594  
    16        149,042       546,241   584,126     655,716           46,241    84,126     155,716       46,241     84,126  155,716  
    17        162,794       546,863   589,597     674,271           46,863    89,597     174,271       46,863     89,597  174,271  
    18        177,234       547,038   594,886     694,391           47,038    94,886     194,391       47,038     94,886  194,391  
    19        192,396       546,720   599,931     716,194           46,720    99,931     216,194       46,720     99,931  216,194  
    20        208,316       545,854   604,658     739,802           45,854   104,658     239,802       45,854    104,658  239,802  
    21        225,031       544,382   608,986     765,344           44,382   108,986     265,344       44,382    108,986  265,344  
    22        242,583       542,240   612,822     792,958           42,240   112,822     292,958       42,240    112,822  292,958  
    23        261,012       539,331   616,035     822,761           39,331   116,035     322,761       39,331    116,035  322,761  
    24        280,363       535,559   618,486     854,881           35,559   118,486     354,881       35,559    118,486  354,881  
    25        300,681       530,833   620,035     889,467           30,833   120,035     389,467       30,833    120,035  389,467  
    26        322,015       525,067   620,540     926,689           25,067   120,540     426,689       25,067    120,540  426,689  
    27        344,415       518,185   619,856     966,741           18,185   119,856     466,741       18,185    119,856  466,741  
    28        367,936       510,112   617,837   1,009,844           10,112   117,837     509,844       10,112    117,837  509,844  
    29        392,633       500,751   614,304   1,056,216              751   114,304     556,216          751    114,304  556,216  
    30        418,565             0   609,029   1,106,057                0   109,029     606,057            0    109,029  606,057  
                                                                                                                                   

</TABLE>


(1)  Assumes that no Policy loans have been made.

(2)  Values reflect  applicable  premium  expenses  charges,  guaranteed cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $10.00 per month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the first ten  Policy  Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the premiums are paid with a
     different frequency or in different amounts.
<PAGE>

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.50%,  4.46%,  and
     10.42% respectively,  during the first ten Policy Years, and -1.01%, 4.98%,
     and 10.96% respectively thereafter.


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN  BE  MADE  BY  THE  COMPANY  OR THE  PORTFOLIOS  THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE



<TABLE>
<S>                       <C>                                     <C>    <C>                       <C>    

MALE ISSUE AGE:  55                                                             $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                     DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT        $13,000 ANNUAL PREMIUM USING CURRENT CHARGES

                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR       0% Gross  6% Gross  12% Gross      0% Gross   6% Gross   12% Gross    0% Gross  6% Gross  12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------
     1          13,650          500,000   500,000     500,000      8,824       9,450      10,078          0          0           0 
     2          27,982          500,000   500,000     500,000     17,608      19,422      21,316      6,218      8,032       9,926 
     3          43,032          500,000   500,000     500,000     26,050      29,634      33,526     14,660     18,244      22,136 
     4          58,833          500,000   500,000     500,000     34,137      40,082      46,803     22,747     28,692      35,413 
     5          75,425          500,000   500,000     500,000     41,847      50,759      61,251     30,457     39,369      49,861 
     6          92,846          500,000   500,000     500,000     49,161      61,657      76,989     38,910     51,406      66,738 
     7         111,138          500,000   500,000     500,000     56,054      72,771      94,155     46,942     63,659      85,043 
     8         130,345          500,000   500,000     500,000     62,488      84,076     112,892     54,515     76,103     104,919 
     9         150,513          500,000   500,000     500,000     68,422      95,554     133,373     61,588     88,720     126,539 
    10         171,688          500,000   500,000     500,000     73,823     107,197     155,808     68,128    101,502     150,113 
    11         193,923          500,000   500,000     500,000     79,334     119,888     181,657     74,778    115,332     177,101 
    12         217,269          500,000   500,000     500,000     84,283     132,866     210,309     80,866    129,449     206,892 
    13         241,782          500,000   500,000     500,000     88,643     146,155     242,183     86,365    143,877     239,905 
    14         267,521          500,000   500,000     500,000     92,374     159,775     277,768     91,235    158,636     276,629 
    15         294,547          500,000   500,000     500,000     95,416     173,739     317,640     95,416    173,739     317,640 
    16         322,925          500,000   500,000     500,000     97,679     188,049     362,484     97,679    188,049     362,484 
    17         352,721          500,000   500,000     500,000     99,051     202,703     413,138     99,051    202,703     413,138 
    18         384,007          500,000   500,000     522,267     99,385     217,695     470,510     99,385    217,695     470,510 
    19         416,857          500,000   500,000     582,483     98,526     233,040     534,388     98,526    233,040     534,388 
    20         451,350          500,000   500,000     647,679     96,333     248,789     605,307     96,333    248,789     605,307 
    21         487,568          500,000   500,000     718,372     92,675     265,034     684,164     92,675    265,034     684,164 
    22         525,596          500,000   500,000     809,926     87,414     281,899     771,358     87,414    281,899     771,358 
    23         565,526          500,000   500,000     911,133     80,398     299,544     867,746     80,398    299,544     867,746 
    24         607,452          500,000   500,000   1,022,977     71,439     318,152     974,264     71,439    318,152     974,264 
    25         651,475          500,000   500,000   1,146,531     60,256     337,929   1,091,934     60,256    337,929   1,091,934 
    26         697,699          500,000   500,000   1,282,945     46,359     359,078   1,221,853     46,359    359,078   1,221,853 
    27         746,234          500,000   500,000   1,433,470     29,167     381,892   1,365,209     29,167    381,892   1,365,209 
    28         797,195          500,000   500,000   1,599,455      7,953     406,766   1,523,290      7,953    406,766   1,523,290 
    29         850,705                0   500,000   1,782,362          0     434,240   1,697,488          0    434,240   1,697,488 
    30         906,890                0   500,000   1,983,785          0     465,049   1,889,320          0    465,049   1,889,320 
                                                                                                                                  
</TABLE>


(1)  Assumes that no Policy loans have been made.

(2)  Values  reflect  applicable  premium  expenses  charges,  current  cost  of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $5.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy  Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the premiums are paid with a
     different frequency or in different amounts.
<PAGE>

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.50%,  4.46%,  and
     10.42% respectively,  during the first ten Policy Years, and -1.01%, 4.98%,
     and 10.96% respectively thereafter.



THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN  BE  MADE  BY  THE  COMPANY  OR THE  PORTFOLIOS  THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


<TABLE>
<S>                       <C>                                         <C>              <C>               <C>

MALE ISSUE AGE:  55                                                                     $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                             DEATH BENEFIT OPTION 1


VARIABLE INVESTMENT        $13,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR      0% Gross   6% Gross   12% Gross    0% Gross  6% Gross    12% Gross      0% Gross 6% Gross  12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------
     1          13,650        500,000    500,000    500,000       7,695      8,285         8,878           0        0            0
     2          27,982        500,000    500,000    500,000      15,174     16,844        18,590       3,784    5,454        7,200  
     3          43,032        500,000    500,000    500,000      22,188     25,434        28,969      10,798   14,044       17,579  
     4          58,833        500,000    500,000    500,000      28,705     34,025        40,063      17,315   22,635       28,673  
     5          75,425        500,000    500,000    500,000      34,685     42,579        51,920      23,295   31,189       40,530  
     6          92,846        500,000    500,000    500,000      40,083     51,054        64,600      29,832   40,803       54,349  
     7         111,138        500,000    500,000    500,000      44,852     59,403        78,170      35,740   50,291       69,058  
     8         130,345        500,000    500,000    500,000      48,912     67,549        92,686      40,939   59,576       84,713  
     9         150,513        500,000    500,000    500,000      52,182     75,416       108,226      45,348   68,582      101,392  
    10         171,688        500,000    500,000    500,000      54,583     82,931       124,895      48,888   77,236      119,200  
    11         193,923        500,000    500,000    500,000      56,608     90,774       143,866      52,052   86,218      139,310  
    12         217,269        500,000    500,000    500,000      57,623     98,216       164,532      54,206   94,799      161,115  
    13         241,782        500,000    500,000    500,000      57,542    105,192       187,173      55,264  102,914      184,895  
    14         267,521        500,000    500,000    500,000      56,251    111,616       212,117      55,112  110,477      210,978  
    15         294,547        500,000    500,000    500,000      53,587    117,361       239,757      53,587  117,361      239,757  
    16         322,925        500,000    500,000    500,000      49,322    122,250       270,568      49,322  122,250      270,568  
    17         352,721        500,000    500,000    500,000      43,165    126,056       305,147      43,165  126,056      305,147  
    18         384,007        500,000    500,000    500,000      34,728    128,476       344,262      34,728  128,476      344,262  
    19         416,857        500,000    500,000    500,000      23,571    129,169       388,944      23,571  129,169      388,944  
    20         451,350        500,000    500,000    500,000       9,221    127,769       440,573       9,221  127,769      440,573  
    21         487,568              0    500,000    525,635           0    123,880       500,604           0  123,880      500,604  
    22         525,596              0    500,000    595,640           0    117,030       567,276           0  117,030      567,276  
    23         565,526              0    500,000    672,831           0    106,643       640,792           0  106,643      640,792  
    24         607,452              0    500,000    757,900           0     91,971       721,809           0   91,971      721,809  
    25         651,475              0    500,000    851,587           0     71,959       811,035           0   71,959      811,035  
    26         697,699              0    500,000    954,683           0     45,132       909,222           0   45,132      909,222  
    27         746,234              0    500,000  1,068,025           0      9,432     1,017,166           0    9,432    1,017,166  
    28         797,195              0          0  1,192,490           0          0     1,135,704           0        0    1,135,704  
    29         850,705              0          0  1,329,011           0          0     1,265,725           0        0    1,265,725  
    30         906,890              0          0  1,478,588           0          0     1,408,179           0        0    1,408,179  

</TABLE>                                                                     
               

(1)  Assumes that no Policy loans have been made.

(2)  Values reflect  applicable  premium  expenses  charges,  guaranteed cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $10.00 per month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the first ten  Policy  Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the premiums are paid with a
     different frequency or in different amounts.
<PAGE>

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.50%,  4.46%,  and
     10.42% respectively,  during the first ten Policy Years, and -1.01%, 4.98%,
     and 10.96% respectively thereafter.



THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN  BE  MADE  BY  THE  COMPANY  OR THE  PORTFOLIOS  THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


<TABLE>
<S>                       <C>                                       <C>                  <C>             <C> 

MALE ISSUE AGE:  55                                                                     $250,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                             DEATH BENEFIT OPTION 2


VARIABLE INVESTMENT        $12,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR     0% Gross   6% Gross  12% Gross      0% Gross  6% Gross  12% Gross      0% Gross  6% Gross   12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------

     1           12,600       259,295   259,908    260,522         9,295     9,908     10,522         3,600      4,213       4,827  
     2           25,830       268,614   270,427    272,315        18,614    20,427     22,315        12,919     14,732      16,620  
     3           39,721       277,653   281,270    285,187        27,653    31,270     35,187        21,958     25,575      29,492  
     4           54,308       286,401   292,437    299,236        36,401    42,437     49,236        30,706     36,742      43,541  
     5           69,623       294,846   303,923    314,564        44,846    53,923     64,564        39,151     48,228      58,869  
     6           85,704       302,972   315,723    331,284        52,972    65,723     81,284        47,846     60,597      76,159  
     7          102,589       310,764   327,830    349,521        60,764    77,830     99,521        56,208     73,274      94,965  
     8          120,319       318,195   340,226    369,397        68,195    90,226    119,397        64,209     86,239     115,411  
     9          138,935       325,240   352,890    391,052        75,240   102,890    141,052        71,823     99,473     137,635  
    10          158,481       331,877   365,806    414,641        81,877   115,806    164,641        79,030    112,959     161,793  
    11          179,006       338,773   379,863    441,556        88,773   129,863    191,556        86,495    127,585     189,278  
    12          200,556       345,244   394,253    471,046        95,244   144,253    221,046        93,536    142,544     219,338  
    13          223,184       351,273   408,970    503,368       101,273   158,970    253,368       100,134    157,831     252,229  
    14          246,943       356,835   424,000    538,801       106,835   174,000    288,801       106,265    173,430     288,231  
    15          271,890       361,891   439,314    577,640       111,891   189,314    327,640       111,891    189,314     327,640  
    16          298,084       366,390   454,867    620,199       116,390   204,867    370,199       116,390    204,867     370,199  
    17          325,589       370,266   470,599    666,810       120,266   220,599    416,810       120,266    220,599     416,810  
    18          354,468       373,438   486,427    717,824       123,438   236,427    467,824       123,438    236,427     467,824  
    19          384,791       375,827   502,269    773,633       125,827   252,269    523,633       125,827    252,269     523,633  
    20          416,631       377,372   518,052    834,688       127,372   268,052    584,688       127,372    268,052     584,688  
    21          450,063       378,029   533,721    901,510       128,029   283,721    651,510       128,029    283,721     651,510  
    22          485,166       377,764   549,224    974,683       127,764   299,224    724,683       127,764    299,224     724,683  
    23          522,024       376,550   564,516  1,054,867       126,550   314,516    804,867       126,550    314,516     804,867  
    24          560,725       374,354   579,543  1,142,785       124,354   329,543    892,785       124,354    329,543     892,785  
    25          601,361       371,110   594,215  1,239,204       121,110   344,215    989,204       121,110    344,215     989,204  
    26          644,030       366,668   608,345  1,344,885       116,668   358,345  1,094,885       116,668    358,345   1,094,885  
    27          688,831       360,876   621,739  1,460,669       110,876   371,739  1,210,669       110,876    371,739   1,210,669  
    28          735,873       353,570   634,175  1,587,475       103,570   384,175  1,337,475       103,570    384,175   1,337,475  
    29          785,266       344,593   645,431  1,726,328        94,593   395,431  1,476,328        94,593    395,431   1,476,328  
    30          837,129       333,825   655,305  1,878,404        83,825   405,305  1,628,404        83,825    405,305   1,628,404  

</TABLE>


(1)  Assumes that no Policy loans have been made.

(2)  Values  reflect  applicable  premium  expenses  charges,  current  cost  of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $5.00 per month  thereafter,  and a mortality  and expense  risk
     charge of 0.75% of assets  during  the first ten  Policy  Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the premiums are paid with a
     different frequency or in different amounts.
<PAGE>

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.50%,  4.46%,  and
     10.42% respectively,  during the first ten Policy Years, and -1.01%, 4.98%,
     and 10.96% respectively thereafter.



THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN  BE  MADE  BY  THE  COMPANY  OR THE  PORTFOLIOS  THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<S>                        <C>                                       <C>        <C>                      <C>


MALE ISSUE AGE:  55                                                             $250,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER                                                     DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT        $12,000 ANNUAL PREMIUM USING GUARANTEED CHARGES

                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

                                   Assuming Hypothetical              Assuming Hypothetical               Assuming Hypothetical
                PREMIUMS               Gross Annual                        Gross Annual                       Gross Annual
                 ACCUM.            Investment Return of                Investment Return of               Investment Return of
    END          AT 5%       ________________________________    ________________________________   ________________________________
    OF          INTEREST
   YEAR         PER YEAR     0% Gross  6% Gross   12% Gross       0% Gross  6% Gross   12% Gross     0% Gross 6% Gross   12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------
     1          12,600       258,720   259,315      259,911        8,720       9,315       9,911      3,025      3,620       4,216  
     2          25,830       267,340   269,076      270,887       17,340      19,076      20,887     11,645     13,381      15,192  
     3          39,721       275,610   279,046      282,771       25,610      29,046      32,771     19,915     23,351      27,076  
     4          54,308       283,510   289,206      295,633       33,510      39,206      45,633     27,815     33,511      39,938  
     5          69,623       291,018   299,536      309,542       41,018      49,536      59,542     35,323     43,841      53,847  
     6          85,704       298,106   310,010      324,574       48,106      60,010      74,574     42,981     54,884      69,448  
     7         102,589       304,746   320,598      340,808       54,746      70,598      90,808     50,190     66,042      86,252  
     8         120,319       310,894   331,252      358,314       60,894      81,252     108,314     56,907     77,265     104,328  
     9         138,935       316,503   341,921      377,170       66,503      91,921     127,170     63,086     88,504     123,753  
    10         158,481       321,534   352,555      397,464       71,534     102,555     147,464     68,686     99,707     144,616  
    11         179,006       326,579   363,933      420,416       76,579     113,933     170,416     74,301    111,655     168,138  
    12         200,556       330,985   375,272      445,258       80,985     125,272     195,258     79,277    123,563     193,550  
    13         223,184       334,717   386,524      472,155       84,717     136,524     222,155     83,578    135,385     221,016  
    14         246,943       337,727   397,629      501,272       87,727     147,629     251,272     87,157    147,060     250,702  
    15         271,890       339,947   408,504      532,774       89,947     158,504     282,774     89,947    158,504     282,774  
    16         298,084       341,287   419,034      566,816       91,287     169,034     316,816     91,287    169,034     316,816  
    17         325,589       341,634   429,077      603,549       91,634     179,077     353,549     91,634    179,077     353,549  
    18         354,468       340,847   438,453      643,105       90,847     188,453     393,105     90,847    188,453     393,105  
    19         384,791       338,787   446,974      685,637       88,787     196,974     435,637     88,787    196,974     435,637  
    20         416,631       335,342   454,467      731,335       85,342     204,467     481,335     85,342    204,467     481,335  
    21         450,063       330,429   460,782      780,445       80,429     210,782     530,445     80,429    210,782     530,445  
    22         485,166       323,978   465,772      833,250       73,978     215,772     583,250     73,978    215,772     583,250  
    23         522,024       315,932   469,297      890,079       65,932     219,297     640,079     65,932    219,297     640,079  
    24         560,725       306,227   471,201      951,286       56,227     221,201     701,286     56,227    221,201     701,286  
    25         601,361       294,742   471,261    1,017,206       44,742     221,261     767,206     44,742    221,261     767,206  
    26         644,030       281,299   469,183    1,088,147       31,299     219,183     838,147     31,299    219,183     838,147  
    27         688,831       265,668   464,602    1,164,394       15,668     214,602     914,394     15,668    214,602     914,394  
    28         735,873             0   457,087    1,246,210            0     207,087     996,210          0    207,087     996,210  
    29         785,266             0   446,197    1,333,904            0     196,197   1,083,904          0    196,197   1,083,904  
    30         837,129             0   431,528    1,427,877            0     181,528   1,177,877          0    181,528   1,177,877  
                                                                                                                                    
               
    
</TABLE>


(1)  Assumes that no Policy loans have been made.

(2)  Values reflect  applicable  premium  expenses  charges,  guaranteed cost of
     insurance  rates,  a monthly  administrative  charge of $30.00 per month in
     year 1 and $10.00 per month  thereafter,  and a mortality  and expense risk
     charge of 0.75% of assets  during  the first ten  Policy  Years , and 0.25%
     thereafter.

(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the Prospectus.

(4)  Assumes that the planned  periodic premium is paid at the beginning of each
     Policy  Year.  Values  would be  different  if the premiums are paid with a
     different frequency or in different amounts.
<PAGE>

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.50%,  4.46%,  and
     10.42% respectively,  during the first ten Policy Years, and -1.01%, 4.98%,
     and 10.96% respectively thereafter.



THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES  OF  RETURN  AVERAGED  0%,  6%,  OR 12% OVER A  PERIOD  OF YEARS  BUT ALSO
FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR  INDIVIDUAL  POLICY  YEARS.  NO
REPRESENTATION  CAN  BE  MADE  BY  THE  COMPANY  OR THE  PORTFOLIOS  THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


<PAGE>



                      OTHER POLICY BENEFITS AND PROVISIONS

Limits on Rights to Contest the Policy

         Incontestability. In the absence of fraud, after the Policy has been in
force during the Insured's  lifetime for two years from the Contract  Date,  AUL
may not  contest  the  Contract.  Any  increase  in the Face  Amount will not be
contested after the increase has been in force during the Insured's lifetime for
two years  following the effective date of the increase.  If you did not request
the Face Amount  increase or if evidence of  insurability  was not required,  we
will not contest the increase.

If a Policy lapses and it is reinstated,  we can contest the  reinstated  Policy
during the first two years after the effective  date of the  reinstatement,  but
only for statements made in the application for reinstatement.

         Suicide  Exclusion.  If the  Insured  dies by  suicide,  while  sane or
insane,  within  two years of the  Contract  Date or the  effective  date of any
reinstatement (or less if required by state law), the amount payable by AUL will
be equal to the  premiums  paid less any loan,  loan  interest,  and any Partial
Surrender.

If the Insured dies by suicide, while sane or insane, within two years after the
effective  date of any increase in the Face Amount (or less if required by state
law),  the amount payable by AUL on such increase will be limited to the Monthly
Deduction associated with the increase.

Changes in the Policy or Benefits

         Misstatement  of Age or Sex. If it is determined  the age or sex of the
Insured as stated in the Policy is not  correct,  the Death  Benefit will be the
greater of: (1) the amount  which  would have been  purchased  at the  Insured's
correct age and sex by the most recent cost of insurance  charge  assessed prior
to the date we receive  proof of death;  or (2) the Account Value as of the date
we receive proof of death,  multiplied by the Minimum  Insurance  Percentage for
the correct age.
   
         Other Changes. Upon notice, AUL may modify the Policy, but only if such
modification is necessary to: (1) make the Policy or the Separate Account comply
with any applicable law or regulation  issued by a governmental  agency to which
AUL is  subject;  (2) assure  continued  qualification  of the Policy  under the
Internal  Revenue Code or other  federal or state laws relating to variable life
contracts; (3) reflect a change in the operation of the Separate Account; or (4)
provide different  Separate Account and/or Fixed Account  accumulation  options.
AUL  reserves  the right to modify the Policy as necessary to attempt to prevent
the Owner from being considered the owner of the assets of the Separate Account.
In the event of any such modification, AUL will issue an appropriate endorsement
to the Policy,  if required.  AUL will exercise these rights in accordance  with
applicable law, including approval of Owners, if required.
    
<PAGE>

Any change of the Policy must be approved by AUL's President,  Vice President or
Secretary.  No  representative is authorized to change or waive any provision of
the Policy.

Change of Insured

While the Policy is in force,  it may be exchanged  for a new Policy on the life
of  a  substitute  Insured.   The  exercise  of  this  exchange  is  subject  to
satisfactory  evidence of insurability for the substitute Insured.  The Contract
Date of the new Policy will  generally be the same as the  Contract  Date of the
exchanged  Policy.  The  Issue  Date of the new  Policy  will be the date of the
exchange.  The initial Cash Value of the new Policy will be the same as the Cash
Value of the  exchanged  Policy  on the date of the  exchange.  Exercise  of the
Change of Insured provision will result in a taxable exchange.

Exchange for Paid-Up Policy

You may exchange the Policy for a paid-up whole life policy by Proper Notice and
upon  returning  the Policy to the Home  Office.  The new policy will be for the
level face  amount,  not greater than the  Policy's  Face  Amount,  which can be
purchased by the Policy's Net Cash Value. The new policy will be purchased using
the  continuous  net single  premium for the  Insured's  age upon the  Insured's
nearest birthday at the time of the exchange.  We will pay you any remaining Net
Cash Value that was not used to purchase the new policy.

At any time after this option is elected,  the cash value of the new policy will
be its net single  premium at the  Insured's  then  attained age. All net single
premiums will be based on 3% interest and the guaranteed cost of insurance rates
of the Policy. No riders may be attached to the new policy.

When Proceeds Are Paid

AUL will  ordinarily  pay any Death Benefit  Proceeds,  loan  proceeds,  Partial
Surrender proceeds,  or Full Surrender proceeds within seven calendar days after
receipt at the Home  Office of all the  documents  required  for such a payment.
Other than the Death Benefit,  which is determined as of the date of death,  the
amount  will be  determined  as of the date of  receipt of  required  documents.
However,  AUL may delay making a payment or processing a transfer request if (1)
the New York  Stock  Exchange  is closed  for other  than a regular  holiday  or
weekend, trading is restricted by the SEC, or the SEC declares that an emergency
exists as a result of which the disposal or valuation of Separate Account assets
is not reasonably  practicable;  or (2) the SEC by order permits postponement of
payment to protect Owners.



<PAGE>


Dividends

You will receive any dividends declared by us as long as the Policy is in force.
Dividend  payments  will  be  applied  to  increase  the  Account  Value  in the
Investment Accounts and Fixed Account on a prorata basis unless you request cash
payment. We do not anticipate declaring any dividends.

Reports to Policy Owners

At least  once a year,  you will be sent a report  at your  last  known  address
showing, as of the end of the current report period:  Account Value, Cash Value,
Death  Benefit,  amount of interest  credited  to amounts in the Fixed  Account,
change in value of  amounts  in the  Separate  Account,  premiums  paid,  loans,
Partial  Surrenders,  expense charges,  and cost of insurance  charges since the
prior report.  You will also be sent an annual and a semiannual  report for each
Fund or Portfolio  underlying an Investment  Account to which you have allocated
Account Value, including a list of the securities held in each Fund, as required
by the 1940  Act.  In  addition,  when you pay  premiums  (except  for  premiums
deducted  automatically),  or if you take out a loan, transfer amounts among the
Investment  Accounts and Fixed  Account or take  surrenders,  you will receive a
written confirmation of these transactions.

Assignment

The Policy  may be  assigned  in  accordance  with its  terms.  In order for any
assignment  to be binding  upon AUL, it must be in writing and filed at the Home
Office.  Once AUL has  received a signed  copy of the  assignment,  the  Owner's
rights and the interest of any beneficiary (or any other person) will be subject
to the assignment. If there are any irrevocable  beneficiaries,  you must obtain
their written consent before assigning the Policy. AUL assumes no responsibility
for the validity or sufficiency of any  assignment.  An assignment is subject to
any loan on the Policy.

Reinstatement

The  Policy  may be  reinstated  within  five  years (or such  longer  period if
required  by  state  law)  after  lapse,  subject  to  compliance  with  certain
conditions,  including  the payment of a necessary  premium  and  submission  of
satisfactory evidence of insurability. See your Policy for further information.

The following  rider benefits are available and may be added to your Policy.  If
applicable,  monthly charges for these riders will be deducted from your Account
Value as part of the Monthly Deduction. All of these riders may not be available
in all states.
<PAGE>

    Waiver of Monthly Deduction Disability (WMDD)
    Issue Ages:     20-55

    This rider waives the Monthly Deduction during a period of total disability.
    WMDD  cannot  be  attached  to  Policies  with  Face  Amounts  in  excess of
    $3,000,000 or rated higher than Table H.

    Monthly  Deductions  are waived for total  disability  following a six month
    waiting  period.  Monthly  Deductions  made during this  waiting  period are
    re-credited  to the  Account  Value  upon the actual  waiver of the  Monthly
    Deductions.  If disability  occurs  before age 60,  Monthly  Deductions  are
    waived as long as total disability  continues.  If disability occurs between
    ages 60-65,  Monthly  Deductions  are waived as long as the Insured  remains
    totally disabled but not beyond age 65.

    Guaranteed Insurance Option (GIO)
    Issue ages:     20-39 (standard risks only)

    This rider  allows  the Face  Amount of the  Policy to be  increased  by the
    option  amount or less,  without  evidence of  insurability  on the Insured.
    These increases may occur on regular option dates or alternate option dates.
    See the rider contract for the specific dates.

    Children's Benefit Rider (CBR)
    Issue Ages:     14 Days - 20 Years (Children's ages)

    This rider provides  level term  insurance on each child of the Insured.  At
    issue,  each  child  must be at least 14 days old and less  than 20 years of
    age,  and the  Insured  must  be  less  than  56  years  old and not  have a
    substandard rating greater than table F. Once CBR is in force, children born
    to the  Insured  are  covered  automatically  after  they  are 14 days  old.
    Children  are  covered  under CBR  until  they  reach age 22,  when they may
    purchase,  without  evidence of  insurability,  a separate policy with up to
    five times the expiring face amount of the rider's coverage.

    Other Insured Rider (OIR)
    Issue Ages:     20-85 (Other Insured's age)
   
    The Other Insured  Rider is level term life  insurance on someone other than
    the Insured.  The minimum issue amount is $10,000;  the maximum issue amount
    is equal to three times the Face Amount.  A maximum of two OIRs may be added
    to the Policy.  The OIR amount of coverage may be changed in the future, but
    increases are subject to evidence of insurability.
    
    Prior to the Other Insured's age 70, the OIR may be converted to a permanent
    individual policy without evidence of insurability. The OIR may be converted
    to  permanent  coverage  on the  Monthiversary  following  the  date  of the
    Insured's death.

    Same Insured Rider (SIR)
    Issue Ages:     0-85
   
    This rider provides  level term life  insurance on the Insured.  The minimum
    issue amount is $10,000;  the maximum issue is equal to three times the Face
    Amount of the Policy.  Only one SIR may be added to the Policy. The SIR face
    amount may be changed  (increases are subject to evidence of  insurability).
    Prior to age 70 (55 for substandard  risks), the Insured may convert the SIR
    to permanent coverage without evidence of insurability.
    
<PAGE>

    Waiver of Premium Disability (WPD)
    Issue Ages:     20-55

    This rider pays a designated  premium into the Account Value during a period
    of total disability.  The minimum designated premium is $100. WPD may not be
    added to a policy unless WMDD is already added. If disability  occurs before
    age 60, the designated  premium benefit is paid as long as total  disability
    continues.  If disability occurs between ages 60-65, the designated  premium
    benefit is paid as long as the  Insured  remains  totally  disabled  but not
    beyond age 65.

    Last Survivor Rider (LS)
    Issue Ages:     20-85

    This rider  modifies  the terms of the Policy to  provide  insurance  on the
    lives of two  Insureds  rather  than one.  When the Last  Survivor  Rider is
    attached,  the Death Benefit  Proceeds are paid to the beneficiary  upon the
    death of the last surviving  Insured.  The cost of insurance charges reflect
    the  anticipated  mortality  of the two Insureds and the fact that the Death
    Benefit is not paid until the death of the surviving  Insured.  For a Policy
    containing the LS Rider to be reinstated, either both Insureds must be alive
    on the date of the reinstatement, or the surviving Insured must be alive and
    the  lapse   occurred   after  the   death  of  the   first   Insured.   The
    Incontestability,  Suicide, and Misstatement of Age or Sex provisions of the
    Policy apply to either Insured.

    LS Rider also  provides a Policy  Split  Option,  allowing the Policy on two
    Insureds  to be split into two  separate  Policies,  one on the life of each
    Insured.  The LS Rider also  includes an Estate  Preservation  Benefit which
    increases the Face Amount of the Policy under certain conditions. The Estate
    Preservation Benefit is only available to standard risks.

    Joint First-to-Die Level Term Insurance Rider
    Issue Ages:     20-85

    This rider may be attached to a Policy in conjunction with the LS Rider. The
    Joint-to-Die  Rider provides a death benefit to the beneficiary on the death
    of the first of the Insureds to die. The cost of insurance  charges  reflect
    the anticipated joint mortality of the two insureds.  The  Incontestability,
    Suicide,  and  Misstatement  of Age or Sex provisions of the Policy apply to
    either Insured.



<PAGE>


    Automatic Increase Rider (AIR)
    Issue Ages:     20-55 (standard risks only)

    This rider  increases the Insured's  base coverage by 5% each year,  without
    evidence of  insurability.  The 5% increase is  compounded  annually  and is
    based on the base coverage Face Amount on Policy Anniversaries. No increases
    are made during any period in which the Monthly  Deduction is being  waived.
    Insured's initial base coverage must be at least $100,000.

    AIR terminates on the earliest of the following dates: the date an automatic
    increase  is  rejected,  the date the Face  Amount  is  decreased,  the date
    requested in writing by the Owner,  the date of Policy  termination,  or the
    anniversary date 20 years after issue of this rider.  There is no charge for
    AIR.  New  coverage  generated  by the rider  results in an  increase in the
    target premium and establishes an additional  surrender charge.  All charges
    for any new coverage are based on the  Insured's  nearest age at the time of
    increase.

    Guaranteed Minimum Death Benefit Rider (GMDB)
   
     This rider extends the Guarantee  Period as listed on the Policy Data Page.
     While the GMDB rider is in force,  the Policy will remain in force and will
     not  begin  the  grace  period  if on  each  Monthiversary,  the sum of the
     premiums paid to date, less any Partial  Surrenders,  any outstanding  loan
     and  loan  interest,  equals  or  exceeds  the  required  premium  for  the
     Guaranteed  Minimum Death Benefit multiplied by the number of Policy months
     since the Contract Date. The guarantee provided by this rider terminates if
     this  test is  failed  on any  Monthiversary.  The  guarantee  will  not be
     reinstated.
    
    Accelerated Death Benefit Rider (ABR)

    This  rider  allows for a  prepayment  of a portion  of the  Policy's  Death
    Benefit while the Insured is still alive,  if the Insured has been diagnosed
    as  terminally  ill, and has 12 months or less to live.  The minimum  amount
    available  is $5,000.  The maximum  benefit  payable (in most states) is the
    lesser of $500,000 or 50% of the Face Amount. ABR may be added to the Policy
    at any time while it is still in force. There is no charge for ABR.

                               TAX CONSIDERATIONS

The following  summary provides a general  description of the federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all situations.  This discussion is not intended as tax advice. Counsel
or  other   competent  tax  advisers  should  be  consulted  for  more  complete
information.  This discussion is based upon AUL's  understanding  of the present
federal tax laws as they  currently  are  interpreted  by the  Internal  Revenue
Service (the "IRS").



<PAGE>


Tax Status of the Policy

In order to attain the tax benefits normally associated with life insurance, the
Policy must be classified  for federal  income tax purposes as a life  insurance
contract. Section 7702 of the Internal Revenue Code sets forth a definition of a
life  insurance  contract for federal  income tax  purposes.  The U.S.  Treasury
Department (the "Treasury") is authorized to prescribe regulations  implementing
Section 7702.  While proposed  regulations  and other interim  guidance has been
issued,  final regulations have not been adopted.  In short,  guidance as to how
Section 7702 is to be applied is limited.  If a Policy were determined not to be
a life  insurance  contract for purposes of Section 7702,  such Policy would not
provide the tax advantages normally provided by a life insurance contract.
   
With respect to a Policy  issued on a standard  basis,  AUL believes that such a
Policy  should meet the Section 7702  definition of a life  insurance  contract.
With respect to a Policy that is issued on a substandard  basis (i.e., a premium
class with extra rating  involving  higher than standard  mortality risk) or one
involving  joint insureds,  there is less guidance,  in particular as to how the
mortality  and other expense  requirements  of Section 7702 are to be applied in
determining  whether such a Policy meets the Section 7702  definition  of a life
insurance contract.  If the requirements of Section 7702 were deemed not to have
been met, the Policy would not provide the tax benefits normally associated with
life  insurance and the tax status of all contracts  invested in the  Investment
Account to which premiums were allocated under the non-qualifying contract might
be affected.
    
If it is  subsequently  determined  that a Policy does not satisfy Section 7702,
AUL may take whatever steps are  appropriate  and reasonable to attempt to cause
such a Policy to comply with Section 7702. For these  reasons,  AUL reserves the
right to modify  the  Policy as it deems  necessary  in its sole  discretion  to
attempt to qualify it as a life insurance contract under Section 7702.
   
Section  817(h) of the Internal  Revenue Code requires that the  investments  of
each of the Investment  Accounts must be "adequately  diversified" in accordance
with Treasury regulations in order for the Policy to qualify as a life insurance
contract  under  Section  7702 of the  Internal  Revenue  Code.  The  Investment
Accounts,  through the  Portfolios,  intend to comply  with the  diversification
requirements  prescribed in Treas.  Reg. Section  1.817-5,  which affect how the
Portfolio's assets are to be invested. AUL believes that the Investment Accounts
will  meet the  diversification  requirements,  and AUL will  monitor  continued
compliance with this requirement.
    
In certain  circumstances,  owners of variable life  insurance  contracts may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
investment  accounts used to support their  contracts.  In those  circumstances,
income and gains from the  investment  account assets would be includable in the
variable contract owner's gross income.  The IRS has stated in published rulings
that a  variable  contract  owner  will be  considered  the owner of  investment
account assets if the contract owner  possesses  incidents of ownership in those
assets,  such as the ability to exercise investment control over the assets. The
Treasury has also  announced,  in  connection  with the issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e.,  the Owner),  rather than
the insurance company, to be treated as the owner of the assets in the account."
This  announcement  also  stated  that  guidance  would  be  issued  by  way  of
regulations or rulings on the "extent to which contract holders may direct their
investments to particular investment accounts without being treated as owners of
the underlying assets."
<PAGE>

The  ownership  rights under the Policy are similar to, but different in certain
respects from,  those described by the IRS in rulings in which it was determined
that contract owners were not owners of investment  account assets. For example,
an Owner has  additional  flexibility  in  allocating  Net Premium  payments and
Account Value.  These  differences could result in an Owner being treated as the
owner  of a  prorata  portion  of the  assets  of the  Investment  Accounts.  In
addition,  AUL does not know what  standards  will be set forth,  if any, in the
regulations  or rulings  which the Treasury has stated it expects to issue.  AUL
therefore  reserves  the right to modify the Policy as  necessary  to attempt to
prevent  an Owner  from  being  considered  the Owner of a prorata  share of the
assets of the Investment Accounts.

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

Tax Treatment of Policy Benefits

         In General.  AUL believes that the proceeds and Account Value increases
of a Policy should be treated in a manner  consistent with a fixed-benefit  life
insurance  contract for federal  income tax  purposes.  Thus,  the Death Benefit
under the Policy should be excludable  from the gross income of the  beneficiary
under Section  101(a)(1) of the Internal Revenue Code.  However,  if you elect a
settlement option for a Death Benefit other than in a lump sum, a portion of the
payment made to you may be taxable.

Depending  on the  circumstances,  the  exchange  of a  Policy,  a change in the
Policy's Death Benefit option, a Policy loan, a Partial Surrender,  a surrender,
a change in ownership,  or an  assignment of the Policy may have federal  income
tax consequences.  In addition, federal, state and local transfer, and other tax
consequences  of  ownership  or  receipt  of  Policy  proceeds  depends  on  the
circumstances of each Owner or beneficiary.
   
The  Policy  may also be used in various  arrangements,  including  nonqualified
deferred  compensation  or salary  continuation  plans,  split dollar  insurance
plans,  executive bonus plans, retiree medical benefit plans and others. The tax
consequences  of such  plans  may vary  depending  on the  particular  facts and
circumstances   of  each   individual   arrangement.   Therefore,   if  you  are
contemplating  the use of a Policy in any arrangement the value of which depends
in part on its tax  consequences,  you should  consult a  qualified  tax adviser
regarding the tax attributes of the particular arrangement.
    
<PAGE>

Generally,  the Owner  will not be deemed to be in  constructive  receipt of the
Account Value, including increments thereof, until there is a distribution.  The
tax  consequences of  distributions  from, and loans taken from or secured by, a
Policy depend on whether the Policy is classified as a Modified Endowment.  Upon
a complete surrender or lapse of a Policy,  whether or not a Modified Endowment,
the excess of the amount received plus the amount of any  outstanding  loans and
loan interest over the total  investment in the Policy will generally be treated
as ordinary income subject to tax.

         Modified  Endowments.   Section  7702A  establishes  a  class  of  life
insurance  Policies  designated  as "Modified  Endowment  Contracts."  The rules
relating  to  whether a Policy  will be  treated  as a  Modified  Endowment  are
extremely complex and cannot be adequately  described in the limited confines of
this  summary.  In  general,  a  Policy  will  be a  Modified  Endowment  if the
accumulated premiums paid at any time during the first seven Policy Years exceed
the sum of the net level  premiums  which would have been paid on or before such
time if the Policy  provided for paid-up  future  benefits  after the payment of
seven level annual premiums. A Policy may also become a Modified Endowment after
a material  change.  The  determination  of whether a Policy  will be a Modified
Endowment after a material change generally depends upon the relationship of the
Death  Benefit and Account  Value at the time of such change and the  additional
premiums paid in the seven years following the material change.

Due to the Policy's  flexibility,  classification  as a Modified  Endowment will
depend on the individual circumstances of each Policy. In view of the foregoing,
a current or  prospective  Owner should  consult with a tax adviser to determine
whether a Policy  transaction  will cause the Policy to be treated as a Modified
Endowment.  However, at the time a premium is credited which in AUL's view would
cause the Policy to become a Modified Endowment,  AUL will attempt to notify the
Owner that unless a refund of the excess premium (with any appropriate interest)
is requested by the Owner, the Policy will become a Modified Endowment. However,
we do not  undertake to provide  such notice.  The Owner will have 30 days after
receiving such notification to request the refund.

Policies  classified as Modified  Endowments  will be subject to the  following:
First, all  distributions,  including  distributions  upon surrender and Partial
Surrender,  from such a Policy are treated as ordinary  income subject to tax up
to the  amount  equal to the excess (if any) of the  Account  Value  immediately
before the distribution  over the investment in the Policy  (described below) at
such time. Second,  loans taken from or secured by such a Policy, are treated as
distributions from the Policy and taxed accordingly. Past due loan interest that
is added to the loan  amount  will be  treated  as a loan.  Third,  a 10 percent
additional  income tax is imposed on the portion of any  distribution  from,  or
loan taken from or secured by,  such a Policy that is included in income  except
where the distribution or loan is made on or after the Owner attains age 59 1/2,
is  attributable  to the Owner's  becoming  disabled,  or is part of a series of
substantially  equal periodic  payments for the life (or life expectancy) of the
Owner or the  joint  lives  (or joint  life  expectancies)  of the Owner and the
Owner's beneficiary.
<PAGE>

If a Policy becomes a Modified Endowment after it is issued,  distributions made
during the Policy Year in which it becomes a Modified  Endowment,  distributions
in any  subsequent  Policy Year and  distributions  within two years  before the
Policy  becomes  a  Modified  Endowment  will be  subject  to the tax  treatment
described  above.  This means that a  distribution  from a Policy  that is not a
Modified  Endowment could later become taxable as a distribution from a Modified
Endowment.

All Modified  Endowments  that are issued by AUL (or its affiliates) to the same
Owner  during any  calendar  year are  treated  as one  Modified  Endowment  for
purposes of determining  the amount  includable in an Owner's gross income under
Section 72(e) of the Internal Revenue Code.

Distributions  from a Policy  that is not a  Modified  Endowment  are  generally
treated as first recovering the investment in the Policy  (described  below) and
then,  only  after  the  return  of  all  such  investment  in  the  Policy,  as
distributing  taxable  income.  An  exception to this general rule occurs in the
case of a  decrease  in the  Policy's  Death  Benefit or any other  change  that
reduces  benefits  under the  Policy in the first 15 years  after the  Policy is
issued  and that  results in a cash  distribution  to the Owner in order for the
Policy to continue complying with the Section 7702 definitional  limits.  Such a
cash  distribution  will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in Section 7702.

Loans from,  or secured by, a Policy  that is not a Modified  Endowment  are not
treated as distributions. Instead, such loans are treated as indebtedness of the
Owner.

Finally,  neither  distributions  (including  distributions  upon surrender) nor
loans from, or secured by, a Policy that is not a Modified Endowment are subject
to the 10 percent additional income tax.
   
         Policy Loan  Interest.  Generally,  consumer  interest paid on any loan
under a Policy which is owned by an individual is not  deductible for federal or
state income tax  purposes.  The  deduction  of other forms of interest  paid on
Policy  loans may also be  subject  to other  restrictions  under  the  Internal
Revenue Code. A qualified tax adviser should be consulted  before  deducting any
Policy loan interest.
    
         Investment  in the  Policy.  Investment  in the Policy  means:  (i) the
aggregate amount of any premiums or other consideration paid for a Policy, minus
(ii) the aggregate amount received under the Policy which is excluded from gross
income of the Owner  (except that the amount of any loan from,  or secured by, a
Policy that is a Modified Endowment,  to the extent such amount is excluded from
gross income,  will be disregarded),  plus (iii) the amount of any loan from, or
secured by, a Policy that is a Modified Endowment to the extent that such amount
is included in the gross income of the Owner.
<PAGE>

Estate and Generation Skipping Taxes

When the Insured dies,  the Death  Benefits will  generally be includable in the
Owner's  estate for  purposes  of federal  estate tax if the  Insured  owned the
Policy.  If the Owner was not the  Insured,  the fair market value of the Policy
would be included in the Owner's estate upon the Owner's death. Nothing would be
includable in the Insured's  estate if he or she neither  retained  incidents of
ownership at death nor had given up ownership within three years before death.
   
Federal  estate tax is  integrated  with  federal  gift tax under a unified rate
schedule. An unlimited marital deduction may be available for federal estate and
gift tax purposes. The unlimited marital deduction permits the deferral of taxes
until the death of the surviving spouse.

If the Owner  (whether or not he or she is the Insured)  transfers  ownership of
the Policy to someone  two or more  generations  younger,  the  transfer  may be
subject to the  generation-skipping  transfer tax with the taxable  amount being
the  value  of the  Policy.  The  generation-skipping  transfer  tax  provisions
generally  apply to transfers  which would be subject to the gift and estate tax
rules.  Because  these  rules are  complex,  the  Owner  should  consult  with a
qualified  tax adviser  for  specific  information  if  ownership  is passing to
younger generations.
    
Life Insurance Purchased for Use in Split Dollar Arrangements

On January 26, 1996, the IRS released a technical advice  memorandum  ("TAM") on
the  taxability  of  life  insurance  policies  used  in  certain  split  dollar
arrangements.  A TAM, issued by the National Office of the IRS,  provides advice
as to the internal revenue laws, regulations,  and related statutes with respect
to a specific  set of facts and a specific  taxpayer.  In the TAM,  among  other
things,  the IRS concluded  that an employee was subject to current  taxation on
the excess of the cash  surrender  value of the policy  over the  premiums to be
returned to the employer.  Purchasers of life  insurance  policies to be used in
split dollar  arrangements  are strongly advised to consult with a qualified tax
adviser to determine the tax treatment resulting from such an arrangement.

Non-Individual Ownership of Contracts

If the  Owner  of a Policy  is an  entity  rather  than an  individual,  the tax
treatment may differ from that described above. Accordingly,  prospective Owners
that are entities should consult a qualified tax advisor.

Possible Charge for AUL's Taxes

At the present time,  AUL makes no charge for any federal,  state or local taxes
(other  than the charge for state and local  premium  taxes) that it incurs that
may be attributable to the Investment Accounts or to the Policies.  However, AUL
reserves the right to make additional charges for any such tax or other economic
burden  resulting from the  application of the tax laws that it determines to be
properly attributable to the Investment Accounts or to the Policies.



<PAGE>


                  OTHER INFORMATION ABOUT THE POLICIES AND AUL

Policy Termination
   
The Policy will terminate, and insurance coverage will cease, as of: (1) the end
of the Valuation  Period during which we receive  Proper Notice to surrender the
Policy;  (2) the expiration of a grace period;  or (3) the death of the Insured.
See  "Surrendering  the Policy for Net Cash Value," "Premium Payments to Prevent
Lapse," and "Death Benefit and Changes in Face Amount."

Resolving Material Conflicts

The Funds presently serve as the investment medium for the Separate Account and,
therefore,  indirectly for the Policies. In addition,  the Funds have advised us
that they are available to registered separate accounts of insurance  companies,
other than AUL, offering variable annuity and variable life insurance policies.
    
We do not currently  foresee any  disadvantages  to you resulting from the Funds
selling  shares as an  investment  medium for products  other than the Policies.
However, there is a theoretical possibility that a material conflict of interest
may arise between Owners whose Cash Values are allocated to the Separate Account
and the  owners  of  variable  life  insurance  policies  and  variable  annuity
contracts  issued by other  companies  whose values are allocated to one or more
other separate accounts investing in any one of the Funds. Shares of some of the
Funds  may  also be sold to  certain  qualified  pension  and  retirement  plans
qualifying under Section 401 of the Internal Revenue Code. As a result, there is
a possibility that a material conflict may arise between the interests of Owners
or owners of other contracts  (including  contracts issued by other  companies),
and such retirement plans or participants in such retirement plans. In the event
of a material conflict, we will take any necessary steps, including removing the
Separate  Account  from  that  Fund,  to  resolve  the  matter.   The  Board  of
Directors/Trustees  of each Fund will  monitor  events in order to identify  any
material  conflicts that may arise and determine what action,  if any, should be
taken in response to those events or conflicts.

Addition, Deletion or Substitution of Investments

We reserve the right, subject to applicable law, to make additions to, deletions
from, or  substitutions  for the shares that are held in the Separate Account or
that the  Separate  Account may  purchase.  If the shares of a Portfolio  are no
longer  available for investment or if, in our judgment,  further  investment in
any  Portfolio  should  become  inappropriate  in  view of the  purposes  of the
Separate  Account,  we may redeem the  shares,  if any,  of that  Portfolio  and
substitute shares of another registered open-end management  investment company.
We will not  substitute  any shares  attributable  to a Policy's  interest in an
Investment  Account  of the  Separate  Account  without  notice to you and prior
approval of the SEC and state insurance  authorities,  to the extent required by
the 1940 Act or other applicable law.
<PAGE>

We also reserve the right to  establish  additional  Investment  Accounts of the
Separate  Account,  each of which  would  invest  in shares  corresponding  to a
Portfolio  of a Fund  or in  shares  of  another  investment  company  having  a
specified  investment  objective.  Any  new  Investment  Accounts  may  be  made
available  to existing  Owners on a basis to be  determined  by AUL.  Subject to
applicable  law and any required SEC approval,  we may, in our sole  discretion,
eliminate one or more Investment Accounts if marketing needs, tax considerations
or investment conditions warrant.

If any of these  substitutions  or  changes  are made,  we may,  by  appropriate
endorsement, change the Policy to reflect the substitution or change.

If we deem it to be in the best  interests of persons having voting rights under
the Policies  (subject to any approvals  that may be required  under  applicable
law), the Separate  Account may be operated as a management  investment  company
under the 1940 Act, it may be deregistered  under that Act if registration is no
longer required, or it may be combined with other AUL separate accounts.

Voting Rights

AUL is the legal owner of the shares of the  Portfolios  held by the  Investment
Accounts  of the  Separate  Account.  In  accordance  with its  view of  present
applicable  law, AUL will exercise  voting rights  attributable to the shares of
each  Portfolio  held in the  Investment  Accounts  at any  regular  and special
meetings of the  shareholders  of the Funds or Portfolios  on matters  requiring
shareholder  voting under the 1940 Act. AUL will  exercise  these voting  rights
based on  instructions  received  from  persons  having the voting  interest  in
corresponding  Investment  Accounts of the Separate  Account and consistent with
any requirements  imposed on AUL under contracts with any of the Funds, or under
applicable law. However, if the 1940 Act or any regulations thereunder should be
amended, or if the present interpretation thereof should change, and as a result
AUL determines  that it is permitted to vote the shares of the Portfolios in its
own right, it may elect to do so.

The person having the voting  interest  under a Policy is the Owner.  AUL or the
pertinent  Fund shall send to each Owner a Fund's proxy  materials  and forms of
instruction  by  means  of  which  instructions  may be  given  to AUL on how to
exercise voting rights attributable to the Portfolio's shares.

Unless otherwise  required by applicable law or under a contract with any of the
Funds, with respect to each of the Portfolios, the number of Portfolio shares as
to which voting  instructions  may be given to AUL is determined by dividing the
value of all of the Accumulation  Units of the corresponding  Investment Account
attributable  to a Policy on a particular  date by the net asset value per share
of that  Portfolio as of the same date.  Fractional  votes will be counted.  The
number of votes as to which voting  instructions may be given will be determined
as of the date  coincident  with the date  established by a Fund for determining
shareholders  eligible  to vote at the  meeting  of the  Fund or  Portfolio.  If
required by the SEC or under a contract with any of the Funds,  AUL reserves the
right to determine in a different fashion the voting rights  attributable to the
shares of the Portfolio. Voting instructions may be cast in person or by proxy.
<PAGE>

Voting  rights   attributable  to  the  Policies  for  which  no  timely  voting
instructions  are received  will be voted by AUL in the same  proportion  as the
voting  instructions  which are  received  in a timely  manner for all  Policies
participating in that Investment Account. AUL will vote shares of any Investment
Account, if any, that it owns beneficially in its own discretion, except that if
a Fund offers its shares to any insurance  company  separate  account that funds
variable  annuity  contracts  or if  otherwise  required  by  applicable  law or
contract,  AUL will vote its own  shares in the same  proportion  as the  voting
instructions  that are received in timely manner for Policies  participating  in
the Investment Account.

Neither  the  Separate  Account  nor AUL is under any duty to  inquire as to the
instructions  received  or the  authority  of Owners or others to  instruct  the
voting of shares of any of the Portfolios.

If  required  by state  insurance  officials,  AUL may  disregard  Owner  voting
instructions  if such  instructions  would  require  shares to be voted so as to
cause a change in  sub-classification or investment objectives of one or more of
the Portfolios, or to approve or disapprove an investment advisory agreement. In
addition, AUL may under certain circumstances disregard voting instructions that
would require changes in the investment  advisory contract or investment adviser
of one or more of the  Portfolios,  provided that AUL reasonably  disapproves of
such changes in accordance  with  applicable  federal  regulations.  If AUL ever
disregards voting instructions, Owners will be advised of that action and of the
reasons for such action in the next semiannual report. Finally, AUL reserves the
right to  modify  the  manner in which  the  weight to be given to  pass-through
voting instructions is calculated when such a change is necessary to comply with
current federal regulations or the current interpretation thereof.

Sale of the Policies

The Policies will be offered to the public on a continuous  basis, and we do not
anticipate  discontinuing the offering of the Policies.  However, we reserve the
right to discontinue  the offering.  Applications  for Policies are solicited by
representatives  who are licensed by applicable  state insurance  authorities to
sell our variable life contracts and who are also registered  representatives of
AUL. AUL is registered with the SEC under the Securities Exchange Act of 1934 as
a  broker-dealer  and is a member  of the  National  Association  of  Securities
Dealers, Inc.

AUL acts as the  "principal  underwriter,"  as defined  in the 1940 Act,  of the
Policies for the  Separate  Account.  We are not  obligated to sell any specific
number of Policies.

Registered  representatives  may be paid  commissions  on  Policies  they  sell.
Representatives generally will be paid 50% of planned premiums paid in the first
year for premiums up to target premium.  For planned  premiums paid in excess of
target premium,  registered representatives will also receive 3% of that excess.
Additional  commissions may be paid in certain  circumstances.  Other allowances
and overrides also may be paid.
<PAGE>

AUL Directors and Executive Officers

The  following  table sets forth the name and principal  occupations  during the
past  five  years of each of AUL's  directors  and  executive  officers.  Unless
otherwise  indicated,  the address of each of the following  individuals  is One
American  Square,  P.O.  Box  368,  Indianapolis,  Indiana  46206-0368,  and the
indicated position is with AUL.
<TABLE>
<S>                                                        <C>

Name                                                        Principal Occupation During Past Five Years
Jerry D. Semler                                             President and Chief Operating Officer, 1980-1989;
                                                            President & Chief Exec. Officer, 1989-8/91; Chairman of
                                                            the Board, Pres. & CEO, 9/91-present; Mental Health
                                                            Board, State of Indiana, 10/87-10/91; Dir. Jenn
                                                            Foundation Board, 5/92-present; IWC Resources Corp., 4/96-present

John H. Barbre                                              Sr. Vice Pres., Individual Div., 5/80-present

William R. Brown                                            General Counsel & Secretary, 1/85-present; Dir., Health &
                                                            Hospital Corp. of Marion County Board, 1/84-1/92; Member,
                                                            Metro Development Com. of Indpls., 1/92-10/93; Dir.,
                                                            NOLHGA Board, 1/95-present
Charles D. Lineback                                         Sr. Vice Pres., Reinsurance Div., 12/87-present

James W. Murphy                                             Sr. Vice Pres., Corporate Finance, 8/69-present

Jerry L. Plummer                                            Sr. Vice Pres., Human Resources, 1/93-present; V.P. 
                                                            Human Res., 1/81-1/93

R. Stephen Radcliffe                                        Executive Vice Pres., 8/94-present; Sr. V.P., Chief
                                                            Actuary, 5/83-8/94; Director, 2/91-present

G. David Sapp                                               Sr. Vice Pres., Investments, 1/92-present; V.P.,
                                                            Securities, 8/75-1/92
<PAGE>
   
William L. Tindall                                          Sr. Vice Pres., Pension Div., 8/97 - present; Sr. Vice
                                                            Pres., Massachusetts Mutual Life Insurance Co.,
                                                            1993-1997; Vice President Pension Marketing,
                                                            Massachusetts Mutual Life Insurance Co., 1987-1993.
    
Gerald T. Walker                                            Sr. Vice Pres., Group Life & Health Div., 10/89-present

Kent R. Adams                                               Vice Pres., Fixed Income Securities, 1/92-present; Asst.
                                                            V.P., Securities, 1/77-1/92

Catherine B. Husman                                         V.P. and Chief Actuary, 7/97-present; V.P. and Corporate
                                                            Actuary, 1/84-7/97

Scott A. Kincaid                                            V.P. & Chief Information Officer, 1/95-present; V.P. Data
                                                            Center, 9/91-1/95; Asst. V.P. Data Center, 8/83-9/91

Steven C. Berring, M.D.                                     Director, 2/90-present; Director, NIPSCO Industries, Inc.
575 McCormick Rd.                                           2/86-present; Director, Arvin Industries, Inc.,
West Lafayette, IN 47906                                    11/83-present; Director, Eli Lilly, 4/83-present;
                                                            President, Purdue University, 2/83-present; Director,
                                                            Guidant Corp., 12/94-8/95; Dir., State Life Ins. Co.,
                                                            11/94-present

Arthur L. Bryant                                            Director, 11/94-present; President, The State Life
11817 Sand Dollar Ct.                                       Insurance Company, 9/83-present; Chairman of Board, The
Indianapolis, IN 46256                                      State Life Ins., 2/85-11/94

James M. Cornelius                                          Director, 2/96-present; V.P. & CEO, Eli Lilly & Co.,
1055 Park Place                                             1/83-1995; Chairman, Guidant Corp., 10/95-present; Dir.
Zoinsville, IN 46077                                        State Life Ins. Co., 11/94-present, Dir., National Bank
                                                            of Indpls., 11/93-present; Dir. Lilly Industries, Inc.,
                                                            4/96-present
<PAGE>
   
James A. Dora                                               Director, 2/89-present; Chairman/CEO and Owner, General
5121 Green Braes, E. Dr.                                    Hotels Corp., 1/90-present; President and Owner, General
Indianapolis, IN 46234                                      Hotels Corp., 1967-1989; Dir., Indiana National Bank,
                                                            4/83-10/93; Dir., NBD Bank, N.A. (formerly Indiana
                                                            National Bank), 10/93-present; Dir., State Life,
                                                            11/94-present
    
Otto N. Frenzel                                             Director, 2/71-present (Chairman of Audit Comm.);
11330 Templin Rd.                                           Chairman, Executive Comm., National City Bank Indiana,
Zionsville, IN 46077                                        1/96-present; Chrmn. National City Bank Indiana,
                                                            10/92-1/96; Dir., National City Corp., 10/92-present;
                                                            Chairman, Merchants National Corp., 4/79-1/93; Vice
                                                            Chrmn, Merchants National Bank & Trust Co. of Indpls.,
                                                            4/86-10/92; Director, Indpls. Water Co., 4/63-present;
                                                            Dir., Indian Gas Co., Inc. 1/67-present; Dir. Indpls.
                                                            Power & Lights Corp. 4/77-present; Dir. Baldwin & Lyons,
                                                            Inc., 5/79-present; Dir. IPALCO Enterprises, Inc.,
                                                            9/83-present; Dir., IWC Resources Corp., 3/86-present;
                                                            Dir. Indiana Energy, Inc., 10/85-present; Dir., State
                                                            Life Ins. Co., 11/94-present

David W. Goodrich                                           Director, 2/95-present; Exec. Vice Pres., F.C. Tucker
6060 Sunset Ln.                                             Co., 1/86-present; Chrmn., Methodist Hosp. of Indiana
Indianapolis, IN 46228                                      1/93-6/96; Director, The State Life Ins. Co.,
                                                            7/90-present; Director, Irwin Financial Corp.,
                                                            1/88-present; Director, Citizens Gas & Coke Utility,
                                                            9/94-present; Vice Chairman, Clarian Health Partners,
                                                            6/96-present

<PAGE>

William P. Johnson                                          Director, 7/78-present; Chairman of the Board & CEO,
19448 Rio Verde Dr.                                         Goshen Rubber Co., 7/91-present, Pres. & Treas., Goshen
Goshen, IN 46526                                            Rubber Co., 9/76-7/91; Pres. & Dir., GNC Corp.,
                                                            9/76-7/91; Pres. & Dir., GSH Corp., 7/91-present; Pres. &
                                                            Dir. GRN Corp., 9/76-7/91; Chrmn., GRN Corp.,
                                                            7/91-present; Pres. & Dir., Goshen Rubber of Canada,
                                                            Ltd., 9/76-7/91; Chrmn., Goshen Rubber of Canada, Ltd.,
                                                            7/91-present; Dir., Society Bank Ind. (formerly Trustcorp
                                                            Inc.) Co. Bend, IN, 2/88-12/95; Member of Advisory Comm.,
                                                            Society Bank Ind. Goshen, IN, 2/88-12/95; Dir., Coachman
                                                            Industries, 1978-present; Chrmn. & CEO, Syracuse Rubber
                                                            Co., 1981-present; Chrmn. & CEO, Bond-Flex Rubber Co.,
                                                            4/86-present; Dir., Peetro Go, Inc., 4/86-5/96; Dir.,
                                                            Flair Inc., 3/86-present; Dir., Lightfoot Enterprises,
                                                            4/86-present; Chrmn., Palmer Plastics, 10/87-present;
                                                            Chrmn., Dayton Polymrics, 10/89-present; Chrmn. GR
                                                            Plastics, 10/89-present; Chrmn. & CEO, ETI Inc.,
                                                            9/92-present; Chrmn. & CEO, GKI Inc., 7/91-present;
                                                            Chrmn. & CEO, Prolon, Inc., 10/92-present; Chrmn. & CEO,
                                                            Yeasel, Inc., 1/90-present; Chrmn. & CEO, Bower Mfg.,
                                                            7/91-present; Dir., State Life Ins. Co., 11/94-present

James T. Morris                                             Director, 2/87-present; Chairman & CEO, Indianapolis
8191 N. Pennsylvania                                        Water Co., 1/92-present; Pres., Indianapolis Water Co.,
Indianapolis, IN 46240                                      1/89-1/92; Pres., Chrmn. & CEO, IWC Resources Corp.,
                                                            1/89-present; Director, MSA  Realty Corp., 11/84-9/94;
                                                            Dir., National City Bank Corp., 7/89-present; Advisor,
                                                            Logo 7, Inc., 9/90-12/91; Dir., Paul Harris,
                                                            12/96-present; Dir., State Life Ins. Co., 11/94-present
<PAGE>

Thomas E. Reilly, Jr.                                       Director, 2/90-present; Chairman, Reilly Industries,
8877 Pickwick Dr.                                           Inc., 1/90-present; President, Reilly Indus., 1963-1/90;
Indianapolis, IN 46260                                      Director, Lilly Indus. Inc., 4/81-present; Director, INB
                                                            National Bank, 4/84-10/93; Dir. NBD Indiana, subsid. of
                                                            NBD Bancorp, 4/84-1994; Dir., NBD Bancorp,  3/94-2/95;
                                                            Dir.,  First Chicago NBD Corp., 2/95-present;  Dir.,
                                                            Herif  Jones  Corp.,  10/95-present; Dir., State Life Ins. Co.,
                                                            11/94-present

William R. Riggs                                            Director, 2/92-present; Attorney (Partner), Ice Miller
7614 Silver Pine Ct.                                        Donadio & Ryan, 6/63-present; Dir., State Life Ins. Co.,
Indianapolis, IN 46250                                      11/94-present

Yvonne H. Shaheen                                           Director, 8/93-present; Utility Pres., & CEO, Bright
11808 Rolling Springs Dr.                                   Sheet Metal, 2/87-1/95; Pres., & CEO, Long Elec. Co.,
Indianapolis, IN 46032                                      2/87-present; Dir., Corporate Community Council,
                                                            1/93-1/95; Director, Community Hospital Foundation,
                                                            1/92-2/96; Dir., Junior Achievement, 4/90-present; Dir.,
                                                            National Elec., Contractors Assoc., 1/91-present; Dir.,
                                                            Boy Scouts of America, 10/91-present, Director, State
                                                            Life Ins. Co., 11/94-present

Frank D. Walker                                             Director, 11/94-present; Chairman of the Board & CEO,
3613 Bay Rd. N. Dr.                                         Walker Information, Inc., 6/60-present; Managing Partner,
Indianapolis, IN 46240                                      W.R. Properties, 6/84-present; Dir., Citizens Gas & Coke
                                                            Utility, 10/87-present; Dir., NBD Bank N.A. Indiana,
                                                            4/88-present; Advisor, Wild Birds Unlimited, Inc.,
                                                            8/95-present
</TABLE>

State Regulation

AUL is subject to  regulation  by the  Department  of  Insurance of the State of
Indiana,  which periodically  examines the financial condition and operations of
AUL.  AUL  is  also  subject  to  the  insurance  laws  and  regulations  of all
jurisdictions  where it does business.  The Policy  described in this Prospectus
has been filed with and, where  required,  approved by,  insurance  officials in
those jurisdictions where it is sold.
<PAGE>

AUL is required to submit annual statements of operations,  including  financial
statements,  to the insurance  departments of the various jurisdictions where it
does business to determine  solvency and compliance  with  applicable  insurance
laws and regulations.

Additional Information

A  registration  statement  under the Securities Act of 1933 has been filed with
the SEC relating to the offering  described in this Prospectus.  This Prospectus
does not include all the  information set forth in the  registration  statement.
The  omitted  information  may be  obtained  at the  SEC's  principal  office in
Washington, D.C. by paying the SEC's prescribed fees.

Independent Auditors

The  consolidated  balance  sheets for AUL at December  31, 1996 and the related
consolidated  statements of income,  stockholders' equity and cash flows for the
year ended  December  31, 1996  appearing  herein have been audited by Coopers &
Lybrand  LLP,  independent  auditors,  as set  forth  in  their  report  thereon
appearing elsewhere herein, and are included herein in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

Actuarial  matters  included in this prospectus have been examined by Stephen J.
Pearson,  FSA, MAAA,  Assistant Vice President and Individual Product Actuary of
AUL.

Litigation
   
The Separate Account is not a party to any litigation. Its depositor, AUL, as an
insurance company,  ordinarily is involved in litigation.  AUL is of the opinion
that at present, such litigation is not material to the Owners of the Policies.

Legal Matters

Dechert  Price & Rhoads of  Washington,  D.C.  has  provided  advice on  certain
matters  relating  to the  federal  securities  laws.  Matters  of  Indiana  law
pertaining to the Policies,  including AUL's right to issue the Policies and its
qualification to do so under applicable laws and regulations  issued thereunder,
have been passed upon by Richard A. Wacker, Associate General Counsel of AUL.

Financial Statements

AUL's  financial  statements as of December 31, 1996 for the year ended December
31,  1996 and as of June 30, 1997 for the six month  period  ended June 30, 1997
are  included in this  Prospectus.  The  financial  statements  of AUL should be
distinguished  from financial  statements of the Separate  Account and should be
considered only as bearing upon AUL's ability to meet its obligations  under the
Policies. They should not be considered as bearing on the investment performance
of the assets held in the Separate Account. Because the Separate Account has not
commenced operations before the date of this Prospectus, no financial statements
of the Separate Account are included in this Prospectus.
    

<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

   
To the Board of Directors
American United Life Insurance Company
Indianapolis, Indiana

We have audited the accompanying  combined balance sheet of American United Life
Insurance  Company(R)  and  affiliates as of December 31, 1996 and 1995, and the
related combined statements of operations,  policyowners' surplus and cash flows
for the years then ended.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  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 combined  financial  statements  referred to above  present
fairly, in all material respects, the financial position of American United Life
Insurance  Company(R)  and  affiliates as of December 31, 1996 and 1995, and the
results  of their  operations  and their  cash flows for the years then ended in
conformity with generally accepted accounting principles.

As discussed in Note I to the combined financial statements, the Company adopted
Statement of Financial  Accounting  Standards  No. 120 (SFAS 120) and  Financial
Accounting  Standards  Board  Interpretation  No.  40 (FIN  40)  which  required
implementation of several accounting  pronouncements not previously adopted. The
effects  of  adopting  SFAS  120 and FIN 40 were  retroactively  applied  to the
Company's   previously   issued  financial   statements,   consistent  with  the
implementation guidance of those standards.

The Company previously issued financial statements for 1995 which were presented
in  accordance  with  accounting  principles  prescribed  or  permitted  by  the
Insurance Department of the State of Indiana and which were considered generally
accepted  accounting   principles  for  mutual  life  insurance  companies.   We
previously  issued  our  report  dated  February  19,  1996,  on such  financial
statements.
                          /s/ Coopers & Lybrand L.L.P.

                              Indianapolis, Indiana
                                February 19, 1997



<PAGE>


                             COMBINED BALANCE SHEET
<TABLE>
<S>                                             <C>                  <C>

 December 31,1996, and l995                         1996 (in millions)   1995
- -----------------------------------------------------------------------------
 Assets
  Investments:
    Fixed Maturities:
      Available for sale at fair value          $1,593.4             $1,628.8
      Held to maturity at amortized cost         3,013.6              2,982.4
    Equity securities at fair value                 15.2                 19.0
    Mortgage loans                               1,114.6              1,124.7
    Real estate                                     52.3                 54.5
    Policy loans                                   143.5                141.6
    Short term and other invested assets            43.8                 69.0
    Cash and cash equivalents                       20.2                 10.9
- -----------------------------------------------------------------------------
      Total investments                          5,996.6              6,030.9
- -----------------------------------------------------------------------------
    Accrued investment income                       82.1                 86.0
    Reinsurance receivables                        209.5                191.2
    Deferred acquisition costs                     348.2                310.2
    Property and equipment                          54.0                 47.3
    Insurance premiums in course of collection      47.5                 31.2
    Other assets                                    35.7                 26.9
    Assets held in separate accounts             1,078.7                603.9
- -----------------------------------------------------------------------------
      Total assets                              $7,852.3             $7,327.6
- -----------------------------------------------------------------------------
   Liabilities and policyowners' surplus
   Liabilities
     Policy reserves                            $5,688.6             $5,755.8
     Other policyowner funds                       176.2                171.7
     Pending policyowner claims                    137.6                130.4
     Surplus notes                                  75.0                  ---
     Other liabilities and accrued expenses        123.4                116.9
     Liabilities related to separate accounts    1,078.7                603.9
- -----------------------------------------------------------------------------
     Total liabilities                           7,279.5              6,778.7
- -----------------------------------------------------------------------------
   Unrealized appreciation of securities,
    net of deferred income tax                      19.0                 47.2
   Policyowners' surplus                            553.8                501.7
- -----------------------------------------------------------------------------
     Total policyowners' surplus                   572.8                548.9
- -----------------------------------------------------------------------------
     Total liabilities and policyowners' surplus$7,852.3             $7,327.6
- -----------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<S>                                             <C>                  <C>

COMBINED STATEMENT OF OPERATIONS

 for years ended December 31,1996, and l995         1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Revenues:
    Insurance premiums and other considerations $  401.1             $  390.0
    Policy and contract charges                     46.5                 39.8
    Net investment income                          471.8                478.9
    Realized investment gains                        6.6                  8.2
    Other income                                     3.8                   .1
- -----------------------------------------------------------------------------
      Total revenues                               929.8                917.0
- -----------------------------------------------------------------------------
   Benefits and expenses:
     Policy benefits                            $  381.4             $  346.7
     Interest expense on annuities
       and financial products                      261.6                283.1
     Underwriting, acquisition and insurance
       expenses                                    110.2                100.3
     Amortization                                   49.8                 41.2
     Dividends to policyowners                      26.3                 24.7
     Interest expense on surplus notes               5.1                 ----
     Other operating expenses                        8.9                 42.7
- -----------------------------------------------------------------------------
     Total benefits and expenses                   843.3                838.7
- -----------------------------------------------------------------------------
   Income before income tax expense                 86.5                 78.3
   Income tax expense                               34.4                 32.7
- -----------------------------------------------------------------------------
     Net income                                   $ 52.1               $ 45.6
- -----------------------------------------------------------------------------

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


COMBINED STATEMENT OF POLICYOWNERS' SURPLUS


Policyowners' surplus at beginning of year        $548.9               $430.7
Net income                                          52.1                 45.6
Unrealized appreciation
(depreciation) of securities, net                  (28.2)                72.6
- -----------------------------------------------------------------------------
Policyowners' surplus at end of year              $572.8               $548.9
- -----------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.


</TABLE>
<PAGE>



COMBINED STATEMENT OF CASH FLOWS


<TABLE>
<S>                                             <C>                  <C>


 for years ended December 31,1996, and l995         1996 (in millions)   1995
- -----------------------------------------------------------------------------
Cash flows from operating activities:
- ------------------------------------------------------------------------------
Net Income                                      $   52.1             $   45.6

Adjustments  to  reconcile   net  income  to  net  cash  provided  by  operating
  activities:
Amortization                                        49.8                 41.2
Depreciation                                         9.2                  8.6
Deferred  taxes                                      1.8                  7.0
Realized  investment  gains                         (6.6)                (8.2)
Policy acquisition  costs                          (69.3)               (61.2)
Interest  credited to deposit  liabilities         254.7                274.2
Fees  charged to deposit  liabilities              (19.8)               (19.5)
Amortization  of investment  income                 (6.2)               (10.9)
Increase in insurance liabilities                   93.9                110.5
Increase in assets                                 (44.4)               (72.1)
Increase in liabilities                             19.6                 14.7
- ------------------------------------------------------------------------------
Net cash provided by operating activities          334.8                329.9
- ------------------------------------------------------------------------------
Cash flows from investing activities:
  Purchases:
Fixed maturities, Held to Maturity                (194.4)              (390.1)
Fixed maturities, Available for Sale              (477.7)              (234.9)
Equity securities                                  (24.7)                (1.1)
Mortgage loans                                    (169.1)              (159.9)
Real estate                                         (3.9)                (2.2)
Short term and other invested assets                (2.6)                 (.4)

  Proceeds from sales, calls or maturities:
Fixed maturities, Held to Maturity                 158.8                290.1
Fixed maturities, Available for Sale               466.4                145.7
Equity securities                                   28.7                 14.7
Mortgage loans                                     175.0                115.7
Real estate                                          3.1                  3.4
Short term and other invested assets                27.6                  4.6
- -----------------------------------------------------------------------------
Net cash used by investing activities              (12.8)              (214.4)
- -----------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of surplus notes             75.0                 ---
Deposits to insurance liabilities                  595.2                471.7
Withdrawals from insurance liabilities            (984.6)              (587.8)
Policyowner dividends                                3.6                   .7
Increase in policy loans                            (1.9)                (3.6)
- ------------------------------------------------------------------------------
Net cash used by financing activities             (312.7)              (119.0)
- ------------------------------------------------------------------------------
Net increase (decrease) in cash
   and cash equivalents                              9.3                 (3.5)
- ------------------------------------------------------------------------------
Cash and cash equivalents beginning of year         10.9                 14.4
- ------------------------------------------------------------------------------
Cash and cash equivalents end of year           $   20.2             $   10.9
- ------------------------------------------------------------------------------

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

</TABLE>

<PAGE>



NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
American United Life Insurance Company(R) (AUL) is an  Indiana-domiciled  mutual
life insurance company with headquarters in Indianapolis.  AUL is licensed to do
business in 47 states and the District of Columbia.  AUL offers  individual life
insurance  and  annuities,  group  life and  disability  insurance  and  pension
products  through  career agents  working in a  distribution  network of general
agency offices.  AUL also offers  reinsurance  services.  The combined financial
statements include the accounts of the Company and its affiliate, The State Life
Insurance Company (State Life). Significant intercompany  transactions have been
excluded.

The  accompanying  financial  statements  have been prepared in accordance  with
generally  accepted  accounting  principles  (GAAP).  As of January 1, 1996, AUL
adopted  Financial   Accounting   Standards  Board  (FASB)  Statement  No.  120,
Accounting and Reporting by Mutual Life Insurance  Enterprises  and by Insurance
Enterprises for Certain  Long-Duration  Participating  Contracts,  and Financial
Accounting  Standards Board  Interpretation  No. 40 (FIN40),  'Applicability  of
Generally  Accepted  Accounting  Principles  for Mutual Life Insurance and Other
Enterprises.'  SFAS120 requires financial statements prepared in accordance with
generally accepted accounting  principles to apply all applicable  authoritative
GAAP  pronouncements.  The cumulative  effect of applying SFAS No. 120 primarily
consists of the initial  deferral of acquisition  costs,  the  establishment  of
deferred  taxes,  the  change  in  methodology  for  insurance   reserves,   the
elimination  of  the  statutory  asset  valuation  reserve  and  the  effect  of
classifying certain fixed maturity investments as available for sale. The effect
of the  changes  has been  reported  retroactively  through  restatement  of the
financial  information  as of January 1, 1994. As a result of restating the 1995
financial  statements,  combined net income was increased by $1.4  million,  and
combined policyowners' surplus increased $239.8 million.

AUL also files financial statements with insurance regulatory  authorities which
are  prepared  on  the  basis  of  statutory   accounting  practices  which  are
significantly  different from financial  statements  prepared in accordance with
GAAP.  These  differences  are  described  in  detail  in  Note  9  -  Statutory
Information.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements,  and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

INVESTMENTS
Fixed maturity securities which may be sold to meet liquidity and other needs of
the Company are  categorized as available for sale and are stated at fair value.
Fixed maturity  securities which the Company has the positive intent and ability
to hold to  maturity  are  categorized  as  held-to-maturity  and are  stated at
amortized cost.  Equity  securities are stated at fair value.  Mortgage loans on
real estate are  carried at  amortized  cost less an  impairment  allowance  for
estimated uncollectible amounts. Real estate is reported at cost less allowances
for  depreciation.  Depreciation is provided  (straight line) over the estimated
useful lives of the related assets. Investment real estate is net of accumulated
depreciation  of $28.8  million and $28.3 million at December 31, 1996 and 1995,
respectively.  Depreciation  expense for investment real estate amounted to $2.4
million  and $2.6  million  for 1996 and 1995,  respectively.  Policy  loans are
carried at their unpaid balance. Other invested assets are reported at cost plus
the Company's equity in undistributed net equity since  acquisition.  Short term
investments  include  investments  with  maturities  of one-year or less and are
carried at cost which  approximates  market.  Short term certificates of deposit
and savings  certificates  are considered to be cash  equivalents.  The carrying
amount for cash and cash equivalents approximates market.
<PAGE>

Realized  gains and losses on sale or  maturity  of  investments  are based upon
specific  identification  of the  investments  sold and do not  include  amounts
allocable to separate accounts.  At the time a decline in value of an investment
is determined to be other than temporary, a provision for loss is recorded which
is included  in  realized  investment  gains and  losses.  Unrealized  gains and
losses, resulting from carrying available-for-sale securities at fair value, are
reported in policyowners' surplus, net of deferred income taxes.

DEFERRED POLICY ACQUISITION COSTS
Those costs of acquiring new business, which vary with and are primarily related
to the  production of new  business,  have been deferred to the extent that such
costs are deemed recoverable.  Such costs include commissions,  certain costs of
policy underwriting and issue and certain variable agency expenses.  These costs
are amortized with interest as follows:

For participating whole life insurance products,  over the lesser of 30 years or
the lifetime of the policy in relation to the present  value of estimated  gross
margins from expenses, investments and mortality,  discounted using the expected
investment yield.

For universal  life-type policies and investment  contracts,  over the lesser of
the  lifetime of the policy or 30 years for life  policies or 20 years for other
policies in  relation  to the present  value of  estimated  gross  profits  from
surrender  charges and  investment,  mortality and expense  margins,  discounted
using the interest rate credited to the policy.

For term life insurance products and life reinsurance policies,  over the lesser
of the benefit period or 30 years for term life or 20 years for life reinsurance
policies in relation to the ratio of anticipated  annual premium  revenue to the
anticipated   total  premium  revenue,   using  the  same  assumptions  used  in
calculating policy benefits.


<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)

For miscellaneous group life and individual and group health policies,  straight
line over the expected life of the policy.

For  credit  insurance  policies,  the  deferred  acquisition  cost  balance  is
primarily  equal to the  unearned  premium  reserve  multiplied  by the ratio of
deferrable commissions to premiums written.

Recoverability of the unamortized  balance of deferred policy  acquisition costs
is evaluated regularly. For universal life-type contracts,  investment contracts
and participating whole life policies, the accumulated  amortization is adjusted
(increased or decreased)  whenever  there is a material  change in the estimated
gross profits or gross margins  expected over the life of a block of business in
order to maintain a constant  relationship  between cumulative  amortization and
the present value of gross profits or gross margins.  For most other  contracts,
the  unamortized  asset  balance is reduced by a charge to income  only when the
present  value of future  cash  flows,  net of the  policy  liabilities,  is not
sufficient to cover such asset balance.

ASSETS HELD IN SEPARATE ACCOUNTS
Separate  accounts  are  funds on which  investment  income  and gains or losses
accrue directly to certain  policyholders,  primarily variable annuity contracts
and equity-based  pension and profit sharing plans. The assets of these accounts
are legally  segregated,  and are valued at fair value. The related  liabilities
are recorded at amounts equal to the underlying  assets; the fair value of these
liabilities is equal to their carrying amount.

PROPERTY AND EQUIPMENT
Property and  equipment  includes real estate owned and occupied by the Company.
Property and equipment is carried at cost,  net of accumulated  depreciation  of
$35.9 million and $30.1 million as of December 31, 1996 and 1995,  respectively.
The Company  provides  for  depreciation  of property  and  equipment  using the
straight-line  method over its estimated useful life.  Depreciation  expense for
1996 and 1995 was $6.8 million and $6.0 million, respectively.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS
The premiums and benefits for whole life and term insurance products and certain
annuities  with  life   contingencies   (immediate   annuities)  are  fixed  and
guaranteed.  Such  premiums are  recognized as premium  revenue when due.  Group
insurance  premiums are  recognized  as premium  revenue over the time period to
which the premiums  relate.  Benefits and  expenses are  associated  with earned
premiums  so as to  result  in  recognition  of  profits  over  the  life of the
contracts.  This  association  is  accomplished  by means of the  provision  for
liabilities for future policy  benefits and the  amortization of deferred policy
acquisition costs.

Universal  life policies and  investment  contracts are policies with terms that
are not fixed and guaranteed. The terms that may be changed could include one or
more of the amounts assessed the policyholder, premiums paid by the policyholder
or  interest  accrued to  policyholder  balances.  The  amounts  collected  from
policyholders  for  these  policies  are  considered  deposits,   and  only  the
deductions during the period for cost of insurance,  policy  administration  and
surrenders are included in revenue.  Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.
<PAGE>

RESERVES FOR FUTURE POLICY AND CONTRACT BENEFITS
Liabilities for future policy benefits for participating whole life policies are
calculated using the net level premium method and assumptions as to interest and
mortality.  The  interest  rate  is the  dividend  fund  interest  rate  and the
mortality rates are those guaranteed in the calculation of cash surrender values
described in the contract.  Liabilities for future policy benefits for term life
insurance  and life  reinsurance  policies  are  calculated  using the net level
premium  method  and  assumptions  as  to  investment   yields,   mortality  and
withdrawals.  The  assumptions  are based on projections of past  experience and
include  provisions for possible  unfavorable  deviation.  These assumptions are
made at the time the contract is issued.  Liabilities for future policy benefits
on universal life and investment contracts consist principally of policy account
values plus  certain  deferred  policy fees which are  amortized  using the same
assumptions and factors used to amortize the cost of policies  produced.  If the
future benefits on investment contracts are guaranteed (immediate annuities with
benefits paid for a period  certain) the  liability  for future  benefits is the
present value of such guaranteed benefits.  Claim liabilities include provisions
for reported  claims and estimates  based on historical  experience,  for claims
incurred but not reported.

INCOME TAXES
The provision for income taxes includes amounts  currently  payable and deferred
income  taxes  resulting  from  the  temporary  differences  in the  assets  and
liabilities determined on a tax and financial reporting basis.

<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)

2. Investments:
The amortized cost and fair value of investments in fixed maturity securities by
type of investment were as follows:

<TABLE>
<S>                                                  <C>            <C>             <C>            <C>
                                                                             December 31, 1996
- ------------------------------------------------------------------------------------------------------------------
                                                                       Gross          Gross          Estimated
                                                       Amortized     Unrealized    Unrealized          Market
                                                          Cost          Gains         Losses           Value
- -----------------------------------------------------------------------------------------------------------------
  Available for sale:                                                    (in millions)
  Obligations of U.S. government, states,
     political subdivisions and foreign governments  $   85.2       $   1.9         $  1.3         $    85.8
  Corporate securities                                1,000.0          33.9            7.0           1,026.9
  Mortgage-backed securities                            463.0          19.1            1.4             480.7
- -----------------------------------------------------------------------------------------------------------------
                                                     $1,548.2       $  54.9         $  9.7         $ 1,593.4
- -----------------------------------------------------------------------------------------------------------------

Held to maturity:
Obligations of U.S. government, states,
    political subdivisions and foreign governments  $  132.0        $   5.5         $  1.1         $   136.4
Corporate securities                                 1,891.1          100.1           14.0           1,977.2
Mortgaged-backed securities                            990.5           44.9            4.4           1,031.0
- -----------------------------------------------------------------------------------------------------------------
                                                    $3,013.6        $ 150.5         $ 19.5         $ 3,144.6






                                                                             December 31, 1995
- ------------------------------------------------------------------------------------------------------------------
                                                                       Gross          Gross          Estimated
                                                       Amortized     Unrealized    Unrealized          Market
                                                          Cost          Gains         Losses           Value
- -----------------------------------------------------------------------------------------------------------------
  Available for sale:                                                    (in millions)
  Obligations of U.S. government, states,
     political subdivisions and foreign governments  $   50.7       $   3.7         $   .1         $    54.3
  Corporate securities                                  925.3          63.5            2.0             986.8
  Mortgage-backed securities                            543.2          44.7             .2             587.7
- -----------------------------------------------------------------------------------------------------------------
                                                     $1,519.2       $ 111.9         $  2.3         $ 1,628.8
- -----------------------------------------------------------------------------------------------------------------

Held to maturity:
Obligations of U.S. government, states,
    political subdivisions and foreign governments  $  135.0        $  10.7         $   .3         $   145.4
Corporate securities                                 1,817.7          174.8            1.5           1,991.0
Mortgaged-backed securities                          1,029.7           89.7             .2           1,119.2
- -----------------------------------------------------------------------------------------------------------------
                                                    $2,982.4        $ 275.2         $  2.0         $ 3,255.6

</TABLE>

<PAGE>



NOTES TO FINANCIAL STATEMENTS (continued)

The amortized costs and fair value of fixed maturity  securities at December 31,
1996, by contractual average 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>
<S>                                      <C>           <C>                <C>        <C>             <C>


                                              Available for Sale             Held to Maturity
Total
                                            Amortized        Fair         Amortized       Fair
Amortized       Fair
 (in millions)                                Cost          Value            Cost        Value
Costs        Value
- -----------------------------------------------------------------------------------------------------------------------------
Due in one year or less                   $   85.1     $    85.7          $   62.7   $   63.4        $  147.8
$   149.1
Due after one year through five years        369.2         370.8             704.0      727.6
1,073.2       1,098.4
Due after five years through ten years       363.0         376.7             800.8      841.8
1,163.8       1,218.5
Due after ten years                          267.9         279.5             455.6      480.8
723.5         760.3
- -----------------------------------------------------------------------------------------------------------------------------
                                           1,085.2       1,112.7           2,023.1    2,113.6
3,108.3       3,226.3
Mortgage-backed securities                   463.0         480.7             990.5    1,031.0
1,453.5       1,511.7
- -----------------------------------------------------------------------------------------------------------------------------
                                          $1,548.2     $ 1,593.4          $3,013.6   $3,144.6       $ 4,561.8
$ 4,738.0
=============================================================================================================================

</TABLE>

<PAGE>


Net investment income consistent of the following:


<TABLE>
<S>                                             <C>                  <C>

 December 31,1996,and l995                          1996 (in millions)   1995
- -----------------------------------------------------------------------------
    Fixed maturity securities                    $  364.0             $  369.4
    Equity securities                                2.0                  2.9
    Mortgage loans                                 104.4                104.4
    Real estate                                     10.8                 10.7
    Policy loans                                     9.0                  9.2
    Other                                            6.1                  4.5
- -----------------------------------------------------------------------------
    Gross investment income                        496.3                501.1
    Investment expenses                             24.5                 22.2
- -----------------------------------------------------------------------------
    Net investment income                      $   471.8             $  478.9
- -----------------------------------------------------------------------------
</TABLE>

Net realized  investment gains and losses include write downs and changes in the
reserve for losses on mortgage loans and  foreclosed  real estate of $.5 million
and $1.5  million  for 1996 and 1995,  respectively.  Proceeds  from the  sales,
maturities or calls of investments in fixed maturities during 1996 and 1995 were
approximately  $609.0 million and $435.8 million,  respectively.  Gross gains of
$12.0  million  and $9.1  million,  and gross  losses of $6.9  million  and $2.9
million were realized in 1996 and 1995, respectively.  The changes in unrealized
appreciation  (depreciation)  of  fixed  maturities  amounted  to  approximately
$(64.3) million and $156.5 million in 1996 and 1995, respectively.

At December  31, 1996,  the  unrealized  appreciation  on equity  securities  of
approximately  $1.4 million is comprised of $3.0 million in unrealized gains and
$1.6  million  of  unrealized   losses  and  has  been  reflected   directly  in
policyowners' surplus. The change in the unrealized appreciation  (depreciation)
of equity securities  amounted to approximately  $(1.1) million and $1.2 million
in 1996 and 1995, respectively.

The Company  maintains a  diversified  mortgage  loan  portfolio  and  exercises
internal limits on concentrations of loans by geographic area, industry, use and
individual  mortgagor.  Mortgage  loans on  various  properties  in nine  states
(California,   Florida,  North  Carolina,  Indiana,  Texas,  Illinois,  Georgia,
Kentucky  and  Ohio)  account  for  approximately  62% of the fair  value of the
mortgage loan  portfolio.  Approximately  $163.9  million of mortgage loans have
been issued on 67 geographically diversified properties of 8 large retailers.



<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)


The Company has outstanding  mortgage loan  commitments at December 31, 1996, of
approximately $67.9 million.

As of December 31, 1996,  the carrying  value of  investments  that  produced no
income for the previous twelve month period was $9.7 million.

3.  Insurance Liabilities:
At December 31, 1996 and 1995, insurance liabilities consisted of the following:

<TABLE>

<S>                                         <C>                  <C>                 <C>             <C>


                                                                                                           (in
millions)
- -------------------------------------------------------------------------------------------------------------------------------
                                                                Mortality
Interest
                                               Withdrawal     or morbidity
rate
                                               assumption       assumption           assumption
1996         1995
- -------------------------------------------------------------------------------------------------------------------------------
Future policy benefits:
  Participating whole life contracts       Company experience    Company experience   2.5% to 6.0%   $  554.9
$   520.0
  Universal life-type contracts                   N/A               N/A               N/A
352.0         334.9
  Other individual life contracts          Company experience    Company experience   6.8% to 10.0%
183.6         160.3
  Accident and health                             N/A               N/A               N/A
43.7          43.3
  Annuity products                                N/A               N/A               N/A
4,397.1       4,546.8
  Group life and health                           N/A               N/A               N/A
157.3         150.5
Other policyowner funds                           N/A               N/A               N/A
176.2         171.7
Pending policy owner claims                       N/A               N/A               N/A
137.6         130.4
- -------------------------------------------------------------------------------------------------------------------------------
Total insurance liabilities                                                                         $ 6,002.4
$ 6,057.9
===============================================================================================================================


</TABLE>

Participating  life  insurance  policies  under  generally  accepted  accounting
principles  represent  approximately  11% and 12% of the total  individual  life
insurance  in force at December 31, 1996 and 1995,  respectively.  Participating
policies represented  approximately 40% of life premium income for both 1996 and
1995. The amount of dividends to be paid is determined  annually by the Board of
Directors.
<PAGE>

4. Employees' and Agents' Benefit Plans:

The  Company  has  a  noncontributory  defined  benefit  pension  plan  covering
substantially all employees. Company contributions to the employee plan are made
annually in an amount  between the minimum ERISA required  contribution  and the
maximum  tax-deductible  contribution.  Contributions made to the Plan were $2.4
million in 1996 and $2.2 million in 1995. The net periodic  pension cost was $.6
million  and $1.6  million  for the  year  ended  December  31,  1996 and  1995,
respectively.  This  includes  service  cost of $3.5  million  and $.8  million,
interest  cost of $1.4  million and $1.3  million,  and return on plan assets of
$4.3  million  and $.5 million  for the year ended  December  31, 1996 and 1995,
respectively.

The following  benefit  information for the employees'  defined benefit plan was
determined  by outside  actuaries as of January 1, 1996 and 1995,  respectively,
the most recent actuarial valuation dates.

<TABLE>
<S>                                             <C>                 <C>

                                                    1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Actuarial  present value of accumulated  benefits for the  employees'  defined
    benefit plan:
      Vested                                    $  20.1             $   18.2
      Nonvested                                      .2                   .2
- -----------------------------------------------------------------------------
                                                $  20.3             $   18.4
- -----------------------------------------------------------------------------
  Related net assets available for plan
    benefits                                    $  28.8             $   25.1
- ------------------------------------------------------------------------------
</TABLE>

The  Company  has a  defined  contribution  plan  covering  employees  who  have
completed one full calendar year of service.  Annual  contributions  are made by
the  Company in amounts  based upon the  Company's  financial  results.  Company
contributions  to the plan  during  1996 and 1995  were  $1.7  million  and $1.2
million, respectively.

<PAGE>



NOTES TO FINANCIAL STATEMENTS (continued)

The Company has a defined  contribution  pension plan and a 401(k) plan covering
substantially  all of the agents,  except general  agents.  Contributions  of 3%
defined commissions (plus 3% for commissions over the Social Security wage base)
are made to the  pension  plan.  An  additional  contribution  of 3% of  defined
commissions are made to a 401(k) plan. Company contributions  expended for these
plans for 1996 and 1995 were $612,000 and $606,000, respectively.

The funds for all plans are held by the Company under deposit administration and
group annuity contracts.

The  Company  also  provides  certain  health care and life  insurance  benefits
(postretirement  benefits) for retired employees and certain agents  (retirees).
Substantially  all employees and agents may become eligible for such benefits if
they reach retirement age while working for the Company.

The net periodic  postretirement  benefit cost was $956,000 and $986,000 for the
year ended December 31, 1996 and 1995, respectfully.  This includes service cost
of $255,000 and $253,000,  interest cost of $645,000 and $688,000,  amortization
of unrecognized loss of $56,000 and $45,000 for the year ended December 31, 1996
and 1995, respectively.


Accrued postretirement benefits as of December 31 were as follows:

<TABLE>
<S>                                             <C>                 <C>
                                                   1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Accumulated postretirement benefit obligation (APBO):
    Retirees and their dependents               $   4.6             $    5.6
    Active employees fully eligible to retire
      and receive benefits                          2.6                  2.4
    Active employees not fully eligible             2.7                  1.3
    Unrecognized loss                              (1.0)                (1.5)
- -----------------------------------------------------------------------------
  Total APBO                                    $   8.9             $    7.8
- -----------------------------------------------------------------------------

</TABLE>

The assumed  discount rate used in determining the accumulated  postretire- ment
benefit was 7.25% and the assumed  health care cost trend rate was 10% graded to
6% over 50 years.  Compensation  rates were  assumed to increase 6% at each year
end.  The health  coverage  for  retirees  and 65 and over is capped in the year
2000.  The health care cost trend rate  assumption  has an effect on the amounts
reported.  An  increase  in the  assumed  health  care cost  trend  rates by one
percentage   point  would  increase  the  accumulated   postretirement   benefit
obligation  as of December 31, 1996 by $178,000  and  increase  the  accumulated
postretirement benefit cost for 1996 by $77,000.

5.  Federal Income Taxes:

A  reconciliation  of the  income  tax  attributable  to  continuing  operations
computed at U.S. federal  statutory tax rates to the income tax expense included
in the statement of operations follows:

<TABLE>
<S>                                             <C>                 <C>

  for years ended December 31, 1996 and 1995       1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Income tax computed at statutory tax rate     $  30.3             $   27.4
    Bond discount accrual and investment           (4.0)                (4.0)
    Mutual company differential earnings amount     7.5                  3.4
    Other                                            .6                  5.9
- -----------------------------------------------------------------------------
  Federal income tax                            $  34.4             $   32.7
- -----------------------------------------------------------------------------

</TABLE>

The  components of the provision for income taxes on earnings  included  current
tax  provisions of $32.6  million and $25.7 million for the year ended  December
31, 1996 and 1995,  respectively,  and  deferred tax expense of $1.8 million and
$7.0 million for the year ended December 31, 1996 and 1995, respectively.

<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)

Deferred income tax assets (liabilities):
<TABLE>
<S>                                             <C>                 <C>
                                                   1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Deferred policy acquisition costs             $(110.9)            $ (104.5)
  Investments                                     (8.1)               (16.6)
  Insurance liabilities                           139.0                132.5
  Unrealized appreciation of securities           (11.2)               (28.6)
  Other                                            (4.9)                 5.5
- -----------------------------------------------------------------------------
  Deferred income tax assets (liabilities)      $   3.9             $  (11.7)
- -----------------------------------------------------------------------------

</TABLE>

Federal  income  taxes paid were $39.0  million  and $18.2  million for 1996 and
1995, respectively.

6.  Reinsurance:

The Company is a party to various reinsurance  contracts under which it receives
premiums as a reinsurer and reimburses the ceding  companies for portions of the
claims  incurred.  At December 31, 1996 and 1995, life  reinsurance  assumed was
approximately 67% and 65%, respectively, of life insurance in force.

The Company cedes that portion of the total risk on an individual life in excess
of $1,000,000.  For accident and health and disability policies, the Company has
established  various  limits of coverage it will retain on any one policy  owner
and cedes the remainder of such coverage.

Certain statistical data with respect to reinsurance follows:

<TABLE>
<S>                                             <C>                 <C>

  for years ended December 31, 1996 and 1995       1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Direct statutory premiums                     $ 353.1             $  352.3
  Reinsurance assumed                             214.8                209.7
  Reinsurance ceded                               109.8                103.8
- -----------------------------------------------------------------------------
  Net premiums                                    458.1                458.2
- -----------------------------------------------------------------------------
  Reinsurance recoveries                        $  73.5             $   77.3
- -----------------------------------------------------------------------------
</TABLE>


The Company  accounts for all  reinsurance  agreements  as transfers of risk. If
companies  to which  reinsurance  has been ceded are unable to meet  obligations
under  the  reinsurance  agreements,  the  Company  would  remain  liable.  Five
reinsurers  account for  approximately  64% of the  Company's  December 31, 1996
ceded reserves for life and accident and health insurance. The remainder of such
ceded reserves is spread among numerous reinsurers.

7. Surplus Notes and Lines of Credit:

On February 16, 1996, the Company issued $75 million of Surplus Notes, due March
30, 2026.  Interest is payable  semi-annually on March 30, and September 30 at a
7.75% annual  rate.  Any payment of interest on or principal of the Notes may be
made only with the prior approval of the Commissioner of the Indiana  Department
of Insurance.  The Surplus Notes may not be redeemed at the option of AUL or any
holder of the Surplus  Notes.  Interest paid during 1996 was $3.6  million.  The
Company has available a $125 million committed credit facility.  No amounts have
been drawn as of December 31, 1996.

8. Commitments and Contingencies:

Various  lawsuits have arisen in the ordinary course of the Company's  business.
In each of the matters,  the Company  believes the ultimate  resolution  of such
litigation  will not result in any  material  adverse  impact to  operations  or
financial condition of the Company.

<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)

9. Statutory Information:

The  Company  and  its  affiliate,   State  Life,  prepare  statutory  financial
statements in accordance with accounting  principles and practices prescribed or
permitted  by  the  Indiana  Department  of  Insurance.   Prescribed   statutory
accounting practices (SAP) currently include state laws, regulations and general
administrative  rules  applicable  to all insurance  enterprises  domiciled in a
particular  state,  as well as practices  described in National  Association  of
Insurance Commissioners'(NAIC) publications.

A reconciliation of SAP surplus to GAAP surplus at December 31 follows:

<TABLE>
<S>                                             <C>                 <C>

  for years ended December 31, 1996 and 1995       1996 (in millions)   1995
- -----------------------------------------------------------------------------
  SAP Surplus                                   $ 407.9             $  309.1
  Deferred policy acquisition costs               362.7                343.2
  Adjustments to policy reserves                 (278.3)              (285.0)
  Asset valuation and interest maintenance
     reserves                                     106.4                105.2
  Unrealized gain on invested assets               17.4                 49.9
  Surplus notes                                   (75.0)                ----
  Deferred income taxes                            16.8                 15.6
  Other, net                                       14.9                 10.9
- -----------------------------------------------------------------------------
  GAAP surplus                                  $ 572.8             $  548.9
- -----------------------------------------------------------------------------

</TABLE>


A  reconciliation  of SAP net  income to GAAP net  income  for the  years  ended
December 31 follows:

<TABLE>
<S>                                             <C>                 <C>

 for years ended December 31, 1996 and 1995       1996 (in millions)   1995
- -----------------------------------------------------------------------------
  SAP Income                                    $  51.4             $   44.2
  Deferred policy acquisition costs                19.5                 20.1
  Adjustments to policy reserves                  (15.0)               (10.7)
  Deferred income taxes                            (1.5)                (6.7)
  Other, net                                       (2.3)                (1.3)
- -----------------------------------------------------------------------------
  GAAP net income                               $  52.1             $   45.6
- -----------------------------------------------------------------------------

</TABLE>

Life insurance  companies are required to maintain  certain amounts of assets on
deposit with state regulatory authorities. Such assets had an aggregate carrying
value of $4.5 million at December 31, 1996.
<PAGE>

10. Fair Value of Financial Instruments:

The disclosure of fair value  information  about certain  financial  instruments
based  primarily  on  quoted  market  prices.  The  fair  values  of  short-term
investments  and accrued  investment  income  approximate  the carrying  amounts
reported in the balance  sheets.  Fair values for fixed  maturity set and equity
securities, and surplus notes are based on quoted market prices where available.
For fixed  maturity  securities not actively  traded,  fair values are estimated
using values  obtained  from  independent  pricing  services,  or in the case of
private  placements,  are estimated by  discounting  expected  future cash flows
using a current market rate applicable to the yield, credit quality and maturity
of the investments.

The fair  value of the  aggregate  mortgage  loan  portfolio  was  estimated  by
discounting  the future cash flows using  current  rates at which  similar loans
would be made to borrowers with similar credit ratings for similar maturities.

The estimated fair values of the liabilities for policyholder  funds approximate
the  statement  values  because  interest  rates  credited  to account  balances
approximate  current rates paid on similar  funds are not  generally  guaranteed
beyond one year. Fair values for other insurance reserves are not required to be
disclosed.  However, the estimated fair values for all insurance liabilities are
taken into  consideration in the Company's  overall  management of interest rate
risk, which minimizes  exposure to changing  interest rates through the matching
of investment  maturities with amounts due under insurance  contracts.  The fair
values of certain financial instruments along with their corresponding  carrying
values at December 31, 1996 and 1995 follows.


<TABLE>
<S>                             <C>                 <C>              <C>                <C>

- ---------------------------------------------------------------------------------------------------
                                          1996         (in millions)               1995
                               Carrying                Fair             Carrying           Fair
                                Amount                 Value             Amount            Value
- ---------------------------------------------------------------------------------------------------
Fixed maturity securities:
  Available for sale            $1,593.4            $1,593.4         $ 1,628.8          $ 1,628.8
  Held to Maturity               3,013.6             3,144.6           2,982.4            3,255.6
Equity securities                   15.2                15.2              19.0               19.0
Mortgage loans                   1,114.6             1,186.3           1,124.7            1,229.1
Policy loans                       143.5               143.5             141.6              141.6
Surplus notes                       75.0                73.0              ---                ----
- -------------------------------------------------------------------------------------------------
</TABLE>
    
<PAGE>
   

           LIFE AND ACCIDENT AND HEALTH COMPANIES-ASSOCIATION EDITION


                               QUARTERLY STATEMENT
                               as of June 30, 1997

                       OF THE CONDITION AND AFFAIRS OF THE

                     AMERICAN UNITED LIFE INSURANCE COMPANY

 NAIC Group Code: 0619 NAIC Company Code: 60895 Employer's ID Number: 35-0145825

       Organized under SPECIAL ACT OF UNITED STATES CONGRESS, made to the

                      INSURANCE DEPARTMENT OF THE STATE OF

                          Pursuant to the Laws Thereof
<TABLE>
<S>                                           <C> 

Incorporated..................................................................................November 7, 1877
Commenced Business............................................................................November 7, 1877
Reincorporated........................................November 29, 1933 under the Laws of the State of Indiana
Statutory Home Office.........................................One American Square, Indianapolis, Indiana 46204
Main Administrative Office.......................One American Square Indianapolis, Indiana 46204 (317)263-1877
Mail Address.....................................................P.O. Box 368 Indianapolis, Indiana 46206-0368
Primary Location of Books and Records. ....... . One American Square Indianapolis, Indiana 46204 (317)263-1877
Annual Statement Contact................................................Catherine B. Husman, FSA (317)263-1877 ext 1685
</TABLE>

                                    OFFICERS
Jerry Doran Semler, Chairman of the Board, President and Chief Executive Officer
<TABLE>
    <S>                                       <C>                                          <C>

    Ray Stephen Radcliffe, FSA                  Jerry Lee Plummer                           William Russell Brown
      Executive Vice President                    Senior Vice President                       General Counsel and Secretary
    John Hardin Barbre                          George David Sapp                           Jack E Hufford
      Senior Vice President                       Senior Vice President                       Treasurer
    Charles David Lineback                      James Patrick Shanahan                      Catherine Bigot Husman, FSA
      Senior Vice President                       Senior Vice President                       Vice President and Chief Actuary
    James William Murphy                        Gerald Thomas Walker                        Scott Alex Kincaid
      Senior Vice President                       Senior Vice President                       VP and Chief Information Officer
                                                                                            Larry Sweany
                                                                                               Controller

                              DIRECTORS OR TRUSTEES

    Jerry Doran Semler, Chairman                Otto Nicholas Frenzel III                   Thomas Edward Reilly, Jr.
    Steven Claus Beering, M.D.                  David William Goodrich                      William Ray Riggs
    Arthur Lee Bryant, FSA                      William Patrick Johnson                     Yvonne Hawrany Shaheen
    James Milton Cornelius                      James Thomas Morris                         Frank Dilling Walker
    James Earl Dora                             Ray Stephen Radcliffe, FSA
</TABLE>

State of Indiana
County of Marion

Jerry D. Semler,  Chairman of the Board,  President and Chief Executive Officer,
and Larry Sweany,  Controller,  of the American  United Life Insurance  Company,
being  duly  sworn  each for  himself  deposes  and says that they are the above
described  officers of the said  insurer and that on the  thirtieth  day of June
1997, all of the herein described assets were the absolute  property of the said
insurer  free and  clear  from any  liens or  claims  thereon,  except as herein
stated,  and that this  statement is a full and true statement of all the assets
and  liabilities  and of the condition and affairs of the said insurer as of the
thirtieth day of June 1997, and of its income and deductions therefrom for the 6
months ended on that date, according to the best of their information, knowledge
and belief, respectively.

This  statement  is to be  subscribed  and  sworn  to by two  of  the  Company's
Executive  Officers and a statement of actuarial  opinion as  prescribed  by the
instructions  of the annual  statement  is to be  subscribed  and sworn to by an
actuary. Show titles of officers.
<TABLE>
<S>                                           <C>                                 <C>                        <C> 

\s\ Jerry D. Semler                             \s\ Catherine B. Husman            \s\Larry Sweany
Chairman of the Board                           Vice President &                      Controller
President and Chief Executive Officer           Chief Actuary

Subscribed and sworn to before me this 5th day of August 1997          (A) Is this an original filing        Yes (X)  No( )
\s\ Rita M. Gentry                                             (B) If no: (i) state the amendment no. _____
Rita M. Gentry, County of Residence: Marion                                  (ii) Date filed                        _____
Notary public Commission expires May 25, 2001                       (iii) number of paper attached ____
</TABLE>





                          STATEMENT AS OF JUNE 30,1997
                                     OF THE
                     American United Life Insurance Company
                                     ASSETS

                                        Current Statement Date

<TABLE>
<S>                             <C>               <C>                   <C>                 <C>                   <C> 

                                   1                   2                      3                  4                  5
                                                                                                                  December 31
                                                                                             Net Admitted Assets  Prior Year Net

                                Ledger Assets      Non-Ledger Assets     Asset not Admitted    (Cols. l+2-3)      Admitted Assets
Admitted Assets
1.   Bonds (Less $..liability for
     asset transfers with put 
     options)...................4,287,885,441..................................................4,287,885,441......4,303,935,308
2.   Stocks:
    2.1 Preferred stocks. ..........3,318,780.......................................... ...........3,318,780..........3,329,440
    2.2 Common stocks..............37,410,141.....................................................37,410,141 .........7,671,445
3.    Mortgage loans on real estate:
    3.1 First liens.............1,073,416,360..................................................1,073,416,360......1,076,204,168
    3.2 Other than first liens................................................................................................
4.  Real estate:
    4.1 Properties occupied by the company (less
     $............encumbrances)....32,419,697............................................... .....32,419,697.........32,519,338
    4.2 Properties acquired in satisfaction of debt (less
     $............encumbrances).....6,895,972......................................................6,895,972..........3,010,724
    4.3. Investment real estate (less
     $............encumbrances)....42,753,863.....................................................42,753,863.........43,385,989
5.  Policy loans..................120,611,367....................................................120,611,367........121,679,425
6.  Premium notes, including $ ..................
    for first year premiums...................................................................................................
7.  Collateral loans.........................................................................................................
8.  Cash ($.....(8,303,709) )and short-term
    investments ($.15,080,000)......6,776,291......................................................6,776,291.........56,818,050
9.  Other invested assets..........39,136,246.....................................................39,136,246.........37,564,840
10. Aggregate write-ins for invested
    assets.........................14,740,925.....................................................14,740,925.........15,928,607
11. Subtotals, cash and invested assets 
    (Lines 1 to ................5,665,365,084.............................................(a)..5,665,365,084......5,702,047,334
12. Reinsurance ceded:
    12.1 Amounts recoverable from reinsures........4,093,437.......................................4,093,437..............(299)
    12.2 Commissions and expense allowances due....1,217,674.......................................1,217,674............929,302
    12.3 Experience rating and other refunds due...............................................................................
13. Electronic data processing 
    equipment......................11,829,757............................3,822,569.................8,007,187..........8,644,813
14. Federal income tax recoverable.............................................................................................
15. Life insurance premiums and annuity
    considerations deferred and uncollected on in
    force (Less premiums on reinsurance ceded
    and less $.....1,879,042 loading).............56,737,736......................................56,737,736.........48,593,271
16. Accident and health premiums due and
    unpaid........................................15,031,248......................................15,031,248.........15,489,951
17. Investment income due and
    accrued.......................................80,478,086......................................80,478,086.........77,148,500
18. Net adjustment in assets and liabilities due to
    foreign exchange rates.....................................................................................................
19. Receivable from parent, subsidiaries and
    affiliates.................................................................................................................
20. Amounts receivable relating to uninsured accident
    and health plans...........................................................................................................
21. Other assets nonadmitted.......12,430,830...........................12,430,830.............................................
22. Aggregate write-ins for other than invested
    assets.........................41,063,209.......1,003,136............3,877,447................38,188,898.........47,267,781
23. Total assets excluding Separate Accounts
    Business (Lines 11 to 23)...5,730,688,879.....158,561,316...........20,130,846.............5,869,119,350......5,900,120,653
24. From Separate Accounts
    Statement...................1,368,071,563..................................................1,368,071,563......1,078,742,955
25. Total (Lines 23 and 24).....7,098,760,442.....158,561,316............20,130,846............7,237,190,913......6,978,863,608
    DETAILS OF WRITE-INS


<PAGE>


1001. Securities receivable.......14,740,925......................................................14,740,925.........15,928,607
1002...........................................................................................................................
1003...........................................................................................................................
1098. Summary of remaining write-ins for Line 10 from
      overflow page............................................................................................................
1099. Totals (Lines 1001 thru 1003 plus 1098)
      (Line 10 above).............14,740,925......................................................14,740,925.........15,928,607
2201. Reinsurance accounts
      receivable..................30,792,093........806,662.......................................31,598,755.........40,666,127
2202. State ins guarantee fund assess
      rec..........................6,393,669.......................................................6,393,669..........6,586,289
2203. Miscellaneous Group Income
      accrued.......................................196,474..........................................196,474.............15,365
2298. Summary of remaining write-ins for Line 22 from
      overflow page................3,877,447...............................3,877,447...........................................
2299. Totals (Lines 2201 thru 2203 plus 2298)
      (Line 22 above).............41,063,209.......1,003,136...............3,877,447..............38,188,898.........47,267,781
(a) Includes $.................388,386 investments in parent, subsidiaries and affiliates.

</TABLE>

<PAGE>



   STATEMENT AS OF JUNE 30,1997 OF THE American United Life Insurance Company

                      LIABILITIES, SURPLUS AND OTHER FUNDS

<TABLE>
<S>                                                                               <C>                        <C>

                                                                                      1                            2
                                                                                    Current                   December 31
                                                                                    Statement Date            Prior Year     
- ---------------------------------------------------------------------------------------------------------------------------------
1.  Aggregate reserve for life policies and contracts $..4,963,661,052 less $
    included in Line 7.3 (including $........................  Modco Reserve)........4,963,661,052..........5,038,731,624
2.  Aggregate reserve for accident and health policies
   (including $ ...Modco Reserve)......................................................116,726,026.............84,047,607
3.  Supplementary contracts without life contingencies (including $..Modco
    Reserve).............................................................................1,694,554...............1,830,721
4.  Policy and contract claims:
     4.1 Life...........................................................................36,421,111..............39,129,522
     4.2 Accident and health............................................................56,094,408..............53,456,864
5.  Policyholders' dividend and coupon accumulations....................................59,724,999..............59,756,505
6.  Policyholders' dividends $.1,974,971 and coupons$...due and unpaid...................1,974,971...............2,310,276
7.  Provision for policyholders' dividends and coupons payable in following calendar year - estimated  
     amounts:
     7.1  Dividends apportioned for payment to December 31, 1997........................18,275,271..............17,996,904
     7.2  Dividends not yet apportioned..................................................2,299,015...............2,417,404
     7.3  Coupons and similar benefits....................................................................................
8.   Amount provisionally held for deferred dividend policies not incldued in Line 7.......................................
9.  Premiums and annuity considerations received in advance less $ ....discount; including
     $............................... 1,775 accident and health premiums...................376,302................ 271,251
10.  Liability for premium and other deposit funds:
      10.1 Policyholder premiums, including $...deferred annuity liability...............2,517,603...............2,544,378
      10.2 Guaranteed interest contracts including $.....deferred annuity liability.......................................
      10.3 Other contract deposit funds, including $.....29,040,306 deferred annuity
           liability....................................................................37,991,701..............36,326,162
11.  Policy and contract liabilities not included elsewhere:
       11.1 Surrender values on canceled policies..........................................618,959.................779,703
       11.2 Provision for experience rating refunds, 
            including $.accident and health experience rating refunds.....................................................
       11.3 Other amounts payable on reinsurance assumed...............................(3,415,628)........................
       11.4 Interest maintenance reserve................................................26,215,362..............25,778,475
12.  Commissions to agents due or accrued-life and annuity 
            $2,225,139 accident and health $....................790,566..................3,015,705...............2,153,464
12A. Commissions and expense allowances payable on reinsurance
            assumed......................................................................2,079,814...............1,142,197
13.  General expenses due or accrued.....................................................1,371,905...............1,371,905
13A. Transfers to Separate Accounts due or accrued (net) (including $............
           (51,054,828) accrued for expense allowances recognized in reserves).........(51,292,476)............(40,141,291)
14.  Taxes, licenses and fees due or accrued, excluding federal income taxes.............10,867,879.............11,005,820
14A  Federal income taxes due or accrued, including $.on capital gains 
     (excluding deferred taxes)...........................................................5,189,556..............9,438,705
15.  "Cost of collection"' on premiums and annuity considerations deferred and
     uncollected in excess of total loading  thereon......................................2,839,925..............2,004,056
16.  Unearned investment income...........................................................2,852,838..............2,853,678
17.  Amounts withheld or retained by company as agent or trustee.........................18,206,063.............15,289,169
18.  Amounts held for agents' account including $..2,312,195 agents' credit balances......2,312,195..............2,267,239
19.  Remittances and items not allocated.................................................35,352,395.............31,265,448
20.  Net adjustment in assets and liabilities due to foreign exchange rates...............................................
21.  Liability for benefits for employees and agents if not included above................................................
22.  Borrowed money $....... and interest thereon $............................unpaid.....................................
24.  Miscellaneous liabilities:
       24.1 Asset valuation reserve......................................................73,020,834.............73,352,970
       24.2 Reinsurance in unauthorized companies....................... ...................200,843................400,674
       24.3 Funds held under reinsurance treaties with unauthorized einsurer..............1,460,792..............1,308,829
       24.4 Payable to parent, subsidiaries and affiliates................................................................
       24.5 Drafts outstanding...............................................................13,153...............(276,634)
       24.6 Liability for amounts held under uninsured accident and health plans..........................................
       24.7 Funds held under coinsurance..................................................................................
<PAGE>

25.  Aggregate write-ins for liabilities .................................................33,594,712.............33,494,208
26.  Total Liabilities excluding Separate Accounts business (Lines 1 to 25)............5,462,261,840..........5,512,307,833
27.  From Separate Accounts Statement..................................................1,368,071,563..........1,078,742,955
28.  Total Liabilities (Lines 26 and 27)...............................................6,830,333,403..........6,591,050,788
29.  Common capital stock..................................................................................................
30.  Preferred capital stock...............................................................................................
31.  Aggregate write-ins for other than special surplus funds..............................................................
32.  Surplus notes........................................................................75,000,000.............75,000,000
34.  Aggregate write-ins for special surplus funds.........................................................................
35.  Unassigned funds (surplus)..........................................................331,857,510............312,812,820
36.  Less treasury stock, at cost:
       (1) ................shares common (value included in Line 29 $........................)..............................
       (2) ................shares preferred (value included in Line 30 $.......................)............................
37.  Surplus (total Lines 31 + 32 + 33 + 34 + 35- 36) (including $...
     in Separate Accounts Statement).....................................................406,857,510............387,812,820
38.  Totals of Lines 29, 30 and 37.......................................................406,857,510............387,812,820
39.  Totals of Lines 28 and 38.........................................................7,237,190,913..........6,978,863,608
               DETAILS OF WRITE-INS
2501.  Accounts payable....................................................................7,611,474..............9,207,266
2502.  Amounts due reinsures..............................................................16,176,925.............14,454,817
2503.  Reserve for unclaimed funds...........................................................200,139................217,738
2598.  Summary of remaining write-ins for Line 25 from overflow page.......................9,606,175..............9,614,387
2599.  Totals (Lines 2501 thru 2503 plus 2598)(Line 25 above).............................33,594,712.............33,494,208
3101.......................................................................................................................
3102.......................................................................................................................
3103.......................................................................................................................
3198.  Summary of remaining write-ins for Line 31 from overflow page.......................................................
3199.  Totals (Lines 3101 thru 3103 plus 3198)(Line 31 above)..............................................................
3401.......................................................................................................................
3402.......................................................................................................................
3403.......................................................................................................................
3498. Summary of remaining write-ins for Line 34 from overflow page.........................................................
3499. Totals (Lines 3401 thru 3403 plus 3498)(Line 34 above)................................................................

</TABLE>

<PAGE>


   STATEMENT AS OF JUNE 30,1997 OF THE American United Life Insurance Company
                              SUMMARY OF OPERATIONS
                 (Excluding Unrealized Capital Gains and Losses)

<TABLE>
<S>                                                                   <C>                     <C>              <C>
                                                                           1                      2                  3

                                                                        Current Year          Prior Year       Prior Year Ended
                                                                         To Date              Year to Date      December 31

1.   Premiums and annuity consideration...............................220,109,053.............215,109,735........425,488,077
1A.  Deposit-type funds...............................................293,230,324.............258,409,176........537,242,735
2.   Considerations for supplementary contracts with life
     contingencies...................... ..................................38,347..................85,071............160,426
3.   Considerations for supplementary contracts without life
     contingencies and dividend accumulations..............................47,219..................37,997.............39,426
3A.  Coupons left to accumulate at interest..................................................................................
4.   Net investment income (includes $ ... equity in undistributed
     income or loss of subsidiaries)..................................220,291,924.............223,441,998.........448,627,558
4A.  Amortization of interest maintenance reserve (IMR).................2,031,083...............1,483,280...........3,367,820
4B.  Net gain from operations from Separate Accounts Statement................................................................
5.   Commissions and expenses ceded.....................................6,577,797...............6,654,240..........12,586,492
5A.  Reserve adjustments on reinsurance ceded...........................1,489,326...............1,227,551...........2,566,330
6.   Aggregate write-ins for miscellaneous income.......................2,010,769...............1,043,587............2,649,798
7.   Totals (Lines 1 to 6)............................................745,825,841.............707,492,635........1,432,728,663
8.   Death benefits....................................................64,144,842..............64,899,005..........122,653,076
9.   Matured endowments (excluding guaranteed annual pure
     endowments)..........................................................370,613.................345,895..............860,327
10.  Annuity benefits..................................................48,652,698..............47,714,721...........96,514,839
11.  Disability benefits and benefits under accident and health
     policies..........................................................38,163,104..............33,174,904...........71,435,992
11A. Coupons, guaranteed annual pure endowments and similar
     benefits.................................................................................................................
12.  Surrender benefits and other fund withdrawals....................325,438,669.............295,672,482..........608,245,645
13.  Group conversions......................................................7,847...................5,806...............11,489
14.  Interest on policy or contract funds...............................2,142,870...............3,107,321............6,289,171
15.  Payments on supplementary contracts with life
     contingencies........................................................219,489.................165,581..............361,424
16.  Payments on supplementary contracts without life contingencies and of dividend
     accumulations........................................................238,352.................287,755..............493,379
16A. Accumulated coupon payments..............................................................................................
17.  Increase in aggregate reserves for life and accident and health 
     policies and contracts...........................................(42,392,154)............(44,984,518).........(76,383,555)
17A. Increase in liability for premium and other deposit funds. .........(921,635)..............1,001,596.............2,488,128
18.  Increase in reserve for supplementary contracts without life contingencies and for dividend
      and coupon accumulation............................................(136,167)..............(193,221).............(360,916)
19.  Totals (Lines 8 to 18)............................................435,928,528...........401,197,327............832,608,999
20.  Commissions on premiums and annuity considerations (direct business
     only)..............................................................27,458,447............25,400,388.............51,010,048
21.  Commissions and expense allowances on reinsurance assumed..........19,879,088............17,308,662.............35,242,773
22.  General insurance expenses.........................................53,551,050............44,056,850.............95,822,094
23.  Insurance taxes, licenses and fees, excluding federal income
      taxes..............................................................5,218,566.............4,627,213..............8,092,695
24.  Increase in loading on and cost of collection in excess of loading
     on deferred and uncollected premiums..................................(75,120)...............58,616................466,801
24A. Net transfers to or (from) Separate Accounts.......................181,410,734..........176,444,161............309,402,914
25.  Aggregate write-ins for deductions................................(27,175,186).........(12,540,332)............(2,904,278)
26.  Totals (Lines 19 to 25)...........................................696,196,108...........656,552,885..........1,329,742,045
27.  Net gain from operations before dividends to policyholders 
     and before federal income taxes (Line 7 minus Line 26).............49,629,734............50,939,750............102,986,618
28.  Dividends to policyholders.........................................12,154,929............12,123,550.............22,230,819
29.  Net gain from operations after dividends to policyholders 
      and before federal income taxes (Line 27 minus Line 28)...........37,474,805............38,816,200.............80,755,799
30.  Federal income taxes incurred (excluding tax on capital
     gains).............................................................14,784,369............12,538,633.............28,219,209
31.  Net gain from operations after dividends to policyholders and
     federal income taxes and before realized capital gains or (losses)
     (Line 29 minus Line 30)............................................22,690,436............26,277,567.............52,536,590
<PAGE>

32.  Net realized capital gains or (losses) less capital gains tax
     and transferred to the IMR.........................................(2,323,015)..........(1,123,662).............(3,262,974)
33.  Net income (Line 31 plus Line 32)...................................20,367,421..........25,153,905..............49,273,616
                           CAPITAL AND SURPLUS ACCOUNT
34.  Capital and surplus, December 31, prior year.......................387,812,820.........289,363,821.............289,363,821
35.   Net income (Line 33)...............................................20,367,421..........25,153,905..............49,273,616
36.  Change in net unrealized capital gains or (losses).....................178,588...........1,742,834...............1,673,030
37.  Change in non-admitted assets and related items....................(2,033,287)..........(2,418,881).............(4,471,464)
38.  Change in liability for reinsurance in unauthorized companies..........199,831............(152,628)................(46,919)
39.  Change in reserve on account of change in valuation basis, 
    (increase) or decrease..........................................................................................(19,014,847)
40.  Change in asset valuation reserve......................................332,136..........(3,374,358).............(1,592,868)
41.  Change in treasury stock..................................................................................................
42.  Other changes in surplus in Separate Accounts Statement...................................................................
43.  Capital changes:
      a.  Paid in..............................................................................................................
      b. Transferred from surplus (Stock Dividend).............................................................................
      c. Transferred to surplus................................................................................................
44.  Surplus adjustment
      a.  Paid in..............................................................................................................
      b. Transferred to capital (Stock Dividend)...............................................................................
      c. Transferred from capital..............................................................................................
      d. Change in surplus as a result of reinsurance..........................................................................
45.   Dividends to stockholders................................................................................................
46.  Aggregate write-ins for gains and losses in surplus.....................................75,000,000..............72,628,452
47.  Net change in capital and surplus for the year (Lines 35 thru 46)....19,044,689.........95,950,872..............98,448,999
48.  Capital and surplus, as of statement date (Lines 34+ 47)............406,857,509........385,314,693.............387,812,820
      DETAILS OF WRITE-INS
0601. Miscellaneous income.................................................2,010,769..........1,043,587...............2,649,798
0602...........................................................................................................................
0603...........................................................................................................................
0698. Summary of remaining write-ins for Line 6 from overflow page...........................................................
0699. Totals (Lines 0601 thru 0603 plus 0698),(Line 6 above)...............2,010,769..........1,043,587...............2,649,798
2501. Liability gains (losses)subject to IMR amortization...................................(2,612,422).............(2,612,422)
2502. Reserve adjustments on reinsurance assumed........................(26,575,714)...........(6,485)...............(204,510)
2503. Transfer of health reserves...........................................(599,972).........(520,697).............(1,082,363)
2598. Summary of remaining write-ins for Line 25 from overflow page...... ...... 500........(9,400,728)................995,017
2599. Totals (Lines 2501 thru 2503 plus 2598)(Line 25 above).............(27,175,186)......(12,540,332).............(2,904,278)
4601. Issuance of surplus notes.............................................................75,000,000..............75,000,000
4602. Transfer to separate account for reserve revaluation.........................................................(1,361,473)
4603. APBO calculation error..................................................................................................
4698. Summary of remaining write-ins for Line 46 from overflow page ...............................................(1,010,074)
4699. Totals (Lines 4601 thru 4603 plus 4698)(Line 46 above)................................75,000.000..............72,628,453

</TABLE>

<PAGE>



    STATEMENT AS OF JUNE 30,1997 OF THE AmericanUnited Life Insurance Company

                                    CASH FLOW
<TABLE>
<S>                                                                               <C>                 <C>

                                                                                              1                  2
                                                                                      Current Year     Prior Year Ended
                            Cash for Operations                                        to Date         December 31

1.    Premiums and annuity considerations.........................................219,694,530............419,170,789
2.    Deposit-type funds..........................................................286,994,509............526,298,866
3.    Considerations for supplementary contracts with life
      contingencies....................................................................38,347................160,426
4.    Considerations for supplementary contracts without life contingencies and
       dividend accumulations..........................................................47,219.................39,425
5.    Coupons left to accumulate at interest........................................................................
6.    Net investment income.......................................................219,564,247............455,471,134
7.    Commissions and expense allowances on reinsurance ceded.......................8,069,263.............13,906,271
8.    Aggregate write-ins for miscellaneous
      income......................................................................25,576,296...............3,556,563
9.    Total (Lines 1 to 8)............................................ ..........759,984,411...........1,418,603,474
10.   Death benefits..............................................................69,145,866.............122,253,453
11.   Matured endowments.............................................................370,613.................860,327
12.   Annuity benefits............................................................48,699,137..............96,620,686
13.   Disability benefits and benefits under accident and health
      policies....................................................................37,277,957..............63,819,047
14.   Coupons, guaranteed annual pure endowments and similar
      benefits......................................................................................................
15.   Surrender benefits and other fund withdrawals..............................325,553,014.............608,898,269
16.   Group conversions................................................................7,847..................11,489
17.   Interest on policy or contract funds.........................................2,163,120...............6,177,620
18.   Payments on supplementary contracts with life contingencies....................221,158.................359,756
19.   Payments on supplementary contracts without life contingencies and
       dividend accumulations........................................................238,972.................494,626
20.   Accumulated coupon payments...................................................................................
21.   Total (Lines 10 to 20).....................................................483,677,684.............899,495,273
22.   Commissions on premiums and annuity considerations..........................26,596,206..............51,254,194
23.   Commissions and expense allowances on reinsurance assumed...................18,941,472..............34,836,980
24.   General insurance expenses..................................................53,551,050..............95,573,946
25.   Insurance taxes, licenses and fees, excluding federal income taxes...........6,017,700...............9,396,880
26.   Net transfers to or (from) Separate Accounts...............................192,561,919..............328,677,755
27.   Aggregate write-ins for deductions............................................2,907,441...............4,625,125
28.   Total (Lines 21 to 27)......................................................784,253,471...........1,423,860,153
29.   Dividends paid to policyholders..............................................12,330,256..............20,963,866
30.   Federal income taxes (excluding tax on capital gains)........................19,033,518..............34,103,028
31.   Total (Lines 28 to 30)......................................................815,617,245...........1,478,927,047
32.   Net cash from operations (Line 9 minus Line 31).............................(55,632,834)...........(60,323,573)
                            Cash from Investments
33.   Proceeds from investments sold, matured or repaid:
      33.1 Bonds...................................................................236,374,132............589,808,355
      33.2 Stocks...................................................................29,663,112..............28,610,205
      33.3 Mortgage loans...........................................................45,929,528............171,820,125
      33.4 Real estate.................................................................482,627..............3,065,091
      33.5 Collateral loans..........................................................................................
      33.6 Other invested assets...........................................................................15,305,387
      33.7 Net gains or (losses) on cash and short -term investments.....................(123)...................(77)
      33.8 Miscellaneous proceeds....................................................1,187,682.......................
      33.9 Total investment proceeds (Lines 33.1 to 33.8)...........................13,636,958.............808,609,087
34.   Net tax on capital gains (losses)..............................................(885,919)...............3,670,335
35.   Total (Line 33.9 minus Line 34)..............................................314,522,877.............804,938,752
<PAGE>

36.   Cost of investments acquired (Long-term only):
      36.1 Bonds...................................................................213,651,217.............619,035,335
      36.2 Stocks...................................................................58,559,000..............19,053,279
      36.3 Mortgage loan............................................................52,456,149.............158,974,250
      36.4 Real estate...............................................................1,401,447...............4,640,692
      36.5 Collateral loans...........................................................................................
      36.6 Other invested assets....................................................1,578,840...............28,920,874
      36.7 Miscellaneous applications........................................................................2,649,278
      36.8 Total investments acquired (Lines 36.1 to 36.7)........................327,646,653..............833,273,708
37.   Net increase (or decrease) in policy loans and premium notes................(1,068,058)................1,396,227
38.   Net cash from investments (Line 35 minus Line 36.8 minus (plus) Line 37)...(12,055,717)..............(29,731,183)
                            Cash from Financing and Miscellaneous Sources
39.   Cash provided:
      39.1 Surplus notes, capital and surplus paid in........................................................75,000,000
      39.2 Borrowed  money $..................  less amounts repaid $..................................................
      39.3 Other cash provided.....................................................20,681,259................26.642,878
      39.4 Total other cash provided (Lines 39.1 to 39.3)..........................20,681,259...............101,642,878
40.   Cash applied:
      40.1 Dividends to stockholders paid...............................................................................
      40.2 Interest on indebtedness.....................................................................................
      40.3 Other applications (net).................................................3,034,467.................26,979,594
      40.4 Total (Lines 40.1 and 40.3)..............................................3,034,467.................26,979,594
41.   Net cash from financing and  miscellaneous sources (Line 39.4 minus Line 41)..7,646,792.................74,663,284

               RECONCILIATION OF CASH AND SHORT-TERM INVESTMENTS

42.   Net change in cash and short term investments (Line 32,  plus Line 38, plus Line
      40.4)......................................................................(50,041,759)...............(15,391,472)
43.   Cash and short-term investments:
      43.1 Beginning of year.......................................................56,818,050................72,209,522
      43.2 End of period (Line 42 plus Line 43.1)...................................6,776,291................56,818,050

      DETAILS OF WRITE-INS


0801.   Miscellaneous income........................................................1,829,660.................2,634,433
0802.   Transfers of health reserves..................................................599,972...................884,687
0803.   Reserve adjustment on reinsurance assumed..................................23,146,664....................37,443
0898.   Summary of remaining write-ins for Line 08 from overflow page..................................................
0899.   Totals (Lines 0801 thru 0803 plus 0898) ( Line 08 above)...................25,576,296.................3,556,563
2701.   Miscellaneous interests.....................................................2,906,941.................3,630,108
2702.   Fines and penalties...............................................................500.......................289
2703.   Group marketing service fee.............................................................................994,728
2798.   Summary of remaining write-ins for Line 27 from overflow page..................................................
2799.   Totals (Lines 2701 thru 2703 Plus 2798) (Line 27 above).....................2,907,441..................4,625,125
</TABLE>





<PAGE>


    STATEMENT AS OF JUNE 30,1997 OF THE American United Life Insurance Company
                         RECONCILIATION OF LEDGER ASSETS
<TABLE>
<S>                                                                               <C>                       <C>
                                                                                     1                              2
                                                                                   Current                  Prior Year Ended
                                                                                   Year to Date               December 31
                     INCREASES IN LEDGER ASSETS

1.  Premiums on life policies and annuity considerations............................168,594,277................320,802,367
1A  Deposit-type funds..............................................................286,994,509................526,298,866
2.  Accident and health cash premiums, including $...policy, membership and other
    fees.............................................................................51,100,252.................98,368,422
3.  Considerations for supplementary contracts with life contingencies...................38,347....................160,426
4.  Considerations for supplementary contracts without life contingencies, including
    $..........disability................................................................47,219.....................39,426
5.  Dividends left with the company to accumulate at interest.............................................................
5A. Coupons left with the company to accumlate at interest................................................................
6.  Gross investment income.........................................................231,690,014................479,728,581
7.  Increase in capital and paid in or contributed surplus................................................................
8.  Borrowed money gross $ .... less amount repaid $......................................................................
9.  Commissions and expense allowances on reinsurance ceded...........................6,289,424.................12,384,884
9A. Reserve adjustments on reinsurance ceded..........................................1,779,838..................1,521,387
10. From sale or maturity of ledger assets............................................6,064,208.................15,982,297
11. By adjustment in book value of ledger assets........................................207,319..................2,010,188
12. Aggregate write-ins for increases in ledger assets...............................32,840,180................183,536,415
13. Total increases in Ledger Assets (Lines 1 through 12)...........................785,645,590..............1,640,833,259
                     DECREASES IN LEDGER ASSETS
14. Policy and contract claims:
    14.1 Life........................................................................69,516,479................123,113,779
    14.2 Accident and health.........................................................37,277,957.................63,819,049
15. For annuities with life contingencies, excluding payments 
    on supplementary contacts (including cash refundpayments)........................48,699,137.................96,620,686
16. Premium notes and liens voided by lapse, less $...............restorations............................................
17. Surrender benefits and other fund withdrawals...................................245,402,121................689,049,162
17A. Group conversions....................................................................7,847.....................11,489
17B. Interest on policy or contract funds.............................................2,163,120..................6,177,620
18.  Dividends to policyholders:
    18.1 Life insurance and annuities................................................11,221,142.................20,614,747
    18.2 Accident and health..........................................................1,109,114....................349,119
18A. Coupons, guaranteed annual pure endowments and similar benefits......................................................
19. Total Paid Policyholders........................................................415,396,918................999,755,651
20. Paid for claim on supplementary contracts:
    20.1 With life contingencies........................................................221,158....................359,756
    20.2 Without life contingencies.....................................................238,972....................494,626
    20.3 Total paid for claims an supplementary contracts (Lines 20.1 plus
          20.2).........................................................................460,129....................854,382
21. Dividends and interest thereon held on deposit disbursed..............................................................
21A. Coupons and interest thereon held on deposit disbursed...............................................................
22. Commissions to agents (direct business only):
    22.1 Life insurance and annuities, including $.......... 71,868 commuted 
         commissions..................................................................19,394,211.................38,029,253
    22.2 Accident and health, including $...............14,857 commuted
         commissions...................................................................7,201,995.................13,224,940
    22.3 Policy, membership and other fees retained by agents..............................................................
    22.4 Total commissions to agents (Lines 22.1 through 22.3)........................26,596,206.................51,254,193
22A Commissions and expense allowances on reinsurance assumed.........................18,941,472.................34,836,980
23. General expenses..................................................................60,656,369................109,722,786
    23.1 Taxes, licenses and fees, excluding federal income taxes......................8,218,883.................13,995,404
    23.2 Federal income taxes, including $................ (885,919) on capital gains
     .................................................................................18,147,599.................37,773,363
24. Decrease in capital and paid in or contributed surplus.................................................................
25. Paid stockholders for dividends (cash $.......... stock $.............)................................................
26. Borrowed money repaid gross $.................. less amount borrowed $.................................................
27. Interest on borrowed money.............................................................................................
27A Net transfers to or (from) Separate Accounts......................................192,561,919...............328,677,755
28. From sale or maturity of Ledger assets..............................................6,805,172................10,036,637
29. By adjustment in book value of ledger assets........................................1,839,017.................3,974,340
30. Aggregate write-ins for decreases in ledger assets.................................80,243,704.................5,149,211
31. Total Decrease in Ledger Assets (Sum of Lines 19, 20.3, 21, 21A, 
    and 22.4 through 30)..............................................................829,867,388.............1,596,030,702
                     RECONCILIATION
32. Amount of ledger assets December 31st of prior year.............................5,774,910,678.............5,730,108,121
33. Increase or (decrease) in ledger assets (Line 13 minus Line 31)..................(44,221,798)................44,802,557
34. Total = LedgerAssets as of statement date......................................5,730,688,879..............5,774,910,678

<PAGE>

                     DETAILS OF WRITE-INS



1201. Miscellaneous income...........................................................1,829,660....................2,634,433
1202. Increase in amounts withheld/retained as agent or trustee......................2,916,894.............................
1203. Increase in accounts payable................................................................................3,274,239
1298. Summary of remaining write-ins for Line 12 from overflow page.................28,093,625...................77,627,743
1299. Totals (Lines 1201 thru 1203 plus 1298)(Line 12 above).....................  .32,840,180..................183,536,415
3001. Decreasein amounts due reinsurers....................................................................................
3002. Miscellaneous interest.........................................................2,906,941....................3,630,108
3003. Decrease in suspense..........................................................75,791,759.............................
3098. Summary of remaining write-ins for Line 30 from overflow page..................1,545,004....................1,519,103
3099. Totals (Lines 3001 thru 3003 plus 3098)(Line 30 above)........................80,243,704....................5,149,211

</TABLE>


<PAGE>


    STATEMENT AS OF JUNE 30,1997 OF THE AmericanUnited Life Insurance Company

                           OVERFLOW PAGE FOR WRITE-INS

<TABLE>
<S>                                                                  <C>             <C>            <C>                  <C>

LQ002 Additional Aggregate Lines for Page 02 Line 22.
*ASSETS
2204  Prepaid expenses...........................................2,990,178.......2,990,178..................................
2005  Autos less depreciation......................................887,269.........887,269..................................
2297  Summary of remaining write-ins from Line 21 from Page 02...3,877,447.......3,877,447..................................

LQ003 Additional Aggregate Lines for Page 03 Line 25.
*LIAB
2504. Interest on contract funds...............................................................343,779...............449,099
2505. Miscellaneous interest...................................................................231,530...............216,669
2506. Accumulated post  retirement benefits liability........................................9,030,866.............8,948,619
2507........................................................................................................................
2508........................................................................................................................
2597. Summary of remaining write-ins for Line 25 from Page 03.................................9,606,175............9,614,387

LQ004 Addifional Aggregate Lines for Page 04 Line 25.
*SUMOPS
2405. Separate account transfer credits.....................................................(9,901,016)......................
2505. Marketing services fees..................................................................499,999................994,728
2506. Fines and penalties.............................................................500..........289...................289
2507........................................................................................................................
2597. Summary of remaining write-ins for Line 25 from Page 04.........................500...(9,400,728)...............995,017

LQ006 Additonal Aggregate Lines for Page 06 Line 12-
*RECON
1204. Reserve adjustments on reinsurance assumed.......................................................................37,442
1205. Increase in suspense.........................................................................................86,571,638
1206. Increase in ledger liabilities........................................................2,443,823........................
1207. Increase in amounts due reinsurers....................................................1,903,166..............15,133,976
1208. Transfer of health reserves.............................................................599,972.................884,687
1209. Increase in surplus notes balance............................................................................75,000,000
1210. Other adjustments on reinsurance assumed............................................23,146,664.........................
1297. Summary of remaining write-ins for Line 12 from Page 06.............................28,093,625..............177,627,743

LQ006 Addifional Aggregate Lines for Page 06 Line 30.
*RECON
3004. Reserve adjustments on reinsurance assumed............................................................................
3005. Fines and penalties.......................................................................500......................289
3006. Transfer of health reserves...........................................................................................
3007. Marketing services fees........................................................................................994,728
3008. Decrease in amounts withheld/retained as agent or trustee......................................................458,962
3009. Decrease in ledger liabilities..................................................................................65,124
3010. Decrease in accounts payable........................................................1,544,504.........................
3097. Summary of remaining write-ins for Line 30 from Page 06.............................1,545,504................1,519,103

LQ009 Adddaitional Aggregate Lines for Page 09 Line 18.
*SCBPT1SN1
1804. Sold to another investor...............................................................................................
1805. Loss on foreclosed mortgages........................................5,643,508..........................................
1897. Summary of remaining write-ins for line 18 from page 09.............5,643,508..........................................

</TABLE>
    
<PAGE>


                                     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  regulation of
the  Commission  heretofore  or  hereafter  duly  adopted  pursuant to authority
conferred in that section.

Rule 484 Undertaking
Article  IX,  Section  1 of  the  by-laws  of  American  United  Life  Insurance
Company(R) ("AUL") provides as follows:

         The  corporation  shall  indemnify  any  director  or officer or former
         director or officer of the corporation  against  expenses  actually and
         reasonably  incurred  by  him  (and  for  which  he is not  covered  by
         insurance)  in  connection  with the  defense  of any  action,  suit or
         proceeding (unless such action, suit or proceeding is settled) in which
         he is made a party by reason of being or having  been such  director or
         officer, except in relation to matters as to which he shall be adjudged
         in such action,  suit or  proceeding,  to be liable for  negligence  or
         misconduct in the  performance of his duties.  The corporation may also
         reimburse any director or officer or former  director or officer of the
         corporation for the reasonable  costs of settlement of any such action,
         suit or proceeding, if it shall be found by a majority of the directors
         not  involved  in the matter in  controversy  (whether or not a quorum)
         that it was to the interest of the corporation  that such settlement be
         made and that such  director or officer was not guilty of negligence or
         misconduct.  Such rights of indemnification and reimbursement shall not
         be exclusive of any other rights to which such  director or officer may
         be entitled under any By-law, agreement, vote of members or otherwise.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Depositor pursuant to the foregoing provisions,  or otherwise, the Depositor 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 Depositor of expenses  incurred
or paid by a director,  officer or  controlling  person of the  Depositor 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 Depositor 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.

Section 26(e)(2) Representation

     AUL,  the  sponsoring  insurance  company  of the AUL  American  Individual
Variable Life Unit Trust,  hereby  represents that the fees and charges deducted
under the Policies are  reasonable  in relation to the  services  rendered,  the
expenses expected to be incurred and the risks assumed by AUL.

   

Rule 6e-3(T) Representation

     This  filing  is made  pursuant  to Rule  6e-3(T)  nd Rule  6c-3  under the
Investment Company Act of 1940.

    
<PAGE>

Contents of Registration Statement

         This Registration  Statement on Form S-6 comprises the following papers
and documents:
   
                  The facing sheet.
                  Reconciliation and tie.
                  The   Prospectus    consisting   of   107 pages    (including
                    illustrations).
                  The undertaking to file reports. 
                  The undertaking  pursuant to Rule 484.
                  The representation pursuant to Section 26(e)(2).
                  The Rule 6e-3(T) representation.
                  The signatures.
                  Written consent of the following persons (included
                    in the exhibits shown below):
                    Independent Public Accountants
                    Dechert Price & Rhoads
                    Actuary

The following exhibits:

         1.       (1)      Resolution of the Board of Directors of the Depositor
                           dated July 10, 1997 concerning AUL American
                           Individual Variable Life Unit Trust(3)

                  (2)      Inapplicable

                  (3)      (a) Inapplicable

                           (b) Inapplicable

                           (c) Schedule of Sales Commissions

                  (4)      Inapplicable

                  (5)      (a) Form of Flexible Premium Adjustable Variable Life
                               Insurance Policy(3)

                           (b) Form of Last Survivor Rider(3)

                           (c) Form of Waiver of Monthly Deduction Disability(3)

                           (d) Form of Guaranteed Insurance Option(3)

                                       2
<PAGE>

                           (e) Form of Children's Benefit Rider(3)

                           (f) Form of Other Insured/Same Insured Rider(3)

                           (g) Form of Waiver of Premium Disability(3)

                           (h) Form of Automatic Increase Rider(3)

                           (i) Form of Guaranteed Minimum Death Benefit Rider(3)

                           (j) Form of Accelerated Death Benefit Rider(3)

                           (k) Form of Joint  First-to-Die  Level Term Insurance
                               Rider(3)

                  (6)      (a) Articles of Incorporation of American United Life
                               Insurance Company(R) (1)

                           (b) By-laws  of  American   United   Life   Insurance
                               Company(R) (1)

                  (7)      Inapplicable

                  (8)      (a) Form of Participation  Agreement between American
                               United  Life   Insurance   Company(R)  and  Alger
                               American Fund (2)

                           (b) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  American
                               Century Variable Portfolios, Inc. (2)

                           (c) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  Fidelity
                               Variable Insurance Products Fund (1)

                           (d) Form of Participation  Agreement between American
                               United Life  Insurance  Company(R)  and  Fidelity
                               Variable Insurance Products Fund II (1)

                           (e) Form of Participation  Agreement between American
                               United  Life  Insurance  Company(R)  and T.  Rowe
                               Price Equity Series, Inc. (2)

                  (9)      Inapplicable

                  (10)     Form  of   Application   for   Flexible   Premium
                           Adjustable Variable Life Insurance Policy

                                       3
<PAGE>

         2.       Opinion and consent of legal  officer of American  United Life
                  Insurance   Company(R)  as  to  legality  of  Policies   being
                  registered

         3.       Inapplicable

         4.       Inapplicable

         5.       Inapplicable

         6.       Consent of Independent Accountants

         7.       Consent of Dechert Price & Rhoads

         8.       Opinion of Actuary

         9.       Memorandum  Describing  Issuance,   Transfer,  and  Redemption
                  Procedures(3)

         10.      Powers of Attorney
- ---------------

(1)      Incorporated  herein by reference to the registration  statement of AUL
         Unit Trust (File No. 33-31375) on Form N-4.

(2)      Incorporated  herein by reference to the registration  statement of AUL
         American Individual Unit Trust (File No. 33-79562) on Form N-4.

(3)      Filed with the Registrant's initial registration statement on Form
         S-6 (File No. 333-32531) on July 31, 1997. 

    
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant,
AUL  American  Individual  Variable  Life  Unit  Trust,  has  duly  caused  this
pre-effective  amendment no. 1 to the registration statement to be signed on its
behalf  by  the  undersigned   thereunto  duly   authorized,   in  the  city  of
Indianapolis, and the state of Indiana, on the 18th day of November, 1997.

                               AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                                            (Registrant)

                               By:  American United Life Insurance Company

                               By:  Jerry D. Semler*
                                    Name:  Jerry D. Semler                    
                                    Title: Chairman of the Board, President,  
                                           and Chief Executive Officer       
                                         

                               AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                                            (Depositor)

                               By:  Jerry D. Semler*
                                    Name:  Jerry D. Semler                  
                                    Title: Chairman of the Board, President,
                                           and Chief Executive Officer     


* By:  /s/ Richard A. Wacker
       ______________________    
       Richard A. Wacker as attorney-in-fact

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
pre-effective  amendment  no. 1 to the  registration  statement  has been signed
below by the following persons in the capacities and on the date indicated.
<TABLE>
<S>                       <C>                                                   <C> 

Name                      Capacity                                              Date

Jerry D. Semler*          Director, President, and Chief Executive Officer      November 18, 1997

James W. Murphy*          Principal Financial and Accounting Officer            November 18, 1997  

Steven C. Beering, M.D.   Director                                              November 18, 1997

Arthur L. Bryant*         Director                                              November 18, 1997

James E. Cornelius*       Director                                              November 18, 1997

James E. Dora*            Director                                              November 18, 1997

Otto N. Frenzel III*      Director                                              November 18, 1997

David W. Goodrich         Director                                              November 18, 1997

William P. Johnson*       Director                                              November 18, 1997

James T. Morris           Director                                              November 18, 1997

R. Stephen Radcliffe*     Director                                              November 18, 1997

Thomas E. Reilly, Jr.     Director                                              November 18, 1997

William R. Riggs          Director                                              November 18, 1997

Yvonne H. Shaheen*        Director                                              November 18, 1997

Frank D. Walker*          Director                                              November 18, 1997

</TABLE>

* By:  /s/ Richard A. Wacker
       _______________________________         
       Richard A. Wacker as attorney-in-fact

* Powers of Attorney included herein.                    

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                               EXHIBITS FILED WITH
                                    FORM S-6



                For Registration Under the Securities Act of 1933
                     of Securities of Unit Investment Trust
                            Registered on Form N-8B-2




                AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                  OF AMERICAN UNITED LIFE INSURANCE COMPANY(R)

<TABLE>

<S>                                                 <C>

Exhibit Number                                       Name of Exhibit

1.(3)(c)                                             Schedule of Sales Commissions

1.(10)                                               Form of Application for  Flexible Premium Adjustable Variable Life Insurance
                                                     Policy

1.(2)                                                Opinion and consent of legal officer of American United Life Insurance
                                                     Company (R) as to legality of Policies being registered.

1.(6)                                                Consent of Independent Accountants

1.(7)                                                Consent of Dechert Price & Rhoads

1.(8)                                                Opinion of Actuary

10                                                   Powers of Attorney

</TABLE>



                  Variable Universal Life Compensation Schedule


Periodic Premium Contract

Career Agent Compensation

First year commission:             50%  of  target  premiums  3%  commission  on
                                   premiums in excess of target

Renewal commission:                3% years 2-10
                                   2% years 11 and after

Trail Commission:                  .75% asset  based trail in year 5; .15% asset
                                   based trail annually thereafter

Increases:                         50% first year  commission  on new premium in
                                   excess of  cumulative  target  premium  up to
                                   target  premium on new segment 3%  commission
                                   on  new  premium  in  excess  of  new  target
                                   premium

Riders:
First year commission:             40% of coi's
Renewal commission:                5% of coi's in all years

General Agent Overrides:

First year:                        25% of Net Earned Commission
Subsequent years:                  Override of 1.0% of premium
                                   Overriding service fee of 1% of premium years
                                   2-10;  1.0%  of  premium  years  11  + 
Trail override:                    20% of writing  agent's  trail  beginning  in
                                   year 5



         Application for Variable Universal Life


         American United Life Insurance Company(R)
         One American Square
         P.O. Box 7127
         Indianapolis, IN 46206-7127
         Telephone #: (800) 863-9354
<TABLE>
<S>                                            <C>                                                         <C>                      
- -----------------------------------------------------------------------------------------------------------------------------------
The amount and duration of the death benefit may vary based on the investment performance of the separate accounts'
investment  return.  The account  value may  increase  or decrease  based on the
investment performance of the separate accounts' investment return.
================================================================================================
(1) Basic Policy Plan

 _________   Flexible Premium VUL (FPVUL)       _________   Last Survivor Flexible Premium VUL (LSFPVUL)
                                                            (Need to complete Supplemental App on Proposed Second Insured
                                                             named below)

 _________   Single Premium VUL (SPVUL)         __________  Last Survivor Single Premium VUL (LSSPVUL)      
                                                            (Need to complete Supplemental App on Proposed Second Insured
                                                             named below)
                      
                                                Name:_______________________________
================================================================================================
(2) Proposed Primary Insured

Last Name:   ___________________________________ First Name:    ___________________________________   MI:   _______

 ________  Male     Date of Birth:   ________\_______\________         Birth State:   ____________________________________
 ________  Female                    (Month)    (Day)    (Year)

Height:  ______  ft.  ______  in.      Weight:  ________  lbs.      ________  Gained     ________   Lost lbs. In past year

SS#   ______-______-______     Home Phone#: (________)_________________     Other Phone# (_______)____________________


Residence Address (Street):  ____________________________________________________________________________________

City:  _________________________________    State:  _________    Zip Code:   ____________    County:   ___________________

Country:   _________________________________________   No. of Years At This Address   _____________________________

U. S. Citizen:     ______  Yes      If no, is the Proposed Insured a permanent resident? ______ Yes    ______  No
                   ______  No       How long residing in the United States? ______  Months    ______  Years

Occupation: _________________________________________________________________________________________________

Name of Employer:   _______________________________________________________   Years Employed:   ________________

Employer Address:   __________________________________________________________________________________________

City:   ________________________________________      State:   __________     Zip Code:  ________________
================================================================================================



<PAGE>


(3)   Proposed Primary Insured's First Beneficiary
        (If multiple beneficiaries are named, proceeds are share and share alike)

Last Name:   ___________________________________ First Name:    ___________________________________   MI:   _______

SS# or Tax ID #:   ____________________________________      Date of Birth:   ________\_______\________
                                                                              (Month)   (Day)   (Year)
Home Phone #:   (_____)______________     Relationship to the Proposed Insured:   _______________________________________

Full Name of Corporation or Trust:   _______________________________________    Date of Trust:---------\-------\-------
                                                                                            (Month)   (Day)    (Year)
Last Name:   ___________________________________ First Name:    ___________________________________   MI:   _______

SS# or Tax ID #:   ____________________________________      Date of Birth:   ________\_______\________
                                                                             (Month)    (Day)   (Year) 
================================================================================================
(4)   Proposed Primary Insured's Second Beneficiary
       (If lawful children is not selected, complete the rest of this section)

________   Any lawful children of the proposed insured, share and share alike.

Last Name:   ___________________________________ First Name:    ___________________________________   MI:   _______

SS# or Tax ID #:   ____________________________________      Date of Birth:   ________\_______\________
                                                                             (Month)   (Day)    (Year) 
Home Phone #:   (_______)______________  Relationship to the Proposed Insured:   _______________________________________

Full Name of Corporation or Trust:   _______________________________________    Date of Trust:---------\-------\-------
                                                                                              (Month)   (Day)    (Year)     
If any second  beneficiary is not living at the time a death benefit is payable,
the then living lawful children, if any, of such deceased second beneficiary shall receive, 
share and share alike, the share of the proceeds which their parent would have received if living.
================================================================================================
(5)   Policy Owner
        (If a Trust, give Trust Name and Trust Date)
        (If Joint Owner, complete Multiple Ownership Form)

________  Proposed  Primary  Insured  (If this line is  checked,  complete  last
question in this section.)

(If the  Owner is not the  Proposed  Primary  Insured  OR the  Proposed  Primary
Insured is a Juvenile, complete the rest of this section.)

Last Name:   ___________________________________ First Name:    ___________________________________   MI:   _______

________  Male     Date of Birth: _____\_______\______   Birth State:   ____ Relationship to the Proposed Insured:
________  Female                  (Month) (Day) (Year)

SS# or Tax ID#: _________________________   Home Phone #: (_______)_________          Other Phone: (_______)____________

Full Name of Corporation or Trust:   _______________________________________    Date of Trust: ______/_______/_______
________   Custodian under ________________________ UGMA, UTMA                                 (Month) (Day)   (Year)
                                (State)
Last Name:   ___________________________________ First Name:    ___________________________________   MI:   _______

________  Contingent Owner     Relationship to the Proposed Insured:_____________________

Last Name:   ___________________________________ First Name:    ___________________________________   MI:   _______

Is any Proposed Owner an associated person of another NASD member?   __________ Yes      __________   No
If "Yes", list which owner.______________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------


<PAGE>


(6)  Mailing Address of Owner
      (All notices and correspondence will be sent to this address.)

Street Address:   __________________________________________________________________________________________

City:   ________________________________________      State:   __________     Zip Code:  ________________
================================================================================================
(7)   Plan Information

Face Amount:    $____________________________________     (Minimum $50,000 -- If Plan is Single Premium, Leave Blank)

Death Benefit Option:     _______   Face Amount (Option 1)     _______   Face Amount Plus Account Value (Option 2) -- 
                                                                         If Plan is Single Premium, Option 2 is Not Available

Is this application part of a Qualified Retirement Plan?   (Defined Benefit, Money Purchase, Profit Sharing, 401(k))

_______   Yes     _______   No    (If "Yes," please explain) ____________________________________________________________

================================================================================================
(8)   Rider Information
        (An X indicates rider availability by plan)
        If Other Insured Rider Applied For or Last Survivor, Must Complete Supplemental App

                        Rider Type                       Additional Rider Info           FPVUL    LSFPVUL    SPVUL    LSSPVUL

_______ Waiver of Monthly Deduction f/Disability        (Issue Ages 20-55)                 X        X         X         X

_______  Waiver Premium f/Disability                    Premium Amt: $ __________          X        X
                                                        (Issue Ages 20-55)

_______  Guaranteed Insurability Option                 Face Amt: $ __________             X
                                                        ($10,000 Min; $50,000 Max)
                                                        (Issue Ages 20-39)

_______ Children's Benefit Rider*                        No. Of Units: __________          X         X
                                                        (1 Unit Min; 20 Units Max)
                                                        (Eligible Issue ages 14 days
                                                        To 20)

* Complete additional information in Section 15.

_______ Same Insured                                    Face Amt: $ __________             X         X
                                                        ($10,000 minimum)
                                                        (Issue ages 0-85)

_______ Other Insured #1                                Face Amt: $ __________             X         X                
                                                        ($10,000 minimum)    
Name:______________________________                     (Issue ages 20-85)
                                                       


______ Other Insured #2                                 Face Amt: $ __________             X          X


Name:______________________________

_______ Guaranteed Min. DB                                                                X           X

_______ Automatic Increase                               Std Risks Only                   X           X
                                                         Issue Ages 20-55)


_______ Joint First to Die                               Face Amt: $____________                      X
                                                        (Issue Ages 20-85)                             
================================================================================================

<PAGE>


(9) Premium Information

Single Premium Only:          _______ 80%          _______ 90%          _______ 100% of Initial Maximum Premium

Initial Premium:                   $_________________________          How Much is 1035 Money? _________________________

                                             (If Plan is Single Premium, Do Not Complete Section Below)

Premium Mode:                   _______ Annual          _______ Semi-Annual
                        _______ Automatic Premium Payment
                                             _______ Add This Premium to Existing APP for Policy #_________________________

Initial Premium:                   $_________________________          How Much is 1035 Money? _________________________

Planned Modal Premium:     $ _________________________

Automatic Scheduled Premium Increase:    $___________________    Percentage Increase:    _______ 5%       _______ 10%
                                                                                         _______ Other_____________ 
================================================================================================
(10) Special Requests/
        Additional Information

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------
================================================================================================
(11) Existing Life Insurance
     (List all existing life insurance on Proposed  Insured.  If none, check the
box.)

_______ None         Indicate if Coverage is Being Replaced.  If 1035, complete Assignment for 1035 Exchange Form.
                     Amount        Iss. Yr.       Type          Company          No          Yes          1035


                    ----------------------------------------------------------------------------------------


                    ----------------------------------------------------------------------------------------

               
                    ----------------------------------------------------------------------------------------
================================================================================================
(12) Other Coverage
       (Complete for the Proposed Insured)

a.   Has any company declined, postponed, modified, canceled or refused to renew, reinstate or issue insurance? _____ Yes_____ No
      (If yes, provide details including Name of Company and Reason)

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------

b.   Is any other life insurance application now pending or contemplated with any other company? _____ Yes _____ No
      (If yes, provide details including Name of Company)

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------
================================================================================================

<PAGE>


(13) Other Information
        (Complete for the Proposed Insured)

a.   Have you been convicted of a driving violation, had your license suspended or restriction placed   ______ Yes ______ No 
     on your license within the past 5 years?  (If yes, give details)

      --------------------------------------------------------------------------------------------------------

Driver's License# ___________________________      State of Issue: ____________________

b.   Have you participated in any vehicle racing, parachuting, hang gliding, scuba diving or ballooning  ______ Yes _____ No
      within the past 2 years, or is any such activity contemplated?
      (If yes, complete Sports Questionnaire)

c.   Have you flown within the past 3 years as a pilot, student pilot, crew member or had any            ______Yes   ______ No
      flying duties or is any such activity contemplated?
      (If yes, complete Aviation Supplement)

d.   Do you contemplate travel or residence in a foreign country within the next 12 months?              ______Yes   ______ No
      (If yes, provide complete details including destination) _________________________

      ---------------------------------------------------------------------

      ---------------------------------------------------------------------

      ---------------------------------------------------------------------

      ---------------------------------------------------------------------
================================================================================================
(14)   Tobacco Use
          (Complete for the Proposed Insured)

Has the Proposed Insured:

a.   Ever used tobacco in any form?                                                                        ______Yes   ______ No

b.   Used tobacco in any form within the past 12 months?                                                  ______ Yes   ______ No
      (If yes, check appropriate boxes below)

Primary Insured  _______  Cigarettes  _______ Packs per day _______  Cigars/Pipe _______ Smokeless 
_______ Other: Patches/Nicotine Gum
================================================================================================

<PAGE>


(15) Underwriting Information
        (Complete in Proposed Policy Owner/Applicant's Presence.)

Complete in Proposed Policy Owner/Applicant's  presence. If the Proposed Insured
is a Juvenile, questions (a) through (d) apply to the Applicant.

a.  Annual income from occupation               $ _______________
b.  Annual income from other sources            $ _______________              Indicate Source(s) for b.
c.  Projected income for next 12 months         $ _______________              ______________________________________________
d.  Estimated net worth (excluding home)        $ _______________                   (Dividends, Rental Income,Interest, etc.)

Has the  Proposed  Insured  used a  different  name  within the last five years?_______    Yes     _______   No   
If yes, list names______________________________________________

If the Proposed Insured is a Juvenile, are all brothers and sisters (if any) insured for an_______ Yes _______ No
amount equal to or greater than the Proposed Insured?  (If no, explain.) ________________________
=================================================================================

If the  Proposed  Insured  is a  Juvenile,  what  is the  total  amount  of lifeinsurance in force on the parent(s)?
$_____________________

Dependent children proposed for Children's Benefit Rider (eligible ages 0-20):
                       
Print Full Name                 Relationship            Birth Date           Height      Weight
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Are all children listed?     _______ Yes     _______ No   (Explain why not) ________________________________
- ------------------------------------------------------------------------------------------------------------
Are all children listed now living with Proposed Insured?    _______ Yes     _______ No   (Explain why not)
- ------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------
Has any child proposed for insurance been diagnosed or treated for:
_______ Disorder of the Heart or Lungs       _______ Diabetes       _______ AIDS       _______ Asthma       _______ Depression
_______ Cancer       _______ Seizures       _______ Leukemia       _______ Mental or Emotional Disorder
_______ Disorder of the Lungs, Kidneys or Blood

Any other abnormality not listed above       _______ Yes       _______ No       Please
explain._________________________________

Is any child proposed for insurance currently taking any medication or treatment?       _______ Yes       _______ No

Name(s) and address(es) of personal physicians? ____________________________________________________________________
===========================================================================================================

Dates last seen: _______________________________________________________________________________________________

Reason(s) last seen: ___________________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------

Had any child proposed for insurance used amphetamines, cocaine, marijuana, barbiturates, or other drugs? ____ Yes____ No
================================================================================================

<PAGE>


(16) Proposed Insured Health History
       (If paramed is required DO NOT complete the "Answers  Made to the Medical
Examiner" Form.

       If paramed  not  required,  complete  the  "Answers  Made to the  Medical
Examiner" Form Part II.

       If applying for simplified  issue and all questions are answered "no," DO
       NOT complete the "Answers Made to the Medical Examiner" Form.)

Name of Personal Physician: (If none, so state) ______________________________________________________________________
Street: _________________________________   City: _____________________________  State: ____   Zip Code: ______________
Reason Last Consulted: __________________________________________________________    Date: _______________________
What treatment was given or medication prescribed? _________________________________________________________________


                                                                 Give details for any Yes answers.
                                                                 Identify the question number.
Has the Proposed Insured:
(If yes, circle and explain.)
Circle applicable item in question.

a.   Been treated by a physician or other health care professional    _______ Yes    _______ No
     within the past 10 years for any of the following:                                             ___________________
     Heart trouble, stroke, heart murmur, elevated blood                                            ___________________      
     pressure, lung or respiratory disorder, kidney disorder,                                       ___________________ 
     tumor, cancer, digestive disorder, diabetes, nervous or                                        ___________________
     mental disorder?   (If diabetes is circled, complete Diabetes Questionnaire.)                  ___________________


b.   Consulted a physician or been examined or treated at a           _______ Yes    _______ No     ___________________
     hospital or other medical facility in the last five                                            ___________________
     years? ME residents, you may answer this question "No"                                         ___________________ 
     if you have tested positive for HIV and have not developed                                     ___________________
     symptoms of the disease AIDS.

c.   Ever used narcotics, barbiturates, amphetamines,                 _______ Yes   _______ No      ___________________
     cocaine, LSD, marijuana or hallucinogenic                                                      ___________________
     drugs, unless administered on the advice of a                                                  ___________________
     physician?                                                                            


d.   Ever received counseling or treatment for the use                _______ Yes   _______ No      ___________________
     of alcohol or drugs, or have you ever been a                                                   ___________________
     member of any support group for the use of alcohol or                                          ___________________
     drugs?                                                                      
================================================================================================
(17) Investment Objectives

          Capital Appreciation                         Capital Preservation                          Current Income

_______ Aggressive                                    _______ Income Primary                         _______ Prudent Yield
_______ Conservative                                  _______ Income Secondary                       _______ Aggressive Yield
_______ Balanced Approach
================================================================================================
(18) Suitability Statement by Applicant
        (Representative is required to ask for this information)

a.   Do you believe that this contract is suitable to meet your investment objectives and            _______ Yes  _______  No
      financial needs?

b.   Do you understand that the amount and duration of the death benefit may vary based              _______ Yes  _______  No
     on the investment performance of the separate accounts' investment return?

c.   Do you understand that the account value may increase or decrease based on the                  _______ Yes  _______ No
      investment performances of the separate accounts' investment return?

d.   Nominal Tax Bracket ______________ %  Filing Status:    _______ Single    _______ Married    _______ Head of Household
================================================================================================

<PAGE>


(19) Investment Account Allocation
       (Total Must Equal 100%)

Indicate  the  Investment  Account  Allocations  for the Premium  Payment(s)  in
increments  of 1%  (premiums  will be applied to the AUL  American  Money Market
Account if allocation is not specified or does not total 100%):


Premium                Investment                      Premium             Investment
Allocation             Allocation                      Allocation          Allocation

________ %        AUL Fixed Interest Account            ______ %            Fidelity (VIP) Growth
                  (Not Available for SPVUL or LSSPVUL)
________ %        AUL American Bond                     _______ %           Fidelity (VIP) High Income

________ %        AUL American Equity                   _______ %           Fidelity (VIP II) Index 500

________ %        AUL American Managed                  _______ %           Fidelity (VIP) Money Market
                                                                            (Not available for DCA)
________ %        AUL American Money Market             _______ %           Fidelity (VIP) Overseas

________ %        Alger American Growth                 _______ %            American Century Growth

________ %        Fidelity (VIP II) Asset Manager       _______ %            American Century International

________ %        Fidelity (VIP II) Contrafund          _______ %            T. Rowe Price Equity Income

________ %        Fidelity (VIP) Equity-Income

_______ Yes, I would like Dollar Cost Averaging.  (DCA) _______           $__________________________ Monthly Amount
_______ Yes, I would like Portfolio Rebalancing.
================================================================================================
(20) Telephone Authorization

_______ I elect to have transfer authorization.

The Owner(s)  hereby  requests that American  United Life  Insurance  Company(R)
(AUL) accept and act upon telephone instructions set forth herein to:

(1)  Transfer  values  credited  to my  account in the AUL  Individual  Variable
     Universal Life Policy,  or
(2)  Change the  allocation of future  payments to the
     Policy.

I understand  that AUL can refuse to act on any  telephone  instructions  if the
caller  cannot  properly  identify   herself/himself  or  provide  the  Personal
Identification  Number (PIN). Any person who provides the proper  identification
and my PIN shall be deemed to be my  representative  and  neither AUL nor any of
its  representatives  shall be liable for acting on instructions  believed to be
genuine,   provided  AUL  has  complied  with  its  customary   procedures   for
establishing  that the  person  requesting  a  transfer  of or  change in future
allocations  is authorized  to do so. In  consideration  of AUL's  acceptance of
telephonic  instructions,  and except as provided  below,  I waive all rights to
dispute any telephone  instructions  and agree to indemnify and hold AUL and the
Separate  Account  harmless as to liability  for any loss,  expense or cost that
arises out of any telephone charge effected.

AUL reserves the right to modify or terminate telephone transfers at any time or
for any reason AUL deems sufficient.  Otherwise,  this authorization will remain
in effect until (1) the earlier of total  disbursement by withdrawal or election
of a settlement  option;  or (2) AUL's receipt of written  cancellation  of this
authorization signed by the Owner(s); or (3) death of the Insured(s).

This  telephone  authorization  privilege  is  subject to the  provisions  of my
Individual  Policy Contract,  the current  Separate  Account  Prospectus and any
other administrative procedures AUL may put into effect. I understand that prior
to the end of the "free look" period,  any  instructions  given shall not affect
any contributions received by AUL during such period.

Upon receipt of telephone instructions,  AUL will immediately confirm in writing
any  requested  account  values.  A change in  allocation  of  premiums  will be
confirmed in writing following receipt of the first affected premium payment.  I
agree to  immediately  notify  AUL of any  discrepancy  between  the  telephonic
instructions  intended to be given and the  instructions  that are  subsequently
confirmed  as received by AUL.  Failure to so notify AUL within 14 days of AUL's
sending out such  confirmation will release AUL of any and all liability for any
loss which  resulted  from the failure to so notify AUL of such  discrepancy  if
such loss could have been avoided by providing such notice in a timely  fashion.
================================================================================

<PAGE>


(21)   Policy Delivery
          (If not completed, policy will be mailed to Owner.)

Send to:    _______ Owner       _______ Representative

Representative's remarks and special instructions: _____________________________
________________________________________________________________________________

================================================================================
(22)   Agreements

I represent  that I have read and  understand  all the statements and answers in
this application and that they are true and complete to the best of my knowledge
and belief. It is agreed that:

(a)  the statements and answers given in this  application and any amendments to
     it, or made to the  medical  examiner,  will be the basis of any  insurance
     issued;

(b)  no  representative  or medical  examiner has the authority to make or alter
     any contract for the company;

(c)  the  company  may  indicate  changes  in the space  entitled  "Home  Office
     Endorsement" for administrative  purposes only; and I must agree in writing
     to any other changes in this application (not applicable in NJ, PA or WV);

(d)   if a premium  deposit is not given,  then insurance shall take effect when
      all of the following are satisfied: 
     (1)  a policy issued by the company is accepted by the applicant,
     (2)  the full first premium is paid, and
     (3)  to the best of the applicant's  knowledge the health and  insurability
          of any person proposed for insurance has not changed since the date of
          this application.

I and the  representative  certify  that I have  read,  or had  read to me,  the
completed   application   and  I   realize   that   any   false   statement   or
misrepresentation  herein  may  result in loss of  coverage  under  the  policy.
================================================================================
(23)   Home   Office   Endorsement   (Not   applicable   in  NJ,   PA,   OR  WV)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


(24) Substitute W-9 Certification

I certify  under penalty of perjury that: 1) the number shown on this form is my
correct  taxpayer  identification  number  (or I am  waiting  for a number to be
issued to me);  and 2) I am not  subject to backup  withholding  because a) I am
exempt from backup  withholding,  or b) I have not been notified by the Internal
Revenue Service that I am subject to backup withholding as a result of a failure
to report all interest or dividends,  or c) the IRS has notified me that I am no
longer subject to backup withholding.

You must  cross  out item 2 if you have  been  notified  by the IRS that you are
currently subject to backup  withholding  because of under reporting interest or
dividends on your tax return.

THE INTERNAL  REVENUE  SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS  DOCUMENT   OTHER  THAN  THE   CERTIFICATIONS   REQUIRED  TO  AVOID  BACKUP
WITHHOLDING.
================================================================================

<PAGE>


(25)   Fraud Warnings

FRAUD WARNING (Not applicable to residents of AZ, ND, OR, TX, or VA)

Any person who knowingly  presents a false or fraudulent  claim for payment of a
loss or benefit or knowingly  presents false  information in an application  for
insurance  is guilty of a crime and may be subject to fines and  confinement  in
prison.

COLORADO FRAUD WARNING

It is unlawful to knowingly  provide false,  incomplete,  or misleading facts or
information to an insurance  company for the purpose of defrauding or attempting
to defraud the company.  Penalties may include  imprisonment,  fines,  denial of
insurance,  and civil damages.  Any insurance  company or  representative  of an
insurance company who knowingly provides false, incomplete,  or misleading facts
or information  to a  policyholder  or claimant for the purpose of defrauding or
attempting to defraud the  policyholder  or claimant with regard to a settlement
or award  payable  from  insurance  proceeds  shall be reported to the  Colorado
division of insurance within the department of regulatory agencies.

FLORIDA FRAUD WARNING

Any person who knowingly and with intent to injure, or deceive any insurer files
a statement of claim or an  application  containing  any false,  incomplete,  or
misleading information is guilty of a felony of the third degree.

KENTUCKY FRAUD WARNING

Any person who  knowingly  and with intent to defraud any  insurance  company or
other person files an application for insurance  containing any materially false
information or conceals,  for the purpose of misleading,  information concerning
any fact material thereto commits a fraudulent insurance act, which is a crime.

NEW JERSEY FRAUD WARNING

Any person who includes any false or misleading  information  on an  application
for an insurance policy is subject to criminal and civil penalties.

PENNSYLVANIA FRAUD WARNING

Any person who  knowingly  and with intent to defraud any  insurance  company or
other  person,  files  an  application  for  insurance  or  statement  of  claim
containing  any  materially  false  information,  or conceals for the purpose of
misleading information concerning any fact material thereto commits a fraudulent
insurance act, which is a crime and subjects such a person to criminal and civil
penalties.
================================================================================
(26) Authorization

I  authorize  any  physician,  or medical  practitioner,  hospital,  and medical
facility,  insurance  company,  DMV, and the MIB to give to American United Life
(AUL) and its reinsurers any of the following  about me or my children,  if they
are to be insured:  facts about physical and mental health; medical care, advice
or treatment;  hobbies,  other insurance,  flying, and driving record (which may
include but is not limited to existing address);  age,  occupation,  income, and
the use of alcohol,  drugs, and tobacco.  Each person proposed for insurance may
be asked to take a physical  exam,  where  tests may be made of blood and urine.
These tests may include  tests for the  presence  and/or  level of blood  sugar,
cocaine or other  drugs,  cholesterol,  nicotine  and,  where  permitted by law,
antibodies to the AIDS virus. All sources except the MIB may give these facts to
any  insurance  support  organization  authorized by AUL to collect and transmit
them. This data will be used to determine eligibility for insurance. A photocopy
of this form shall be as valid as the original. This authorization will be valid
for 30 months  (180 days for AZ  residents)  from the date  shown  below.  I can
choose to be interviewed if an investigation consumer report is made.

I  have  received  the  Notice  of  AUL's  Information  Practices,  the  Medical
Information  Bureau  Notice,  the Fair  Credit  Reporting  Act  Notice,  and the
Authorization and Acknowledgment.  I or my authorized representative can receive
a copy of this authorization form.

<PAGE>


(27)   Initial Premium Authorization

_______  I have NOT made a premium  deposit  with  this  application  nor have I
         received the Conditional Receipt.

_______ I have made a premium deposit in the amount of:

               $______________________________ in connection with this application for life insurance.  I have received and
have read  the Conditional Receipt.  It has been explained to me by the representative, and I understand and agree to all
the conditions and limitations.  ALL CHECKS SHOULD BE MADE PAYABLE TO AMERICAN UNITED LIFE
INSURANCE COMPANY(R).  Do not make checks payable to a representative or leave payee blank.
================================================================================================
(28)   Signatures

I  represent  to the best of my  knowledge  and belief that all  statements  and
answers to this  application  are complete and true. I also  acknowledge  that I
have read the Fraud Warning in Section 25 of this application (not applicable to
residents  of AZ, ND, OR, or TX). I hereby  acknowledge  receipt of the  current
prospectus,  and  any  supplements,  for  this  policy  including  any  required
disclosure if the policy applied for will be in a qualified plan.

- ------------------------------------------------------------------------------------------------------------

Signed at ________________________________________________________   On _______________________________________
                        (City,          State)                                     (Date)


                                                    (Printed Names)      Signatures

Proposed  Insured (Child over age 15 must sign.     _______________      ________________
If Proposed Insured is under age
18, parent or guardian must also sign.)


Payor, Owner, or Application Other Than            _________________     ________________
Proposed Insured

================================================================================================
(29)   Interview Information

Home Phone #:       (_______)_________________                    Best time to call:    _______ a.m._______p.m.
Business Phone #:   (_______)_________________                                          _______ a.m._______ p.m.

(Show any unusual name pronunciation phonetically) ________________________________________________________________
May we interview the spouse or an adult member of the family?       _______ Yes    _______ No
================================================================================================

<PAGE>


(30)   Rep's Statement

Do you have any  knowledge  or reason to believe  that  replacement  of existing
insurance or annuity  coverage may be involved?  _______ Yes _______ No (If yes,
give details in Section 11 and complete any state required replacement forms.)

Did you witness the signatures on this application?       _______ Yes    _______ No

I certify  that:  (1) the  information  provided  by the Owner and the  Proposed
Insured  has  been  accurately  recorded;  (2)  a  current  prospectus  and  all
supplements were delivered;  and (3) I have reasonable  grounds to recommend the
purchase of the policy as suitable for the Owner and the Proposed Insured.

- ---------------------------------------------------        ----------------------------------------
   (Name of Registered Representative) (Please Print)      (Signature of Registered Representative)

If American United Life has questions  concerning this application,  whom should
we call at your office?

Name:  _________________________________________________      Phone #:  (_______)____________
                 (Please Print)                               Fax #:    (_______)____________

If you have  questions  completing  this  application  or any  other  supporting
documentation, please call 1-800-863-9354.

Agency or Broker/Dealer:
Representative Code:
================================================================================================
(31)   Principal Review

Accepted by American United Life Insurance Company(R) at the Home Office by:

________________________________________________________________   On ___________________________
                            (NASD Principal)                                            (Date)
================================================================================================
(32) Mail Application to:

American United Life Insurance Company                    Overnight Deliveries:
P. O. Box 7127                                            American United Life Insurance Company
Indianapolis, IN 46206-7127                               One American Square
                                                          Indianapolis, IN 46282
================================================================================================
</TABLE>


<PAGE>


Supplemental Application


         American United Life Insurance Company(R)
         One American Square
         P.O. Box 7127
         Indianapolis, IN 46206-7127
         Telephone #: (800) 863-9354

<TABLE>

<S>                                 <C>                                         <C>

=======================================================================================================================
(1)  Proposed Primary Insured

Last Name:___________________       First Name:_______________________          MI:__________
=======================================================================================================================

(2)  Other Insured Or Proposed Second  Insured For Last Survivor
(Must complete Supplemental Application  for Insurance)

Last Name:___________________       First Name:_______________________          MI:__________
     ___ Male   ___Female           Date of Birth:_____/________/____           Birth State:________________
                                                  (Month) (Day)  Year)

Height: _________ft. ______ in.________    Weight:______ lbs.  ___Gained    ____Lost     ______lbs. in past yr.

SS#:    ______  - ______  - _________       Home Phone #:  (______ )_________          Other Phone: (________)_________

Residence Address (Street):___________________________________________________________________________________________
City:_______________________State:________    Zip Code:_______________    County:_____________
Country:______________________________________         No. of Years At This Address:______________
               U.S. Citizen: ___Yes   ___No            If no, is the Proposed Insured a permanent resident? ___Yes
                                                                                          ___No
How long residing in the United States? ______ Months   ______Year(s)
Occupation:   __________________________________________________________________________________
Name of Employer: ____________________________________________________    Years Employed:_______
Employer Address:_______________________________________________________________________________
City:___________________________________  State:__________       Zip Code:_______________
________________________________________________________________________________________________

     Beneficiary :      ____  Primary Insured          _____ Same as Beneficiary for Primary Insured

 (If the Beneficiary is Other Than Proposed Primary Insured, complete the rest of this section.)

Last Name:___________________                First Name:_______________________  MI:__________
SS# or Tax ID #:  _______________________       Date of Birth: ___\___\___
                                                          (Month)(Day)(Year)

Home Phone #: (______)_______________        Relationship to the Proposed Insured: ________________________

Full Name of Corporation or Trust: __________________________________ Date of Trust: ___\___\___                                 
                                                                              (Month)(Day)(Year)
==========================================================================================================
(3) Existing Life Insurance
(List all existing life insurance on Proposed Insured. If none, check the box.)

___ None    Indicate if Coverage is Being Replaced.   If 1035, complete Assignment for 1035 Exchange Form.

Amount        Iss. Yr.           Type               Company                No       Yes     1035

______        ________           _____________      __________________     ____     ____    ____ 

=======================================================================================================================

(4) Other Coverage
(Complete for the Proposed Insured)

a.  Has any company declined, postponed, modified, canceled or refused to renew, reinstate or issue insurance?
____ Yes ____ No   (If yes, provide details including Name of Company and Reason)
_____________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________

<PAGE>

b.   Is any other life insurance application now pending or contemplated with any other company?
____ Yes ____ No    (If yes, provide details including Name of Company) _________________________________________

______________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

=======================================================================================================================

(5) Other Information
(Complete for the Proposed Insured)

a.   Have you been convicted of a driving violation, had your license suspended or restriction placed on your license
within the past 5 years? ____ Yes ____ No   (If yes, give details)
_____________________________
______________________________________________________________________________________________________________________

Driver's License #: ___________________________     State of Issue: __________________________________

b.   Have you participated in any vehicle racing, parachuting, hang gliding, scuba diving or ballooning within the
past 2 years, or is any such activity contemplated? ____ Yes ____ No   (If yes, complete Sports
Questionnaire)

c.   Have you flown within the past 3 years as a pilot, student pilot, crew member or had any flying duties or is any
such activity contemplated? ____ Yes ____ No   (If yes, complete Aviation Supplement)

d.   Do you contemplate travel or residence in a foreign country within the next 12 months? ____ Yes ____ No   (If
yes, provide complete details including destination)
________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________

=======================================================================================================================

(6) Tobacco Use
(Complete for the Proposed Insured)

Has proposed Insured:
a.   Ever used tobacco in any form?   ____ Yes   ____ No

b.   Used tobacco in any form within the past 12 months? ____ Yes ____ No   (If yes, check appropriate boxes below)

                                     Packs                                  Other: Patches/
                     Cigarettes    Per Day      Cigars/Pipe      Smokeless  Nicotine Gum
Proposed Insured       ________    _______      __________       _________ _____________

======================================================================================================================

(7) Underwriting Information
(Complete in Proposed Policy Owner/Applicant's Presence

Complete in Proposed Policy Owner/Applicant's  presence. If the Proposed Insured
is a Juvenile, questions (a) through (d) apply to the Applicant.

a.   Annual income from occupation            $________________
b.   Annual income from other sources         $________________         Indicate Source(s) for b._____________________
c.   Projected income for next 12 months      $________________              (Dividends, Rental Income, Interest, Etc.)
d.   Estimated net worth (excluding home)     $________________

Has the Proposed Insured used a different name within the last five years? ____ Yes ____ No   If yes, list names
______________________________________________________________________________________________________________________

If the  Proposed  Insured is a Juvenile,  are all  brothers and sisters (if any)
insured for an amount equal to or greater than the  Proposed  Insured?  ____ Yes
____ No If no, explain.

If the  Proposed  Insured  is a  Juvenile,  what  is the  total  amount  of life
insurance in force on the parent(s)?$______________________________

=======================================================================================================================
<PAGE>

(8) Proposed Insured Health History
(If  paramed is  required,  DO NOT  complete  the  "Answers  Made to the Medical
Examiner" Form.

If paramed not  required,  complete the "Answers  Made to the Medical  Examiner"
Form, Part II.

If applying for  simplified  issue and all questions  are answered  "no", DO NOT
complete the "Answers Made to the Medical Examiner" Form.

Name of Personal Physician: (If none, so state) ______________________________________________________________________
Street: _______________________________________ City:__________________________ State:________ Zip Code:______________
Reason Last Consulted: ___________________________________________________________________ Date: _____________________
What treatment was given or medication prescribed? ___________________________________________________________________

                                                                                         
                                                                                     Give details for any Yes answers. 
                                                                                     Identify the question number.           
                                                                                     Circle applicable item in question.

Has the Proposed Insured: (If yes, circle and explain.)                                  

a.  Ever been treated by a physician or other health care  ____ Yes   ____ No        __________________________________
    professional for any of the following: Heart trouble,                            __________________________________
    stroke, heart murmur, elevated blood pressure, lung                              __________________________________
    or respiratory disorder, kidney disorder, tumor,                                 __________________________________
    cancer, digestive disorder, diabetes, nervous or                                 __________________________________ 
    mental disorder? (If diabetes is circled, complete                               __________________________________ 
    Diabetes Questionnaire.)                                             

b.  Consulted a physician or been examined or treated     ____ Yes   ____  No        __________________________________ 
    at a hospital or other medical facility in the last                              __________________________________
    five years?  ME residents, you may answer this                                   __________________________________
    question "No" if you have tested positive for HIV                                __________________________________
    and have not developed symptoms of the disease                                   __________________________________
    AIDS.                                                                            __________________________________

c.  Ever used narcotics, barbiturates, amphetamines,     ____ Yes  ____  No          __________________________________
    cocaine, LSD, marijuana or hallucinogenic drugs,                                 __________________________________
    unless administered on the advice of a physician?                                __________________________________

d.  Ever received counseling or treatment for the use    ____ Yes   ____ No          __________________________________
    of alcohol or drugs, or have you ever been a                                     __________________________________
    member of any support group for the use of                                       __________________________________
    alcohol or drugs?                                                                __________________________________

======================================================================================================================

(9) Agreements

I represent  that I have read and  understand  all the statements and answers in
this application and that they are true and complete to the best of my knowledge
and belief. It is agreed that:

(a) the statements and answers given in this  application  and any amendments to
it, or made to the medical examiner, will be the basis of any insurance issued;

(b) no representative or medical examiner has the authority to make or alter any
contract for the company;

(c) the  company  may  indicate  changes  in the  space  entitled  "Home  Office
Endorsement"  for  administrative  purposes only; and I must agree in writing to
any other changes in this application (not applicable in NJ, PA or WV);

(d) if a premium deposit is not given,  then insurance shall take effect when
    all of the following are satisfied: 
   (1) a policy issued by the company is accepted by the applicant,
   (2) the full first premium is paid, and 
   (3) to the best of the applicant's  knowledge the health and insurability of any
       person proposed for insurance has not changed since the date of this application.

I and the  representative  certify  that I have  read,  or had  read to me,  the
completed   application,   and  I   realize   that  any   false   statement   or
misrepresentation herein may result in loss of coverage under the policy.

======================================================================================================================

(10) Home Office Endorsement
(Not applicable in NJ, PA or WV)

______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________

======================================================================================================================
<PAGE>

(11) Authorization

I  authorize  any  physician,  or medical  practitioner,  hospital,  and medical
facility,  insurance  company,  DMV, and the MIB to give to American United Life
(AUL) and its reinsurers any of the following  about me or my children,  if they
are to be insured:  facts about physical and mental health; medical care, advice
or treatment;  hobbies,  other insurance,  flying, and driving record (which may
include but is not limited to existing address);  age,  occupation,  income, and
the use of alcohol,  drugs, and tobacco.  Each person proposed for insurance may
be asked to take a physical  exam,  where  tests may be made of blood and urine.
These tests may include  tests for the  presence  and/or  level of blood  sugar,
cocaine or other  drugs,  cholesterol,  nicotine  and,  where  permitted by law,
antibodies to the AIDS virus. All sources except the MIB may give these facts to
any  insurance  support  organization  authorized by AUL to collect and transmit
them. This data will be used to determine eligibility for insurance. A photocopy
of this form shall be as valid as the original. This authorization will be valid
for 30 months  (180 days for AZ  residents)  from the date  shown  below.  I can
choose to be interviewed  if an  investigation  consumer  report is made. I have
received  the Notice of AUL's  Information  Practices,  the Medical  Information
Bureau Notice,  the Fair Credit Reporting Act Notice,  and the Authorization and
Acknowledgment.  I or my  authorized  representative  can receive a copy of this
authorization form.

======================================================================================================================

(12) Signatures

I  represent  to the best of my  knowledge  and belief that all  statements  and
answers to this  application  are complete and true. I also  acknowledge  that I
have read the Fraud Warning in Section 25 of this application (not applicable to
residents  of AZ, ND, OR, or TX). I hereby  acknowledge  receipt of the  current
prospectus,  and  any  supplements,  for  this  policy  including  any  required
disclosure if the policy applied for will be in a qualified plan.

Signed at ________________________________________   On ________________________
               (City/State)                               (Date)


                                                      (Printed Names)                        (Signatures)
Proposed Insured (Child over age 15 must
sign.  If proposed Insured is under age 18,
parent or guardian must also sign.              __________________________            ________________________________

Payor, Owner, or Applicant Other
Than Proposed Insured                           __________________________           _________________________________

======================================================================================================================

(13) Rep's Statement

Do you have any  knowledge  or reason to believe  that  replacement  of existing
insurance or annuity coverage may be involved?
 ____ Yes   ____ No   (If yes, give details in Section 11 and complete any state required replacement forms.)

Did you witness the signatures on this application?   ____ Yes    ____ No

I certify  that:  (1) the  information  provided  by the Owner and the  Proposed
Insured  has  been  accurately  recorded;  (2)  a  current  prospectus  and  all
supplements were delivered;  and (3) I have reasonable  grounds to recommend the
purchase of the policy as suitable for the Owner and the Proposed Insured.

______________________________________________________     ________________________________________
  (Name of Registered Representative) (Please Print)         (Signature of Registered Representative)

If American United Life has questions  concerning this application,  whom should
we call at your office?

Name: ___________________________    Phone #: (_______________)    Fax#:____________
           (Please Print)

If you have  questions  completing  this  application  or any  other  supporting
documentation, please call 1-800-863-9354.

Agency or Broker/Dealer: ____________________________________________    Representative Code:__________

</TABLE>




October 30, 1997

American United Life Insurance Company(R)
One American Square
Indianapolis, Indiana 46282

Dear Messieurs and Madams:

     In my  capacity  as  Associate  General  Counsel of  American  United  Life
Insurance  Company(R)  ("AUL"),  I supervised the  establishment of AUL American
Individual  Variable  Life Unit Trust on July 10,  1997,  by  resolution  of the
Executive Committee of the Board of Directors of AUL as the separate account for
assets  applicable  to  individual  variable  life  contracts,  pursuant  to the
provisions  of  Section  27-1-5-1  Class  1(C) of the  Indiana  Insurance  Code.
Moreover,  I have  been  associated  with the  preparation  of the  Registration
Statements on Form S-6 ("Registration Statements") filed by AUL and AUL American
Individual  Variable  Life Unit Trust on July 31, 1997 with the  Securities  and
Exchange Commission (File Nos. 333-32531 and 333-32553) under the Securities Act
of 1933, as amended,  for the registration of Individual Variable Life Contracts
to be issued with respect to AUL American Individual Variable Life Unit Trust.

     I have made such examination of the law and examined such corporate records
and such other documents that, in my judgment,  are necessary and appropriate to
enable me to render the following opinion that:

     1.   AUL has been duly organized under the laws of the State of Indiana and
          is a validly existing corporation.

     2.   AUL American Individual Variable Life Unit Trust has been duly created
          and validly exists as a separate account pursuant to Indiana law.

     3.   The portion of the assets  held in AUL  American  Individual  Variable
          Life Unit Trust equal to the  reserves and other  liabilities  arising
          out of any other business AUL may conduct.

     4.   The Individual  Variable Life  Contracts have been duly  authorized by
          AUL and, when issued as  contemplated by the  Registration  Statement,
          will constitute legal,  validly issued and binding obligations of AUL,
          except as limited by bankruptcy and other laws generally affecting the
          rights of creditors.

         I hereby  consent  to the  filing of this  opinion as an exhibit of the
Registration Statements.


Very truly yours,


/s/ Richard A. Wacker
Associate General Counsel




Consent of Independent Accountants


We  consent  to the  inclusion  in  this  prospectus  for the  Flexible  Premium
Adjustable Variable Life Insurance Policy, of our report dated February 19, 1997
on our audit of the  financial  statements  of American  United  Life  Insurance
Company. We also consent to reference to our Firm under the caption "Independent
Auditors."




                                               /s/ Coopers & Lybrand L.L.P.

                                                   COOPERS & LYBRAND L.L.P.

Indianapolis, Indiana
November 3, 1997






                             Dechert Price & Rhoads
                         1500 K Street, N.W., Suite 500
                             Washington, D.C. 20005

                                November 5, 1997



The Board of Directors
American United Life Insurance
  Company(R)
One American Square
Indianapolis, Indiana 46282

          Re:      AUL American Individual Variable Life Unit Trust of
                   American United Life Insurance Company (File No. 333-32531)

Dear Sirs and Madam:

     We hereby  consent to the  reference  to our firm under the caption  "Legal
Matters"  in  the   Prospectus   comprising  a  part  of  the   above-referenced
Registration Statement.

                                           Very truly yours,


                                           /s/Dechert Price & Rhoads





November 4, 1997





To Whom It May Concern:

This opinion is furnished in connection with the registration statement filed by
American  United  Life  Insurance  Company  with  the  Securities  and  Exchange
Commission under the Securities Act of 1933 (the  "Registration  Statement") and
the variable life insurance policies (the "Policies") therein described.

In my capacity as Assistant  Vice President and Individual  Product  Actuary,  I
provided  actuarial advice  concerning the preparation of the Policies,  and the
Registration Statement, as amended, and the Exhibits thereto.

In my opinion,  the illustrations of benefits under the Policies included in the
"Illustrations of Account Values, Cash Values,  Death Benefits,  and Accumulated
Premium Payments" Section of the prospectus,  based on the assumptions stated in
the illustrations, are consistent with the provisions of the respective forms of
the Policies.  The ages selected in the illustrations are  representative of the
manner in which the Policies operate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement  and  to  the  use of my  name  under  the  heading  "Experts"  in the
prospectus.

Sincerely,


/s/ Stephen J. Pearson

Stephen J. Pearson, FSA, MAAA
Assistant Vice President and Individual Product Actuary

                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.




                                       Dated:  8/4/97


                                       _/s/ Steven C. Beering
                                       Steven C. Beering, M.D.


<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                  Dated: 7/28/97


                                   /s/ Arthur L. Bryant
                                   Arthur L. Bryant


<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.




                                   Dated:  7/28/97


                                    /s/ James M. Cornelius
                                    James M. Cornelius


<PAGE>

                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                      Dated:  7/28/97


                                      /s/ James E. Dora
                                      James E. Dora


<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                        Dated:  7/28/97


                                        /s/ Otto N. Frenzel III
                                         Otto N. Frenzel III


<PAGE>



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                      Dated: 8/4/97


                                      /s/ David W. Goodrich
                                      David W. Goodrich


<PAGE>



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                       Dated:  7/28/97

                                        /s/ William P. Johnson
                                        William P. Johnson


<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                     Dated: 8/1/97


                                     /s/ James T. Morris
                                     James T. Morris


<PAGE>

                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                    Dated: 7/28/97


                                    /s/ James W. Murphy
                                    James W. Murphy


<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                     Dated:  7/25/97


                                     /s/ R. Stephen Radcliffe
                                     R. Stephen Radcliffe


<PAGE>
                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                     Dated:  8/4/97


                                     /s/ Thomas E. Reilly, Jr.                  
                                     Thomas E. Reilly, Jr.


<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.



                                     Dated:  8/4/97


                                     /s/ William R. Riggs
                                     William R. Riggs


<PAGE>



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                      Dated:  7/25/97


                                      /s/ Jerry D. Semler
                                      Jerry D. Semler


<PAGE>


                                POWER OF ATTORNEY



         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.




                                      Dated:  7/28/97


                                      /s/ Yvonne H. Shaheen
                                      Yvonne H. Shaheen 


<PAGE>




                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned  constitutes
and appoints  Richard A. Wacker and William R. Brown,  and each of them his true
and lawful  attorney-in-fact and agent, each with full power of substitution and
resubstitution  for  him in his  name,  place  and  stead  to  sign  any and all
Registration  Statements  (including  Registration  Statements or any Amendments
thereto  arising from any  reorganization  of a Separate  Account with any other
Separate  Account)  applicable  to  Separate  Accounts  established  for funding
variable  annuity and variable life contracts of American  United Life Insurance
Company(R) and any Amendments or supplements thereto, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


                                     Dated:  7/28/97


                                     /s/ Frank D. Walker
                                     Frank D. Walker


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