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. 333-32553

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                            PRE-EFFECTIVE AMENDMENT 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
                     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 46282
               (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  Modified   Single  Premium   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)

                        Modified Single Premium Variable
                             Life Insurance Policies

                             RECONCILIATION AND TIE

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


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; Cash
                                                           Benefits; 
                                                           Summary and Diagram
                                                           of the Policy

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;
                                                           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
          underlying securities........................... about AUL, the 
                                                           Separate Account and
                                                           the Funds; Charges
                                                           and Deductions - Fund
                                                           Expenses

17.      Withdrawal or redemption.........................Premium Payments and 
                                                           Allocations -Transfer
                                                           Privilege; 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
                   disposition of income .................   About AUL, 
                                                             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 
          securities....................................   of the Policy;
                                                           General Information 
                                                           About AUL, the
                                                           Separate Account and 
                                                           the Funds; Death
                                                           Benefits; 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


                                       ix

<PAGE>


                                   PROSPECTUS

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

    

This  Prospectus  describes a modified  single  premium  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.

The Policy gives you the  opportunity to allocate  premiums and Account Value to
one or more  Investment  Accounts of the AUL American  Individual  Variable Life
Unit Trust (the "Separate  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,
     American Century VP Capital Appreciation        Inc.
           Portfolio
     American Century VP International Portfolio

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
<PAGE>

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.

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, 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.  The Policy also permits loans and
Partial Surrenders, within limits.

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 THE  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.....................................................5

SUMMARY AND DIAGRAM OF THE POLICY........................................9

GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS.......12
         AUL............................................................12
         Separate Account...............................................13
         The Funds......................................................13

PREMIUM PAYMENTS AND ALLOCATIONS........................................17
         Applying for a Policy..........................................17
         Right to Examine Policy........................................18
         Premiums.......................................................18
         Premium Payments to Prevent Lapse..............................19
         Premium Allocations and Crediting..............................19
         Transfer Privilege.............................................20
         Dollar Cost Averaging Program..................................21
         Portfolio Rebalancing Program..................................22

CHARGES AND DEDUCTIONS..................................................22
         Monthly Deduction..............................................22
         Annual Contract Charge.........................................24
         Surrender Charge...............................................24
         Taxes..........................................................25
         Special Uses...................................................25
         Fund Expenses..................................................26

HOW YOUR ACCOUNT VALUES VARY............................................26
         Determining the Account Value..................................26
         Cash Value and Net Cash Value..................................27

DEATH BENEFIT...........................................................28
         Amount of Death Benefit Proceeds...............................28
         Death Benefit..................................................28
         Selecting and Changing the Beneficiary.........................29

CASH BENEFITS...........................................................29
         Policy Loans...................................................29
         Surrendering the Policy for Net Cash Value.....................31
         Partial Surrenders.............................................31
         Settlement Options.............................................32
         Specialized Uses of the Policy.................................33
         Life Insurance Retirement Plans................................33
         Risks of Life Insurance Retirement Plans.......................34

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS 
         AND ACCUMULATED PREMIUM PAYMENTS...............................35
<PAGE>

OTHER POLICY BENEFITS AND PROVISIONS....................................46
         Limits on Rights to Contest the Policy.........................46
         Changes in the Policy or Benefits..............................46
         Exchange for Paid-Up Policy....................................46
         When Proceeds Are Paid.........................................47
         Dividends......................................................47
         Reports to Policy Owners.......................................47
         Assignment.....................................................47
         Reinstatement..................................................48
         Rider Benefits.................................................48

TAX CONSIDERATIONS......................................................49
         Tax Status of the Policy.......................................49
         Tax Treatment of Policy Benefits...............................51
         Estate and Generation Skipping Taxes...........................53
         Life Insurance Purchased for Use in Split Dollar Arrangements..54
         Non-Individual Ownership of Contracts..........................54
         Possible Charge for AUL's Taxes................................54

OTHER INFORMATION ABOUT THE POLICIES AND AUL............................54
         Policy Termination.............................................54
         Resolving Material Conflicts...................................54
         Addition, Deletion or Substitution of Investments..............55
         Voting Rights..................................................56
         Sale of the Policies...........................................57
         AUL Directors and Executive Officers...........................57
         State Regulation...............................................62
         Additional Information.........................................63
         Independent Auditors...........................................63
         Litigation.....................................................63
         Legal Matters..................................................63
         Financial Statements...........................................63
    
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
          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 a death  benefit that is described  herein.  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 under the Partial Surrender provision.

HOME OFFICE
   
          One American Square, Indianapolis, Indiana 46282.
    
INITIAL MAXIMUM PREMIUM

          An amount set to be less than or equal to the  initial  premium  limit
          required to qualify the Policy as life  insurance  under the  Internal
          Revenue Code.



<PAGE>


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  Code.  A table of these
          amounts is on the Policy Data Page of your 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.

NET CASH VALUE

          Cash Value less outstanding loans and loan interest.

OWNER

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

PARTIAL SURRENDER

          A withdrawal of a portion of the Account Value.




<PAGE>


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.

RISK AMOUNT

          The Death Benefit divided by 1.00246627 less the Account Value.

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 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.



<PAGE>


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 interests.
   
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 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.  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 Benefit,  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"  below 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.

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

     Policy Tax Compliance. AUL intends for the Policy to satisfy the definition
of a life  insurance  policy under Section 7702 of the Internal  Revenue Code of
1986,  as amended  (the  "Internal  Revenue  Code").  It is  expected  that most
Policies will be treated as modified endowment contracts ("Modified Endowments")
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.  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."  Premiums are  generally  allocated to the  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 may elect to pay an initial  premium  payment that is equivalent to 80%, 90%
or 100% of the Initial  Maximum Premium plan but are not required to pay premium
payments according to the plan.
    
The Policy's  maximum  initial premium payment depends on the Insured's age, sex
and risk class, initial Face Amount selected,  and any supplemental and/or rider
benefits.

Extra premium payments may be necessary to prevent lapse.


<PAGE>






                              Net Premium Payments

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


                                   Deductions

                               From Account Value

Monthly deduction for cost of insurance,  administration fees, state and Federal
taxes and charges for any  supplemental  and/or rider  benefits.  Administration
fees are currently 1/12 of 0.40% of Account Value per month.  An annual contract
fee of $30 will be  deducted  on a monthly  basis if Account  Value is less than
$50,000.

                            From Investment Accounts

Monthly charge at a guaranteed annual rate of 0.90% from the Investment Accounts
during the first 10 Policy Years and 0.80%  thereafter for mortality and expense
risks.

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



                                  Account Value

Contract Value is equal to premiums,  as adjusted each Valuation Date to reflect
Investment  Account  investment  experience,  charges  deducted and other Policy
transactions (such as transfers, loans and surrenders).
<PAGE>

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  Accounts.  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            For all policies, Face Amount generated by the 
 there is  sufficient  remaining Net Cash Value.              the selection of the initial premium amount.
 Partial  Surrenders reduce the Face Amount
 proportionately.
                                                              
 The Policy may be surrendered in full at any time            Death Benefit equal to the specified amount. 
 for its Net Cash Value.  A surrender charge will             
 apply during the first ten Policy Years after
 issue.                                                       Supplemental and/or rider benefits may be available.

 Settlement options are available.

 Loans, Partial Surrenders, and Full Surrenders
 may  have  adverse  tax consequences.
</TABLE>


        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.
<PAGE>

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.
    
         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.
<PAGE>

         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.

         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.



<PAGE>


         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.

         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 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.

    

<PAGE>


         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 payments under Settlement Option.

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.
<PAGE>

(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.
   
AUL has  entered  into  agreements  with the  Distributors/Advisers  of American
Century Variable  Portfolios,  Inc. and Fidelity Investments 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 net average  aggregate  deposits
made.
    
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.  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.
    
<PAGE>

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.
This period expires 10 days after you receive your Policy. We assume you receive
your Policy 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.
    
Premiums

The Policy  permits  the Owner to pay a large  single  premium  and,  subject to
restrictions,  additional 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 premium payments you propose to make. You may elect the initial
premium to be 80%,  90% or 100% of the  Initial  Maximum  Premium.  The  Initial
Maximum  Premium is less than or equal to the maximum  premium  that can be paid
for a given Face  Amount in order for an  insurance  policy to qualify as a life
insurance  contract  for tax  purposes.  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.
<PAGE>

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
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 which we receive
the premium, but we assume no obligation to do so.

Each premium after the initial premium must be at least $1,000. AUL may increase
this  minimum  90 days  after we send you a  written  notice  of such  increase.
However AUL reserves  the right to limit the amount of a premium  payment or the
total premium payments paid.

Premium Payments to Prevent Lapse

The Policy goes into default at the start of the grace period, which is a period
to make a premium payment  sufficient to prevent lapse.  The grace period starts
if the Net Cash Value on a Monthiversary will not cover the Monthly Deduction. A
premium  sufficient  to keep the  Policy in force must be  submitted  during the
grace period.

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. The grace period will begin when the notice is sent. 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 reflect a reduction  for the Monthly
Deductions  due on or  before  the  date of the  Insured's  death  (and  for any
outstanding loan and loan interest).  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."

Premium Allocations and Crediting

In the  Policy  application,  you  specify  the  percentage  of a premium  to be
allocated to each Investment  Account.  The sum of your  allocations  must equal
100%,  with at least 1% of the  premium  payment  allocated  to each  Investment
Account selected by you. All 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.
<PAGE>

The  initial  premium  generally  is  allocated  to 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 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  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 premiums so allocated. However, we reserve the right to
allocate  premiums  to 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 the  greater  of any
premiums paid or the Account Value. At the end of the "right to examine" period,
we transfer the premium and interest to 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.

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 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.
<PAGE>
   
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  affected  by the  transfer.  The charge will be
deducted from Investment Account(s) from which the transfer are made.
    
         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  Monthiversary  on or  next
following the election.
<PAGE>

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.

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 program  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  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  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
not 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.
    
                             CHARGES AND DEDUCTIONS

Monthly Deduction

AUL will deduct Monthly Deductions for the Contract Date and 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, (3) mortality and expense
risk  charge,  (4) tax  charges,  and (5) any  charges  for rider  benefits,  as
described below. The Monthly  Deduction is deducted from the Investment  Account
prorata on the basis of the portion of Account Value in each account.
<PAGE>
   
         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 may vary  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,  policy size and underwriting class of the Insured, or, alternatively,
may be a charge  against  Account  Value that does not vary with Attained Age or
gender,  and may vary with underwriting  class. For any Policy, the current cost
of insurance on a  Monthiversary  is calculated  in one of two ways:  (1) if the
Initial Maximum  Premium is paid, the cost of insurance  equals the lesser of an
amount  equal,  on an annual  basis,  to a percentage  multiplied by the Account
Value or an amount equal to the Risk Amount multiplied by the guaranteed maximum
cost of insurance rate set forth in the Policy;  or (2) if less than the Initial
Maximum  Premium is paid, the cost of insurance is calculated by multiplying the
current  cost of  insurance  rate for the  Insured  by the Risk  Amount for that
Monthiversary.  We reserve  the right to change the  current  cost of  insurance
rates,  and, in the case of payment of the Initial Maximum Premium,  to assess a
cost of insurance  charge  calculated  solely by multiplying the current cost of
insurance  rate for the Insured by the Risk Amount for a  Monthiversary,  in the
same manner as the cost of insurance  charge  currently is calculated  when less
than the Initial Maximum Premium is paid. The Risk Amount on a Monthiversary  is
the difference  between the Death Benefit  divided by 1.00246627 and the Account
Value.
    
AUL  places the  Insured  in a risk class when the Policy is given  underwriting
approval,  based on AUL's underwriting of the application.  AUL currently places
Insureds in a standard class based on underwriting.  An Insured may be placed in
a  substandard  risk  class,  which  involves a higher  mortality  risk than the
standard  classes.  Standard  rates are  available  for  Issue  Ages  0-89.  The
guaranteed  maximum cost of insurance  rate is set forth on the Policy Data Page
of your Policy.

         Monthly  Administrative  Charge. The monthly administrative charge is a
level monthly  charge that is guaranteed  not to exceed,  on an annual basis,  a
rate of 0.40% of Account  Value.  We reserve the right to charge a lower current
rate. 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.
<PAGE>


         Mortality  and Expense Risk Charge.  AUL deducts a monthly  charge from
the  Investment  Accounts  prorata  based on your amounts in each  account.  The
current  charge is at an annual rate of 0.90% of Variable  Account  value during
the first 10  Policy  Years,  and 0.80%  thereafter,  and is  guaranteed  not to
increase  for the  duration  of a Policy.  AUL may  realize  a profit  from this
charge.

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.  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.
   
         Premium  Tax  Charge.  AUL  deducts a monthly  charge at an annual rate
equal to .25% of Account  Value  during the first 10 Policy  Years for state and
local premium  taxes and related  administrative  expenses.  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
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.
    
         Federal Tax Charge.  AUL also deducts a federal tax charge at an annual
rate equal to 0.15% of Account Value during the first 10 Policy Years.

         Cost of Additional  Benefits Provided by Riders. The cost of additional
benefits   provided  by  riders  is  charged  to  the   Account   Value  on  the
Monthiversary.

Annual Contract Charge

AUL deducts an annual  contract  charge from Account  Value equal to $30 on each
Policy Anniversary in which the Account Value is less than $50,000.  This charge
is deducted  prorata from each  Investment  Account to which you have  allocated
Account Value.

Surrender Charge
   
During the first 10 Policy Years, a surrender  charge based on the percentage of
premium  surrendered  will be deducted  from the Account  Value if the Policy is
completely surrendered for cash, or if you make a Partial Surrender in excess of
12% of the first year  premium not  previously  withdrawn.  The total  surrender
charge will not exceed the maximum surrender charge set forth in your Policy.

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.
    
<PAGE>

The table below shows the surrender  charge deducted if the Policy is completely
surrendered during the first 10 Policy Years.


                           Table of Surrender Charges

                                                                           
                         Policy Year       Percentage of Premium

                               1                    10%
                               2                     9%
                               3                     8%
                               4                     7%
                               5                     6%
                               6                     5%
                               7                     4%
                               8                     3%
                               9                     2%
                              10                     1%

Taxes

AUL does not  currently  assess a charge  for any  taxes  other  than the  state
premium tax charge and federal tax  charge.  We reserve the right,  however,  to
assess a charge for such taxes,  or taxes  resulting from the performance of the
Separate  Account,  against the Separate Account 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.
    
<PAGE>

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.

                          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 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,  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 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 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  in the Loan  Account,  premium  payments  since the prior
Valuation Date,  charges,  transfers,  Partial  Surrenders and surrender charges
since the prior Valuation Date, loans and loan repayments.
   
         Variable  Account  Value.  When you allocate an amount to an Investment
Account,  either by 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 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 is 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.
<PAGE>

         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   Account  was  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.

         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.


         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 as collateral for Policy loans and for due
and unpaid loan interest,  less amounts transferred from the Loan Account to the
Investment  Accounts 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


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 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

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.  If
investment  performance  is  favorable,  the  amount  of the Death  Benefit  may
increase.  However,  the Death  Benefit  ordinarily  will not change for several
years to reflect any favorable investment performance and may not change at all.
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>


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 Variable 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.


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.
<PAGE>


         Loan  Collateral.  When a Policy loan is made, an amount  sufficient to
secure the loan is transferred out of the Investment  Accounts 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 in the same  proportion  that the
Account  Value in each  Investment  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 to the Loan
Account in the same proportion  that each Investment  Account value 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 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
outstanding  loans  and  loan  interests  and the  amount  credited  to the Loan
Account).  On each Monthiversary,  the interest earned on the Loan Account since
the previous Monthiversary will be transferred to the Loan Account.

         Preferred  Loan  Provision.  A preferred  loan may be made available by
AUL.  The  amount  available  for a  preferred  loan is the  amount by which the
Account Value exceeds total premiums  paid.  The maximum amount  available for a
preferred loan may not exceed the maximum loan amount. The preferred loan amount
will be credited with an effective  annual rate of interest  (currently,  6.0%).
Thus,  the current net cost of the preferred  loan is 0% per year.  Any interest
credited in excess of the minimum guaranteed rate is not guaranteed.

         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. 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.  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  according  to the premium  allocation
instructions in effect at that time.
    
If  the  Death  Benefit  becomes  payable  while  a  loan  is  outstanding,  any
outstanding  loans and loan interest will be deducted in  calculating  the Death
Benefit Proceeds. See "Amount of Death Benefit Proceeds."
<PAGE>
   
If the Monthly  Deduction exceeds the Net Cash Value on any  Monthiversary,  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 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.  Loans may be  currently  taxable  and  subject to a 10%
penalty tax. 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.

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
payment 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. A Partial  Surrender  exceeding,  in any Policy Year, 12% of the total first
year premium not previously  withdrawn may be subject to a surrender charge. See
"Surrender  Charge." As of the date AUL receives a written request for a Partial
Surrender,  the Account Value and, therefore,  the Cash Value will be reduced by
the Partial Surrender.

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  on  a  prorata  basis.   Partial   Surrenders  may  have  adverse  tax
consequences. See "Tax Considerations."
    
<PAGE>

AUL will reduce the Face Amount in  proportion  to the  reduction in the Account
Value resulting from the Partial Surrender.  AUL will reject a Partial Surrender
request if the  Partial  Surrender  would  reduce the  Account  Value  below the
minimum Account Value on the Policy Data Page, 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.
    
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.
<PAGE>
   
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."

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.
<PAGE>

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.  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.
    
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.
<PAGE>

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 their 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 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  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  premiums are  allocated  equally among the 16
Investment Accounts available under the Policy.  These illustrations also assume
that no Policy loans have been made.
<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 Monthly  Deduction.  AUL has
the  contractual  right to charge the guaranteed  maximum  charges.  The current
charges and,  alternatively,  the  guaranteed  charges are reflected in separate
illustrations  that follow.  All the illustrations  reflect the fact that no tax
charges  other than the premium tax charge and federal tax charge are  currently
made  against  the  Separate  Account and assume no  outstanding  loans and loan
interest 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(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $316,466

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

   (APPROXIMATE NET OF -1.65% DURING FIRST 10 POLICY YEARS, -1.55% THEREAFTER)
<TABLE>
<S>              <C>              <C>               <C>      <C>           <C>          <C>      <C>


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account        Cash     Death          Account     Cash       Death
                  Year               Value         Value    Benefit        Value       Value     Benefits
- -------------- ---------------- -------------   ---------- ---------    ----------     ------    ---------

  1                 105,000         96,933          86,933    316,466      96,063       86,063     316,466      
  2                 110,250         93,960          84,960    316,466      92,057       83,057     316,466    
  3                 115,762         91,079          83,079    316,466      87,962       79,962     316,466    
  4                 121,551         88,286          81,286    316,466      83,751       76,751     316,466    
  5                 127,628         85,578          79,578    316,466      79,402       73,402     316,466    
  6                 134,010         82,953          77,953    316,466      74,891       69,891     316,466    
  7                 140,710         80,409          76,409    316,466      70,198       66,198     316,466    
  8                 147,746         77,943          74,943    316,466      65,301       62,301     316,466    
  9                 155,133         75,553          73,553    316,466      60,174       58,174     316,466    
 10                 162,889         73,236          72,236    316,466      54,784       53,784     316,466    
 11                 171,034         71,346          71,346    316,466      49,310       49,310     316,466    
 12                 179,586         69,505          69,505    316,466      43,433       43,433     316,466    
 13                 188,565         67,712          67,712    316,466      37,081       37,081     316,466    
 14                 197,993         65,965          65,965    316,466      30,174       30,174     316,466    
 15                 207,893         64,262          64,262    316,466      22,620       22,620     316,466    
 16                 218,287         62,604          62,604    316,466      14,335       14,335     316,466    
 17                 229,202         60,989          60,989    316,466       5,225        5,225     316,466    
 18                 240,662         59,415          59,415    316,466           0            0           0    
 19                 252,695         57,882          57,882    316,466           0            0           0    
 20                 265,330         56,389          56,389    316,466           0            0           0    
 21                 278,596         54,934          54,934    316,466           0            0           0    
 22                 292,526         53,516          53,516    316,466           0            0           0    
 23                 307,152         52,135          52,135    316,466           0            0           0    
 24                 322,510         50,790          50,790    316,466           0            0           0    
 25                 338,635         49,449          49,449    316,466           0            0           0    
 26                 355,567         48,143          48,143    316,466           0            0           0    
 27                 373,346         46,870          46,870    316,466           0            0           0    
 28                 392,013         45,630          45,630    316,466           0            0           0    
 29                 411,614         44,422          44,422    316,466           0            0           0    
 30                 432,194         43,244          43,244    316,466           0            0           0    
                                                                                                   
- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</TABLE>


*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 0% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $316,466

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

    (APPROXIMATE NET OF 4.30% DURING FIRST 10 POLICY YEARS, 4.40% THEREAFTER)

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


End of          Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year   Accumulated at
                5% Interest Per     Account         Cash       Death           Account    Cash     Death
                Year                 Value          Value      Benefit         Value      Value    Benefits
- -------------- ----------------   -----------      --------    --------      ----------   -------  --------  

    1           105,000               102,798         92,798     316,466       101,937     91,937   316,466   
    2           110,250               105,675         96,675     316,466       103,818     94,818   316,466 
    3           115,762               108,632        100,632     316,466       105,629     97,628   316,466 
    4           121,551               111,672        104,672     316,466       107,346    100,346   316,466 
    5           127,628               114,796        108,796     316,466       108,953    102,953   316,466 
    6           134,010               118,009        113,009     316,466       110,431    105,431   316,466 
    7           140,710               121,311        117,311     316,466       111,766    107,766   316,466 
    8           147,746               124,705        121,705     316,466       112,941    109,941   316,466 
    9           155,133               128,195        126,195     316,466       113,937    111,937   316,466 
   10           162,889               131,782        130,782     316,466       114,725    113,725   316,466 
   11           171,034               136,149        136,149     316,466       115,860    115,860   316,466 
   12           179,586               140,660        140,660     316,466       116,740    116,740   316,466 
   13           188,565               145,321        145,321     316,466       117,312    117,312   316,466 
   14           197,993               150,137        150,137     316,466       117,516    117,516   316,466 
   15           207,893               155,112        155,112     316,466       117,286    117,286   316,466 
   16           218,287               160,252        160,252     316,466       116,559    116,559   316,466 
   17           229,202               165,562        165,562     316,466       115,265    115,265   316,466 
   18           240,662               171,048        171,048     316,466       113,324    113,324   316,466 
   19           252,695               176,716        176,716     316,466       110,638    110,638   316,466 
   20           265,330               182,572        182,572     316,466       107,069    107,069   316,466 
   21           278,596               188,622        188,622     316,466       102,435    102,435   316,466 
   22           292,526               194,872        194,872     316,466        96,500     96,500   316,466 
   23           307,152               201,329        201,329     316,466        88,963     88,963   316,466 
   24           322,510               208,001        208,001     316,466        79,453     79,453   316,466 
   25           338,635               214,893        214,893     316,466        67,546     67,546   316,466 
   26           355,567               222,014        222,014     316,466        52,739     52,739   316,466 
   27           373,346               229,371        229,371     316,466        34,402     34,402   316,466 
   28           392,013               236,971        236,971     316,466        11,830     11,830   316,466 
   29           411,614               244,824        244,824     316,466             0          0         0 
   30           432,194               252,937        252,937     316,466             0          0         0 
                                                                                                                           
- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates.  

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 50 MALE

                            INITIAL FACE AMOUNT $316,466

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

   (APPROXIMATE NET OF 10.25% DURING FIRST 10 POLICY YEARS, 10.36% THEREAFTER)

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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account        Cash        Death       Account      Cash       Death
                  Year               Value         Value       Benefit     Value        Value      Benefits
- -------------- ----------------    ----------   ---------     ---------   ----------   -------    ----------

    1           105,000              108,664        98,664      316,466    107,812       97,812     316,466 
    2           110,250              118,078       109,078      316,466    116,281      107,281     316,466
    3           115,762              128,307       120,307      316,466    125,471      117,471     316,466
    4           121,551              139,423       132,423      316,466    135,449      128,449     316,466
    5           127,628              151,502       145,502      316,466    146,300      140,300     316,466
    6           134,010              164,627       159,627      316,466    158,122      153,122     316,466
    7           140,710              178,890       174,890      316,466    171,034      167,034     316,466
    8           147,746              194,388       191,388      316,466    185,168      182,168     316,466
    9           155,133              211,229       209,229      316,466    200,681      198,681     316,466
   10           162,889              229,551       228,551      316,466    217,750      216,750     316,466
   11           171,034              250,928       250,928      326,206    237,775      237,775     316,466
   12           179,586              274,391       274,391      351,221    259,966      259,966     332,757
   13           188,565              300,020       300,020      378,026    284,264      284,264     358,173
   14           197,993              328,018       328,018      406,742    310,811      310,811     385,406
   15           207,893              358,612       358,612      437,506    339,825      339,825     414,586
   16           218,287              392,063       392,063      470,475    371,552      371,552     445,863
   17           229,202              428,539       428,539      509,961    406,156      406,156     483,326
   18           240,662              468,315       468,315      552,612    443,900      443,900     523,802
   19           252,695              511,691       511,691      598,678    485,069      485,069     567,531
   20           265,330              558,987       558,987      648,425    529,972      529,972     614,768
   21           278,596              610,550       610,550      702,133    578,942      578,942     665,783
   22           292,526              667,065       667,065      753,784    632,626      632,626     714,868
   23           307,152              729,098       729,098      809,298    691,563      691,563     767,635
   24           322,510              797,319       797,319      869,078    756,390      756,390     824,465
   25           338,635              872,545       872,545      933,623    827,877      827,877     885,828
   26           355,567              955,760       955,760    1,003,548    906,949      906,949     952,296
   27           373,346            1,046,547     1,046,547    1,098,874    993,252      993,252   1,042,915
   28           392,013            1,145,540     1,145,540    1,202,817  1,087,406    1,087,406   1,141,776
   29           411,614            1,253,417     1,253,417    1,316,088  1,190,071    1,190,071   1,249,574
   30           432,194            1,370,888     1,370,888    1,439,433  1,301,944    1,301,944   1,367,041
                                                                                                  
- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates.

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER ANY PERIOD OF
TIME.



<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $220,770

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

   (APPROXIMATE NET OF -1.65% DURING FIRST 10 POLICY YEARS, -1.55% THEREAFTER)

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

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account      Cash      Death       Account    Cash     Death
                  Year              Value        Value     Benefit     Value      Value    Benefits
- -------------- ---------------- ------------ ----------   ---------   --------   -------- ----------

 1                 105,000          96,933       86,933     220,770     95,538    85,538    220,770    
 2                 110,250          93,960       84,960     220,770     90,915    81,915    220,770 
 3                 115,762          91,079       83,079     220,770     86,090    78,090    220,770 
 4                 121,551          88,285       81,285     220,770     81,019    74,019    220,770 
 5                 127,628          85,578       79,578     220,770     75,654    69,654    220,770 
 6                 134,010          82,953       77,953     220,770     69,945    64,945    220,770 
 7                 140,710          80,409       76,409     220,770     63,842    59,842    220,770 
 8                 147,746          77,943       74,943     220,770     57,288    54,288    220,770 
 9                 155,133          75,553       73,553     220,770     50,211    48,211    220,770 
10                 162,889          73,236       72,236     220,770     42,669    41,669    220,770 
11                 171,034          71,346       71,346     220,770     34,387    34,387    220,770 
12                 179,586          69,505       69,505     220,770     25,148    25,148    220,770 
13                 188,565          67,712       67,712     220,770     14,732    14,732    220,770 
14                 197,993          65,964       65,964     220,770      2,873     2,873    220,770 
15                 207,893          64,262       64,262     220,770          0         0          0 
16                 218,287          62,604       62,604     220,770          0         0          0 
17                 229,202          60,989       60,989     220,770          0         0          0 
18                 240,662          59,415       59,415     220,770          0         0          0 
19                 252,695          57,882       57,882     220,770          0         0          0 
20                 265,330          56,389       56,388     220,770          0         0          0 
21                 278,596          54,934       54,933     220,770          0         0          0 
22                 292,526          53,516       53,516     220,770          0         0          0 
23                 307,152          52,135       52,135     220,770          0         0          0 
24                 322,510          50,790       50,790     220,770          0         0          0 
25                 338,635          49,449       49,449     220,770          0         0          0 
26                 355,567          48,143       48,143     220,770          0         0          0 
27                 373,346          46,870       46,870     220,770          0         0          0 
28                 392,013          45,630       45,630     220,770          0         0          0 
29                 411,614          44,422       44,422     220,770          0         0          0 
30                 432,194          43,244       43,244     220,770          0         0          0 
- -------------- ---------------- ------------- ---------    ----------  ----------  --------
</TABLE>                                                   

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 0% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,0000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $220,770

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

    (APPROXIMATE NET OF 4.30% DURING FIRST 10 POLICY YEARS, 4.40% THEREAFTER)

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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account     Cash       Death          Account     Cash        Death
                  Year               Value      Value      Benefit        Value       Value      Benefits
- -------------- ----------------   ----------    -------   -------- ----------------  --------   ----------

 1                  105,000         102,798      92,798    220,770         101,422     91,422     220,770     
 2                  110,250         105,675      96,675    220,770         102,729     93,729     220,770  
 3                  115,762         108,632     100,632    220,770         103,895     95,895     220,770  
 4                  121,551         111,671     104,671    220,770         104,891     97,891     220,770  
 5                  127,628         114,796     108,796    220,770         105,687     99,687     220,770  
 6                  134,010         118,008     113,008    220,770         106,254    101,254     220,770  
 7                  140,710         121,311     117,311    220,770         106,562    102,562     220,770  
 8                  147,746         124,705     121,705    220,770         106,577    103,577     220,770  
 9                  155,133         128,195     126,195    220,770         106,258    104,258     220,770  
10                  162,889         131,782     130,782    220,770         105,541    104,541     220,770  
11                  171,034         136,149     136,149    220,770         104,891    104,891     220,770  
12                  179,586         140,660     140,660    220,770         103,697    103,697     220,770  
13                  188,565         145,321     145,321    220,770         101,828    101,828     220,770  
14                  197,993         150,137     150,137    220,770          99,127     99,127     220,770  
15                  207,893         155,112     155,112    220,770          95,419     95,418     220,770  
16                  218,287         160,251     160,251    220,770          90,499     90,499     220,770  
17                  229,202         165,562     165,562    220,770          84,128     84,128     220,770  
18                  240,662         171,048     171,048    220,770          76,013     76,013     220,770  
19                  252,695         176,716     176,716    220,770          65,774     65,774     220,770  
20                  265,330         182,572     182,572    220,770          52,893     52,893     220,770  
21                  278,596         188,621     188,621    220,770          36,620     36,620     220,770  
22                  292,526         194,872     194,872    220,770          15,986     15,986     220,770  
23                  307,152         201,329     201,329    220,770               0          0           0  
24                  322,510         208,001     208,000    220,770               0          0           0  
25                  338,635         214,893     214,893    225,638               0          0           0  
26                  355,567         222,014     222,014    233,114               0          0           0  
27                  373,346         229,371     229,371    240,839               0          0           0  
28                  392,013         236,971     236,971    248,820               0          0           0  
29                  411,614         244,824     244,824    257,065               0          0           0  
30                  432,194         252,936     252,936    265,583               0          0           0  
                                                                                                           
- -------------- ---------------- ------------- --------------- --------- ---------------- ------   ------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                               SINGLE LIFE OPTION

                            $100,000 INITIAL PREMIUM

                                ISSUE AGE 60 MALE

                            INITIAL FACE AMOUNT $220,770

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

   (APPROXIMATE NET OF 10.25% DURING FIRST 10 POLICY YEARS, 10.36% THEREAFTER)

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

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account       Cash        Death        Account      Cash         Death
                  Year              Value         Value       Benefit       Value       Value        Benefits
- -------------- ---------------- -------------   ---------   ---------     --------     -------       -------- 

 1                 105,000          108,663        98,663      220,770      107,308       97,308      220,770             
 2                 110,250          118,078       109,078      220,770      115,256      106,256      220,770   
 3                 115,762          128,307       120,307      220,770      123,922      115,922      220,770   
 4                 121,551          139,423       132,423      220,770      133,399      126,399      220,770   
 5                 127,628          151,502       145,502      220,770      143,806      137,806      220,770   
 6                 134,010          164,627       159,627      220,770      155,289      150,289      220,770   
 7                 140,710          178,890       174,890      220,770      168,029      164,029      220,770   
 8                 147,746          194,461       191,461      229,464      182,244      179,244      220,770   
 9                 155,133          211,413       209,413      247,354      198,091      196,091      231,766   
10                 162,889          229,803       228,803      266,572      215,349      214,349      249,805   
11                 171,034          251,001       251,001      288,651      235,248      235,248      270,535   
12                 179,586          274,235       274,235      309,885      257,062      257,062      290,480   
13                 188,565          299,737       299,737      332,708      281,010      281,010      311,921   
14                 197,993          327,783       327,783      357,284      307,352      307,352      335,014   
15                 207,893          358,709       358,709      383,819      336,400      336,400      359,948   
16                 218,287          392,919       392,919      412,565      368,530      368,530      386,957   
17                 229,202          430,242       430,242      451,754      403,599      403,599      423,779   
18                 240,662          470,939       470,939      494,486      441,857      441,857      463,950   
19                 252,695          515,288       515,288      541,052      483,574      483,574      507,753   
20                 265,330          563,581       563,581      591,760      529,033      529,033      555,484   
21                 278,596          616,118       616,118      646,924      578,528      578,528      607,454   
22                 292,526          673,204       673,204      706,864      632,364      632,364      663,983   
23                 307,152          735,191       735,191      771,951      690,854      690,854      725,397   
24                 322,510          802,887       802,887      843,031      754,322      754,322      792,038   
25                 338,635          876,815       876,815      920,656      823,115      823,115      864,270   
26                 355,567          957,551       957,551    1,005,429      897,604      897,604      942,484   
27                 373,346        1,045,721     1,045,721    1,098,007      978,186      978,186    1,027,095   
28                 392,013        1,142,010     1,142,010    1,199,110    1,065,281    1,065,281    1,118,545   
29                 411,614        1,247,164     1,247,164    1,309,522    1,159,331    1,159,331    1,217,297   
30                 432,194        1,362,001     1,362,001    1,430,101    1,260,790    1,260,790    1,323,829   
- -------------- ---------------- ------------- --------------- --------- -------------- --------     ---------
</TABLE>


*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER ANY PERIOD OF
TIME.


<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                                  LAST SURVIVOR

                            $100,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $333,256

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

   (APPROXIMATE NET OF -1.65% DURING FIRST 10 POLICY YEARS, -1.55% THEREAFTER)

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

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per    Account        Cash       Death        Account    Cash       Death
                  Year                Value         Value      Benefit      Value      Value      Benefits
- -------------- ----------------   -------------   ---------    --------    -------   --------    ---------

   1               105,000            97,528        87,528      333,256     97,528     87,528     333,256 
   2               110,250            95,027        86,027      333,256     95,027     86,027     333,256 
   3               115,762            92,477        84,477      333,256     92,477     84,477     333,256 
   4               121,551            89,955        82,955      333,256     89,850     82,850     333,256 
   5               127,628            87,502        81,502      333,256     87,112     81,112     333,256 
   6               134,010            85,116        80,116      333,256     84,226     79,226     333,256 
   7               140,710            82,795        78,795      333,256     81,154     77,154     333,256 
   8               147,746            80,538        77,538      333,256     77,853     74,853     333,256 
   9               155,133            78,342        76,342      333,256     74,278     72,278     333,256 
  10               162,889            76,205        75,205      333,256     70,366     69,366     333,256 
  11               171,034            74,499        74,499      333,256     66,377     66,377     333,256 
  12               179,586            72,832        72,832      333,256     61,836     61,836     333,256 
  13               188,565            71,201        71,201      333,256     56,596     56,596     333,256 
  14               197,993            69,607        69,607      333,256     50,476     50,476     333,256 
  15               207,893            68,049        68,049      333,256     43,235     43,235     333,256 
  16               218,287            66,526        66,526      333,256     34,666     34,666     333,256 
  17               229,202            65,036        65,036      333,256     24,505     24,505     333,256 
  18               240,662            63,581        63,581      333,256     12,451     12,451     333,256 
  19               252,695            62,157        62,157      333,256          0          0       0 
  20               265,330            60,766        60,766      333,256          0          0       0 
  21               278,596            59,405        59,405      333,256          0          0       0 
  22               292,526            58,076        58,076      333,256          0          0       0 
  23               307,152            56,775        56,775      333,256          0          0       0 
  24               322,510            55,504        55,504      333,256          0          0       0 
  25               338,635            54,262        54,262      333,256          0          0       0 
  26               355,567            53,047        53,047      333,256          0          0       0 
  27               373,346            51,860        51,860      333,256          0          0       0 
  28               392,013            50,699        50,699      333,256          0          0       0 
  29               411,614            49,534        49,534      333,256          0          0       0 
  30               432,194            48,394        48,394      333,256          0          0       0 
                                                                                              
- -------------- ---------------- ------------- --------------- --------- ---------------- -------- ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 0% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 0%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                                  LAST SURVIVOR

                            $100,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $333,256

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

    (APPROXIMATE NET OF 4.30% DURING FIRST 10 POLICY YEARS, 4.40% THEREAFTER)

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


End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per   Account     Cash      Death      Account     Cash        Death
                  Year              Value       Value     Benefit     Value      Value      Benefits
- -------------- ----------------    ----------  ---------  ---------  ----------  --------    ----------

   1               105,000         103,430     93,430     333,256     103,430       93,430    333,256      
   2               110,250         106,893     97,893     333,256     106,893       97,893    333,256
   3               115,762         110,371    102,371     333,256     110,371      102,371    333,256
   4               121,551         113,857    106,857     333,256     113,845      106,845    333,256
   5               127,628         117,454    111,454     333,256     117,288      111,288    333,256
   6               134,010         121,164    116,164     333,256     120,673      115,673    333,256
   7               140,710         124,991    120,991     333,256     123,970      119,970    333,256
   8               147,746         128,940    125,940     333,256     127,150      124,150    333,256
   9               155,133         133,012    131,012     333,256     130,180      128,180    333,256
  10               162,889         137,214    136,214     333,256     133,017      132,017    333,256
  11               171,034         142,258    142,258     333,256     136,292      136,292    333,256
  12               179,586         147,488    147,488     333,256     139,290      139,289    333,256
  13               188,565         152,909    152,909     333,256     141,913      141,913    333,256
  14               197,993         158,530    158,530     333,256     144,047      144,047    333,256
  15               207,893         164,358    164,358     333,256     145,559      145,559    333,256
  16               218,287         170,400    170,400     333,256     146,306      146,306    333,256
  17               229,202         176,664    176,664     333,256     146,127      146,127    333,256
  18               240,662         183,158    183,158     333,256     144,844      144,844    333,256
  19               252,695         189,891    189,891     333,256     142,236      142,236    333,256
  20               265,330         196,871    196,871     333,256     138,004      138,004    333,256
  21               278,596         204,109    204,109     333,256     131,741      131,741    333,256
  22               292,526         211,612    211,612     333,256     122,889      122,889    333,256
  23               307,152         219,391    219,391     333,256     110,680      110,680    333,256
  24               322,510         227,456    227,456     333,256      94,099       94,099    333,256
  25               338,635         235,817    235,817     333,256      71,809       71,809    333,256
  26               355,567         244,486    244,486     333,256      41,984       41,984    333,256
  27               373,346         253,473    253,473     333,256       2,201        2,201    333,256
  28               392,013         262,791    262,791     333,256           0            0          0
  29               411,614         272,451    272,451     333,256           0            0          0
  30               432,194         282,467    282,467     333,256           0            0          0
                                                                                   
- -------------- ---------------     -------   --------- ------------- ---------   ----------  --------- 
</TABLE>                              
                              
*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates.

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 6% OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGED 6%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR
THE SEPARATE ACCOUNT.  NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>


                    American United Life Insurance Company(R)
                 Modified Single Premium Variable Life Insurance

                              LAST SURVIVOR OPTION

                            $100,000 INITIAL PREMIUM

                         ISSUE AGE: 60 MALE \ 60 FEMALE

                            INITIAL FACE AMOUNT $333,256

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

   (APPROXIMATE NET OF 10.25% DURING FIRST 10 POLICY YEARS, 10.36 THEREAFTER)

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

End of            Premiums                           CURRENT CHARGES*           GUARANTEED CHARGES**
Contract Year     Accumulated at
                  5% Interest Per    Account       Cash      Death          Account       Cash          Death
                  Year                Value        Value     Benefit        Value        Value         Benefits
- -------------- ----------------   -------------  ---------   --------- --------------   --------      ----------

   1               105,000           109,333        99,333     333,256       109,333        99,333        333,256
   2               110,250           119,456       110,456     333,256       119,456       110,456        333,256
   3               115,762           130,432       122,432     333,256       130,432       122,432        333,256
   4               121,551           142,330       135,330     333,256       142,330       135,330        333,256
   5               127,628           155,227       149,227     333,256       155,227       149,227        333,256
   6               134,010           169,266       164,266     333,256       169,211       164,211        333,256
   7               140,710           184,576       180,576     333,256       184,388       180,388        333,256
   8               147,746           201,270       198,270     333,256       200,885       197,885        333,256
   9               155,133           219,474       217,474     333,256       218,850       216,850        333,256
  10               162,889           239,325       238,325     333,256       238,458       237,458        333,256
  11               171,034           262,285       262,285     333,256       261,226       261,226        333,256
  12               179,586           287,551       287,551     333,256       286,365       286,365        333,256
  13               188,565           315,496       315,496     350,201       314,188       314,188        348,749
  14               197,993           346,221       346,221     377,381       344,791       344,791        375,822
  15               207,893           379,972       379,972     406,570       378,410       378,410        404,899
  16               218,287           417,104       417,104     437,959       415,397       415,397        436,167
  17               229,202           457,745       457,745     480,632       455,885       455,885        478,679
  18               240,662           502,198       502,198     527,308       500,177       500,177        525,186
  19               252,695           550,789       550,789     578,329       548,601       548,601        576,031
  20               265,330           603,860       603,860     634,053       601,504       601,504        631,579
  21               278,596           661,775       661,775     694,864       659,246       659,246        692,209
  22               292,526           725,246       725,246     761,508       722,204       722,204        758,314
  23               307,152           794,803       794,803     834,543       790,761       790,761        830,299
  24               322,510           871,032       871,032     914,584       865,316       865,316        908,582
  25               338,635           954,572       954,572   1,002,301       946,284       946,284        993,598
  26               355,567         1,046,124     1,046,124   1,098,430     1,034,101     1,034,101      1,085,806
  27               373,346         1,146,457     1,146,457   1,203,780     1,129,223     1,129,223      1,185,684
  28               392,013         1,256,413     1,256,413   1,319,233     1,232,127     1,232,127      1,293,734
  29               411,614         1,376,914     1,376,914   1,445,760     1,343,306     1,343,306      1,410,471
  30               432,194         1,508,973     1,508,973   1,584,421     1,463,258     1,463,258      1,536,421
                                                                                                                  
- -------------- ---------------- ------------- --------------- --------- ---------------- --------      ----------
</TABLE>

*These values reflect  investment results using current cost of insurance rates,
administrative  fees,  and  mortality  and expense  risk rates. 

**These values reflect  investment  results using  guaranteed  cost of insurance
rates, administrative fees, and mortality and expense risk rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE  ILLUSTRATIVE  ONLY AND  SHOULD  NOT BE DEEMED A  REPRESENTATION  OF PAST OR
FUTURE INVESTMENT  RESULTS.  ACTUAL INVESTMENT  RESULTS MAY BE MORE OR LESS THAN
THOSE SHOWN. THE DEATH BENEFIT,  ACCOUNT VALUE AND CASH VALUE FOR A POLICY WOULD
BE DIFFERENT  FROM THOSE SHOWN IF ACTUAL  INVESTMENT  RETURN  APPLICABLE  TO THE
POLICY AVERAGED 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH BENEFIT,  ACCOUNT VALUE AND
CASH VALUE FOR A POLICY WOULD ALSO BE DIFFERENT  FROM THOSE SHOWN,  DEPENDING ON
THE  INVESTMENT  ALLOCATIONS  MADE TO THE  INVESTMENT  ACCOUNTS AND THE RATES OF
RETURN  OF THE  SEPARATE  ACCOUNT  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED  12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE
FOR THE SEPARATE ACCOUNT.  NO REPRESENTATION  CAN BE MADE THAT THIS HYPOTHETICAL
RATE 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 Policy.

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.

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 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.
    
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.
<PAGE>

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.

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 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,  change in value of amounts in the  Separate  Account,  premiums
paid, loans, Partial Surrenders, expenses 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, or if you take
out a loan,  transfer amounts among the Investment  Accounts or take surrenders,
you will receive a written confirmation of these transactions.
<PAGE>

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 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.

Rider Benefits

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.

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

    This rider waives the Monthly Deduction, excluding the mortality and expense
    risk charge, 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.

    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 LS 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.



<PAGE>


    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.
         
    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.

Your  determination as to how to purchase a desired level of insurance  coverage
should be based on specific insurance needs.  Consult your sales  representative
for further information.

Additional rules and limits apply to these rider benefits. Not all such benefits
may be  available  at any time,  and rider  benefits in addition to those listed
above may be made  available.  Please ask your AUL  representative  for  further
information, or contract the Home Office.

                               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").

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.
<PAGE>
   
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), 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 it deems in its sole  discretion  as  necessary  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."

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  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.
<PAGE>


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 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.
    
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 any of outstanding  loans and
loan interests 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.

<PAGE>

It is  expected  that most  Policies  will be  Modified  Endowments.  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.

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.

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.
<PAGE>

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.

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  (when  the  Death  Benefits  would be
available to pay taxes due and other expenses incurred).

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.
    
<PAGE>


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  premium tax charge and federal tax charge)  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.

                  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."

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.
    
<PAGE>

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.

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.

<PAGE>


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.

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.
<PAGE>

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   will   generally   be   paid  4%  of  the   initial   premium.
Representatives  will  generally be paid 4% of the initial  premium.  Additional
commissions may be paid in certain circumstances. Other allowances and overrides
also may be paid.

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.


<PAGE>

<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
   
William T. Tindall                                          Sr. Vice Pres., Pension Div., 8/97-present; Sr. Vice
                                                            Pres., Massachusetts Mutual Life Insurance Co.,
                                                            1993-1997; Vice Pres., 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
<PAGE>

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.
Zionsville, IN 46077                                        State Life Ins. Co., 11/94-present, Dir., National Bank
                                                            of Indpls., 11/93-present; Dir. Lilly Industries, Inc.,
                                                            4/96-present

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
<PAGE>

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., Indiana 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.,
                                                            Indianapolis Chamber of Commerce, 1/90-present; Dir.,
                                                            Greater Indianapolis Progress Committee, 12/88-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.,
</TABLE>
                                                            8/95-present

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 had 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 INDIANA

                          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

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

                                        Current Statement Date
                                   1                   2                      3                  4                  5
                                                                                                                  December 31
                                                                                             Net Admitted Assets  Prior Year Net
                                Ledger Assets      Non-Ledger Assets     Assets not Admitted    (Cols. l+2-3)      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 10................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.......................................................................................(1,010,074)
4698. Summary of remaining write-ins for Line 46 from overflow page...........................................................
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 stockholderspaid................................................................................
      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).17,646,792.................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 American United 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 Additional 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 Additional 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 Additional Aggregate Lines for Page 09 Line 18.
*SCBPT1SN1
1804. Sold to another investor..........................................................................................2,878,748
1805. Loss on foreclosed mortgages....................................5,643,508..................................................
1897. Summary of remaining write-ins for line 18 from page 09.........5,643,508.........................................2,878,748
</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.
<PAGE>

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)  and Rule  6e-3  under the
Investment Company Act of 1940.
    

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  92   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 (1)

                  (2)    Inapplicable

                  (3)    (a) Inapplicable

                         (b) Inapplicable
   
                         (c) Schedule of Sales Commissions

                  (4)    Inapplicable

                  (5)    (a) Form of  Modified Single Premium Variable Life
                             Insurance Policy(4)
    
                         (b) Form of Last Survivor Rider (1)

                         (c) Form of Waiver of Monthly Deduction Disability (1)

                         (d) Form of Accelerated Death Benefit Rider (1)
       
                       
 
                                      2
<PAGE>

                  (6)    (a) Articles of  Incorporation  of American United Life
                             Insurance Company(R)(2)

                         (b) Bylaws of American United Life Insurance Company(R)
                             (2)

                  (7)    Inapplicable

                  (8)    (a) Form of  Participation  Agreement  between American
                             United Life Insurance Company(R) and Alger American
                             Fund (3)

                         (b) Form of  Participation  Agreement  between American
                             United  Life  Insurance   Company(R)  and  American
                             Century Variable Portfolios, Inc.(3)

                         (c) Form of  Participation  Agreement  between American
                             United  Life  Insurance   Company(R)  and  Fidelity
                             Variable Insurance Products Fund(2)

                         (d) Form of  Participation  Agreement  between American
                             United  Life  Insurance   Company(R)  and  Fidelity
                             Variable Insurance Products Fund II(2)

                         (e) Form of  Participation  Agreement  between American
                             United Life Insurance  Company(R) and T. Rowe Price
                             Equity Series, Inc.(3)

                  (9)    Inapplicable
   
                  (10)   Form of  Application  for Modified  Single  Premium
                         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)
    
         3.       Inapplicable

         4.       Inapplicable

         5.       Inapplicable
   
         6.       Consent of Independent Accountants

         7.       Consent of Dechert Price & Rhoads

         8.       Opinion of Actuary(1)

     
                                      3


<PAGE>
   
         9.       Memorandum  Describing  Issuance,   Transfer,  and  Redemption
                  Procedures (4)

         10.      Powers of Attorney(1)
- ---------------

(1)    Incorporated  herein by reference to the  Registration  Statement for the
       Flexible Premium Adjustable  Variable Life Insurance Policy funded by AUL
       American Individual Variable Life Unit Trust (File No. 333-32531) on Form
       S-6.

(2)    Incorporated  herein by  reference to the  Registration  Statement of AUL
       Unit Trust (File No. 33-31375) on Form N-4.

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

(4)    Filed with the Registrant's initial registration statement on Form S-6
       (File No. 333-32553) on July 31, 1997.
    
                                       4

<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 incorporated by reference 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


Exhibit Number           Name of Exhibit

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

6                        Consent of Independent Accountants

7                        Consent of Dechert Price & Rhoads


                  Variable Universal Life Compensation Schedule


Single Premium Contract

Career Agent Compensation:

First Year Commission:             4% of premium
Retention Bonus:                   .12% asset based trail in years 2+

General Agent Overrides:

First year:                        25% of Net Earned Commission
Subsequent years:                  20% of writing  agent's  trail  beginning in
                                   year 2





Consent of Independent Accountants


We consent to the inclusion in this  prospectus for the Modified  Single Premium
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
One American Square
Indianapolis, Indiana 46282

        Re:      AUL American Individual Variable Life Unit Trust of
                 American United Life Insurance Company (File No. 333-32553)

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



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