AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
485BPOS, 1999-04-30
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<PAGE>

   
      As filed with the Securities and Exchange Commission on April 30, 1999
                           Registration No. 333-32531
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                           POST-EFFECTIVE AMENDMENT NO. 3 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)

It is proposed that this filing will become effective (Check appropriate Space)

_____     immediately upon filing pursuant to paragraph (b) of Rule 485

   
 X        on  May 1, 1999   pursuant to paragraph (b) of Rule 485
_____        --------------
    


_____     60 days after filing pursuant to paragraph (a)(1) of Rule 485


_____     on (date) pursuant to paragraph (a)(1) of Rule 485

_____     this post-effective amendment designates a new effective date for a
          previously filed amendment.




<PAGE>


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

                           Flexible Premium Adjustable
                        Variable Life Insurance Policies

                             RECONCILIATION AND TIE

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

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

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

                    I. Organization and General Information

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

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

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

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

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

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

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

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

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

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

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

                                       i
<PAGE>


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

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

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

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

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

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




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

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

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

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

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

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

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

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

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

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

                                      iii

<PAGE>




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

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

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

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

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

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

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

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

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

                                       iv
<PAGE>



20.      Certain miscellaneous provisions
           of trust agreement:

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

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

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

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

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

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

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

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

                        III. Organizations, Personnel and
                             Affiliated Persons of Depositor

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

26.      Fees received by depositor

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

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

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

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

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

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

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

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

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

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

                  IV. Distribution and Redemption of Securities

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

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

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

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

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

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


                                       vi

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

               V. Information Concerning the Trustee or Custodian

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

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

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

                     VI. Information Concerning Insurance of
                              Holders of Securities

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

                           VII. Policy of Registrant

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

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

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

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

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

                                      viii
<PAGE>



                   VIII. Financial and Statistical Information

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

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

</TABLE>
<PAGE>


                                   PROSPECTUS

           FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282

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

You also have the  opportunity to allocate Net Premiums and Account Value to one
or more Investment  Accounts of the AUL American  Individual  Variable Life Unit
Trust  (the  "Separate  Account")  and to  AUL's  general  account  (the  "Fixed
Account"),  within limits. This Prospectus generally describes only that portion
of the Account Value allocated to the Separate  Account.  For a brief summary of
the  Fixed  Account,  see  "Fixed  Account."  AUL  invests  the  assets  of each
Investment   Account  in  a  corresponding   mutual  fund  portfolio   (each,  a
"Portfolio").  The  investment  advisers  shown  below  manage each Fund and its
Portfolio(s). 
<TABLE>
<S>                                                <C>   

Fund                                                Investment Adviser

   
AUL American Series Fund, Inc.                      AUL
     AUL American Equity Portfolio
     AUL American Bond Portfolio
     AUL American Money Market Portfolio
     AUL American Managed Portfolio
Alger American Fund                                 Fred Alger & Company
     Alger American Growth Portfolio
American Century Variable Portfolios, Inc.          American Century Investment Management, Inc.
     American Century VP Capital Appreciation Portfolio
     American Century VP Income & Growth 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
Fidelity Variable Insurance Products Fund II        Fidelity Management & Research Company
     VIP II Asset Manager Portfolio
     VIP II Contrafund Portfolio
     VIP II Index 500 Portfolio
Janus Aspen Series                                  Janus Capital Corporation
     Janus Flexible Income Portfolio            
     Janus Worldwide Growth Portfolio
SAFECO Resource Series Trust                        SAFECO Asset Management Company
     SAFECO RST Equity Portfolio
     SAFECO RST Growth 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.  Not all funds are available with all contracts.
    

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of the prospectus.  Any representation to the contrary is a
criminal offense.

This prospectus  should be accompanied by the current  prospectuses for the fund
or funds being considered.  Each of these prospectuses  should be read carefully
and retained for future reference.

                   The Date of this Prospectus is May 1, 1999

                                       2
<PAGE>

                                TABLE OF CONTENTS

                                                                          Page

DEFINITIONS OF TERMS..........................................................3

SUMMARY AND DIAGRAM OF THE POLICY............................................ 4

   
GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS............ 7
         American United Life Insurance Company(R)........................... 7
         Separate Account.................................................... 7
         The Funds........................................................... 7
         AUL American Series Fund, Inc....................................... 7
         Alger American Fund................................................. 7
         American Century Variable Portfolios, Inc........................... 7
         Fidelity Variable Insurance Products Fund........................... 8
         Fidelity Variable Insurance Products Fund II........................ 8
         Janus Aspen Series.................................................. 9
         SAFECO Resource Series Trust........................................ 9
         T. Rowe Price Equity Series, Inc.................................... 9
    

FUND EXPENSE TABLE...........................................................10

PREMIUM PAYMENTS AND ALLOCATIONS.............................................11
         Applying for a Policy...............................................11
         Right to Examine Policy.............................................11
         Premiums............................................................11
         Premium Payments to Prevent Lapse...................................12
         Premium Allocations and Crediting...................................12
         Transfer Privilege..................................................13
         Dollar Cost Averaging Program.......................................13
         Portfolio Rebalancing Program.......................................13

FIXED ACCOUNT................................................................14
         Minimum Guaranteed and Current Interest Rates.......................14
         Calculation of the Fixed Account Value..............................14
         Transfers from the Fixed Account....................................14
         Payment Deferral....................................................14

CHARGES AND DEDUCTIONS.......................................................14
         Premium Expense Charges.............................................14
         Monthly Deduction...................................................14
         Mortality and Expense Risk Charge...................................15
         Surrender Charge....................................................15
         Taxes...............................................................16
         Special Uses........................................................16
         Fund Expenses.......................................................16

HOW YOUR ACCOUNT VALUES VARY.................................................16
         Determining the Account Value.......................................16
         Cash Value and Net Cash Value.......................................17

DEATH BENEFIT AND CHANGES IN FACE AMOUNT.....................................17
         Amount of Death Benefit Proceeds....................................17
         Death Benefit Options...............................................18
         Initial Face Amount and Death Benefit Option........................18
         Changes in Death Benefit Option.....................................18
         Changes in Face Amount..............................................18
         Selecting and Changing the Beneficiary..............................19

CASH BENEFITS................................................................19
         Policy Loans........................................................19
         Surrendering the Policy for Net Cash Value..........................20
         Partial Surrenders..................................................20
         Settlement Options..................................................20
         Specialized Uses of the Policy......................................20
         Life Insurance Retirement Plans.....................................21
         Risks of Life Insurance Retirement Plans............................21

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS AND
 ACCUMULATED PREMIUM PAYMENTS................................................22

OTHER POLICY BENEFITS AND PROVISIONS.........................................31
         Limits on Rights to Contest the Policy..............................31 
         Changes in the Policy or Benefits...................................31
         Change of Insured...................................................31
         Exchange for Paid-Up Policy.........................................31
         When Proceeds Are Paid..............................................31
         Dividends...........................................................31
         Reports to Policy Owners............................................31
         Assignment..........................................................32
         Reinstatement.......................................................32
         Rider Benefits......................................................32

TAX CONSIDERATIONS...........................................................33
         Tax Status of the Policy............................................33
         Tax Treatment of Policy Benefits....................................34
         Estate and Generation Skipping Taxes................................35
         Life Insurance Purchased for Use in Split Dollar Arrangements.......35
         Taxation under Section 403(b) Plans.................................36
         Non-Individual Ownership of Contracts...............................36
         Possible Charge for AUL's Taxes.....................................36

   
OTHER INFORMATION ABOUT THE POLICIES AND AUL.................................36
         Policy Termination..................................................36
         Resolving Material Conflicts........................................36
         Addition, Deletion or Substitution of Investments...................37
         Voting Rights.......................................................37
         Sale of the Policies................................................38
         AUL Directors and Executive Officers................................38
         State Regulation....................................................40
         Additional Information..............................................40
         Independent Accountants.............................................40
         Litigation..........................................................40
         Legal Matters.......................................................40
         Year 2000 Readiness Disclosure......................................40
         Financial Statements................................................41
    

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.

                                       3
<PAGE>

                              DEFINITIONS OF TERMS

ACCOUNT VALUE

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

AGE

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

CASH VALUE

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

CONTRACT DATE

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

DEATH BENEFIT AND DEATH BENEFIT PROCEEDS

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

FACE AMOUNT

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

FIXED ACCOUNT

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

GUARANTEE PERIOD

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

HOME OFFICE

        The Variable Products Service office at AUL's principal  business office
        One American Square, Indianapolis, Indiana 46282.

INSURED

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

INVESTMENT ACCOUNTS

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

ISSUE DATE

         The date the Policy is issued.

LOAN ACCOUNT

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

MINIMUM INSURANCE PERCENTAGE

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

MODIFIED ENDOWMENT

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

MONTHIVERSARY

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

NET CASH VALUE

         Cash Value less outstanding loans and loan interest.

NET PREMIUM

         The total premium paid reduced by premium expense charges.

OWNER

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

PARTIAL SURRENDER

         A withdrawal of a portion of the Account Value.

POLICY ANNIVERSARY

         The same date each year as the Contract Date.

POLICY DATA PAGE

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

POLICY YEAR

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

PORTFOLIO

         A separate investment fund in which the Separate Account invests.

PROPER NOTICE

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

REQUIRED PREMIUM FOR THE GUARANTEE PERIOD

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

RISK AMOUNT

         The Death Benefit divided by 1.00246627 less the Account Value.

SEPARATE ACCOUNT

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

VALUATION DATE

          Valuation  Dates are the dates on which the  Investment  Accounts  are
          valued.  A  Valuation  Date is any  date on which  the New York  Stock
          Exchange  is  open  for   trading  and  we  are  open  for   business.
          Traditionally,  in addition to federal  holidays,  AUL is not open for
          business  on the day after  Thanksgiving  and either the day before or
          after Christmas or Independence Day.

VALUATION PERIOD

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

VARIABLE ACCOUNT

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

WE

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

YOU

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


                                       4
<PAGE>

                        SUMMARY AND DIAGRAM OF THE POLICY

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

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

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

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

Purpose of the Policy.  AUL designed the Policy to provide  long-term  insurance
benefits; and, it may also provide  long-term  accumulation  of Cash Value.  You
should evaluate the Policy 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,  you should carefully  consider  replacement if the
decision to replace existing  coverage is based solely on a comparison of Policy
illustrations. See "Illustrations" and "Specialized Uses of the Policy."

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

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

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

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

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

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

                                       5
<PAGE>

                               Diagram of Contract

                                Premium Payments


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

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

The Owner may make unplanned premium payments, within limits.

Extra premium payments may be necessary to prevent lapse.


                        Deductions from Premium Payments

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

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


                              Net Premium Payments

   
You direct the allocation of Net Premium  payments among 20 Investment  Accounts
of the  Separate  Account  and the Fixed  Account  (effective  May 1, 1999,  the
American  Century VP Capital  Appreciation  Portfolio is not  available  for new
money  deposits  or  transfers).  (See rules and limits on Net  Premium  payment
allocations.)
    

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

Mutual Fund                                       Portfolio

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

Alger American Fund                               Alger American Growth Portfolio

   
American Century Variable Portfolios, Inc.        American Century VP Capital Appreciation Portfolio
                                                  American Century VP Income & Growth 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

   
Janus Aspen Series                                Janus Flexible Income Portfolio
                                                  Janus Worldwide Growth Portfolio

SAFECO Resource Series Trust                      RST Equity Portfolio
                                                  RST Growth Portfolio
    
                                                  
T. Rowe Price Equity Series, Inc.                 T. Rowe Price Equity Income Portfolio
</TABLE>

   
Not all funds are available with all contracts.
    

AUL credits  interest  on amounts  allocated  to the Fixed  Account at a minimum
guaranteed rate of 3%. (See rules and limits on transfers from the Fixed Account
allocations).

                                       6
<PAGE>

                                   Deductions
   
                          From Mutual Fund Portfolios

The  Investment  Advisors  of  the  underlying  mutual  fund  portfolios  deduct
Management or Advisory fees and other operating expenses from the assets of each
of the  individual  mutual fund  portfolios.  These fees and expenses range from
 .30% to 1.50% of the portfolios'  net assets.  These fees are not deducted under
the contract. They are reflected in the portfolios' net asset values.
    

                               From Account Value

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

                            From Investment Accounts

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

       

                                  Account Value

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

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

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

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

<TABLE>
<S>                                                          <C>   

          Cash Benefits                                            Death Benefits

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


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

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

                                                              Supplemental and/or rider benefits may be available.
</TABLE>
                                       7
<PAGE>

               GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT
                                  AND THE FUNDS

AUL

   
The  Policies  are  issued  by AUL  which is a  mutual  life  insurance  company
organized under the laws of the State of Indiana. It was originally incorporated
as a  fraternal  society in 1877 under the laws of the federal  government,  and
reincorporated  under the laws of the State of Indiana in 1933. AUL is currently
licensed to transact  life  insurance  business in 48 states and the District of
Columbia. AUL conducts a conventional life insurance,  reinsurance,  and annuity
business.  At December 31, 1998, AUL had admitted assets of $9,336,325,097 and a
policy owners' surplus of $734,099,854.
    

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.  State specific policy forms may reflect some variances
in the provisions outlined in this prospectus.

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 Fund seeks current  investment income as a
secondary objective.  The Fund 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 Fund seeks to  provide  capital  appreciation  to the
extent consistent with the primary objective. The Fund attempts to achieve these
objectives by investing primarily in corporate bonds and other debt securities.

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 Fund
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.

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 Fund attempts to achieve this objective by
investing  in  short-term  money  market  instruments  that  are of the  highest
quality.

FOR ADDITIONAL  INFORMATION  CONCERNING AUL AMERICAN  SERIES FUND,  INC. AND ITS
PORTFOLIOS,  PLEASE SEE THE AUL AMERICAN  SERIES FUND,  INC.  PROSPECTUS,  WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING.

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.

FOR ADDITIONAL INFORMATION CONCERNING THE ALGER AMERICAN FUND AND ITS PORTFOLIO,
PLEASE SEE THE ALGER  AMERICAN FUND  PROSPECTUS,  WHICH SHOULD BE READ CAREFULLY
BEFORE INVESTING.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

AMERICAN CENTURY VP CAPITAL APPRECIATION

     The 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 Fund's
investment  manager,  better than average potential for  appreciation.  The Fund
tries to stay fully invested in such  securities,  regardless of the movement of
prices generally.

NOTE:  Effective  May 1, 1999,  the  American  Century  VP Capital  Appreciation
Portfolio is no longer available for new contracts.  Effective July 1, 1999, the
American  Century VP Capital  Appreciation  Portfolio is no longer available for
new money deposits and transfers on existing contracts.

AMERICAN CENTURY VP INCOME & GROWTH

     The American  Century VP Income & Growth  Portfolio seeks dividend  growth,
current income and capital appreciation by investing in a diversified  portfolio
of U.S.  stocks.  The fund employs a quantitative  management  approach with the
goal of producing a total return that  exceeds its  benchmark,  the S&P 500. The
fund's management team also targets a dividend yield that is 30% higher than the
yield of the S&P 500. The fund invests mainly in large-company  stocks,  such as
those in the S&P  500,  but it also may  invest  in the  stocks  of  small-  and
medium-sized  companies.  The management  team strives to outperform the S&P 500
over time while matching the risk characteristics of the index.

AMERICAN CENTURY VP INTERNATIONAL

     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 Fund will  invest  primarily  in common  stocks  (defined  to
include depository  receipts for common stocks and other equity  equivalents) of
companies  located in developed  markets.  Investment  in  securities of foreign
issuers typically involves greater risks than investment in domestic securities,
including currency fluctuations and political instability.

FOR ADDITIONAL INFORMATION CONCERNING AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AND ITS PORTFOLIOS,  PLEASE SEE THE AMERICAN CENTURY VARIABLE  PORTFOLIOS,  INC.
PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

VIP EQUITY-INCOME PORTFOLIO

     The VIP Equity-Income Portfolio seeks reasonable income. The fund will also
consider the  potential for capital  appreciation.  The fund seeks a yield which
exceeds  the  composite  yield on the  securities  comprising  the S&P 500.  The
Adviser   normally   invests  at  least  65%  of  the  fund's  total  assets  in
income-producing  equity  securities.  The  Adviser  may also  invest the fund's
assets  in other  types of  equity  securities  and debt  securities,  including
lower-quality  debt  securities.  The Adviser may also invest in  securities  of
foreign issuers in addition to securities of domestic issuers.

VIP GROWTH PORTFOLIO

     The VIP Growth Portfolio seeks capital  appreciation.  The Adviser normally
invests the fund's assets  primarily in common stocks.  The Adviser  invests the
fund's assets in companies that it believes have above-average growth potential.
Growth may be measured by factors  such as earnings or revenue.  The Adviser may
invest the  fund's  assets in  securities  of foreign  issuers  in  addition  to
securities of domestic issuers.

VIP HIGH INCOME PORTFOLIO

     The VIP High  Income  Portfolio  seeks to  obtain a high  level of  current
income while also considering growth of capital. The Adviser normally invests at
least 65% of the  fund's  total  assets  in  income-producing  debt  securities,
preferred stocks and convertible  securities,  with an emphasis on lower-quality
debt  securities.  Many  lower-quality  debt  securities are subject to legal or
contractual restrictions limiting the Adviser's ability to resell the securities
to the  general  public.  The  Adviser  may also  invest  the  fund's  assets in
non-income  producing  securities,  including  defaulted  securities  and common
stocks.  The Adviser  intends to limit common  stocks to 10% of the fund's total
assets.  The  Adviser  may invest in  companies  whose  financial  condition  is
troubled  or  uncertain  and that may be  involved  in  bankruptcy  proceedings,
reorganization or financial restructurings.

VIP MONEY MARKET PORTFOLIO

     The VIP Money Market Porfolio seeks as high a level of current income as is
consistent with the  preservation of capital and liquidity.  The Adviser invests
the fund's assets in U.S. dollar-denominated money market securities of domestic
and  foreign  issuers,  including  U.S.  Government  securities  and  repurchase
agreements.  The Adviser also may enter into reverse  repurchase  agreements for
the Fund.

VIP OVERSEAS PORTFOLIO

     The VIP Overseas  Portfolio seeks long-term growth of capital.  The Adviser
normally invests at least 65% of the fund's total assets in foreign  securities.
The Adviser normally invests the fund's assets primarily in stocks.  The adviser
normally  diversifies  the fund's  investments  across  different  countries and
regions. In allocating the fund's investments across countries and regions,  the
Adviser will consider the size of the market in each country and region relative
to the size of the international market as a whole.

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  instruments.  The Adviser  allocates  the fund's
assets among the following  classes,  or types, of investments.  The stock class
includes equity  securities of all types.  The bond class includes all varieties
of fixed-income securities, including lower-quality debt securities, maturing in
more than one year.  The  short-term/money  market  class  includes all types of
short-term and money market instruments.

VIP II CONTRAFUND

     The VIP II Contrafund Portfolio seeks long-term capital  appreciation.  The
Adviser  normally  invests the fund's  assets  primarily in common  stocks.  The
Adviser  invests the fund's assets in  securities  of companies  whose value the
Adviser believes is not fully  recognized by the public.  The types of companies
in which the fund may invest include companies experiencing positive fundamental
change  such  as  a  new  management  team  or  product  launch,  a  significant
cost-cutting  initiative,  a merger or  acquisition,  or a reduction in industry
capacity  that  should  lead  to  improved  pricing;  companies  whose  earnings
potential  has  increased  or  is  expected  to  increase  more  than  generally
perceived; companies that have enjoyed recent market popularity but which appear
to have  temporarily  fallen  out of  favor  for  reasons  that  are  considered
non-recurring  or short-term;  and companies that are undervalued in relation to
securities of other companies in the same industry.

VIP II INDEX 500 PORTFOLIO

     The VIP II Index 500 Portfolio seeks investment  results that correspond to
the total  return of common  stocks  publicly  traded in the United  States,  as
represented  by the S&P  500.  The  Adviser's  principal  investment  strategies
include  investing at least 80% of assets in common  stocks  included in the S&P
500 and lending securities to earn income for the fund.

                                       14
<PAGE>

FOR ADDITIONAL  INFORMATION  CONCERNING  FIDELITY'S  VARIABLE INSURANCE PRODUCTS
FUND  ("VIP")  AND  VARIABLE  INSURANCE  PRODUCTS  FUND II ("VIP  II") AND THEIR
PORTFOLIOS,  PLEASE  SEE THE VIP AND VIP II  PROSPECTUS,  WHICH  SHOULD  BE READ
CAREFULLY BEFORE INVESTING.

JANUS ASPEN SERIES

FLEXIBLE INCOME PORTFOLIO 

     The Flexible  Income  Portfolio is a  diversified  portfolio  that seeks to
maximize total return from a combination of income and capital  appreciation  by
investing  primarily in  income-producing  securities.  This  Portfolio may have
substantial holdings of lower rated debt securities or "junk" bonds.

WORLDWIDE GROWTH PORTFOLIO

     The  Worldwide  Growth  Portfolio  is a  diversified  portfolio  that seeks
long-term  growth of capital by investing  primarily in common stocks of foreign
and domestic issuers.

FOR  ADDITIONAL   INFORMATION   CONCERNING  JANUS  ASPEN  SERIES  FUND  AND  ITS
PORTFOLIOS,  PLEASE SEE THE JANUS ASPEN SERIES FUND PROSPECTUS,  WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING

SAFECO RESOURCE SERIES TRUST 

RST EQUITY PORTFOLIO 

     The RST Equity Portfolio has as its investment  objective to seek long-term
capital and reasonable current income.  The Equity Portfolio  ordinarily invests
principally in common stocks selected for long-term appreciation and/or dividend
potential.

RST GROWTH PORTFOLIO

     The RST Growth Portfolio has as its investment  objective to seek growth of
capital and the increased income that ordinarily  follows from such growth.  The
Growth  Portfolio  ordinarily  invests a  preponderance  of its assets in common
stocks selected for potential appreciation.

FOR  ADDITIONAL  INFORMATION  CONCERNING  SAFECO  RESOURCE  SERIES TRUST AND ITS
PORTFOLIOS, PLEASE SEE THE SAFECO RESOURCE SERIES TRUST PROSPECTUS, WHICH SHOULD
BE READ CAREFULLY BEFORE INVESTING.

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.

FOR ADDITIONAL  INFORMATION CONCERNING T. ROWE PRICE EQUITY SERIES, INC. AND ITS
PORTFOLIO,  PLEASE SEE THE T. ROWE PRICE EQUITY SERIES, INC.  PROSPECTUS,  WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING. 
    

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

                                       9
<PAGE>

                               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 31, 1998.  Expenses of
the Funds as shown under "Fund Annual Expenses" are not fixed or specified under
the terms of the Policy and may vary from year to year. The fees in this expense
table have been provided by the Funds and have not been  independently  verified
by AUL. The  information  contained in the table is not generally  applicable to
amounts allocated to the Fixed Account or to payments under Settlement Option.
    





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)             0.12%                   0.62%
   American Bond Portfolio                                    0.50%(1)             0.12%                   0.62%
   American Managed Portfolio                                 0.50%(1)             0.12%                   0.62%
   American Money Market Portfolio                            0.40%(1)             0.11%                   0.51%
Alger American Fund
   Alger American Growth Portfolio                            0.75%                0.04%                   0.79%
American Century Variable Portfolios, Inc.
   American Century VP Capital Appreciation Portfolio         1.00%                0.00%                   1.00%(2)
   American Century VP Income & Growth                        0.70%                0.00%                   0.70%
   American Century VP International Portfolio                1.50%                0.00%                   1.50%(2)
Fidelity Variable Insurance Products Fund
   VIP Equity-Income Portfolio                                0.49%                0.09%                   0.58%(3)
   VIP Growth Portfolio                                       0.59%                0.09%                   0.68%(3)
   VIP High Income Portfolio                                  0.58%                0.12%                   0.70%
   VIP Money Market Portfolio                                 0.20%                0.10%                   0.30%
   VIP Overseas Portfolio                                     0.74%                0.17%                   0.91%(3)
Fidelity Variable Insurance Products Fund II
   VIP II Asset Manager Portfolio                             0.54%                0.10%                   0.64%(3)
   VIP II Contrafund Portfolio                                0.59%                0.11%                   0.70%(3)
   VIP II Index 500 Portfolio                                 0.24%                0.11%                   0.35%(3)
Janus Aspen Series
   Flexible Income Portfolio                                  0.65%                0.08%                   0.73%(4)
   Worldwide Growth Portfolio                                 0.65%                0.07%                   0.72%(4)
SAFECO Resource Series Trust
   RST Equity                                                 0.74%                0.04%                   0.78%
   RST Growth                                                 0.74%                0.06%                   0.80%
T. Rowe Price Equity Series, Inc.
   T. Rowe Price Equity Income Portfolio                      0.85%                0.00%                   0.85%(5)


<FN>
     (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 Adviser may
terminate  the policy of reducing its fee and/or  assuming Fund expenses upon 30
days written notice to the Fund and such policy will be terminated automatically
by the termination of the Investment Advisory  Agreement.  

     (2)American   Century  VP  International   fees  are  1.50%  on  the  first
$250,000,000  of average net assets;  1.20% on the next  $250,000,000 of average
net assets; and, 1.10% thereafter. American Century VP Capital Appreciation fees
are  1.00%  on  the  first  $500,000,000  of  net  assets;  0.95%  on  the  next
$500,000,000; and, 0.90% thereafter.

     (3) A portion of the brokerage  commissions that certain funds pay was used
to reduce fund expenses. In addition, certain funds, or FMR on behalf of certain
funds,  have entered into  arrangements  with their  custodian  whereby  credits
realized as a result of uninvested  cash balances were used to reduce  custodian
expenses.  Including  these  reductions,  the total  operating  expenses,  after
reimbursement  for Index 500 Portfolio,  presented in the table would have been:
Equity-Income  Portfolio .57%; Growth Portfolio .66%;  Overseas  Portfolio .89%;
Asset  Manager  Portfolio  .63%;  Index  500  Portfolio  .28%;  and,  Contrafund
Portfolio .66%.

     (4) All expenses are stated with contractual  waivers and fee reductions by
Janus Capital. Fee reductions for the Worldwide Growth reduce the Management Fee
to the  level  of  the  corresponding  Janus  retail  fund.  Other  waivers,  if
applicable,  are first applied against the Management Fee and then against Other
Expenses.  Janus  Capital  has  agreed to  continue  the other  waivers  and fee
reductions until at least the next annual renewal of the advisory agreement.

     (5) This is an annual all-inclusive fee paid to the advisor.

</FN>
</TABLE>
    

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  Alger
Management,   Inc.,  American  Century  Variable   Portfolios,   Inc.,  Fidelity
Investments, Janus Capital Corporation,  SAFECO Asset Management Company, and T.
Rowe Price Equity  Series,  Inc.,  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 25
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 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.
    

                                       10
<PAGE>

                        PREMIUM PAYMENTS AND ALLOCATIONS

Applying for a Policy

AUL requires satisfactory evidence of the proposed Insured's insurability, which
may include a medical  examination of the proposed Insured.  The available Issue
Ages are 0 through 85 on a  standard  basis,  and 20  through 85 on a  preferred
non-tobacco  user and tobacco user basis.  Issue Age is determined  based on the
Insured's age as of the Contract Date.  Acceptance of an application  depends on
AUL's  underwriting  rules, and AUL reserves the right to reject an application.
Coverage  under the Policy is  effective as of the later of the date the initial
premium is paid or the Issue Date.

As the Owner of the  Policy,  you may  exercise  all rights  provided  under the
Policy while the Insured is living,  subject to the interests of any assignee or
irrevocable  beneficiary.  The Insured is the Owner, unless a different Owner is
named in the application.  In accordance with the terms of the Policy, the Owner
may in the  application  or by Proper  Notice name a  contingent  Owner or a new
Owner while the Insured is living.  The Policy may be jointly owned by more than
one Owner.  The  consent of all 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 (or a longer period if
required  by law).  We assume you receive  your  Policy  within 5 days after the
Issue Date.  If you decide to cancel the  Policy,  you must return it by mail or
other delivery method to the Home Office or to the authorized AUL representative
who sold it.  Immediately  after  mailing or delivery of the Policy to AUL,  the
Policy will be deemed void from the beginning.  Within seven calendar days after
AUL receives the returned  Policy,  AUL will refund the greater of premiums paid
or the Account Value.


Premiums

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

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

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

Premium payments after the initial payment must be made to our Home Office. Each
payment must be at least equal to the minimum  payment  shown on the Policy Data
Page in your  Policy.  All premiums  combined  may not be more than  $1,000,000,
unless a higher amount is agreed to by us.

The planned  premium is the amount for which we will bill you or, in the case of
our automatic premium plan (which deducts the planned premium from your checking
account),  the  amount for which we will  charge  your  account.  The amount and
frequency  of the  planned  premium  are shown on the  Policy  Data Page in your
Policy.  You may change the amount and the  frequency of the planned  premium by
Proper Notice. We reserve the right to change the planned premium to comply with
our rules for billing amount and frequency.

Unless otherwise indicated,  premiums received in excess of planned premium will
be  applied  first to any loan  interest  due;  next,  to any  outstanding  loan
balance; and last, as additional premium.

If the payment of any premium would cause an increase in Risk Amount  because of
the  Minimum  Insurance  Percentage,  we may  require  satisfactory  evidence of
insurability before accepting it. If we accept the premium, we will allocate the
Net Premium to your Account  Value on the date of our  acceptance.  If we do not
accept the premium, we will refund it to you.

If the  payment  of any  premium  would  cause  this  Policy to fail to meet the
federal tax  definition  of a life  insurance  contract in  accordance  with the
Internal  Revenue  Code,  we reserve  the right to refund the amount to you with
interest  no later than 60 days after the end of the Policy Year when we receive
the premium, but we assume no obligation to do so.


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

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

Premium Payments to Prevent Lapse

     Failure to pay planned premiums will not necessarily cause a

                                       11
<PAGE>

Policy to lapse. Conversely, paying all planned premiums will not guarantee that
a Policy will not lapse.  The conditions that will result in your Policy lapsing
will vary depending on whether a Guarantee Period is in effect, as follows:

     Grace  Period.  The  Policy  goes  into  default  at the start of the grace
period, which is a period to make a premium payment sufficient to prevent lapse.
A Grace Period  starts if the Net Cash Value on a  Monthiversary  will not cover
the Monthly  Deduction.  AUL will send notice of the grace period and the amount
required  to be paid  during the grace  period to your last known  address.  The
grace period shall terminate as of the date indicated in the notice, which shall
comply with any  applicable  state law.  Your Policy will remain in force during
the grace period.  If the Insured should die during the grace period,  the Death
Benefit proceeds will still be payable to the  beneficiary,  although the amount
paid will be equal to the Death  Benefit  immediately  prior to the start of the
grace period, plus any benefits provided by rider, and less any outstanding loan
and loan interest and overdue Monthly  Deductions and mortality and expense risk
charges as of the date of death. See "Amount of Death Benefit  Proceeds." If the
grace  period  premium  payment has not been paid before the grace  period ends,
your Policy will lapse. It will have no value,  and no benefits will be payable.
See "Reinstatement."

A grace period also may begin if any outstanding  loan and loan interest becomes
excessive. See "Policy Loans."

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

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

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

Premium Allocations and Crediting

In the Policy  application,  you specify the  percentage  of a Net Premium to be
allocated to the Investment  Accounts and to the Fixed Account.  The sum of your
allocations  must  equal  100%,  with at  least  1% of the Net  Premium  payment
allocated to each account  selected by you. All Net Premium  allocations must be
in whole  percentages.  AUL reserves the right to limit the number of Investment
Accounts  to which  premiums  may be  allocated.  You can change the  allocation
percentages at any time, subject to these rules, by sending Proper Notice to the
Home Office,  or by telephone if written  authorization  is on file with us. The
change will apply to the premium payments received with or after receipt of your
notice.

The initial Net Premium  generally  is  allocated  to the Fixed  Account and the
Investment Accounts in accordance with your allocation instructions on the later
of the day the "right to  examine"  period  expires,  or the date we receive the
premium at our Home Office.  Subsequent Net Premiums are allocated as of the end
of the Valuation Period during which we receive the premium at our Home Office.

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

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

Transfer Privilege

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

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

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

If we determine  that the  transfers  made by or on behalf of one or more Owners
are to the  disadvantage of other Owners,  we may restrict the rights of certain
Owners.  We also reserve the right to limit the size of transfers  and remaining
balances,  to limit the number and  frequency of transfers,  and to  discontinue
telephone transfers.

                                       12
<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 or the Fixed Account affected by the transfer. The
charge will be deducted from the Investment  Account(s) from which the transfers
are made.

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

         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
systematically 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,  participation  in the  Dollar  Cost
Averaging  Program does not assure a Contract Owner of greater  profits from the
purchases under the Program, nor will it prevent or necessarily alleviate losses
in a declining market.

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

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

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

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

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 a  quarterly  or annual  basis  from the  Monthiversary  on which the
Portfolio  Rebalancing  Program commences.  If elected,  this plan automatically
adjusts your Portfolio mix to be consistent  with the  allocation  most recently
requested.  The  redistribution  will not  count  toward  the 12 free  transfers
permitted  each  Policy  Year.  If the Dollar  Cost  Averaging  Program has been
elected,  the  Portfolio   Rebalancing  Program  will  not  commence  until  the
Monthiversary following the termination of the Dollar Cost Averaging Program.

   
You  may  elect  this  plan  at  the  time  of  application  by  completing  the
authorization  on the  application  or at any time after the Policy is issued by
properly  completing  the  election  form  and  returning  it to  us.  Portfolio
rebalancing  will  terminate when you request any transfer or the day we receive
Proper Notice instructing us to cancel the Portfolio  Rebalancing Program. We do
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.
    

                                  FIXED ACCOUNT

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

You may allocate some or all of the Net Premiums and transfer some or all of the
Variable  Account  value to the  Fixed  Account,  which  is part of our  general
account and pays interest at declared rates (subject to a minimum

                                       13
<PAGE>

interest rate we guarantee to be 3%). Our general account supports our insurance
and annuity obligations.

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

Minimum Guaranteed and Current Interest Rates

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

Calculation of the Fixed Account Value

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

Transfers from the Fixed Account

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

Payment Deferral

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


                             CHARGES AND DEDUCTIONS

Premium Expense Charges

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

         Sales Charge. AUL deducts a sales charge from each premium payment. The
sales charge is 3.5% of each premium paid during the first 10 Policy Years,  and
1.5% of each premium paid thereafter.

Monthly Deduction

AUL  will  deduct   Monthly   Deductions  on  the  Contract  Date  and  on  each
Monthiversary.   Monthly   Deductions   due  on  the   Contract   Date  and  any
Monthiversaries  prior to the Issue Date are  deducted on the Issue  Date.  Your
Contract  Date is the date used to  determine  your  Monthiversary.  The Monthly
Deduction consists of (1) cost of insurance charge,  (2) monthly  administrative
charge, and (3) any charges for rider benefits,  as described below. The Monthly
Deduction is deducted from the Variable  Account (and each  Investment  Account)
and Fixed  Account  prorata on the basis of the portion of Account Value in each
account.

         Cost of Insurance Charge.  This charge  compensates AUL for the expense
of providing insurance coverage. The charge depends on a number of variables and
therefore will vary between Policies and from  Monthiversary  to  Monthiversary.
The  Policy  contains  guaranteed  cost  of  insurance  rates  that  may  not be
increased.  The  guaranteed  rates are no  greater  than the 1980  Commissioners
Standard Ordinary Non-Smoker and Smoker Mortality Tables (the "1980 CSO Tables")
(and where unisex cost of insurance  rates apply,  the 1980 CSO-C  Tables).  The
guaranteed rates for substandard  classes are based on multiples of or additives
to the  1980  CSO  Tables.  These  rates  are  based  on the  Attained  Age  and
underwriting  class  of the  Insured.  They  are  also  based  on the sex of the
Insured,  except that unisex rates are used where  appropriate  under applicable
law,  including in the state of Montana,  and in Policies purchased by employers
and employee  organizations in connection with  employment-related  insurance or
benefit  programs.  The cost of  insurance  rate  generally  increases  with the
Attained  Age of the  Insured.  As of the  date of this  Prospectus,  we  charge
"current  rates"  that are  generally  lower  (i.e.,  less  expensive)  than the
guaranteed  rates,  and we may also  charge  current  rates in the  future.  The
current rates may also vary with the Attained Age,  gender,  where  permissible,
duration of each Face Amount segment,  policy size and underwriting class of the
Insured.  For any Policy, the cost of insurance on a Monthiversary is calculated
by  multiplying  the current cost of insurance  rate for the Insured by the Risk
Amount  for  that  Monthiversary.  The Risk  Amount  on a  Monthiversary  is the
difference  between  the Death  Benefit  divided by  1.00246627  and the Account
Value.  The Account  Value will first be  considered  part of the  initial  Face
Amount, then part of any additional Face Amounts in the order of the increases.

The cost of insurance  charge for each Face Amount segment will be determined on
each  Monthiversary.  AUL currently  places  Insureds in the following  classes,
based  on  underwriting:  Standard  Tobacco  User,  Standard  Non-Tobacco  User,
Preferred Tobacco User, Preferred  Non-Tobacco User. An Insured may be placed in
a substandard risk class, which involves a higher mortality risk than the

                                       14
<PAGE>

Standard Tobacco User or Standard Non-Tobacco User classes. Standard Non-Tobacco
User  rates are  available  for  Issue  Ages  0-85.  Preferred  Non-Tobacco  and
Preferred  Tobacco User rates are available for Issue Ages 20-85. The guaranteed
maximum  cost of  insurance  rate is set forth on the  Policy  Data Page of your
Policy.

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

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

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

Mortality and Expense Risk Charge

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

The mortality risk assumed is that Insureds,  as a group, may live for a shorter
period of time than  estimated  and,  therefore,  the cost of insurance  charges
specified in the Policy will be  insufficient  to meet actual  claims.  AUL also
assumes the mortality risk associated with guaranteeing the Death Benefit during
the Guarantee Period.  The expense risk AUL assumes is that expenses incurred in
issuing and  administering the Policies and the Separate Account will exceed the
amounts  realized from the monthly  administrative  charges assessed against the
Policies.

Surrender Charge

   
During the first fifteen Policy Years, a surrender  charge will be deducted from
the Account Value if the Policy is completely  surrendered  for cash.  The total
surrender  charge will not exceed the maximum  surrender charge set forth in the
Policy.  The surrender  charge is equivalent to 100% of the base coverage target
premium  for  Policy  Years 1 through 5,  reducing  thereafter  by 10%  annually
through Policy Year 15. The "base coverage target premium" is the target premium
associated  with the base coverage of the policy only,  not including any riders
or benefits.

Partial Surrenders are limited to the Cash Value of the Policy; therefore, there
is no surrender charge assessed on Partial  Surrenders.  Any surrender in excess
of Cash  Value will  constitute  a complete  surrender  and the above  surrender
charge will apply.

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

The table below shows the  surrender  charge  (which is a  percentage  of target
premium)  deducted  if the  Policy is  completely  surrendered  during the first
fifteen Policy Years.

                           Table of Surrender Charges

                          Policy Year           Surrender Charge

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

Taxes

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

Special Uses

We may agree to reduce or waive the surrender  charge or the Monthly  Deduction,
or credit  additional  amounts  under the Policies in  situations  where selling
and/or  maintenance costs associated with the Policies are reduced,  such as the
sale of several Policies to the same Owner(s), sales of large Policies, sales of
Policies  in  connection   with  a  group  or  sponsored   arrangement  or  mass
transactions over multiple Policies.

In addition, we may agree to reduce or waive some or all of these charges and/or
credit additional  amounts under the Policies for those Policies sold to persons
who meet  criteria  established  by us,  who may  include  current  and  retired
officers, directors and employees of us and our affiliates. We may also agree to
waive minimum premium requirements for such persons.

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

                                       15
<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  performance  of the  Investment
Accounts and/or the crediting of interest in the Fixed Account,  and will depend
on the allocation of Account Value. If the Net Cash Value on a Monthiversary  is
less than the amount of the  Monthly  Deduction  to be deducted on that date and
the Guarantee Period is not then in effect,  the Policy will be in default and a
grace period will begin. See "Premium Payments to Prevent Lapse."

Determining the Account Value

         On the  Contract  Date,  the Account  Value is equal to the initial Net
Premium less the Monthly  Deductions  deducted as of the Contract  Date. On each
Valuation  Day  thereafter,  the Account  Value is the aggregate of the Variable
Account  value,  the Fixed Account value,  and the Loan Account  value.  Account
Value may be significantly  affected on days when the New York Stock Exchange is
open for trading but we are closed for business, and you will not have access to
Cash Value on those days. The Account Value will vary to reflect the performance
of the  Investment  Accounts  to which  amounts  have been  allocated,  interest
credited on amounts allocated to the Fixed Account, interest credited on amounts
in the Loan Account,  charges,  transfers,  Partial  Surrenders,  loans and loan
repayments.

         Variable  Account  Value.  When you allocate an amount to an Investment
Account, either by Net Premium payment allocation or by transfer, your Policy is
credited  with  accumulation  units in that  Investment  Account.  The number of
accumulation  units  credited is determined by dividing the amount  allocated to
the Investment  Account by the Investment  Account's  accumulation unit value at
the end of the  Valuation  Period during which the  allocation is effected.  The
Variable  Account  value  of the  Policy  equals  the  sum,  for all  Investment
Accounts, of the accumulation units credited to an Investment Account multiplied
by that Investment Account's accumulation unit value.

The number of Investment Account accumulation units credited to your Policy will
increase when Net Premium  payments are allocated to the Investment  Account and
when amounts are transferred to the Investment Account. The number of Investment
Account accumulation units credited to a Policy will decrease when the allocated
portion of the Monthly Deduction and mortality and expense charge are taken from
the  Investment  Account,  a loan is made,  an  amount is  transferred  from the
Investment Account, or a Partial Surrender is taken from the Investment Account.

         Accumulation  Unit Values.  An Investment  Account's  accumulation unit
value is determined on each  Valuation Date and varies to reflect the investment
experience of the underlying Portfolio. It may increase, decrease, or remain the
same from Valuation Period to Valuation Period.  The accumulation unit value for
the  Money  Market  Investment  Accounts  were  initially  set  at $1,  and  the
accumulation  unit  value  for  each  of  the  other  Investment   Accounts  was
arbitrarily set at $5 when each  Investment  Account was  established.  For each
Valuation Period after the date of establishment, the accumulation unit value is
determined by multiplying  the value of an  accumulation  unit for an Investment
Account  for the prior  Valuation  Period by the net  investment  factor for the
Investment Account for the current Valuation Period.

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

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

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

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

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

                                       16
<PAGE>

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."

                    DEATH BENEFIT AND CHANGES IN FACE AMOUNT

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

Amount of Death Benefit Proceeds

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

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

Death Benefit Options

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

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

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

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

Initial Face Amount and Death Benefit Option

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

Changes in Death Benefit Option

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

If you request a change from Death Benefit  Option 1 to Death Benefit  Option 2,
the Face Amount will be decreased by the amount of the Account Value on the date
of change. We may require satisfactory evidence of insurability. The change will

                                       17
<PAGE>

be effective on the Monthiversary  following our approval of the change. We will
not permit a change which would decrease the Face Amount below $50,000.

Changes in Face Amount

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

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

The Face Amount after any decrease must be at least $50,000.  A decrease in Face
Amount will become effective on the  Monthiversary  that next follows receipt of
Proper Notice of a request.

Decreasing  the Face  Amount of the  Policy  may have the  effect of  decreasing
monthly cost of insurance  charges.  If you have made any  increases to the Face
Amount,  the decrease will first be applied to reduce those increases,  starting
with the most recent increase.  The decrease will not cause a decrease in either
the Required Premium for the Guarantee Period or the surrender charge.

Any  increase  in the Face  Amount  must be at least  $5,000  (unless  otherwise
provided by rider), and an application must be submitted. AUL reserves the right
to require  satisfactory  evidence of insurability.  In addition,  the Insured's
Attained Age must be less than the current  maximum  Issue Age for the Policies,
as  determined  by AUL from time to time.  A change in planned  premiums  may be
advisable.  See "Premiums." The increase in Face Amount will become effective on
the Monthiversary on or next following our approval of the increase.

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

Selecting and Changing the Beneficiary

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

                                  CASH BENEFITS

Policy Loans

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

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

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

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

         Loan  Collateral.  When a Policy loan is made, an amount  sufficient to
secure the loan is  transferred  out of the  Investment  Accounts  and the Fixed
Account and into the Policy's Loan Account.  Thus, a loan will have no immediate
effect on the Account Value, but the Net Cash Value will be reduced  immediately
by the  amount  transferred  to the Loan  Account.  The  Owner can  specify  the
Investment Accounts from which collateral will be transferred.  If no allocation
is specified,  collateral will be transferred  from each Investment  Account and
from the Fixed  Account in the same  proportion  that the Account  Value in each
Investment  Account and the Fixed  Account  bears to the total  Account Value in
those accounts on the date that the loan is made.  Due and unpaid  interest will
be transferred  each Policy  Anniversary  from each  Investment  Account and the
Fixed Account to the Loan Account in the same  proportion  that each  Investment
Account value and the Fixed Account bears to the total  unloaned  Account Value.
The amount we transfer  will be the amount by which the interest due exceeds the
interest which has been credited on the Loan Account.

The Loan Account will be credited  with  interest  daily at an effective  annual
rate of not less than 4.0%.  Thus,  the  maximum  net cost of a loan is 2.0% per
year  (the net cost of a loan is the  difference  between  the rate of  interest
charged on indebtedness and the amount credited to the Loan Account).

                                       18
<PAGE>

Beginning in the eleventh  Policy Year, the amount in the Loan Account  securing
the loan will be credited with interest at an effective annual rate in excess of
the minimum guaranteed rate (currently, 5.0%). Thus, the current net cost of the
loan is 1.0% per year. Any interest credited in excess of the minimum guaranteed
rate is not guaranteed.

         Loan Repayment; Effect if Not Repaid. You may repay all or part of your
loan at any time while the  Insured  is living and the Policy is in force.  Loan
repayments  must be sent to the Home  Office and will be credited as of the date
received. A loan repayment must be clearly marked as "loan repayment" or it will
be credited as a premium,  unless the premium  would cause the Policy to fail to
meet the federal tax definition of a life insurance  contract in accordance with
the Internal Revenue Code. Loan  repayments,  unlike premium  payments,  are not
subject to premium expense charges. When a loan repayment is made, Account Value
in the Loan Account in an amount equivalent to the repayment is transferred from
the Loan Account to the Investment Accounts and the Fixed Account.  Thus, a loan
repayment will have no immediate  effect on the Account Value,  but the Net Cash
Value will be increased  immediately by the amount of the loan  repayment.  Loan
repayment  amounts will be transferred to the Investment  Accounts and the Fixed
Account according to the premium allocation instructions in effect at that time.

If  the  Death  Benefit  becomes  payable  while  a  loan  is  outstanding,  any
outstanding  loan and loan  interest will be deducted in  calculating  the Death
Benefit Proceeds. See "Amount of Death Benefit Proceeds."

If the Monthly Deduction  exceeds the Net Cash Value on any  Monthiversary  when
the Guarantee Period is not in force, the Policy will be in default. You will be
sent notice of the default.  You will have a grace  period  within which you may
submit a sufficient  payment to avoid  termination of coverage under the Policy.
The notice will  specify the amount that must be repaid to prevent  termination.
See "Premium Payments to Prevent Lapse."

         Effect of Policy  Loan.  A loan,  whether  or not  repaid,  will have a
permanent  effect on the Death Benefit and Policy values  because the investment
results of the Investment  Accounts of the Separate Account and current interest
rates  credited  on Account  Value in the Fixed  Account  will apply only to the
non-loaned portion of the Account Value. The longer the loan is outstanding, the
greater the effect is likely to be.  Depending on the investment  results of the
Investment Accounts while the loan is outstanding, the effect could be favorable
or unfavorable.  Policy loans may increase the potential for lapse if investment
results of the Investment Accounts are less than anticipated. Also, loans could,
particularly  if not repaid,  make it more likely than otherwise for a Policy to
terminate.  See "Tax  Considerations"  for a discussion  of the tax treatment of
Policy  loans,  and the adverse tax  consequences  if a Policy lapses with loans
outstanding. In particular, if your Policy is a Modified Endowment, loans may be
currently taxable and subject to a 10% penalty tax.

Surrendering the Policy for Net Cash Value

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

Partial Surrenders

You may make Partial  Surrenders  under your Policy of at least $500 at any time
after the end of the "right to examine"  period by  submitting  Proper Notice to
us. As of the date AUL  receives  Proper  Notice  for a Partial  Surrender,  the
Account  Value and,  therefore,  the Cash  Value will be reduced by the  Partial
Surrender.

When you request a Partial  Surrender,  you can direct how the Partial Surrender
will be deducted from the Investment Accounts. If you provide no directions, the
Partial  Surrender  will be deducted from your Account  Value in the  Investment
Accounts  and Fixed  Account on a prorata  basis.  Partial  Surrenders  may have
adverse tax consequences. See "Tax Considerations."

AUL will reduce the Face Amount by an amount equal to the Partial Surrender. AUL
will reject a Partial  Surrender  request if the Partial  Surrender would reduce
the Face  Amount  below  $50,000,  or if the Partial  Surrender  would cause the
Policy to fail to qualify as a life  insurance  contract  under  applicable  tax
laws, as interpreted by AUL.

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

Settlement Options

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

You may apply  proceeds of $2,000 or more which are payable under this Policy to
any of the following options:

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

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

         Option  3 -  Survivorship   Annuity.   Proceeds  are  paid  in  monthly
installments  for as long as either the first payee or surviving  payee lives. A
number of payments equal to the initial payment can be guaranteed,  such as 120.
A different monthly installment payable to the surviving payee can be 

                                       19
<PAGE>

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.

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.

Illustrations are available upon request that portray how the Policy can be used
as a funding vehicle for (non-qualified) retirement plans, referred to herein as
"life insurance retirement plans," for individuals.  Illustrations provided upon
request show the effect on Account Value,  Cash Value, and the net Death Benefit
of  premiums  paid under a Policy and  partial  withdrawals  and loans taken for
retirement income; or reflecting  allocation of premiums to specified Investment
Accounts.  This  information  will be portrayed at hypothetical  rates of return
that  are   requested.   Charts  and  graphs   presenting  the  results  of  the
illustrations  or a comparison of retirement  strategies  will also be furnished
upon request.  Any graphic  presentations and retirement strategy charts must be
accompanied by a corresponding  illustration;  illustrations must always include
or be accompanied by comparable  information that is based on guaranteed cost of
insurance  rates and that  presents a  hypothetical  gross rate of return of 0%.
Retirement illustrations will not be furnished with a hypothetical gross rate of
return in excess of 12%.

The  hypothetical  rates of return in illustrations  are  illustrative  only and
should  not be  interpreted  as a  representation  of past or future  investment
results.  Policy  values  and  benefits  shown  in the  illustrations  would  be
different if the gross annual investment rates of return were different from the
hypothetical  rates  portrayed,  if premiums were not paid when due, and whether
loan interest was paid when due. Withdrawals or loans may have an adverse effect
on Policy benefits.

Risks of Life Insurance Retirement Plans

Using your Policy as a funding vehicle for retirement  income purposes  presents
several risks,  including the risk that if your Policy is insufficiently  funded
in relation to the income  stream  expected  from your  Policy,  your Policy can
lapse  prematurely and result in significant  income tax liability to you in the
year in which the lapse occurs.  Other risks associated with borrowing from your
Policy  also  apply.  Loans will be  automatically  repaid  from the gross Death
Benefit at the death of the Insured,  resulting in the estimated  payment to the
beneficiary  of the net Death  Benefit,  which will be less than the gross Death
Benefit and may be less than the Face Amount.  Upon surrender,  the loan will be
automatically  repaid,  resulting  in the  payment to you of the Net Cash Value.
Similarly,  upon lapse,  the loan will be automatically  repaid,  and the Policy
will terminate  without value.  Upon surrender,  the loan will be  automatically
repaid.  The automatic  repayment of the loan upon lapse or surrender will cause
the  recognition  of taxable  income to the extent  that Net Cash Value plus the
amount of the repaid loan exceeds your basis in the Policy.  Thus, under certain
circumstances,  surrender or lapse of your Policy could result in tax  liability
to you. In addition, to reinstate a lapsed Policy, you would be required to make
certain  payments.  Thus,  you  should be  careful  to  design 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.

                                       20
<PAGE>

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

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

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

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

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

   
The following tables have been prepared to illustrate hypothetically how certain
values under a Policy change with investment performance over an extended period
of time.  The  tables  illustrate  how  Account  Values,  Cash  Values and Death
Benefits  under a Policy  covering  an Insured of a given age on the Policy Date
would vary over time if planned  premium  payments  were paid  annually  and the
return on the assets in each of the Funds were an assumed  uniform  gross annual
rate of 0%, 6% and 12%. The values  would be  different  from those shown if the
returns  averaged  0%, 6% or 12% but  fluctuated  over and under those  averages
throughout the years shown. The tables also show planned premiums accumulated at
5% interest compounded annually. The hypothetical investment rates of return are
illustrative  only and should not be deemed a  representation  of past or future
investment  rates of return.  The tables  may be deemed to be  "forward  looking
statements," and are based on certain assumptions.  Actual performance under the
Policy may differ  materially from performance  described in the tables.  Actual
rates  of  return  for a  particular  Policy  may  be  more  or  less  than  the
hypothetical  investment rates of return and will depend on a number of factors,
including  the  investment  allocations  made by an Owner.  These  illustrations
assume that Net Premiums are allocated equally among the 20 Investment  Accounts
available  under the  Policy,  and that no amounts  are  allocated  to the Fixed
Account. These illustrations also assume that no Policy loans have been made and
that the premium is paid at the  beginning of each Policy Year.  Values would be
different if the  premiums  are paid with a different  frequency or in different
amounts.
    

   
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
0.72% 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.  Effective May 1, 1999, the American Century VP Capital  Appreciation
Portfolio is no longer available for new contracts;  therefore,  the Portfolio's
expenses  are  not  included  in  the  above  average.  For  information  on the
Portfolios' expenses, see the prospectuses for the Funds and Portfolios.
    

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

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

                                       21
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                           FLEXIBLE PREMIUM ADJUSTABLE

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

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


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

     1            6,300     500,000  500,000    500,000            4,298    4,594      4,890                0         0        0  
     2           12,915     500,000  500,000    500,000            8,783    9,653     10,559            3,873     4,743    5,649  
     3           19,861     500,000  500,000    500,000           13,153   14,890     16,771            8,243     9,980   11,861  
     4           27,154     500,000  500,000    500,000           17,405   20,308     23,581           12,495    15,398   18,671  
     5           34,811     500,000  500,000    500,000           21,535   25,913     31,047           16,625    21,003   26,137  
     6           42,852     500,000  500,000    500,000           25,538   31,706     39,234           21,119    27,287   34,815  
     7           51,295     500,000  500,000    500,000           29,412   37,692     48,216           25,484    33,764   44,288  
     8           60,159     500,000  500,000    500,000           33,155   43,879     58,079           29,718    40,442   54,642  
     9           69,467     500,000  500,000    500,000           36,762   50,270     68,912           33,816    47,324   65,966  
    10           79,241     500,000  500,000    500,000           40,228   56,870     80,818           37,773    54,415   78,363  
    11           89,503     500,000  500,000    500,000           43,885   64,128     94,510           41,921    62,164   92,546  
    12          100,278     500,000  500,000    500,000           47,393   71,654    109,645           45,920    70,181  108,172  
    13          111,592     500,000  500,000    500,000           50,736   79,446    126,379           49,754    78,464  125,397  
    14          123,471     500,000  500,000    500,000           53,897   87,507    144,890           53,406    87,016  144,399  
    15          135,945     500,000  500,000    500,000           56,861   95,840    165,383           56,861    95,840  165,383  
    16          149,042     500,000  500,000    500,000           59,613  104,449    188,089           59,613   104,449  188,089  
    17          162,794     500,000  500,000    500,000           62,141  113,344    213,275           62,141   113,344  213,275  
    18          177,234     500,000  500,000    500,000           64,438  122,541    241,251           64,438   122,541  241,251  
    19          192,396     500,000  500,000    500,000           66,484  132,046    272,359           66,484   132,046  272,359  
    20          208,316     500,000  500,000    500,000           68,254  141,864    306,992           68,254   141,864  306,992  
    21          225,031     500,000  500,000    500,000           69,575  151,876    345,538           69,575   151,876  345,538  
    22          242,583     500,000  500,000    500,000           70,550  162,199    388,584           70,550   162,199  388,584  
    23          261,012     500,000  500,000    550,001           71,132  172,829    436,509           71,132   172,829  436,509  
    24          280,363     500,000  500,000    607,041           71,270  183,765    489,549           71,270   183,765  489,549  
    25          300,681     500,000  500,000    668,870           70,919  195,017    548,254           70,919   195,017  548,254  
    26          322,015     500,000  500,000    735,894           70,034  206,600    613,245           70,034   206,600  613,245  
    27          344,415     500,000  500,000    815,285           68,571  218,539    685,114           68,571   218,539  685,114  
    28          367,936     500,000  500,000    902,212           66,487  230,867    764,587           66,487   230,867  764,587  
    29          392,633     500,000  500,000    997,388           63,722  243,617    852,468           63,722   243,617  852,468  
    30          418,565     500,000  500,000  1,101,585           60,194  256,818    949,642           60,194   256,818  949,642  
                                                                                                                                
</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.46%,  4.50%,  and
     10.46% respectively,  during the first ten Policy Years, and -0.97%, 5.02%,
     and 11.00% respectively thereafter.

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

                                       22
<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE

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


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


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

     1            6,300      500,000    500,000  500,000            4,034    4,321     4,609              0          0        0  
     2           12,915      500,000    500,000  500,000            8,170    9,004     9,873          3,260      4,094    4,963  
     3           19,861      500,000    500,000  500,000           12,164   13,815    15,606          7,254      8,905   10,696  
     4           27,154      500,000    500,000  500,000           16,010   18,753    21,849         11,100     13,843   16,939  
     5           34,811      500,000    500,000  500,000           19,701   23,816    28,651         14,791     18,906   23,741  
     6           42,852      500,000    500,000  500,000           23,228   28,998    36,060         18,809     24,579   31,641  
     7           51,295      500,000    500,000  500,000           26,584   34,299    44,138         22,656     30,371   40,210  
     8           60,159      500,000    500,000  500,000           29,764   39,718    52,951         26,327     36,281   49,514  
     9           69,467      500,000    500,000  500,000           32,757   45,250    62,572         29,811     42,304   59,626  
    10           79,241      500,000    500,000  500,000           35,555   50,890    73,082         33,100     48,435   70,627  
    11           89,503      500,000    500,000  500,000           38,455   57,041    85,125         36,491     55,077   83,161  
    12          100,278      500,000    500,000  500,000           41,127   63,324    98,361         39,654     61,851   96,888  
    13          111,592      500,000    500,000  500,000           43,545   69,720   112,912         42,563     68,738  111,930  
    14          123,471      500,000    500,000  500,000           45,675   76,209   128,916         45,184     75,718  128,425  
    15          135,945      500,000    500,000  500,000           47,489   82,773   146,539         47,489     82,773  146,539  
    16          149,042      500,000    500,000  500,000           48,955   89,393   165,970         48,955     89,393  165,970  
    17          162,794      500,000    500,000  500,000           50,045   96,054   187,430         50,045     96,054  187,430  
    18          177,234      500,000    500,000  500,000           50,739  102,748   211,187         50,739    102,748  211,187  
    19          192,396      500,000    500,000  500,000           50,992  109,451   237,535         50,992    109,451  237,535  
    20          208,316      500,000    500,000  500,000           50,752  116,128   266,815         50,752    116,128  266,815  
    21          225,031      500,000    500,000  500,000           49,959  122,743   299,427         49,959    122,743  299,427  
    22          242,583      500,000    500,000  500,000           48,547  129,256   335,847         48,547    129,256  335,847  
    23          261,012      500,000    500,000  500,000           46,415  135,599   376,632         46,415    135,599  376,632  
    24          280,363      500,000    500,000  523,743           43,456  141,704   422,374         43,456    141,704  422,374  
    25          300,681      500,000    500,000  577,129           39,561  147,505   473,056         39,561    147,505  473,056  
    26          322,015      500,000    500,000  634,866           34,618  152,935   529,055         34,618    152,935  529,055  
    27          344,415      500,000    500,000  703,068           28,509  157,929   590,814         28,509    157,929  590,814  
    28          367,936      500,000    500,000  777,524           21,106  162,419   658,919         21,106    162,419  658,919  
    29          392,633      500,000    500,000  858,798           12,242  166,312   734,015         12,242    166,312  734,015  
    30          418,565      500,000    500,000  947,501            1,691  169,480   816,811          1,691    169,480  816,811  
 
</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.46%,  4.50%,  and
     10.46% respectively,  during the first ten Policy Years, and -0.97%, 5.02%,
     and 11.00% respectively thereafter.


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

                                       23
<PAGE>


                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


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


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


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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


     1            6,300        504,289   504,584     504,880        4,289     4,584     4,880            0          0           0
     2           12,915        508,756   509,623     510,526        8,756     9,623    10,526        3,846      4,713       5,616 
     3           19,861        513,098   514,826     516,699       13,098    14,826    16,699        8,188      9,916      11,789 
     4           27,154        517,311   520,196     523,447       17,311    20,196    23,447       12,401     15,286      18,537 
     5           34,811        521,390   525,733     530,825       21,390    25,733    30,825       16,480     20,823      25,915 
     6           42,852        525,330   531,437     538,888       25,330    31,437    38,888       20,911     27,018      34,469 
     7           51,295        529,126   537,308     547,703       29,126    37,308    47,703       25,198     33,380      43,775 
     8           60,159        532,775   543,349     557,343       32,775    43,349    57,343       29,338     39,912      53,906 
     9           69,467        536,272   549,560     567,886       36,272    49,560    67,886       33,326     46,614      64,940 
    10           79,241        539,611   555,938     579,416       39,611    55,938    79,416       37,156     53,483      76,961 
    11           89,503        543,116   562,920     592,617       43,116    62,920    92,617       41,152     60,956      90,653 
    12          100,278        546,447   570,108     607,122       46,447    70,108   107,122       44,974     68,635     105,649 
    13          111,592        549,585   577,490     623,052       49,585    77,490   123,052       48,603     76,508     122,070 
    14          123,471        552,508   585,053     640,540       52,508    85,053   140,540       52,017     84,562     140,049 
    15          135,945        555,201   592,787     659,736       55,201    92,787   159,736       55,201     92,787     159,736 
    16          149,042        557,642   600,676     680,805       57,642   100,676   180,805       57,642    100,676     180,805 
    17          162,794        559,817   608,710     703,935       59,817   108,710   203,935       59,817    108,710     203,935 
    18          177,234        561,716   616,885     729,340       61,716   116,885   229,340       61,716    116,885     229,340 
    19          192,396        563,316   625,180     757,243       63,316   125,180   257,243       63,316    125,180     257,243 
    20          208,316        564,587   633,569     787,883       64,587   133,569   287,883       64,587    133,569     287,883 
    21          225,031        565,326   641,842     821,344       65,326   141,842   321,344       65,326    141,842     321,344 
    22          242,583        565,658   650,118     858,061       65,658   150,118   358,061       65,658    150,118     358,061 
    23          261,012        565,526   658,334     898,332       65,526   158,334   398,332       65,526    158,334     398,332 
    24          280,363        564,877   666,428     942,484       64,877   166,428   442,484       64,877    166,428     442,484 
    25          300,681        563,662   674,337     990,888       63,662   174,337   490,888       63,662    174,337     490,888 
    26          322,015        561,838   682,003   1,043,961       61,838   182,003   543,961       61,838    182,003     543,961 
    27          344,415        559,363   689,365   1,102,168       59,363   189,365   602,168       59,363    189,365     602,168 
    28          367,936        556,203   696,364   1,166,029       56,203   196,364   666,029       56,203    196,364     666,029 
    29          392,633        552,308   702,926   1,236,110       52,308   202,926   736,110       52,308    202,926     736,110 
    30          418,565        547,606   708,947   1,313,010       47,606   208,947   813,010       47,606    208,947     813,010 
                                                                                                                                  

</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.46%,  4.50%,  and
     10.46% respectively,  during the first ten Policy Years, and -0.97%, 5.02%,
     and 11.00% respectively thereafter.


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

                                       24
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


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


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


VARIABLE INVESTMENT        $6,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

     1          6,300       504,023   504,309     504,596            4,023     4,309       4,596            0          0        0  
     2         12,915       508,136   508,966     509,832            8,136     8,966       9,832        3,226      4,056    4,922  
     3         19,861       512,095   513,735     515,515           12,095    13,735      15,515        7,185      8,825   10,605  
     4         27,154       515,892   518,612     521,681           15,892    18,612      21,681       10,982     13,702   16,771  
     5         34,811       519,520   523,590     528,372           19,520    23,590      28,372       14,609     18,680   23,462  
     6         42,852       522,966   528,659     535,625           22,966    28,659      35,625       18,547     24,240   31,206  
     7         51,295       526,223   533,813     543,488           26,223    33,813      43,488       22,295     29,885   39,560  
     8         60,159       529,284   539,046     552,016           29,284    39,046      52,016       25,847     35,609   48,579  
     9         69,467       532,137   544,346     561,263           32,137    44,346      61,263       29,191     41,400   58,317  
    10         79,241       534,771   549,700     571,286           34,771    49,700      71,286       32,316     47,245   68,831  
    11         89,503       537,474   555,493     582,690           37,474    55,493      82,690       35,510     53,529   80,726  
    12        100,278       539,919   561,336     595,101           39,919    61,336      95,101       38,446     59,863   93,628  
    13        111,592       542,072   567,196     608,592           42,072    67,196     108,592       41,090     66,214  107,610  
    14        123,471       543,896   573,033     623,242           43,896    73,033     123,242       43,405     72,542  122,751  
    15        135,945       545,361   578,810     639,140           45,361    78,810     139,140       45,361     78,810  139,140  
    16        149,042       546,429   584,482     656,381           46,429    84,482     156,381       46,429     84,482  156,381  
    17        162,794       547,071   590,009     675,077           47,071    90,009     175,077       47,071     90,009  175,077  
    18        177,234       547,265   595,358     695,361           47,265    95,358     195,361       47,265     95,358  195,361  
    19        192,396       546,966   600,469     717,356           46,966   100,469     217,356       46,966    100,469  217,356  
    20        208,316       546,119   605,268     741,186           46,119   105,268     241,186       46,119    105,268  241,186  
    21        225,031       544,666   609,673     766,985           44,666   109,673     266,985       44,666    109,673  266,985  
    22        242,583       542,541   613,592     794,897           42,541   113,592     294,897       42,541    113,592  294,897  
    23        261,012       539,649   616,895     825,044           39,649   116,895     325,044       39,649    116,895  325,044  
    24        280,363       535,892   619,442     857,560           35,891   119,442     357,560       35,891    119,442  357,560  
    25        300,681       531,178   621,094     892,602           31,178   121,094     392,602       31,178    121,094  392,602  
    26        322,015       525,424   621,707     930,348           25,424   121,707     430,348       25,424    121,707  430,348  
    27        344,415       518,549   621,137     971,001           18,549   121,137     471,001       18,549    121,137  471,001  
    28        367,936       510,480   619,239   1,014,793           10,480   119,239     514,793       10,480    119,239  514,793  
    29        392,633       501,119   615,832   1,061,954            1,119   115,832     561,954        1,119    115,832  561,954  
    30        418,565             0   610,688   1,112,697                0   110,688     612,697            0    110,688  612,697  
                                                                                                                                   

</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.46%,  4.50%,  and
     10.46% respectively,  during the first ten Policy Years, and -0.97%, 5.02%,
     and 11.00% respectively thereafter.


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

                                       25
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE



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

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

VARIABLE INVESTMENT        $13,000 ANNUAL PREMIUM USING CURRENT CHARGES

                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

     1          13,650          500,000   500,000     500,000      8,943       9,572      10,204          0          0           0 
     2          27,983          500,000   500,000     500,000     17,856      19,686      21,594      6,466      8,296      10,204 
     3          43,032          500,000   500,000     500,000     26,439      30,058      33,986     15,049     18,668      22,596 
     4          58,833          500,000   500,000     500,000     34,678      40,688      47,479     23,288     29,298      36,089 
     5          75,425          500,000   500,000     500,000     42,553      51,570      62,181     31,163     40,180      50,791 
     6          92,846          500,000   500,000     500,000     50,045      62,700      78,217     39,794     52,449      67,966 
     7         111,138          500,000   500,000     500,000     57,133      74,074      95,731     48,021     64,962      86,619 
     8         130,345          500,000   500,000     500,000     63,777      85,671     114,873     55,804     77,698     106,900 
     9         150,513          500,000   500,000     500,000     69,941      97,479     135,824     63,107     90,645     128,990 
    10         171,688          500,000   500,000     500,000     75,593     109,490     158,803     69,898    103,795     153,108 
    11         193,923          500,000   500,000     500,000     81,389     122,606     185,298     76,833    118,050     180,742 
    12         217,269          500,000   500,000     500,000     86,649     136,060     214,693     83,232    132,643     211,276 
    13         241,782          500,000   500,000     500,000     91,349     149,881     247,422     89,071    147,603     245,144 
    14         267,521          500,000   500,000     500,000     95,453     164,095     283,984     94,314    162,956     282,845 
    15         294,547          500,000   500,000     500,000     98,904     178,721     324,973     98,904    178,721     324,973 
    16         322,925          500,000   500,000     500,000    101,619     193,770     371,091    101,619    193,770     371,091 
    17         352,721          500,000   500,000     500,000    103,494     209,254     423,195    103,494    209,254     423,195 
    18         384,007          500,000   500,000     535,085    104,392     225,178     482,058    104,392    225,178     482,058 
    19         416,857          500,000   500,000     596,740    104,171     241,575     547,468    104,171    241,575     547,468 
    20         451,350          500,000   500,000     663,531    102,702     258,512     620,122    102,702    258,512     620,122 
    21         487,568          500,000   500,000     735,937     99,267     275,745     700,892     99,267    275,745     700,892 
    22         525,596          500,000   500,000     829,764     94,258     293,737     790,251     94,258    293,737     790,251 
    23         565,526          500,000   500,000     933,540     87,528     312,672     889,086     87,528    312,672     889,086 
    24         607,452          500,000   500,000   1,048,290     78,892     332,764     998,371     78,892    332,764     998,371 
    25         651,475          500,000   500,000   1,175,128     68,073     354,255   1,119,170     68,073    354,255   1,119,170 
    26         697,699          500,000   500,000   1,315,256     54,592     377,401   1,252,625     54,592    377,401   1,252,625 
    27         746,234          500,000   500,000   1,469,980     37,879     402,563   1,399,981     37,879    402,563   1,399,981 
    28         797,195          500,000   500,000   1,640,714     17,221     430,223   1,562,585     17,221    430,223   1,562,585 
    29         850,705                0   500,000   1,828,991          0     461,033   1,741,896          0    461,033   1,741,896 
    30         906,890                0   519,939   2,036,486          0     495,180   1,939,511          0    495,180   1,939,511 
                                                                                                                                  
</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.46%,  4.50%,  and
     10.46% respectively,  during the first ten Policy Years, and -0.97%, 5.02%,
     and 11.00% respectively thereafter.



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

                                       26
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


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

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


VARIABLE INVESTMENT        $13,000 ANNUAL PREMIUM USING GUARANTEED CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

     1          13,650        500,000    500,000    500,000       7,699      8,290         8,882           0        0            0
     2          27,983        500,000    500,000    500,000      15,186     16,856        18,602       3,796    5,466        7,212  
     3          43,032        500,000    500,000    500,000      22,209     25,457        28,994      10,819   14,067       17,604  
     4          58,833        500,000    500,000    500,000      28,739     34,064        40,106      17,349   22,674       28,716  
     5          75,425        500,000    500,000    500,000      34,734     42,638        51,988      23,344   31,248       40,598  
     6          92,846        500,000    500,000    500,000      40,150     51,136        64,700      29,899   40,885       54,449  
     7         111,138        500,000    500,000    500,000      44,939     59,514        78,311      35,827   50,402       69,199  
     8         130,345        500,000    500,000    500,000      49,020     67,695        92,879      41,047   59,722       84,906  
     9         150,513        500,000    500,000    500,000      52,313     75,602       108,483      45,479   68,768      101,649  
    10         171,688        500,000    500,000    500,000      54,739     83,162       125,232      49,044   77,467      119,537  
    11         193,923        500,000    500,000    500,000      56,792     91,060       144,302      52,236   86,504      139,746  
    12         217,269        500,000    500,000    500,000      57,835     98,564       165,090      54,418   95,147      161,673  
    13         241,782        500,000    500,000    500,000      57,784    105,611       187,878      55,506  103,333      185,600  
    14         267,521        500,000    500,000    500,000      56,524    112,115       213,003      55,385  110,976      211,864  
    15         294,547        500,000    500,000    500,000      53,891    117,951       240,863      53,891  117,951      240,863  
    16         322,925        500,000    500,000    500,000      49,659    122,944       271,942      49,659  122,944      271,942  
    17         352,721        500,000    500,000    500,000      43,534    126,867       306,848      43,534  126,867      306,848  
    18         384,007        500,000    500,000    500,000      35,129    129,420       346,365      35,129  129,420      346,365  
    19         416,857        500,000    500,000    500,000      24,004    130,266       391,543      24,004  130,266      391,543  
    20         451,350        500,000    500,000    500,000       9,683    129,042       443,786       9,683  129,042      443,786  
    21         487,568              0    500,000    529,724           0    125,356       504,499           0  125,356      504,499  
    22         525,596              0    500,000    600,483           0    118,741       571,889           0  118,741      571,889  
    23         565,526              0    500,000    678,560           0    108,628       646,248           0  108,628      646,248  
    24         607,452              0    500,000    764,667           0     94,277       728,255           0   94,277      728,255  
    25         651,475              0    500,000    859,570           0     74,644       818,638           0   74,644      818,638  
    26         697,699              0    500,000    964,088           0     48,267       918,179           0   48,267      918,179  
    27         746,234              0    500,000  1,079,091           0     13,111     1,027,706           0   13,111    1,027,706  
    28         797,195              0          0  1,205,497           0          0     1,148,092           0        0    1,148,092  
    29         850,705              0          0  1,344,283           0          0     1,280,270           0        0    1,280,270  
    30         906,890              0          0  1,496,501           0          0     1,425,239           0        0    1,425,239  

</TABLE>                                                                        

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.46%,  4.50%,  and
     10.46% respectively,  during the first ten Policy Years, and -0.97%, 5.02%,
     and 11.00% respectively thereafter.



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

                                       27
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE


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

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


VARIABLE INVESTMENT        $12,000 ANNUAL PREMIUM USING CURRENT CHARGES


                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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


     1           12,600       259,357   259,973    260,589         9,357     9,973     10,589         3,662      4,278       4,894  
     2           25,830       268,747   270,568    272,465        18,747    20,568     22,465        13,052     14,873      16,770  
     3           39,722       277,866   281,502    285,440        27,866    31,502     35,440        22,171     25,807      29,745  
     4           54,308       286,702   292,775    299,614        36,702    42,775     49,614        31,007     37,080      43,919  
     5           69,623       295,244   304,383    315,093        45,244    54,383     65,093        39,549     48,688      59,398  
     6           85,704       303,477   316,324    331,996        53,477    66,324     81,996        48,352     61,198      76,871  
     7          102,589       311,387   328,592    350,450        61,387    78,592    100,450        56,831     74,036      95,894  
     8          120,319       318,947   341,171    370,585        68,947    91,171    120,585        64,961     87,184     116,599  
     9          138,935       326,134   354,043    392,546        76,134   104,043    142,546        72,717    100,626     139,129  
    10          158,481       332,925   367,196    416,495        82,925   117,196    166,495        80,078    114,348     163,647  
    11          179,006       339,996   381,527    443,845        89,996   131,527    193,845        87,718    129,249     191,567  
    12          200,556       346,658   396,226    473,845        96,658   146,226    223,845        94,949    144,518     222,136  
    13          223,184       352,894   411,291    506,762       102,894   161,291    256,762       101,755    160,152     255,623  
    14          246,943       358,680   426,710    542,889       108,680   176,710    292,889       108,110    176,140     292,320  
    15          271,890       363,979   442,459    582,536       113,979   192,459    332,536       113,979    192,459     332,536  
    16          298,084       368,741   458,497    626,031       118,741   208,497    376,031       118,741    208,497     376,031  
    17          325,589       372,904   474,771    673,729       122,904   224,771    423,729       122,904    224,771     423,729  
    18          354,468       376,389   491,205    726,002       126,389   241,205    476,002       126,389    241,205     476,002  
    19          384,791       379,121   507,722    783,268       129,121   257,722    533,268       129,121    257,722     533,268  
    20          416,631       381,040   524,259    846,006       131,040   274,259    596,006       131,040    274,259     596,006  
    21          450,063       381,728   540,377    914,371       131,728   290,377    664,371       131,728    290,377     664,371  
    22          485,166       381,495   556,363    989,298       131,495   306,363    739,298       131,495    306,363     739,298  
    23          522,024       380,314   572,173  1,071,473       130,314   322,173    821,473       130,314    322,173     821,473  
    24          560,725       378,151   587,755  1,161,653       128,151   337,755    911,653       128,151    337,755     911,653  
    25          601,361       374,940   603,021  1,260,641       124,940   353,021  1,010,641       124,940    353,021   1,010,641  
    26          644,030       370,529   617,788  1,369,239       120,529   367,788  1,119,239       120,529    367,788   1,119,239  
    27          688,831       364,768   631,864  1,488,338       114,768   381,864  1,238,338       114,768    381,864   1,238,338  
    28          735,873       357,489   645,030  1,618,911       107,489   395,030  1,368,911       107,489    395,030   1,368,911  
    29          785,266       348,537   657,066  1,762,048        98,537   407,066  1,512,048        98,537    407,066   1,512,048  
    30          837,129       337,791   667,773  1,918,996        87,791   417,773  1,668,996        87,791    417,773   1,668,996  

</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.46%,  4.50%,  and
     10.46% respectively,  during the first ten Policy Years, and -0.97%, 5.02%,
     and 11.00% respectively thereafter.



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

                                       28
<PAGE>

                     AMERICAN UNITED LIFE INSURANCE COMPANY

                        VARIABLE UNIVERSAL LIFE INSURANCE

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


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

VARIABLE INVESTMENT        $12,000 ANNUAL PREMIUM USING GUARANTEED CHARGES

                                       DEATH BENEFIT                      ACCOUNT VALUE                        CASH VALUE

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

     1          12,600       258,724   259,319      259,915        8,724       9,319       9,915      3,029      3,624       4,220  
     2          25,830       267,352   269,089      270,900       17,352      19,089      20,900     11,657     13,394      15,205  
     3          39,722       275,633   279,071      282,798       25,633      29,071      32,798     19,938     23,376      27,103  
     4          54,308       283,548   289,249      295,681       33,548      39,249      45,681     27,853     33,554      39,986  
     5          69,623       291,074   299,602      309,619       41,074      49,602      59,619     35,379     43,907      53,924  
     6          85,704       298,183   310,104      324,688       48,183      60,104      74,688     43,057     54,979      69,562  
     7         102,589       304,847   320,727      340,970       54,847      70,727      90,970     50,291     66,171      86,414  
     8         120,319       311,020   331,422      358,537       61,020      81,422     108,537     57,034     77,435     104,551  
     9         138,935       316,659   342,138      377,468       66,659      92,138     127,468     63,242     88,721     124,051  
    10         158,481       321,721   352,827      397,854       71,721     102,827     147,854     68,873     99,980     145,006  
    11         179,006       326,801   364,271      420,920       76,800     114,271     170,920     74,522    111,993     168,642  
    12         200,556       331,244   375,683      445,902       81,244     125,683     195,902     79,535    123,974     194,193  
    13         223,184       335,015   387,018      472,965       85,015     137,018     222,965     83,876    135,879     221,826  
    14         246,943       338,066   398,218      502,281       88,066     148,218     252,281     87,496    147,649     251,712  
    15         271,890       340,329   409,198      534,021       90,329     159,198     284,021     90,329    159,198     284,021  
    16         298,084       341,713   419,846      568,345       91,713     169,846     318,345     91,713    169,846     318,345  
    17         325,589       342,105   430,019      605,410       92,105     180,019     355,410     92,105    180,019     355,410  
    18         354,468       341,362   439,538      645,359       91,362     189,538     395,359     91,362    189,538     395,359  
    19         384,791       339,348   448,216      688,352       89,348     198,216     438,352     89,348    198,216     438,352  
    20         416,631       335,948   455,882      734,592       85,948     205,882     484,592     85,948    205,882     484,592  
    21         450,063       331,078   462,385      784,336       81,078     212,385     534,336     81,078    212,385     534,336  
    22         485,166       324,668   467,580      837,881       74,668     217,580     587,881     74,668    217,580     587,881  
    23         522,024       316,660   471,327      895,574       66,660     221,327     645,574     66,660    221,327     645,574  
    24         560,725       306,988   473,468      957,786       56,988     223,468     707,786     56,988    223,468     707,786  
    25         601,361       295,531   473,783    1,024,874       45,531     223,783     774,874     45,531    223,783     774,874  
    26         644,030       282,109   471,977    1,097,171       32,109     221,977     847,171     32,109    221,977     847,171  
    27         688,831       266,489   467,686    1,174,992       16,489     217,686     924,992     16,489    217,686     924,992  
    28         735,873             0   460,476    1,258,634            0     210,476   1,008,634          0    210,476   1,008,634  
    29         785,266             0   449,906    1,348,445            0     199,906   1,098,445          0    199,906   1,098,445  
    30         837,129             0   435,571    1,444,872            0     185,571   1,194,872          0    185,571   1,194,872  
                                                                                                                                    
               

</TABLE>

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

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

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

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

(5)  The illustrated  gross annual investment rates of return of 0%, 6%, and 12%
     would  correspond  to  approximate  net annual rate of -1.46%,  4.50%,  and
     10.46% respectively,  during the first ten Policy Years, and -0.97%, 5.02%,
     and 11.00% respectively thereafter.



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

                                       29
<PAGE>


                      OTHER POLICY BENEFITS AND PROVISIONS

Limits on Rights to Contest the Policy

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

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

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

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

Changes in the Policy or Benefits

         Misstatement  of Age or Sex. If it is determined  the age or sex of the
Insured as stated in the Policy is not  correct,  the Death  Benefit will be the
greater of: (1) the amount  which  would have been  purchased  at the  Insured's
correct age and sex by the most recent cost of insurance  charge  assessed prior
to the date we receive  proof of death;  or (2) the Account Value as of the date
we receive proof of death,  multiplied by the Minimum  Insurance  Percentage for
the correct age.

         Other Changes. Upon notice, AUL may modify the Policy, but only if such
modification is necessary to: (1) make the Policy or the Separate Account comply
with any applicable law or regulation  issued by a governmental  agency to which
AUL is  subject;  (2) assure  continued  qualification  of the Policy  under the
Internal  Revenue Code or other  federal or state laws relating to variable life
contracts; (3) reflect a change in the operation of the Separate Account; or (4)
provide different  Separate Account and/or Fixed Account  accumulation  options.
AUL  reserves  the right to modify the Policy as necessary to attempt to prevent
the Owner from being considered the owner of the assets of the Separate Account.
In the event of any such modification, AUL will issue an appropriate endorsement
to the Policy,  if required.  AUL will exercise these rights in accordance  with
applicable law, including approval of Owners, if required.

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

Change of Insured

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

Exchange for Paid-Up Policy

You may exchange the Policy for a paid-up whole life policy by Proper Notice and
upon  returning  the Policy to the Home  Office.  The new policy will be for the
level face  amount,  not greater than the  Policy's  Face  Amount,  which can be
purchased by the Policy's Net Cash Value. The new policy will be purchased using
the  continuous net single premium for the Insured's age upon the Insured's last
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 and Fixed Account on a prorata basis unless you request cash
payment. We do not anticipate declaring any dividends.

Reports to Policy Owners

At least  once a year,  you will be sent a report  at your  last  known  address
showing, as of the end of the current report period:  Account Value, Cash Value,
Death  Benefit,  amount of interest  credited  to amounts in the Fixed  Account,
change in value of  amounts  in the  Separate  Account,  premiums  paid,  loans,
Partial  Surrenders,  expense charges,  and cost of insurance  charges since the
prior report.  You will also be sent an annual and a semi-annual report for each
Fund or Portfolio  underlying an Investment  Account to which you have allocated
Account

                                       30
<PAGE>

Value,  including a list of the securities held in each Fund, as required by the
1940 Act. In  addition,  when you pay  premiums  (except for  premiums  deducted
automatically), or if you take out a loan, transfer amounts among the Investment
Accounts  and  Fixed  Account  or take  surrenders,  you will  receive a written
confirmation of these transactions.

Assignment

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

Reinstatement

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

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:     0-55

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

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

    Guaranteed Insurance Option (GIO)
    Issue ages:     0-39 (standard risks only)

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

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

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

    Other Insured Rider (OIR)
    Issue Ages:     0-85 (Other Insured's age)

    The Other Insured  Rider is level term life  insurance on someone other than
    the Insured.  The minimum issue amount is $10,000;  the maximum issue amount
    is equal to three times the Face Amount.  A maximum of two OIRs may be added
    to the Policy.  The OIR amount of coverage may be changed in the future, but
    increases are subject to evidence of insurability.

    Prior to the Other Insured's age 70, the OIR may be converted to a permanent
    individual policy without evidence of insurability. The OIR may be converted
    to  permanent  coverage  on the  Monthiversary  following  the  date  of the
    Insured's death.

    Same Insured Rider (SIR)
    Issue Ages:     0-85

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

    Waiver of Premium Disability (WPD)
    Issue Ages:     0-55

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

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

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

                                       31
<PAGE>

    Insured.  The  Incontestability,  Suicide,  and  Misstatement of Age or Sex
    provisions of the Policy apply to either Insured.

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


   
    Automatic Increase Rider (AIR)
    Issue Ages:     0-55 (standard risks only)
    

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

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

    Guaranteed Minimum Death Benefit Rider (GMDB)

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

    Accelerated Death Benefit Rider (ABR)

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

                               TAX CONSIDERATIONS

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

Tax Status of the Policy

In order to attain the tax benefits normally associated with life insurance, the
Policy must be classified  for federal  income tax purposes as a life  insurance
contract. Section 7702 of the Internal Revenue Code sets forth a definition of a
life  insurance  contract for federal  income tax  purposes.  The U.S.  Treasury
Department (the "Treasury") is authorized to prescribe regulations  implementing
Section 7702.  While proposed  regulations  and other interim  guidance has been
issued,  final regulations have not been adopted.  In short,  guidance as to how
Section 7702 is to be applied is limited.  If a Policy were determined not to be
a life  insurance  contract for purposes of Section 7702,  such Policy would not
provide the tax advantages normally provided by a life insurance contract.

With respect to a Policy  issued on a standard  basis,  AUL believes that such a
Policy  should meet the Section 7702  definition of a life  insurance  contract.
With respect to a Policy that is issued on a substandard  basis (i.e., a premium
class with extra rating  involving  higher than standard  mortality risk) or one
involving  joint insureds,  there is less guidance,  in particular as to how the
mortality  and other expense  requirements  of Section 7702 are to be applied in
determining  whether such a Policy meets the Section 7702  definition  of a life
insurance contract.  If the requirements of Section 7702 were deemed not to have
been met, the Policy would not provide the tax benefits normally associated with
life  insurance and the tax status of all contracts  invested in the  Investment
Account to which premiums were allocated under the non-qualifying contract might
be affected.

If it is  subsequently  determined  that a Policy does not satisfy Section 7702,
AUL may take whatever steps are  appropriate  and reasonable to attempt to cause
such a Policy to comply with Section 7702. For these  reasons,  AUL reserves the
right to modify  the  Policy as it deems  necessary  in its sole  discretion  to
attempt to qualify it as a life insurance contract under Section 7702.

Section  817(h) of the Internal  Revenue Code requires that the  investments  of
each of the Investment  Accounts must be "adequately  diversified" in accordance
with Treasury regulations in order for the Policy to qualify as a life insurance
contract  under  Section  7702 of the  Internal  Revenue  Code.  The  Investment
Accounts,  through the  Portfolios,  intend to comply  with the  diversification
requirements  prescribed in Treas.  Reg. Section  1.817-5,  which affect how the
Portfolio's assets are to be invested. AUL believes that the Investment Accounts
will  meet the  diversification  requirements,  and AUL will  monitor  continued
compliance with this requirement.

In certain  circumstances,  owners of variable life  insurance  contracts may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
investment  accounts used to support their  contracts.  In those  circumstances,
income and gains from the investment account assets would be includable

                                       32
<PAGE>

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  Net Premium  payments and
Account Value.  These  differences could result in an Owner being treated as the
owner  of a  prorata  portion  of the  assets  of the  Investment  Accounts.  In
addition,  AUL does not know what  standards  will be set forth,  if any, in the
regulations  or rulings  which the Treasury has stated it expects to issue.  AUL
therefore  reserves  the right to modify the Policy as  necessary  to attempt to
prevent  an Owner  from  being  considered  the Owner of a prorata  share of the
assets of the Investment Accounts.

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

Tax Treatment of Policy Benefits

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

Depending  on the  circumstances,  the  exchange  of a  Policy,  a change in the
Policy's Death Benefit option, a Policy loan, a Partial Surrender,  a surrender,
a change in ownership,  or an  assignment of the Policy may have federal  income
tax consequences.  In addition, federal, state and local transfer, and other tax
consequences  of  ownership  or  receipt  of  Policy  proceeds  depends  on  the
circumstances of each Owner or beneficiary.

The  Policy  may also be used in various  arrangements,  including  nonqualified
deferred  compensation  or salary  continuation  plans,  split dollar  insurance
plans,  executive bonus plans, retiree medical benefit plans and others. The tax
consequences  of such  plans  may vary  depending  on the  particular  facts and
circumstances   of  each   individual   arrangement.   Therefore,   if  you  are
contemplating  the use of a Policy in any arrangement the value of which depends
in part on its tax  consequences,  you should  consult a  qualified  tax adviser
regarding the tax attributes of the particular arrangement.

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

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

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

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

                                       33
<PAGE>

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

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

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

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

Finally,  neither  distributions  (including  distributions  upon surrender) nor
loans from, or secured by, a Policy that is not a Modified Endowment are subject
to the 10 percent additional income tax.

         Policy Loan  Interest.  Generally,  consumer  interest paid on any loan
under a Policy which is owned by an individual is not  deductible for federal or
state income tax  purposes.  The  deduction  of other forms of interest  paid on
Policy  loans may also be  subject  to other  restrictions  under  the  Internal
Revenue Code. A qualified tax adviser should be consulted  before  deducting any
Policy loan interest.

     Investment in the Policy. Investment in the Policy means: (1) the aggregate
amount of any premiums or other  consideration paid for a Policy,  minus (2) 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 (3) 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.

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

Life Insurance Purchased for Use in Split Dollar Arrangements

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

Taxation Under Section 403(b) Plans

Purchase  Payments.  Under Section 403(b) of the Code,  payments made by certain
employers (i.e.,  tax-exempt  organizations  meeting the requirements of Section
501(c)(3) of the Code, or public educational  institutions) to purchase Policies
for their  employees  are  excludible  from the gross income of employees to the
extent that such aggregate  purchase payments do not exceed certain  limitations
prescribed  by the Code.  This is the case whether the  purchase  payments are a
result of voluntary salary reduction amounts or employer  contributions.  Salary
reduction payments, however, subject to FICA (social security) taxes.

Taxation of Distributions.  Distributions from a Section 403(b) Policy are taxed
as ordinary income to the recipient.  Taxable distributions  received before the
employee attains Age 59 1/2 generally are subject to 10% penalty tax in addition
to regular income tax. Certain  distributions are excepted from this penalty tax
including distributions following the employee's death,  disability,  separation
from  service  after  age  55,  separation  from  service  at  any  age  if  the
distribution  is in the form of an annuity for the life (or life  expectancy) of
the employee (or the employee and Beneficiary) and  distributions  not in excess
of deductible  medical  expenses.  In addition,  no  distributions  of voluntary
salary  reduction  amounts made for years after December 31, 1988 (plus earnings
thereon and earnings on Policy Values as of December 31, 1988) will be permitted
prior to one of the following  events:  attainment of age 59 1/2 by the employee
or the  employee's  separation  from  service,  death,  disability  or hardship.
(Hardship distributions

                                       34
<PAGE>

will be limited to the  lesser of the  amount of the  hardship  or the amount of
salary reduction contributions, exclusive of earnings thereon.)

   
Required  Distributions.  At the time of  retirement,  the  Policy  must be: (1)
transferred  to a non-life  insurance  403(b)  contract  which complies with the
distribution  requirements of the Internal Revenue Code; or (2) surrendered;  or
(3)  distributed  and will  continue  in force,  subject  to the  payment of any
required  premium,  and the provisions of the 403(b) policy  endorsement will no
longer apply to the policy.
    

If the  insured  dies after the  commencement  of  payments  under a  settlement
option,  other than an interest option,  any remaining  portion of such interest
will be  distributed  at least as rapidly  as under the  method of  distribution
being used on the date of such death. If the insured dies before commencement of
payments  under a  settlement  option,  or after  payments  commenced  under the
interest  option,  the entire  interest  in the Policy will be  distributed  (1)
within 5 years after such  death,  or (2) as annuity  payments  which will begin
within  one  year of such  death  and  which  will be made  over the life of the
designated  beneficiary (who must be a natural person under this option) or over
a period not extending beyond the life expectancy of that beneficiary.  However,
if the beneficiary is the insured's  surviving spouse,  the surviving spouse may
elect an option with payments extending more than five years after the insured's
death (but not to exceed the beneficiary's  life or life expectancy) at any time
until the later of (1) the end of the calendar  year  following  the year of the
insured's  death, or (2) the end of the calendar year in which the insured would
have attained the age of 70 1/2.

Non-Individual Ownership of Contracts

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

Possible Charge for AUL's Taxes

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


                  OTHER INFORMATION ABOUT THE POLICIES AND AUL

Policy Termination

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

Resolving Material Conflicts

The Funds presently serve as the investment medium for the Separate Account and,
therefore,  indirectly for the Policies. In addition,  the Funds have advised us
that they are available to registered separate accounts of insurance  companies,
other than AUL, offering variable annuity and variable life insurance policies.

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

Addition, Deletion or Substitution of Investments

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

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

                                       35
<PAGE>

may be required under applicable law), the Separate Account may be operated as a
management  investment company under the 1940 Act, it may be de-registered under
that Act if registration is no longer required, or it may be combined with other
AUL separate accounts.

Voting Rights

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

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

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

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

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

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

Sale of the Policies

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

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

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

                                       36
<PAGE>

AUL Directors and Executive Officers

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

   
Jerry D. Semler                                             President and Chief Operating Officer, 1980-1989;
                                                            President & Chief Exec. Officer, 1989-8/91; Chairman of
                                                            the Board, Pres. & CEO, 9/91-present; Chairman of the AUL 
                                                            Acquisition Committee; 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

   
John R. Barton                                              Sr. Vice Pres., Group Life & Health Div., 1/99-present; VP Group 
                                                            Operations, WAUSAU Insurance Co., 5/98-1/99; Consultant, Heron 
                                                            Managment Group, 4/97-5/98; President & CEO, The Epoch Group, L.C.,
                                                            1/96-4/97; President BMA-Select HMO, Sr. VP Employment, Business
                                                            Mens Insurance Co. of America, 1/89-1/94
    

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 L. Tindall                                          Sr. Vice Pres., Pension Div., 8/97 - present; Sr. Vice
                                                            Pres., Massachusetts Mutual Life Insurance Co.,
                                                            1993-1997; Vice President Pension Marketing,
                                                            Massachusetts Mutual Life Insurance Co., 1987-1993.

       

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

Scott A. Kincaid                                            Sr. V.P. & Chief Information Officer, 3/98-present; V.P. & Chief 
                                                            Information Officer 1/95-3/98; V.P. Data Center, 9/91-1/95

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

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

James M. Cornelius                                          Director, 2/96-present; V.P. & CEO, Eli Lilly & Co.,
1055 Park Place                                             1/83-1995; Chairman, Guidant Corp., 10/95-present; Dir.
Zoinsville, IN 46077                                        State Life Ins. Co., 11/94-present, Dir., National Bank
                                                            of Indpls., 11/93-present; Dir. Lilly Industries, Inc.,
                                                            4/96-present

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

                                       37
<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., Indian Gas Co., Inc. 1/67-present; Dir. Indpls.
                                                            Power & Light 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

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 of the Salary and Nominiating Comm.);  
8191 N. Pennsylvania                                        Chairman & CEO, Indianapolis Water Co., 1/92-present; 
Indianapolis, IN 46240                                      Pres., Indianapolis Water Co., 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
    

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.,
                                                            Herff  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

John C. Scully                                              Director, 11/97-present; President and CEO, LIMRA International
2636 Ocean Dr., # 505                                       (6/92-11/97); Director, State Life Ins. Co.
Vero Beach, Florida


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.,
Carmel, IN 46032                                            2/87-present; Dir., Corporate Community Council,
                                                            1/93-1/95; Director, Community Hospital Foundation,
                                                            1/92-2/96; Dir., Junior Achievement, 4/90-present; Dir.,
                                                            National Elec., Contractors Assoc., 1/91-present; Dir.,
                                                            Boy Scouts of America, 10/91-present, Director, State
                                                            Life Ins. Co., 11/94-present

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

                                       38
<PAGE>

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.

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 Accountants

The  consolidated  balance  sheets for AUL at December  31, 1998 and the related
consolidated  statements of income,  stockholders' equity and cash flows for the
year  ended   December   31,  1998   appearing   herein  have  been  audited  by
PricewaterhouseCoopers  LLP,  independent  accountants,  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.

   
                         YEAR 2000 READINESS DISCLOSURE

     In recent years,  the Year 2000 problem has received  extensive  publicity.
The problem arises because most computer  systems and programs were written with
dates  expressed  as a 2 digit  code.  Unless  steps are taken many  systems may
interpret the year "2000" as "1900," and date-related  computations either would
not be processed or would be processed  incorrectly.  This could have a material
and  adverse  effect  on  financial  institutions  such as banks  and  insurance
companies like AUL. To prevent this, AUL began assessing the potential impact in
early 1996 and adopted a detailed  written work plan in June,  1997 to deal with
Year 2000 issues.

     Due  to  the   complexity   of   this   issue   and   the   ever-increasing
interrelationships  of  computer  systems  in the  United  States  it  would  be
extremely  difficult  for any  company  to  state  that  it has or will  achieve
complete Year 2000 compliance or guarantee that its systems will not be affected
in any way on January 1, 2000. However, AUL currently believes that all critical
computer  systems and software  (those  systems or  software  which would cause
great  disruption to the Company if they were  inoperable for any length of time
or if they were to generate  erroneous data) are, as of April 1, 1999, Year 2000
compliant.  Although  AUL has no reason to believe  that these steps will not be
sufficient  to avoid any  material  adverse  impact from Year 2000 issues and is
addressing   Year  2000  issues  by  using  both  internal  staff  and  external
consultants,   by  replacing  or  upgrading  hardware,   operating  systems  and
application software, by remediating current application software and by testing
software and hardware in future dated scenarios,  there can be no assurance that
the Company's efforts will be sufficient to avoid any adverse impact.  The total
effort  for all  activities  to make AUL  systems  ready  for the  year  2000 is
currently expected to amount to more than 250 person years of labor at a cost of
approximately  $19,000,000  which has been or will be expensed  against  current
operating  funds.  As of  December  1998,  $13,000,000  of this cost was already
incurred.

     As a part of its plan,  the  company  has  surveyed  its  primary  business
partners to be sure that they have taken steps to address Year 2000 issues.  AUL
will continue to monitor the status of all business partners' Year 2000 efforts.
Additionally,  a contingency  planning  effort is underway to identify  means by
which the risk  associated with potential  internal or external  failures can be
reduced. Year 2000 contingency planning also includes development of a mechanism
to identify and respond to problems that could develop and to define steps to be
taken should problems arise.
    

Financial Statements

   
AUL's  financial  statements  as of  December  31,  1998,  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.  
    

                                       39
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

   


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

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations, policyholders' surplus, and cash flows present fairly,
in all  material  respects,  the  financial  position  of  American  United Life
Insurance  Company(R)  and affiliates  (the  "Company") at December 31, 1998 and
1997,  and the results of their  operations  and their cash flows for years then
ended,  in conformity  with  generally  accepted  accounting  principles.  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 of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  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,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.

/s/ PricewaterhouseCoopers LLP


Indianapolis, Indiana
February 26, 1999

<TABLE>
<CAPTION>

Combined Balance Sheet
December 31                                                            1998     (in millions)       1997
- --------------------------------------------------------------------------------------------------------
Assets                                                                
<S>                                                                  <C>                       <C>    

Investments:
         Fixed Maturities:
                  Available for sale at fair value                  $  1,695.4                 $ 1,653.8
                  Held to maturity at amortized cost                   2,536.2                   2,902.2
         Equity securities at fair value                                  75.1                      18.6
         Mortgage loans                                                1,128.5                   1,120.4
         Real estate                                                      46.6                      52.1
         Policy loans                                                    144.4                     143.1
         Short term and other invested assets                             64.9                     102.0
         Cash and cash equivalents                                        95.7                      41.2
- --------------------------------------------------------------------------------------------------------
                  Total investments                                    5,786.8                   6,033.4
- --------------------------------------------------------------------------------------------------------
Accrued investment income                                                 73.0                      79.3
Reinsurance receivables                                                  290.6                     244.3
Deferred acquisition costs                                               451.7                     421.2
Property and equipment                                                    56.8                      55.5
Insurance premiums in course of collection                                66.7                      72.9
Other assets                                                              16.1                      17.2
Assets held in separate accounts                                       2,594.6                   1,674.0
- --------------------------------------------------------------------------------------------------------
                  Total assets                                        $9,336.3                  $8,597.8
- --------------------------------------------------------------------------------------------------------
Liabilities and policyholders' surplus
Liabilities
         Policy reserves                                              $5,339.1                  $5,642.9
         Other policyholder funds                                        203.9                     177.1
         Pending policyholder claims                                     209.2                     164.3
         Surplus notes                                                    75.0                      75.0
         Other liabilities and accrued expenses                          180.4                     199.9
         Liabilities related to separate accounts                      2,594.6                   1,674.0
- --------------------------------------------------------------------------------------------------------
                  Total liabilities                                    8,602.2                   7,933.2
- --------------------------------------------------------------------------------------------------------
Unrealized appreciation of securities,
         net of deferred income tax                                       39.5                      36.5
Policyholders' surplus                                                   694.6                     628.1
- --------------------------------------------------------------------------------------------------------
                  Total policyholders' surplus                           734.1                     664.6
- --------------------------------------------------------------------------------------------------------
                  Total liabilities and policyholders' surplus        $9,336.3                  $8,597.8
- --------------------------------------------------------------------------------------------------------

Combined Statement of Policyholders' Surplus
Policyholders' surplus at beginning of year                             $664.6                    $572.8
Net income                                                                66.5                      74.3
Change in unrealized appreciation (depreciation)
         of securities, net                                                3.0                      17.5
- --------------------------------------------------------------------------------------------------------
Policyholders' surplus at end of year                                   $734.1                    $664.6
- --------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>
Combined Statement of Operations
Year ended December 31                                                  1998     (in millions)      1997
- --------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                      <C>    
Revenues:
Insurance premiums and other considerations                             $478.5                    $413.9
Policy and contract charges                                               87.7                      69.3
Net investment income                                                    452.1                     469.5
Realized investment gains                                                 15.8                      13.7
Other income                                                               8.9                       5.9
- --------------------------------------------------------------------------------------------------------
Total revenues                                                         1,043.0                     972.3
- --------------------------------------------------------------------------------------------------------
Benefits and expenses:
Policy benefits                                                         $462.4                    $386.2
Interest expense on annuities and financial products                     231.9                     257.3
Underwriting, acquisition and insurance expenses                         157.8                     131.2
Amortization of deferred acquisition costs                                59.7                      53.2
Dividends to policyholders                                                26.4                      25.0
Interest expense on surplus notes                                          5.8                       5.8
Other operating expenses                                                  10.2                       9.5
- --------------------------------------------------------------------------------------------------------
Total benefits and expenses                                              954.2                     868.2
- --------------------------------------------------------------------------------------------------------
Income before income tax expense                                          88.8                     104.1
Income tax expense                                                        22.3                      29.8
- --------------------------------------------------------------------------------------------------------
Net income                                                             $  66.5                   $  74.3
- --------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Combined Statement of Cash Flows
Year ended December 31                                                  1998     (in millions)      1997
- --------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
- --------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                       <C>    
Net Income                                                          $     66.5                $     74.3

Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of deferred acquisition costs                                59.7                      53.2
Depreciation                                                              11.2                      10.1
Deferred taxes                                                             8.1                       7.3
Realized investment gains                                                (15.8)                    (13.7)
Policy acquisition costs capitalized                                     (94.2)                    (90.8)
Interest credited to deposit liabilities                                 225.7                     252.1
Fees charged to deposit liabilities                                      (32.7)                    (32.9)
Amortization and accrual of investment income                            (10.8)                     (8.2)
Increase in insurance liabilities                                        169.6                     140.2
Increase in noninvested assets                                           (45.5)                    (66.3)
Increase in other liabilities                                             (1.8)                     35.1
- --------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                340.0                     360.4
- --------------------------------------------------------------------------------------------------------
Cash flows from investing activities:

Purchases:

Fixed maturities, Held to Maturity                                       (18.7)                   (120.8)
Fixed maturities, Available for Sale                                    (473.8)                   (348.3)
Equity securities                                                        (63.7)                     (9.4)
Mortgage loans                                                          (183.2)                   (155.4)
Real estate                                                               (4.9)                     (1.9)
Short term and other invested assets                                      (2.7)                    (43.3)

Proceeds from sales, calls or maturities:

Fixed maturities, Held to Maturity                                       388.9                     241.2
Fixed maturities, Available for Sale                                     461.6                     335.1
Equity securities                                                          8.1                       7.2
Mortgage loans                                                           179.2                     149.7
Real estate                                                                4.0                       4.3
Short term and other invested assets                                      39.9                       1.6
- --------------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                334.7                      60.0
- --------------------------------------------------------------------------------------------------------
Cash flows from financing activities:

Deposits to insurance liabilities                                        846.6                     713.6
Withdrawals from insurance liabilities                                (1,467.0)                 (1,112.5)
Other                                                                       .2                       (.5)
- --------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                   (620.2)                   (399.4)
- --------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                 54.5                      21.0
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents beginning of year                               41.2                      20.2
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents end of year                               $     95.7                $     41.2
- --------------------------------------------------------------------------------------------------------
</TABLE>

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

<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 48  states  and  the  District  of  Columbia  and is an  authorized
reinsurer in all states. AUL offers individual life and annuity products through
its career agent  distribution  system.  AUL's qualified group retirement plans,
tax deferred annuities and other non-medical group products are marketed through
independent agents and brokers, as well as career agents who are supported by 37
regional  sales  offices  located  throughout  the  country.   Life  and  pooled
reinsurance  is marketed  directly to other  insurance  companies.  In 1998, AUL
International  began operations to develop  reinsurance  partners in Central and
South America. The combined Company financial statements include the accounts of
AUL and its affiliate,  The State Life Insurance  Company (State Life),  and its
subsidiary, Equity Sales Corporation. Significant intercompany transactions have
been excluded.

The  accompanying  financial  statements  have been prepared in accordance  with
generally  accepted  accounting  principles  (GAAP).  AUL and  State  Life  file
separate 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 GAAP  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 $31.7  million  at  December  31,  1998 and 1997.  Depreciation
expense for investment real estate amounted to $2.4 million and $2.5 million for
1998 and 1997,  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.

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 policyholders' surplus, net of deferred 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.

     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.
<PAGE>

Notes to Financial Statements

Assets Held in Separate Accounts
- --------------------------------

Separate  accounts  are  funds on which  investment  income  and gains or losses
accrue  directly to certain  policies,  primarily  variable  annuity  contracts,
equity-based  pension  and profit  sharing  plans and  variable  universal  life
policies. 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
$47.1 million and $41.6 million as of December 31, 1998 and 1997,  respectively.
The Company  provides  for  depreciation  of property  and  equipment  using the
straight-line  method over its estimated useful life.  Depreciation  expense for
1998 and 1997 was $8.8 million and $7.6 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.

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 deferred policy  acquisition costs.
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

2. Investments:
- ---------------
<TABLE>
<CAPTION>

The book value and fair value of investments in fixed maturity securities by type of
investment were as follows:
                                                                                 December 31, 1998
- --------------------------------------------------------------------------------------------------------------------
                                                                             Gross           Gross        Estimated
                                                          Amortized       Unrealized        Unrealized      Fair
                                                            Cost             Gains            Losses        Value
- --------------------------------------------------------------------------------------------------------------------
Available for sale:                                        (in millions)
<S>                                                     <C>               <C>                 <C>       <C>   

Obligations of U.S. government, states,
 ...political subdivisions and foreign governments.      $     42.7        $   5.4             $0.0      $     48.1
Corporate securities                                       1,119.7           65.5              4.3         1,180.9
 Mortgage-backed securities                                  440.7           26.0              0.3           466.4
- --------------------------------------------------------------------------------------------------------------------
                                                        $  1,603.1        $  96.9             $4.6      $  1,695.4
- --------------------------------------------------------------------------------------------------------------------
Held to maturity:
Obligations of U.S. government, states,
 ...political subdivisions and foreign governments      $    108.8        $   7.6             $0.0      $    116.4
Corporate securities.                                      1,656.4          141.0              2.9         1,794.5
Mortgage-backed securities.                                  771.0           50.3              0.3           821.0
- --------------------------------------------------------------------------------------------------------------------
                                                        $  2,536.2        $ 198.9             $3.2      $  2,731.9
- --------------------------------------------------------------------------------------------------------------------


                                                                                 December 31, 1997
- --------------------------------------------------------------------------------------------------------------------
                                                                               
                                                                             Gross           Gross        Estimated
                                                          Amortized       Unrealized        Unrealized      Fair
                                                            Cost             Gains            Losses        Value
- --------------------------------------------------------------------------------------------------------------------
Available for sale:                                        (in millions)

Available for sale:                                    
Obligations of U.S. government, states,                
 ...political subdivisions and foreign governments       $     47.8        $   4.0             $0.0      $     51.8
Corporate securities.                                      1,064.1           55.5              1.8         1,117.8
Mortgage-backed securities.                                  456.8           27.6              0.2           484.2
- --------------------------------------------------------------------------------------------------------------------
                                                        $  1,568.7        $  87.1             $2.0        $1,653.8
- --------------------------------------------------------------------------------------------------------------------
Held to maturity:
Obligations of U.S. government, states,
 ...political subdivisions and foreign governments       $    124.2        $   6.2            $0.3       $    130.1
Corporate securities.                                      1,854.4          123.4             3.6          1,974.2
Mortgage-backed securities                                   923.6           55.5             0.2            978.9
- --------------------------------------------------------------------------------------------------------------------
                                                        $  2,902.2        $ 185.1            $4.1       $  3,083.2
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Notes to  Financial  Statements 

The amortized cost and fair value of fixed  maturity  securities at December 31,
1998, 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>
<CAPTION>

                             Available for Sale        Held to Maturity               Total
                           Amortized      Fair       Amortized      Fair       Amortized     Fair
(in millions)                 Cost        Value        Cost         Value          Cost      Value
- --------------------------------------------------------------------------------------------------------------------
<S>                          <C>       <C>            <C>         <C>             <C>          <C>
Due in one year
   or less                  $  40.7    $ 40.9         $  72.9     $  73.9         $  113.6     $ 114.8

Due after one year
   through five years         392.8     404.1           753.4       790.5          1,146.2     1,194.6

Due after five years
   through ten years          363.9     383.1           577.7       639.3            941.6     1,022.4

Due after ten years           365.0     400.9           361.2       407.2            726.2       808.1
- --------------------------------------------------------------------------------------------------------------------
                            1,162.4   1,229.0         1,765.2     1,910.9          2,927.6     3,139.9
Mortgage-backed securities    440.7     466.4           771.0       821.0          1,211.7     1,287.4
- --------------------------------------------------------------------------------------------------------------------
                           $1,603.1  $1,695.4        $2,536.2    $2,731.9         $4,139.3    $4,427.3
</TABLE>


Net investment income consisted of the following:

for years ended December 31            1998     (in millions)     1997
- -------------------------------------------------------------------------
Fixed maturity securities             $341.0                       $359.4
Equity securities                        2.3                          2.5
Mortgage loans                          98.5                        100.9
Real estate                             10.7                         11.2
Policy loans                             8.8                          8.8
Other                                   10.0                          7.3
- -------------------------------------------------------------------------
Gross investment income                471.3                        490.1
Investment expenses                     19.2                         20.6
- -------------------------------------------------------------------------
Net investment income                 $452.1                       $469.5
- -------------------------------------------------------------------------


Net realized  investment  gains and (losses)  include write downs and changes in
the  reserve for losses on mortgage  loans and  foreclosed  real estate of $(.1)
million and $(1.3)  million for 1998 and 1997,  respectively.  Proceeds from the
sales,  maturities or calls of investments in fixed  maturities  during 1998 and
1997 were approximately $850.5 million and $576.3 million,  respectively.  Gross
gains of $14.9  million and $11.6  million,  and gross losses of $.6 million and
$1.3  million  were  realized  in 1998 and 1997,  respectively.  The  changes in
unrealized  appreciation  of fixed  maturities  amounted to  approximately  $7.2
million and $39.9 million in 1998 and 1997, respectively.

At December  31, 1998,  the  unrealized  appreciation  on equity  securities  of
approximately  $2.3 million is comprised of $3.8 million in unrealized gains and
$1.5  million  of  unrealized   losses  and  has  been  reflected   directly  in
policyholders'  surplus.  The change in the  unrealized  appreciation  of equity
securities  amounted  to  approximately  $.1 million and $.9 million in 1998 and
1997, respectively.

<PAGE>

The Company  maintains a  diversified  mortgage  loan  portfolio  and  exercises
internal limits on concentrations of loans by geographic area, industry, use and
individual mortgagor. At December 31, 1998, the largest geographic concentration
of  commercial  mortgage  loans was in Indiana,  California  and  Florida  where
approximately 31% of the portfolio was invested.  A total of 40% of the mortgage
loans  have  been  issued on retail  properties,  primarily  backed by long term
leases or guarantees from strong credits.

The Company has outstanding  mortgage loan  commitments at December 31, 1998, of
approximately  $100.3  million.  As of December 31, 1998,  the carrying value of
investments that produced no income for the previous twelve month period was $.2
million.
<PAGE>

Notes to Financial Statements

3. Insurance Liabilities:
- -------------------------

Insurance liabilities consisted of the following:
<TABLE>
<CAPTION>
                                                                                                         (in millions)
- -------------------------------------------------------------------------------------------------------------------------
                                              Withdrawal     Mortality or morbidity    Interest rate     December 31,
                                              assumption           assumption           assumption       1998     1997
- -------------------------------------------------------------------------------------------------------------------------
Future policy benefits:
- -------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>                      <C>               <C>       <C>    

  Participating whole life contracts           Company       Company                  2.5% to 6.0%      $ 632.7   $ 594.5
                                                experience    experience
  Universal life-type contracts                   n/a              n/a                     n/a            381.2     376.4
  Other individual life contracts              Company       Company                  2.5% to 8.0%        271.1     216.4
                                                experience    experience
  Accident and health                             n/a              n/a                     n/a             55.2      51.0
  Annuity products                                n/a              n/a                     n/a          3,803.7   4,213.6
  Group life and health                           n/a              n/a                     n/a            195.2     191.0
Other policyholder  funds                         n/a              n/a                     n/a            203.9     177.1
Pending policyholder claims                       n/a              n/a                     n/a            209.2     164.3
- -------------------------------------------------------------------------------------------------------------------------
         Total insurance liabilities                                                                   $5,752.2  $5,984.3
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


Participating  life  insurance  policies  under  generally  accepted  accounting
principles  represent  approximately  7%  and 9% of the  total  individual  life
insurance  in force at December 31, 1998 and 1997,  respectively.  Participating
policies  represented  approximately 34% and 39% of life premium income for 1998
and  1997,  respectively.  The  amount  of  dividends  to be paid is  determined
annually by the Board of Directors.

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
periodically  in an amount between the minimum ERISA required  contribution  and
the  maximum   tax-deductible   contribution.   Such  amounts  are  expensed  as
contributed.  Contributions  made to the Plan were $2.1 million in 1998 and $2.8
million in 1997.

The following  benefit  information for the employees'  defined benefit plan was
determined   by   independent   actuaries  as  of  January  1,  1998  and  1997,
respectively, the most recent actuarial valuation dates:

                                       1998     (in millions)  1997
- --------------------------------------------------------------------------------
Actuarial present value of
  accumulated benefits for the
  employees' defined benefit plan       $33.6                   $28.1
Fair value of plan assets                49.6                    39.7
- --------------------------------------------------------------------------------
Funded status                           $16.0                   $11.6
- --------------------------------------------------------------------------------
Net periodic pension cost              $  2.1                  $  2.0
- --------------------------------------------------------------------------------
 

The assumed  discount rate was 7.17% and 7.36% for 1998 and 1997,  respectively.
For both 1998 and 1997, the expected return on plan assets was 8.0% and the rate
of  compensation  increase  assumed was 6%.  Benefits  paid out of the Plan were
approximately  $3.1 million in 1998 and $2.6 million in 1997.  

The   Company   has  a   defined   contribution   plan  and  a   401(k)   salary
reduction/savings plan for employees. Quarterly contributions covering employees
who have  completed one full calendar year of service are made by the Company in
amounts based upon the Company's financial results. Company contributions to the
plan during 1998 and 1997 were $1.7 million and $1.5 million, respectively.

<PAGE>

Notes to Financial Statements

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% to
4 1/2% of defined commissions  (plus 3% to 41/2% for commissions over the Social
Security wage base) are made to the pension plan. An additional  contribution of
3% of  defined  commissions  is made to a  401(k)  plan.  Company  contributions
expensed  for  these  plans  for 1998  and  1997  were  $257,000  and  $268,000,
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).
Employees  and agents  with at least 10 years of plan  participation  may become
eligible for such  benefits if they reach  retirement  age while working for the
Company.

Accrued postretirement benefits as of December 31:    1998 (in millions)  1997
================================================================================
Accumulated postretirement benefit obligation           $9.5              $9.3
Net postretirement benefit cost                          1.2               1.0
Company contributions                                     .7                .7
- --------------------------------------------------------------------------------

There are no  specific  plan  assets for this  postretirement  liablility  as of
December 31, 1998 and 1997.  Claims incurred for benefits were funded by company
contributions.

The assumed  discount rate used in determining  the  accumulated  postretirement
benefit was 7.00% and the assumed  health care cost trend rate was 10% graded to
5% until 2004.  Compensation rates were assumed to increase 6% at each year end.
The health  coverage  for  retirees 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, 1998, by $152,000 and increase the accumulated  postretirement  benefit cost
for 1998 by $16,000.


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:

for years ended December 31                       1998 (in millions)  1997
- ------------------------------------------------------------------------------
Income tax computed at statutory tax rate        $31.0              $36.3
 Tax exempt income                                (2.0)              (1.5)
 Mutual company differential earnings amount       4.3                6.1
 Prior year differential earnings amount         (10.2)              (3.7)
 Other                                            (0.8)              (7.4)
- ------------------------------------------------------------------------------
 Federal income tax                              $22.3              $29.8
- ------------------------------------------------------------------------------

The  components of the provision for income taxes on earnings  included  current
tax  provisions of $14.2 million and $22.5 million for the years ended  December
31, 1998 and 1997,  respectively,  and  deferred tax expense of $8.1 million and
$7.3 million for the years ended December 31, 1998 and 1997, respectively.

<PAGE>

Notes to Financial Statements
Deferred income tax assets (liabilities)
- --------------------------------------------------------------------------------
as of December 31:                                      1998             1997
- --------------------------------------------------------------------------------
Deferred policy acquisition costs                     $(148.8)         $(137.0)
Investments                                             (11.1)           (12.0)
Insurance liabilities                                   158.9            154.7
Unrealized appreciation of securities                   (23.6)           (21.9)
Other                                                    (6.1)            (4.7)
- --------------------------------------------------------------------------------
   Deferred income tax assets (liabilities)          $  (30.7)        $  (20.9)
- --------------------------------------------------------------------------------

Federal  income  taxes paid were $10.6  million  and $28.6  million for 1998 and
1997, 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, 1998 and 1997, life  reinsurance  assumed was
approximately 74% and 71%, respectively, of life insurance in force.

For individual life policies, the Company cedes the portion of the total risk in
excess of $1,500,000.  For other policies,  the Company has established  various
limits  of  coverage  it will  retain  on any one  policyholder  and  cedes  the
remainder of such coverage.

Certain statistical data with respect to reinsurance follows:

for years ended December 31                             1998             1997
- --------------------------------------------------------------------------------
Direct statutory premiums                              $374.1           $369.4
Reinsurance assumed                                     329.7            253.9
Reinsurance ceded                                       150.2            132.3
- --------------------------------------------------------------------------------
         Net premiums                                   553.6            491.0
- --------------------------------------------------------------------------------
         Reinsurance recoveries                        $146.4         $  103.4

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.  Six
reinsurers  account for  approximately  66% of the Company's  December 31, 1998,
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 1998 was $5.8  million.  The
Company has available a $125 million committed credit facility.  No amounts have
been drawn as of December 31, 1998.

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.

In 1997,  AUL signed an investment  agreement with  Indianapolis  Life Insurance
Company  (Indianapolis Life) and Indianapolis Life Group of Companies (ILGroup),
a downstream holding company of Indianapolis Life, with a purpose of creating an
affiliation under a mutual holding company structure.  At December 31, 1998, AUL
has  invested  $49.5  million in ILGroup in exchange for a 33.2%  ownership.  In
1998,  AUL signed an  affiliation  agreement  with Pioneer Mutual Life Insurance
Company,  who joined with AUL,  Indianapolis  Life and State Life  contemplating
future integration of the companies in a mutual holding company structure.

<PAGE>

 Notes to Financial  Statements

9.  Statutory  Information: 
- ----------------------------

AUL and 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:
- --------------------------------------------------------------------------------
for years ended December 31                           1998 (in millions)  1997
- --------------------------------------------------------------------------------
  SAP surplus                                       $496.5               $464.2
  Deferred policy acquisition costs                  481.8                447.4
  Adjustments to policy reserves                    (306.0)              (303.1)
  Asset valuation and interest maintenance reserves   88.9                 86.1
  Unrealized gain on invested assets, net             39.5                 36.5
  Surplus notes                                      (75.0)               (75.0)
  Deferred income taxes                               (6.7)                 1.0
  Other, net                                          15.1                  7.5
- --------------------------------------------------------------------------------
  GAAP surplus                                      $734.1               $664.6
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
for years ended December 31                           1998 (in millions)  1997
- --------------------------------------------------------------------------------
  SAP income                                         $33.5                $41.8
  Deferred policy acquisition costs                   34.5                 37.6
  Adjustments to policy reserves                      (3.7)                (9.2)
  Deferred income taxes                               (8.1)                (7.3)
  Other, net                                          10.3                 11.4
- --------------------------------------------------------------------------------
  GAAP net income                                    $66.5                $74.3
- --------------------------------------------------------------------------------
                                               

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 $4.9 million at December 31, 1998.

10. Fair Value of Financial Instruments:
- ----------------------------------------

The disclosure of fair value information about certain financial  instruments is
based  primarily  on  quoted  market  prices.  The  fair  values  of  short-term
investments and policy loans  approximate the carrying  amounts  reported in the
balance  sheets.  Fair  values for fixed  maturity  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 and 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, 1998 and 1997 follow.


                                     1998    (in millions)  1997
- --------------------------------------------------------------------------------
                              Carrying     Fair     Carrying      Fair
                              Amounts      Value    Amounts       Value
- --------------------------------------------------------------------------------
Fixed maturity securities:

   Available for sale        $1,695.4   $1,695.4  $1,653.8     $1,653.8
   Held to Maturity           2,536.2    2,731.9   2,902.2      3,083.2
Equity securities                75.1       75.1      18.6         18.6
Mortgage loans                1,128.5    1,202.1   1,120.4      1,201.0
Policy loans                    144.4      144.4     143.1        143.1
Surplus notes                    75.0       80.5      75.0         79.5
- --------------------------------------------------------------------------------

    
<PAGE>

================================================================================
          No  dealer,  salesman  or any other  person is  authorized  by the AUL
          American  Individual  Variable  Life Unit  Trust or by AUL to give any
          information or to make any  representation  other than as contained in
          this Prospectus in connection with the offering described herein.

          AUL  has  filed a  Registration  Statement  with  the  Securities  and
          Exchange   Commission,   Washington,   D.C.  For  further  information
          regarding the AUL American  Individual  Variable Life Unit Trust,  AUL
          and its variable products, please reference the Registration statement
          and the exhibits filed with it or incorporated  into it. All contracts
          referred to in this prospectus are also included in that filing.
================================================================================



                    FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE


                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46282


                                   PROSPECTUS

                               Dated: May 1, 1999

================================================================================
                                       51
<PAGE>


                                     PART II

Undertaking to File Reports

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

Rule 484 Undertaking

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

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

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

Section 26(e)(2) Representation

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


Rule 6e-3(T) Representation

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

<PAGE>

Contents of Registration Statement

     This  Post-Effective  Amendment to the  Registration  Statement on Form S-6
comprises the following papers and documents:

                  The facing sheet.
                  Reconciliation and tie.
                  The Prospectus (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(2)

                  (4)      Inapplicable

                  (5)      (a) Form of  Modified  Single  Premium  Variable Life
                               Insurance Policy(1)

                           (b) Form of Last Survivor Rider(1)

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

                           (d) Form of Guaranteed Insurance Option(1)

                                       2
<PAGE>

                           (e) Form of Children's Benefit Rider(1)

                           (f) Form of Other Insured/Same Insured Rider(1)

                           (g) Form of Waiver of Premium Disability(1)

                           (h) Form of Automatic Increase Rider(1)

                           (i) Form of Guaranteed Minimum Death Benefit Rider(1)

                           (j) Form of Accelerated Death Benefit Rider(1)

                           (k) Form of Joint  First-to-Die  Level Term Insurance
                               Rider(1)

                  (6)      (a) Certification of Articles of Merger between
                               American Central Life Insurance Company
                               and United Mutual Life Insurance Company (2)

                           (b) Articles of Merger between
                               American Central Life Insurance Company
                               and United Mutual Life Insurance Company (2)

                           (b) By-laws  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 (2)

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

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

                  (9)      Inapplicable

                  (10)     Form  of   Application   for   Flexible   Premium
                           Adjustable Variable Life Insurance Policy(3)

                                       3
<PAGE>

         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(4)

         7.       Consent of Dechert Price & Rhoads(1)

         8.       Opinion of Actuary(1)

         9.       Memorandum  Describing  Issuance,   Transfer,  and  Redemption
                  Procedures(1)

         10.      Powers of Attorney(2)
- ---------------

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

(2)       Filed  with the  Registrant's  Post-Effective  Amendment  No. 1 to the
          Registration  Statement on Form S-6 (File No.  333-32531) on April 30,
          1998.

(3)       Incorporated herein by reference to the Post Effective Amendment No. 2
          to the Registration Statement for the Modified Single Premium Variable
          Life  Insurance  Policy  also  funded  by  the  Registrant  (File  No.
          333-32553)  filed with the Securities and Exchange  Commission on  May
          1, 1999.

(4)       Filed  with  the  Registrant's  Post-effective  Amendment  No. 3 (File
          333-32531) on April 30, 1999.
<PAGE>

                                   SIGNATURES

   
     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements  for  effectiveness of this Post
Effective Amendment to the Registration  Statement pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Post-Effective  Amendment to
the  Registration  Statement  (Form  S-6)  to be  signed  on its  behalf  by the
undersigned,  thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Indianapolis, and the State of Indiana, on the 30th
day of April, 1999.


                               AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                                            (Registrant)

                               By:  American United Life Insurance Company

                               By:  __________________________________________
                                    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

Date:  April 30, 1999

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                           Title                     Date
- ---------                           -----                     ----


_______________________________     Director                   April 30, 1999
Steven C. Beering M.D.*



_______________________________     Director                   April 30, 1999
Arthur L. Bryant*



_______________________________     Director                   April 30, 1999
James M. Cornelius*



_______________________________     Director                   April 30, 1999
James E. Dora*


 
_______________________________     Director                   April 30, 1999
Otto N. Frenzel III*



_______________________________     Director                   April 30, 1999
David W. Goodrich*



_______________________________     Director                   April 30, 1999
William P. Johnson*


_______________________________     Director                   April 30, 1999
James T. Morris*

<PAGE>
Signature                           Title                     Date
- ---------                           -----                     ----



______________________________      Principal Financial        April 30, 1999
James W. Murphy*                    and Accounting Officer



______________________________      Director                   April 30, 1999
R. Stephen Radcliffe*



______________________________      Director                   April 30, 1999
Thomas E. Reilly Jr*



______________________________      Director                   April 30, 1999
William R. Riggs*




______________________________      Director                   April 30, 1999
John C. Scully*




______________________________      Director                   April 30, 1999
Yvonne H. Shaheen*



______________________________      Director                   April 30, 1999
Frank D. Walker*





        /s/ Richard A. Wacker
___________________________________________
*By: Richard A. Wacker as Attorney-in-fact

Date:  April 30, 1999
    

<PAGE>



                               EXHIBITS FILED WITH
                                    FORM S-6



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




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

<TABLE>

<S>                                                 <C>

Exhibit               Exhibit 
 Number in Form       Numbering
 N-4, Item 24(b)        Value                  Name of Exhibit
- ----------------      ---------                ---------------


   
   6                  EX-99.6                  Consent of Independent Accountants
    

</TABLE>

- --------------------------------------------------------------------------------
                                  EXHIBIT 6
                       CONSENT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

                       Consent of Independent Accountants



We consent to the inclusion in this prospectus for the "AUL Individual  Variable
Life Unit Trust," the Flexible Premium Adjustable Variable Life Insurance Policy
of our report dated  February 26, 1999, on our audits of the combined  financial
statements of American  United Life  Insurance  Company.  We also consent to the
reference to our firm under the caption "Independent Accountants."



/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

April 30, 1999




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