JACKSON NATIONAL SEPARATE ACCOUNT III
497, 1999-01-07
Previous: JNLNY SEPARATE ACCOUNT I, 497, 1999-01-07
Next: VANDERBILT MORT & FIN INC MAN HS CT SR SB PS TH CT SR 1997C, 15-15D, 1999-01-07




THE PERSPECTIVE ADVISORS
FIXED AND VARIABLE ANNUITY

Issued by Jackson National Life Insurance  Company and Jackson National Separate
Account III

o    Individual, flexible premium deferred annuity
o    2 guaranteed  accounts  which offer an interest  rate that is guaranteed by
     Jackson National Life Insurance Company (Jackson National)
o    22 investment  portfolios  which purchase shares of the following series of
     the JNL Series Trust:

         JNL/Alliance Growth Series
         JNL/J.P. Morgan International & Emerging Markets Series
         JNL/Janus Aggressive Growth Series
         JNL/Janus Global Equities Series
         JNL/PIMCO Total Return Bond Series
         JNL/Putnam Growth Series
         JNL/Putnam Value Equity Series
         JNL/S&P Conservative Growth Series II
         JNL/S&P Moderate Growth Series II
         JNL/S&P Aggressive Growth Series II
         JNL/S&P Very Aggressive Growth Series II
         JNL/S&P Equity Growth Series II
         JNL/S&P Equity Aggressive Growth Series II
         Goldman Sachs/JNL Growth & Income Series
         Lazard/JNL Small Cap Value Series
         Lazard/JNL Mid Cap Value Series
         PPM America/JNL Money Market Series
         Salomon Brothers/JNL Balanced Series
         Salomon Brothers/JNL Global Bond Series
         Salomon Brothers/JNL High Yield Bond Series
         T. Rowe Price/JNL International Equity Investment Series
         T. Rowe Price/JNL Mid-Cap Growth Series

Please read this prospectus before you purchase a Perspective Advisors Fixed and
Variable Annuity. It contains important  information about the contract that you
ought to know  before  investing.  You should keep this  prospectus  on file for
future reference.

To learn  more  about  the  Perspective  Advisors  Fixed  and  Variable  Annuity
contract,  you can obtain a free copy of the Statement of Additional Information
(SAI) dated January 4, 1999, by calling Jackson National at (800) 766-4683 or by
writing Jackson  National at: Annuity Service Center,  P.O. Box 378002,  Denver,
Colorado  80237-8002.  The SAI has been filed with the  Securities  and Exchange
Commission (SEC) and is legally a part of this prospectus. The Table of Contents
of the SAI appears at the end of this  prospectus.  The SEC  maintains a website
(http://www.sec.gov)  that contains the SAI, material  incorporated by reference
and other information  regarding  registrants that file  electronically with the
SEC.

The SEC has not  approved or  disapproved  the  Perspective  Advisors  Fixed and
Variable  Annuity  or  passed  upon the  adequacy  of this  prospectus.  It is a
criminal offense to represent otherwise.

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

JANUARY 4, 1999


<PAGE>


TABLE OF CONTENTS


Key Facts

Fee Table

The Annuity Contract

The Company

The Guaranteed Accounts

The Separate Account

Investment Portfolios

Contract Charges

Purchases

Transfers

Access to Your Money

Income Payments (The Income Phase)

Death Benefit

Taxes

Other Information

Table of Contents of the Statement of Additional Information

Appendix A


<PAGE>


KEY FACTS

Annuity Service Center:       1 (800) 766-4683
         Mail Address:        P.O. Box 378002, Denver, Colorado  80237-8002
         Delivery Address:    8055 East Tufts Avenue, Second Floor, 
                              Denver, Colorado  80237

Institutional Marketing
Group Service Center:         1 (800) 777-7779
         Mail Address:        P.O. Box 30386, Lansing, Michigan  48909-9692
         Delivery Address:    5901 Executive Drive, Lansing, Michigan  48911  
                              Attn:  IMG

Home Office:                  5901 Executive Drive, Lansing, Michigan  48911

The Annuity  Contract         The fixed and variable annuity contract offered by
                              Jackson National provides a means for investing on
                              a tax-deferred basis in the guaranteed accounts of
                              Jackson  National and the  investment  portfolios.
                              The contract is intended for retirement savings or
                              other long-term  investment  purposes and provides
                              for a death benefit and income options.

                              The  contract  has two  phases:  the  accumulation
                              phase   and   the   income   phase.   During   the
                              accumulation  phase,   earnings  accumulate  on  a
                              tax-deferred  basis and are  taxed as income  when
                              you make a  withdrawal.  The income  phase  occurs
                              when you begin  receiving  regular  payments  from
                              your contract.  The amount of money you accumulate
                              in your  contract  during the  accumulation  phase
                              will  determine  the  amount  of  income  payments
                              during the income phase.

Investment Options            You  can  put  money  into  any of the  guaranteed
                              accounts and/or the investment  portfolios but you
                              may not put your  money in more than  eighteen  of
                              the  investment  options  during  the life of your
                              contract.

                              The  guaranteed  accounts  offer an interest  rate
                              that is guaranteed by Jackson National. While your
                              money is in a  guaranteed  account,  the  interest
                              your money earns and your principal are guaranteed
                              by Jackson National.

                              The  investment   portfolios  purchase  shares  of
                              series  of  a  mutual   fund.   These  series  are
                              described   in  the   attached  JNL  Series  Trust
                              prospectus. The value of the investment portfolios
                              will  vary  in  accordance   with  the  investment
                              performance of the series. You bear the investment
                              risk under the contract for all amounts  allocated
                              to the investment portfolios.

Expenses                      The contract has insurance features and investment
                              features, and there are costs related to each.

                              Jackson   National   makes  a  deduction  for  its
                              insurance  charges  which is equal to 1.50% of the
                              daily  value  of  the  contracts  invested  in the
                              investment  portfolios.  During  the  accumulation
                              phase,  Jackson  National  deducts  a  $50  annual
                              contract maintenance charge from your contract.

                              Jackson  National  may assess a state  premium tax
                              charge which ranges from 0-4%,  depending upon the
                              state,  when you begin  receiving  regular  income
                              payments  from  your  contract,  when  you  make a
                              withdrawal  or, in states where  required,  at the
                              time premium payments are made.

                              There are also investment charges which range from
                              .20% to 1.18% of the  average  daily  value of the
                              series, depending on the series.

Purchases                     Under most  circumstances,  you can buy a contract
                              for  $25,000  or more.  You can add $5,000 or more
                              ($2,000 or more for a qualified  plan contract) at
                              any time during the accumulation phase.

Access to Your Money          You can take money out of your contract during the
                              accumulation phase. You may have to pay income tax
                              and a tax penalty on any money you take out.

Income Payments               If you want to receive  regular  income  from your
                              annuity, you can choose one of four options:

                              (1) monthly payments for the annuitant's life;
                              (2) monthly  payments for the annuitant's life and
                              the   life  of   another   person   (usually   the
                              annuitant's  spouse); 
                              (3) monthly payments for the annuitant's life, but
                              with payments continuing to you or your designated
                              beneficiary  for 10 or 20 years  if the  annuitant
                              dies before the end of the  selected  period;  and
                              (4) payments for a period of 5 to 30 years.

                              During  the  income  phase,   you  have  the  same
                              investment choices you had during the accumulation
                              phase.  You can choose to have  payments come from
                              the guaranteed accounts, the investment portfolios
                              or both.  If you  choose  to have any part of your
                              payments come from the investment portfolios,  the
                              dollar  amount of your payments may go up or down.
                              If you choose a variable  income  option,  you may
                              make transfers between  investment  portfolios but
                              you may  not  make  transfers  in to or out of the
                              guaranteed accounts.

Death Benefit                 If you die before moving to the income phase,  the
                              person you have  chosen as your  beneficiary  will
                              receive a death benefit.

Free Look                     You can cancel the  contract  within  twenty  days
                              after receiving it (or whatever period is required
                              in your state). Under most circumstances,  Jackson
                              National  will return the amount your  contract is
                              worth on the day we receive your request. This may
                              be more or less than  your  original  payment.  If
                              required by law, Jackson National will return your
                              premium.

Taxes                         The Internal  Revenue Code  provides that you will
                              not be taxed on the  earnings on the money held in
                              your  contract  until you take  money out (this is
                              referred to as tax-deferral).  There are different
                              rules as to how you will be taxed depending on how
                              you take the  money  out and the type of  contract
                              you have (non-qualified or qualified).


<PAGE>


FEE TABLE

Owner Transaction Expenses

         Withdrawal Charge:
         None

         Transfer Fee:
         No charge for first 15 transfers in a contract  year;  thereafter,  the
fee is $25 per transfer.

         Contract Maintenance Charge:
         $50 per contract per year

Separate Account Annual Expenses (as a percentage of average account value)
         Mortality and Expense Risk Charges                      1.35%
         Administration Charge                                    .15%   
         Total Separate Account Annual Expenses                  1.50%

Series Annual Expenses
(as a percentage of series average net assets)

<TABLE>
<CAPTION>

                                                                   
                                                                     Management                   Total
JNL Series Trust                                                        and                       Series
                                                                   Administrative  Other          Annual
                                                                        Fee         Expenses     Expenses
- ---------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>      <C>  
JNL/Alliance Growth Series                                             .875%            0%       .875%
JNL/J.P. Morgan International & Emerging Markets Series               1.075%            0%      1.075%
JNL/Janus Aggressive Growth Series                                    1.05%             0%      1.05%
JNL/Janus Global Equities Series                                      1.10%             0%      1.10%
JNL/PIMCO Total Return Bond Series                                     .80%             0%       .80%
JNL/Putnam Growth Series                                              1.00%             0%      1.00%
JNL/Putnam Value Equity Series                                        1.00%             0%      1.00%
JNL/S&P Conservative Growth Series II                                  .20%             0%       .20%
JNL/S&P Moderate Growth Series II                                      .20%             0%       .20%
JNL/S&P Aggressive Growth Series II                                    .20%             0%       .20%
JNL/S&P Very Aggressive Growth Series II                               .20%             0%       .20%
JNL/S&P Equity Growth Series II                                        .20%             0%       .20%
JNL/S&P Equity Aggressive Growth Series II                             .20%             0%       .20%
Goldman Sachs/JNL Growth & Income Series                              1.025%            0%      1.025%
Lazard/JNL Small Cap Value Series                                     1.15%             0%      1.15%
Lazard/JNL Mid Cap Value Series                                       1.075%            0%      1.075%
PPM America/JNL Money Market Series                                    .70%             0%       .70%
Salomon Brothers/JNL Balanced Series                                   .90%             0%       .90%
Salomon Brothers/JNL Global Bond Series                                .95%             0%       .95%
Salomon Brothers/JNL High Yield Bond Series                            .90%             0%       .90%
T. Rowe Price/JNL International Equity Investment Series              1.18%             0%      1.18%
T. Rowe Price/JNL Mid-Cap Growth Series                               1.05%             0%      1.05%
- --------------------------------------------------------------------------------------------------------
</TABLE>

Effective  January  4,  1999,  certain  Series pay  Jackson  National  Financial
Services,  LLC, the adviser,  an Administrative Fee of .10% for certain services
provided to the Trust by Jackson National  Financial  Services,  LLC. The Annual
Series Operating Expenses have been restated to reflect the Administrative Fee.

Examples. You would pay the following expenses on a $1,000 investment,  assuming
a 5% annual return on assets.
<TABLE>
<CAPTION>

                                                                                  Time Periods
- --------------------------------------------------------------------------------------------------
                                                                                   1        3
                                                                                  year    years
- --------------------------------------------------------------------------------------------------

<S>                                                                                 <C>     <C>
JNL/Alliance Growth Portfolio                                                       $24     $75
JNL/J.P. Morgan International & Emerging Markets Portfolio                           26      81
JNL/Janus Aggressive Growth Portfolio                                                26      80
JNL/Janus Global Equities Portfolio                                                  27      81
JNL/PIMCO Total Return Bond Portfolio                                                24      72
JNL/Putnam Growth Portfolio                                                          26      78
JNL/Putnam Value Equity Portfolio                                                    26      78
JNL/S&P Conservative Growth Portfolio II                                             17      54
JNL/S&P Moderate Growth Portfolio II                                                 17      54
JNL/S&P Aggressive Growth Portfolio II                                               17      54
JNL/S&P Very Aggressive Growth Portfolio II                                          17      54
JNL/S&P Equity Growth Portfolio II                                                   17      54
JNL/S&P Equity Aggressive Growth Portfolio II                                        17      54
Goldman Sachs/JNL Growth & Income Portfolio                                          26      79
Lazard/JNL Small Cap Value Portfolio                                                 27      83
Lazard/JNL Mid Cap Value Portfolio                                                   26      81
PPM America/JNL Money Market Portfolio                                               23      69
Salomon Brothers/JNL Balanced Portfolio                                              25      75
Salomon Brothers/JNL Global Bond Portfolio                                           25      77
Salomon Brothers/JNL High Yield Bond Portfolio                                       25      75
T. Rowe Price/JNL International Equity Investment Portfolio                          27      84
T. Rowe Price/JNL Mid-Cap Growth Portfolio                                           26      80

- --------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table and Examples. The purpose of the Fee Table and Examples
is to assist you in  understanding  the various costs and expenses that you will
bear directly or indirectly. The Fee Table reflects the expenses of the separate
account and the series. Premium taxes may also apply.

The Examples  reflect the contract  maintenance  charge which is  determined  by
dividing the total amount of such  charges  expected to be collected  during the
year by the total estimated average net assets of the investment portfolios.

The Example does not represent past or future expenses. The actual expenses that
you incur may be greater or less than those shown.

Financial  Statements.  An  accumulation  unit  value  history is  contained  in
Appendix A.

You can find the following financial statements in the SAI:

o    the financial  statements of the Separate Account for the period from April
     1, 1998 (commencement of operations) to June 30, 1998
o    the financial  statements of Jackson  National for the year ended  December
     31, 1997 
o    the financial  statements of Jackson  National for the year ended  December
     31, 1996
o    the financial  statements of Jackson  National for the year ended  December
     31, 1995

The financial  statements of Jackson  National for the years ended  December 31,
1997,   December  31,  1996;  and  December  31,  1995,  have  been  audited  by
PricewaterhouseCoopers LLP, independent accountants.


<PAGE>


THE ANNUITY CONTRACT

The fixed and  variable  annuity  contract  offered  by  Jackson  National  is a
contract between you, the owner, and Jackson National, an insurance company. The
contract  provides a means for investing on a  tax-deferred  basis in guaranteed
accounts and  investment  portfolios.  The  contract is intended for  retirement
savings or other long-term  investment purposes and provides for a death benefit
and guaranteed income options.

The  contract,  like all deferred  annuity  contracts,  has two phases:  (1) the
accumulation  phase, and (2) the income phase.  During the  accumulation  phase,
earnings  accumulate  on a  tax-deferred  basis and are taxed as income when you
make a withdrawal.

The contract  offers  guaranteed  accounts.  The  guaranteed  accounts  offer an
interest  rate that is  guaranteed  by Jackson  National for the duration of the
guaranteed  account  period.  While your money is in a guaranteed  account,  the
interest your money earns and your principal are guaranteed by Jackson National.
The value of a guaranteed  account may be reduced if you make a withdrawal prior
to the end of the  guaranteed  account  period,  but will never be less than the
premium payments  accumulated at 3% per year. If you choose to have your annuity
payments  come from the  guaranteed  accounts,  your  payments will remain level
throughout the entire income phase.

The contract also offers investment  portfolios.  The investment  portfolios are
designed to offer a higher return than the guaranteed accounts. However, this is
not  guaranteed.  It is possible for you to lose your money. If you put money in
the  investment  portfolios,  the amount of money you are able to  accumulate in
your contract during the accumulation  phase depends upon the performance of the
investment  portfolios you select. The amount of the income payments you receive
during the income phase also will depend,  in part,  on the  performance  of the
investment portfolios you choose for the income phase.

As the owner,  you can exercise all the rights under the contract.  You and your
spouse can be joint owners.  You can assign the contract at any time during your
lifetime but Jackson  National will not be bound until we receive written notice
of the assignment.

THE COMPANY

Jackson National is a stock life insurance  company  organized under the laws of
the state of Michigan in June 1961.  Its legal  domicile and principal  business
address is 5901 Executive Drive,  Lansing,  Michigan 48911.  Jackson National is
admitted  to conduct  life  insurance  and annuity  business in the  District of
Columbia  and all states  except New York.  Jackson  National  is  ultimately  a
wholly-owned subsidiary of Prudential Corporation plc (London, England),

THE GUARANTEED ACCOUNTS

If you select a  guaranteed  account,  your money  will be placed  with  Jackson
National's other assets. The guaranteed accounts are not registered with the SEC
and the SEC  does not  review  the  information  we  provide  to you  about  the
guaranteed  accounts.  Your contract contains a more complete description of the
guaranteed accounts.

THE SEPARATE ACCOUNT

The Jackson National Separate Account III was established by Jackson National on
October 23, 1997,  pursuant to the  provisions  of Michigan law, as a segregated
asset account of the company.  The separate  account  meets the  definition of a
"separate  account" under the federal securities laws and is registered with the
SEC as a unit  investment  trust under the  Investment  Company Act of 1940,  as
amended.

The assets of the separate  account  legally belong to Jackson  National and the
obligations  under the contracts are obligations of Jackson  National.  However,
the contract assets in the separate  account are not chargeable with liabilities
arising out of any other  business  Jackson  National  may  conduct.  All of the
income,  gains and losses resulting from these assets are credited to or charged
against the contracts and not against any other contracts  Jackson  National may
issue.

The separate  account is divided into investment  portfolios.  Jackson  National
does not guarantee the  investment  performance  of the separate  account or the
investment portfolios.

INVESTMENT PORTFOLIOS

You can put money in any or all of the investment  portfolios;  however, you may
not allocate your money to more than eighteen investment options during the life
of your contract.  The investment  portfolios  purchase  shares of the following
series of the JNL Series Trust:

       JNL/Alliance Growth Series
       JNL/J.P. Morgan International & Emerging Markets Series
       JNL/Janus Aggressive Growth Series
       JNL/Janus Global Equities Series
       JNL/PIMCO Total Return Bond Series
       JNL/Putnam Growth Series
       JNL/Putnam Value Equity Series
       JNL/S&P Conservative Growth Series II
       JNL/S&P Moderate Growth Series II
       JNL/S&P Aggressive Growth Series II
       JNL/S&P Very Aggressive Growth Series II
       JNL/S&P Equity Growth Series II
       JNL/S&P Equity Aggressive Growth Series II
       Goldman Sachs/JNL Growth & Income Series
       Lazard/JNL Small Cap Value Series
       Lazard/JNL Mid Cap Value Series
       PPM America/JNL Money Market Series
       Salomon Brothers/JNL Balanced Series
       Salomon Brothers/JNL Global Bond Series
       Salomon Brothers/JNL High Yield Bond Series
       T. Rowe Price/JNL International Equity Investment Series
       T. Rowe Price/JNL Mid-Cap Growth Series

The series are  described in the attached JNL Series Trust  prospectus.  Jackson
National  Financial  Services,  LLC serves as investment  adviser for all of the
series. The sub-adviser for each series is listed in the following table:

<TABLE>
<CAPTION>

Sub-Adviser                                             Series
- -----------                                             ------

<S>                                                         <C>
Alliance Capital Management L.P.                        JNL/Alliance Growth Series

J.P. Morgan Investment Management Inc.                  JNL/J.P. Morgan International & Emerging Markets Series

Janus Capital Corporation                               JNL/Janus Aggressive Growth Series
                                                        JNL/Janus Global Equities Series

Pacific Investment Management Company                   JNL/PIMCO Total Return Bond Series

Putnam Investment Management, Inc.                      JNL/Putnam Growth Series
                                                        JNL/Putnam Value Equity Series

Standard &   Poor's    Investment
Advisory Services,  Inc.                                JNL/S&P Conservative Growth Series II     
                                                        JNL/S&P Moderate Growth Series II         
                                                        JNL/S&P Aggressive Growth Series II       
                                                        JNL/S&P Very Aggressive Growth Series II  
                                                        JNL/S&P Equity Growth Series II           
                                                        JNL/S&P Equity Aggressive Growth Series II

Goldman Sachs Asset Management                          Goldman Sachs/JNL Growth & Income Series

Lazard Asset Management                                 Lazard/JNL Small Cap Value Series
                                                        Lazard/JNL Mid Cap Value Series

PPM America, Inc.                                       PPM America/JNL Money Market Series

Salomon Brothers Asset Management Inc                   Salomon Brothers/JNL Balanced Series
                                                        Salomon Brothers/JNL Global Bond Series
                                                        Salomon Brothers/JNL High Yield Bond Series

Rowe Price-Fleming International, Inc.                  T. Rowe Price/JNL International Equity Investment Series

T. Rowe Price Associates, Inc.                          T. Rowe Price/JNL Mid-Cap Growth Series
</TABLE>


Depending  on  market  conditions,  you can  make or  lose  money  in any of the
investment portfolios. You should read the JNL Series Trust prospectus carefully
before  investing.  Additional  investment  portfolios  may be  available in the
future.

Voting Rights.  To the extent required by law, Jackson National will obtain from
you and other owners of the  contracts  instructions  as to how to vote when the
series solicits proxies in conjunction with a vote of shareholders. When Jackson
National  receives  instructions,  we will vote all the shares Jackson  National
owns in proportion to those instructions.

Substitution.  Jackson  National  may be required to  substitute  an  investment
portfolio with another portfolio. We will not do this without the prior approval
of the SEC. Jackson National will give you notice of our intent to do this.

CONTRACT CHARGES

There are charges and other expenses  associated  with the contracts that reduce
the return on your  investment  in the  contract.  These charges may be a lesser
amount  where  required  by state  law or as  described  below,  but will not be
increased. These charges and expenses are:

Insurance Charges. Each day Jackson National makes a deduction for its insurance
charges.  We do this as part of our calculation of the value of the accumulation
units and annuity  units.  On an annual  basis,  this charge equals 1.50% of the
daily value of the contracts invested in an investment portfolio, after expenses
have been deducted.

This  charge  is for the  mortality  risks,  expense  risks  and  administrative
expenses assumed by Jackson National.  The mortality risks that Jackson National
assumes arise from our obligations under the contracts:

o    to make income  payments  for the life of the  annuitant  during the income
     phase;
o    to waive the withdrawal charge in the event of your death; and 
o    to provide  both a standard  and an  enhanced  death  benefit  prior to the
     income date.

The expense risk that Jackson  National assumes is the risk that our actual cost
of  administering  the contracts and the investment  portfolios  will exceed the
amount  that  we  receive  from  the  administration  charge  and  the  contract
maintenance charge.

Contract  Maintenance Charge.  During the accumulation  phase,  Jackson National
deducts a $50 annual contract maintenance charge on each anniversary of the date
on which your contract was issued.  If you make a complete  withdrawal from your
contract, the contract maintenance charge will also be deducted.  This charge is
for administrative expenses.

Jackson  National  will not deduct this charge,  if when the  deduction is to be
made,  the value of your  contract  is $50,000  or more.  Jackson  National  may
discontinue this practice at any time.

Transfer Fee. A transfer fee of $25 will apply to transfers in excess of 15 in a
contract year.  Jackson  National may waive the transfer fee in connection  with
pre-authorized  automatic  transfer  programs,  or may charge a lesser fee where
required by state law.

Other  Expenses.  Jackson  National pays the operating  expenses of the Separate
Account.

There are  deductions  from and  expenses  paid out of the assets of the series.
These expenses are described in the attached JNL Series Trust prospectus.

Premium Taxes. Some states and other governmental  entities charge premium taxes
or other similar taxes. Jackson National is responsible for the payment of these
taxes and may make a deduction from the value of the contract for them.  Premium
taxes generally range from 0% to 4% depending on the state.

Income Taxes.  Jackson  National will make a deduction from the contract for any
income  taxes which it incurs  because of the  contract.  Currently,  we are not
making any such deduction.

Distribution of Contracts. Jackson National Life Distributors,  Inc., located at
10877 Wilshire Boulevard,  Suite 1550, Los Angeles,  California 90024, serves as
the distributor of the contracts. Jackson National Life Distributors,  Inc. is a
wholly-owned subsidiary of Jackson National.

Commissions  will  be paid to  broker-dealers  who  sell  the  contracts.  While
commissions  may vary, they are not expected to exceed 3% of the contract value.
Under certain circumstances,  Jackson National may pay bonuses,  overrides,  and
marketing allowances, in addition to the standard commissions.  Jackson National
may under certain  circumstances  where permitted by applicable law, pay a bonus
to a contract  purchaser to the extent the broker-dealer  waives its commission.
Jackson  National  may use any of its  corporate  assets  to  cover  the cost of
distribution, including any profit from the contract insurance charges.

PURCHASES

Minimum Initial Premium:

o    $25,000 under most circumstances

The maximum we accept without our prior approval is $1 million.

Minimum Additional Premiums:

o    $5,000 for a non-qualified plan contract
o    $2,000 for a qualified plan contract
o    $50 under the automatic payment plan

You can pay additional premiums at any time during the accumulation phase.

The  minimum  that  you may  allocate  to a  guaranteed  account  or  investment
portfolio  is  $100.  There  is a $100  minimum  balance  requirement  for  each
guaranteed account and investment portfolio.

When you purchase a contract, Jackson National will allocate your premium to one
or more of the guaranteed  accounts  and/or the  investment  portfolios you have
selected. Your allocations must be in whole percentages ranging from 0% to 100%.
Jackson  National will allocate  additional  premiums in the same way unless you
tell us otherwise.

There may be more than eighteen investment options available under the contract;
however,  you may not  allocate  your  money to more  than  eighteen  investment
options during the life of your contract.

Jackson National will issue your contract and allocate your first premium within
2 business days after we receive your complete application and first premium. If
your  application  is not  complete,  we will  contact you to get the  necessary
information.  If for some reason  Jackson  National  is unable to complete  this
process  within 5 business  days,  we will either  return your money or get your
permission to keep it until we receive all of the necessary information.

The  Jackson  National  business  day closes  when the New York  Stock  Exchange
closes, usually 4:00 p.m. Eastern time.

Accumulation  Units.  The contract value allocated to the investment  portfolios
will go up or down depending on the performance of the  portfolios.  In order to
keep  track  of the  value of your  contract,  Jackson  National  uses a unit of
measure called an accumulation unit. (An accumulation unit is similar to a share
of a mutual fund.)
During the income phase it is called an annuity unit.

Every business day Jackson National determines the value of an accumulation unit
for each of the investment portfolios. This is done by:

     1.   determining  the total  amount  of money  invested  in the  particular
          investment portfolio;

     2.   subtracting  any  insurance  charges  and any other  charges,  such as
          taxes;

     3.   dividing this amount by the number of outstanding accumulation units.

The value of an accumulation unit may go up or down from day to day.

When you make a premium  payment,  Jackson  National  credits your contract with
accumulation  units. The number of accumulation  units credited is determined at
the close of  Jackson  National's  business  day by  dividing  the amount of the
premium  allocated to any investment  portfolio by the value of the accumulation
unit for that investment portfolio.

TRANSFERS

You can transfer money between  guaranteed  accounts and  investment  portfolios
during the accumulation  phase.  During the income phase, you can transfer money
between investment portfolios.

You can make 15  transfers  every year  during the  accumulation  phase  without
charge. The minimum amount that you can transfer is $100 (unless the transfer is
made under a pre-authorized  automatic transfer program). If the remaining value
in a guaranteed account or investment  portfolio would be less than $100 after a
transfer, you must transfer the entire value or you may not make the transfer.

Telephone Transactions. You may make transfers by telephone, unless you elect on
your application not to have this privilege.  When  authorizing a transfer,  you
must complete your  telephone call by the close of Jackson  National's  business
day (usually 4:00 p.m. Eastern time) in order to receive that day's accumulation
unit value for an investment portfolio.

Jackson  National  has  procedures  which are  designed  to  provide  reasonable
assurance  that telephone  authorizations  are genuine.  Our procedures  include
requesting identifying information and tape recording telephone  communications.
Jackson National and its affiliates  disclaim all liability for any claim,  loss
or expense  resulting  from any alleged  error or mistake in  connection  with a
telephone transfer which was not properly authorized by you. However, if Jackson
National  fails to employ  reasonable  procedures  to ensure that all  telephone
transfers  are  properly  authorized,  we may be held  liable  for such  losses.
Jackson  National  reserves the right to modify or  discontinue  at any time and
without notice the acceptance of instructions from someone other than you and/or
the telephone transfer privilege.

ACCESS TO YOUR MONEY

You can have access to the money in your contract:

o    by making either a partial or complete withdrawal, or
o    by electing to receive income payments.

Your  beneficiary  can have  access to the money in your  contract  when a death
benefit is paid.

When you make a complete withdrawal you will receive:

     1.   the value of the contract on the day you made the withdrawal;
     2.   less any premium tax; and
     3.   less any contract maintenance charge.

Except in connection with the systematic  withdrawal program,  you must withdraw
at least  $500 or, if less,  the  entire  amount in the  guaranteed  account  or
investment  portfolio  from  which you are  making  the  withdrawal.  After your
withdrawal,  you must  have at least  $100  left in the  guaranteed  account  or
investment portfolio.

Income Taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.

There are  limitations  on  withdrawals  from a qualified  plan referred to as a
403(b) annuity. See "Taxes."

Systematic  Withdrawal Program. You can arrange to have money automatically sent
to you periodically while your contract is still in the accumulation  phase. You
will have to pay taxes on money you receive and  withdrawals you make before you
reach 59 1/2 may be subject to a 10% tax penalty.

We  reserve  the  right to  charge  a fee for  participation  or to  discontinue
offering this program in the future.

Suspension  of  Withdrawals  or Transfers.  Jackson  National may be required to
suspend or delay withdrawals or transfers from an investment portfolio when:

o    the New York Stock  Exchange is closed  (other than  customary  weekend and
     holiday closings);
o    trading on the New York Stock Exchange is restricted;
o    an emergency exists so that it is not reasonably  practicable to dispose of
     shares of the  investment  portfolios  or  determine  investment  portfolio
     values;
o    the SEC, by order, may permit for the protection of owners.

Jackson  National has reserved  the right to defer  payment for a withdrawal  or
transfer from the guaranteed  accounts for the period  permitted by law, but not
more than six months.

INCOME PAYMENTS (THE INCOME PHASE)

The income  phase occurs when you begin  receiving  regular  payments  from your
contract.  The income date is the month and year in which those payments  begin.
You can choose the income  date and an income  option.  The income  options  are
described below.

If you do not choose an income option, we will assume that you selected Option 3
which provides a life annuity with 120 months of guaranteed payments.

You can change the income  date or income  option at any time  before the income
date.  You must give us 7 days notice.  Income  payments must begin by your 90th
birthday  under a  non-qualified  contract (or an earlier date under a qualified
contract if required by law).

At the  income  date,  you can  choose  whether  payments  will  come  from  the
guaranteed  accounts,  the  investment  portfolios  or both.  Unless you tell us
otherwise, your income payments will be based on the investment allocations that
were in place on the income date.

You can choose to have income payments made monthly,  quarterly,  semi-annually,
or  annually.  However,  if you have less than $5,000 to apply  toward an income
option and state law  permits,  Jackson  National  may provide your payment in a
single lump sum.  Likewise,  if your first income payment would be less than $50
and state law permits,  Jackson  National  may set the  frequency of payments so
that the first payment would be at least $50.

Income Payments from Investment Portfolios. If you choose to have any portion of
your income payments come from the investment portfolio(s), the dollar amount of
your payment will depend upon three things:

     1.   the  value of your  contract  in the  investment  portfolio(s)  on the
          income date;

     2.   the 4.5%  assumed  investment  rate used in the annuity  table for the
          contract; and

     3.   the performance of the investment portfolios you selected.

Jackson  National  calculates the dollar amount of the first income payment that
you receive from the investment portfolios. We then use that amount to determine
the number of  annuity  units that you hold in each  investment  portfolio.  The
amount of each subsequent income payment is determined by multiplying the number
of annuity  units that you hold in an  investment  portfolio by the annuity unit
value for that investment portfolio.

The number of annuity units that you hold in each investment  portfolio does not
change  unless  you   reallocate   your  contract  value  among  the  investment
portfolios.  The annuity unit value of each investment portfolio will vary based
on  the  investment   performance  of  the  series.  If  the  actual  investment
performance  exactly  matches the assumed rate at all times,  the amount of each
income payment will remain equal. If the actual investment  performance  exceeds
the assumed rate, your income payments will increase.  Similarly,  if the actual
investment  performance is less than the assumed rate, your income payments will
decrease.

Income  Options.  The annuitant is the person whose life we look to when we make
income  payments.   (Each  description  assumes  that  you  are  the  owner  and
annuitant.) The following income options may not be available in all states.

     Option 1 - Life Income.  This income option provides  monthly  payments for
your life.

     Option 2 - Joint and Survivor Annuity.  This income option provides monthly
payments for your life and for the life of another person  (usually your spouse)
selected by you.

     Option 3 - Life Annuity With 120 or 240 Monthly Payments  Guaranteed.  This
income  option  provides  monthly  payments  for your  life,  but with  payments
continuing  to your  beneficiary  for the  remainder  of 10 or 20 years  (as you
select) if you die before the end of the selected period.

     Option 4 - Income for a  Specified  Period.  This  income  option  provides
monthly payments for any number of years from 5 to 30.

     Additional  Options - Other income options may be made available by Jackson
National.

If you choose  Option 1, 2 or 3, you cannot make a withdrawal  during the income
phase.

DEATH BENEFIT

Death of Owner  Before the Income Date.  If you die before  moving to the income
phase,  the  person you have  chosen as your  beneficiary  will  receive a death
benefit.  If you have a joint  owner,  the death  benefit  will be paid when the
first  joint  owner  dies.  The  surviving  joint  owner  will be treated as the
beneficiary.  Any other  beneficiary  designated will be treated as a contingent
beneficiary.  Joint owners must be spouses (unless otherwise  permitted by state
law).

The death benefit is the greater of:

     1.   the current value of your contract, or

     2.   the guaranteed minimum death benefit.

     Guaranteed Minimum Death Benefit.

o    Prior to the first  anniversary  of the contract issue date, the guaranteed
     minimum  death  benefit is equal to total  premiums  minus the sum of total
     withdrawals, charges and premium taxes incurred in the first contract year.

o    On each  anniversary of the contract issue date prior to the date of death,
     the guaranteed  minimum death benefit is calculated  based on your attained
     age. It is calculated as follows:

     Ages 0 - 70. The greater of:

     a.   the guaranteed minimum death benefit on the last contract  anniversary
          i. adjusted for any premiums paid since the last contract  anniversary
          ii.  minus the sum of total  withdrawals,  charges and  premium  taxes
          incurred since the last contract anniversary accumulated at 2%
     b.   the current value of the contract

     Ages 71 - 80. The greater of:

     a.   the guaranteed minimum death benefit on the last contract  anniversary
          i. adjusted for any premiums paid since the last contract  anniversary
          ii.  minus the sum of total  withdrawals,  charges and  premium  taxes
          incurred  since the last contract  anniversary 

     b.   the current value of the contract

     Ages 81 and older.

     a.   the guaranteed minimum death benefit on the last contract  anniversary
          i.   adjusted   for  any  premiums   paid  since  the  last   contract
               anniversary
          ii.  minus the sum of total  withdrawals,  charges and  premium  taxes
               incurred since the last contract anniversary

o    After the first anniversary of the contract issue date, at any time between
     anniversaries, the guaranteed minimum death benefit is equal to:

     a.   the guaranteed minimum death benefit on the last contract  anniversary
          prior to the date of death 
          i.   adjusted   for  any  premiums   paid  since  the  last   contract
               anniversary
          ii.  minus the sum of total  withdrawals,  charges and  premium  taxes
               incurred since the last contract anniversary

The entire death benefit must be paid within 5 years of the date of death unless
the beneficiary elects to have the death benefit payable under an income option.
The  death  benefit  payable  under  an  income  option  must be paid  over  the
beneficiary's  lifetime or for a period not extending  beyond the  beneficiary's
life  expectancy.  Payments  must  begin  within  one year of the date of death.
Unless the beneficiary chooses to receive the death benefit in a single sum, the
beneficiary  must elect an income option within the 60 day period beginning with
the date Jackson National receives proof of death. If the beneficiary chooses to
receive the death benefit in a single sum and all the necessary requirements are
met,  Jackson  National  will  pay the  death  benefit  within  7  days.  If the
beneficiary is your spouse, he/she can continue the contract in his/her own name
at the then current contract value.

Death of Owner After the Income  Date.  If you or a joint owner die after moving
to the income phase, any remaining payments under the income option elected will
continue  at least as rapidly as under the method of  distribution  in effect at
the date of death. If you die, the  beneficiary  becomes the owner. If the joint
owner  dies,  the  surviving  joint  owner,  if  any,  will  be  the  designated
beneficiary.  Any other  beneficiary  designation on record at the time of death
will be  treated  as a  contingent  beneficiary.  A  contingent  beneficiary  is
entitled to receive payment only after the beneficiary dies.

Death of  Annuitant.  If the  annuitant  is not an owner or joint  owner and the
annuitant dies before the income date,  you can name a new annuitant.  If you do
not name a new annuitant within 30 days of the death of the annuitant,  you will
become  the  annuitant.  However,  if the  owner is a  non-natural  person  (for
example, a corporation),  then the death of the annuitant will be treated as the
death of the owner, and a new annuitant may not be named.

If the annuitant dies after the income date, the death benefit,  if any, will be
as provided for in the income option  selected.  Death  benefits will be paid at
least  as  rapidly  as  under  the  method  of  distribution  in  effect  at the
annuitant's death.

TAXES

The  following is general  information  and is not intended as tax advice to any
individual. You should consult your own tax adviser.

The  Internal  Revenue  Code (Code)  provides  that you will not be taxed on the
earnings  on the money held in your  contract  until you take money out (this is
referred to as  tax-deferral).  There are different  rules as to how you will be
taxed  depending on how you take the money out and the type of contract you have
(non-qualified or qualified).

Non-Qualified  Contracts - General Taxation.  You will not be taxed on increases
in the value of your contract until a distribution (either as a withdrawal or as
an  income  payment)  occurs.  When you make a  withdrawal  you are taxed on the
amount of the withdrawal  that is earnings.  For income  payments,  a portion of
each income  payment is treated as a partial return of your premium and will not
be taxed.  The  remaining  portion  of the  income  payment  will be  treated as
ordinary  income.  How  the  income  payment  is  divided  between  taxable  and
non-taxable  portions  depends on the  period  over which  income  payments  are
expected to be made.  Income  payments  received  after you have received all of
your premium are treated as income.

If a non-qualified contract is owned by a non-natural person (e.g.,  corporation
or certain other entities other than  tax-qualified  trusts),  the contract will
generally not be treated as an annuity for tax purposes.

Qualified  and  Non-Qualified  Contracts.  If you  purchase  the  contract as an
individual  and not under any pension plan,  specially  sponsored  program or an
individual  retirement annuity,  your contract is referred to as a non-qualified
contract.

If you purchase the contract under a pension plan,  specially sponsored program,
or an individual retirement annuity, your contract is referred to as a qualified
contract.  Examples of  qualified  plans are:  Individual  Retirement  Annuities
(IRAs),  Tax-Sheltered  Annuities  (sometimes  referred to as 403(b) contracts),
H.R.  10  Plans  (sometimes  referred  to  as  Keogh  Plans),  and  pension  and
profit-sharing plans, which include 401(k) plans.

Withdrawals  -  Non-Qualified  Contracts.  If you make a  withdrawal  from  your
contract,  the Code treats the withdrawal as first coming from earnings and then
from your premium payments. Withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a 10% penalty.  Some withdrawals will be
exempt from the  penalty.  They  include any  amounts:  (1) paid on or after the
taxpayer  reaches age 59 1/2;  (2) paid after you die;  (3) paid if the taxpayer
becomes  totally  disabled (as that term is defined in the Code);  (4) paid in a
series of substantially  equal payments made annually (or more frequently) under
a lifetime annuity;  (5) paid under an immediate annuity; or (6) which come from
premiums made prior to August 14, 1982.

Withdrawals - Qualified Contracts. There are special rules that govern qualified
contracts. We have provided additional discussion in the Statement of Additional
Information.

Withdrawals  -  Tax-Sheltered  Annuities.  The Code  limits  the  withdrawal  of
premiums from certain Tax-Sheltered Annuities. Withdrawals can only be made when
an owner:  (1) reaches age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes
disabled (as that term is defined in the Code);  or (5) in the case of hardship.
However,  in the case of hardship,  the owner can only  withdraw the premium and
not any earnings.

Withdrawals - Roth IRAs. Beginning in 1998,  individuals may purchase a new type
of non-deductible  IRA, known as a Roth IRA.  Qualified  distributions from Roth
IRAs  are  entirely  tax  free.  A  qualified  distribution  requires  that  the
individual has held the Roth IRA for at least five years and, in addition,  that
the  distribution  is made either  after the  individual  reaches age 59 1/2, on
account of the individual's death or disability, or as qualified first-time home
purchase,  subject to $10,000  lifetime  maximum,  for the individual,  or for a
spouse, child, grandchild, or ancestor.

Withdrawals - Investment Adviser Fees. The Internal Revenue Service has, through
a series of Private Letter Rulings,  held that the payment of investment adviser
fees  from  an IRA or a  Tax-Sheltered  Annuity  is  permissible  under  certain
circumstances and will not be considered a distribution for income tax purposes.
The Rulings  require that in order to receive this favorable tax treatment,  the
annuity contract must, under a written agreement,  be solely liable (not jointly
with the  contract  owner)  for  payment of the  adviser's  fee and the fee must
actually be paid from the  annuity  contract to the  adviser.  Withdrawals  from
non-qualified  contracts  for the  payment of  investment  adviser  fees will be
considered distributions from the contract.

Restrictions Under the Texas Optional Retirement Program (ORP). Contracts issued
to   participants  in  ORP  contain   restrictions   required  under  the  Texas
Administrative Code. In accordance with those restrictions, a participant in ORP
will  not  be  permitted  to  make  withdrawals  prior  to  such   participant's
retirement, death, attainment of age 70 1/2 year or termination of employment in
a Texas public  institution of higher education.  The restrictions on withdrawal
do not apply in the event a participant  in ORP transfers the contract  value to
another approved contract or vendor during the period of ORP participation.

Assignment.  An  assignment  may be a taxable  event.  If the contract is issued
pursuant to a qualified plan, there may be limitations on your ability to assign
the contract.

Diversification.  The  Code  provides  that  the  underlying  investments  for a
variable annuity must satisfy certain  diversification  requirements in order to
be treated as an annuity contract. Jackson National believes that the underlying
investments are being managed so as to comply with these requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of  control  you  exercise  over the  underlying  investments,  and not  Jackson
National  would  be  considered  the  owner  of the  shares  of  the  investment
portfolios.  If this  occurs,  it will result in the loss of the  favorable  tax
treatment for the contract.

It is  unknown  to  what  extent  owners  are  permitted  to  select  investment
portfolios,  to make transfers among the investment portfolios or the number and
type of investment  portfolios from which owners may select.  If any guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
owner  of the  contract,  could  be  treated  as  the  owner  of the  investment
portfolios.  Due to the uncertainty in this area,  Jackson National reserves the
right to modify the contract in an attempt to maintain favorable tax treatment.

OTHER INFORMATION

Dollar Cost Averaging. You can arrange to automatically have a regular amount of
money   periodically   transferred   into  the   investment   portfolios.   This
theoretically  gives you a lower  average cost per unit over time than you would
receive if you made a one time purchase.

To participate in this program, you must have a total contract value of at least
$15,000  (unless we waive this  requirement).  Certain  other  restrictions  may
apply.

Jackson National does not currently charge for participation in this program. We
may do so in the future.

Rebalancing.  You can arrange to have Jackson National automatically  reallocate
money between investment portfolios periodically to keep the blend you select.

Jackson National does not currently charge for participation in this program. We
may do so in the future.

Free Look. If you cancel the contract  within twenty days after receiving it (or
whatever  period is required in your state),  Jackson  National  will return the
amount your  contract is worth on the day we receive your  request.  This may be
more or less than your original  payment.  If required by law,  Jackson National
will return your premium.

Advertising.  From time to time, Jackson National may advertise several types of
performance for the investment portfolios.

o    Total  return is the  overall  change in the value of an  investment  in an
     investment portfolio over a given period of time.
o    Standardized  average annual total return is calculated in accordance  with
     SEC guidelines.
o    Non-standardized  total return may be for periods other than those required
     or may otherwise differ from standardized  average annual total return. For
     example,  if a series  has been in  existence  longer  than the  investment
     portfolio, we may show non-standardized  performance for periods that begin
     on the inception date of the series,  rather than the inception date of the
     investment portfolio.
o    Yield refers to the income  generated by an investment  over a given period
     of time.

Performance will be calculated by determining the percentage change in the value
of an accumulation unit by dividing the increase (decrease) for that unit by the
value of the accumulation unit at the beginning of the period.  Performance will
reflect the deduction of the insurance  charges and may reflect the deduction of
the contract  maintenance  charge and  withdrawal  charge.  The deduction of the
contract  maintenance  and/or the withdrawal  charge would reduce the percentage
increase or make greater any percentage decrease.

Market Timing and Asset Allocation Services.  Market timing and asset allocation
services   offered  by  third  parties  must  comply  with  Jackson   National's
administrative systems, rules and procedures.

Modification of the Contract. Only the President,  Vice President,  Secretary or
Assistant  Secretary  of  Jackson  National  may  approve a change to or waive a
provision  of the  contract.  Any change or waiver must be in  writing.  Jackson
National may change the terms of the contract in order to comply with changes in
applicable law, or otherwise as deemed necessary by Jackson National.

Year 2000 Matters.  Jackson  National  initiated a project in 1993 to review and
analyze its computer systems to determine if they are Year 2000 compatible. This
project  includes a written plan which provides for a process which ensures that
when  a  particular  system,  or  software  application,  is  determined  to  be
"non-compliant"   the   proper   steps  are  in  place  to  either   remedy  the
"non-compliance" or cease using the particular system or software.

Jackson  National's  plan  provides for an  inventory  of all critical  computer
systems,  testing of such systems and  resolution  of Year 2000 issues.  Jackson
National anticipates that all compliance issues will be resolved by December 31,
1999.

As of the date of this  Prospectus,  Jackson  National has  identified  and made
available what it believes are the  appropriate  resources of hardware,  people,
and dollars to ensure that the plan will be completed.

Jackson  National will not  conclusively  know the success of its plan until the
Year 2000.  Even with  appropriate  and  diligent  pursuit  of a  well-conceived
response  plan,  including  testing  procedures,  there is no certainty that any
company will achieve complete success.  Further,  Jackson  National's ability to
function  unaffected  to and through the Year 2000 may be adversely  affected by
actions (or inactions) of third parties beyond its knowledge or control.

Legal Proceedings.  There are no material legal proceedings, other than ordinary
routine  litigation  incidental to the business,  to which Jackson National Life
Insurance  Company,  Jackson National Life  Distributors,  Inc., and the Jackson
National Separate Account III are parties.

Questions.  If you have questions about your contract,  you may call or write to
us at:

o    Jackson  National Life Annuity  Service Center,  (800)  766-4683,  P.O. Box
     378002, Denver, Colorado 80237-8002
o    Institutional  Marketing  Group Service Center:  (800)  777-7779,  P.O. Box
     30386, Lansing, Michigan 48909-9692.

<PAGE>


TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

General Information and History ............................................. 2

Services .................................................................... 2

Purchase of Securities Being Offered ........................................ 2

Underwriters ................................................................ 2

Calculation of Performance .................................................. 3

Additional Tax Information .................................................. 7

Income Payments; Net Investment Factor ......................................16

Financial Statements ........................................................18





<PAGE>


APPENDIX A

Condensed Financial Information

Accumulation Unit Values

The following table shows  accumulation  unit values at the beginning and end of
the periods  indicated as well as the number of accumulation  units  outstanding
for each portfolio as of June 30, 1998. This information has been taken from the
Separate  Account's  financial  statements.  This  information  should  be  read
together  with the Separate  Account's  financial  statements  and related notes
which are in the SAI.

- -----------------------------------------------------
                                             June 30,
Portfolios                                   1998 (a)
- -----------------------------------------------------

JNL/Alliance Growth Portfolio                          
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $10.54
  Accumulation units outstanding
  at the end of period                        6,046

JNL/J.P. Morgan International & Emerging 
Markets Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.40
  Accumulation units outstanding
  at the end of period                        1,447

JNL/Janus Aggressive Growth Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $10.83
  Accumulation units outstanding
  at the end of period                       15,805

JNL/Janus Global Equities Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $10.47
  Accumulation units outstanding
  at the end of period                       24,678

(a)  The Separate  Account  commenced  operation  on April 1, 1998.  The JNL/S&P
     Conservative Growth Portfolio II, the JNL/S&P Moderate Growth Portfolio II,
     JNL/S&P  Aggressive  Growth  Portfolio II, JNL/S&P Very  Aggressive  Growth
     Portfolio  II,  JNL/S&P  Equity  Growth  Portfolio  II, and JNL/S&P  Equity
     Aggressive Growth Portfolio II commenced operations on April 13, 1998.



<PAGE>





- -----------------------------------------------------
                                             June 30,
Portfolios                                   1998 (a)
- -----------------------------------------------------

JNL/PIMCO Total Return Bond Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $10.34
  Accumulation units outstanding
  at the end of period                       37,937

JNL/Putnam Growth Portfolio 
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $10.47
  Accumulation units outstanding
  at the end of period                       25,290

JNL/Putnam Value Equity Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.72
  Accumulation units outstanding
  at the end of the period                   48,404

JNL/S&P Conservative Growth Portfolio II 
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.87
  Accumulation units outstanding
  at the end of period                      234,656

JNL/S&P Moderate Growth Portfolio II 
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.88
  Accumulation units outstanding
  at the end of period                      169,132

(a)  The Separate  Account  commenced  operation  on April 1, 1998.  The JNL/S&P
     Conservative Growth Portfolio II, the JNL/S&P Moderate Growth Portfolio II,
     JNL/S&P  Aggressive  Growth  Portfolio II, JNL/S&P Very  Aggressive  Growth
     Portfolio  II,  JNL/S&P  Equity  Growth  Portfolio  II, and JNL/S&P  Equity
     Aggressive Growth Portfolio II commenced operations on April 13, 1998.



<PAGE>





- -----------------------------------------------------
                                             June 30,
Portfolios                                   1998 (a)
- -----------------------------------------------------


JNL/S&P Aggressive Growth Portfolio II 
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.82
  Accumulation units outstanding
  at the end of period                       29,898

JNL/S&P Very Aggressive Growth 
Portfolio II
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $10.12
  Accumulation units outstanding
  at the end of period                       24,575

JNL/S&P Equity Growth Portfolio II 
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $9.77
  Accumulation units outstanding
  at the end of period                       46,480

JNL/S&P Equity Aggressive Growth 
Portfolio II
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.89
  Accumulation units outstanding
  at the end of period                       23,974

Goldman Sachs/JNL Growth & Income 
Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.35
  Accumulation units outstanding
  at the end of period                       18,436

Lazard/JNL Small Cap Value Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.28
  Accumulation units outstanding 
  at the end of period                        6,844

Lazard/JNL Mid Cap Value Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.26
  Accumulation units outstanding
  at the end of period                        3,762

(a)  The Separate  Account  commenced  operation  on April 1, 1998.  The JNL/S&P
     Conservative Growth Portfolio II, the JNL/S&P Moderate Growth Portfolio II,
     JNL/S&P  Aggressive  Growth  Portfolio II, JNL/S&P Very  Aggressive  Growth
     Portfolio  II,  JNL/S&P  Equity  Growth  Portfolio  II, and JNL/S&P  Equity
     Aggressive Growth Portfolio II commenced operations on April 13, 1998.



<PAGE>





- -----------------------------------------------------
                                             June 30,
Portfolios                                   1998 (a)
- -----------------------------------------------------


PPM America/JNL Money Market Portfolio 
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $10.07
  Accumulation units outstanding
  at the end of period                       27,434

Salomon Brothers/JNL Balanced Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.87
  Accumulation units outstanding
  at the end of the period                   32,508

Salomon Brothers/JNL Global Bond Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.95
  Accumulation units outstanding
  at the end of period                       18,764

Salomon Brothers/JNL High Yield Bond 
Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                            $10.01
  Accumulation units outstanding
  at the end of period                       38,012

T. Rowe Price/JNL International Equity 
Investment Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.90
  Accumulation units outstanding
  at the end of period                        2,826

T. Rowe Price/JNL Mid-Cap Growth Portfolio
  Accumulation unit value:
    Beginning of period                      $10.00
    End of period                             $9.97
  Accumulation units outstanding
  at the end of period                       15,486

(a)  The Separate  Account  commenced  operation  on April 1, 1998.  The JNL/S&P
     Conservative Growth Portfolio II, the JNL/S&P Moderate Growth Portfolio II,
     JNL/S&P  Aggressive  Growth  Portfolio II, JNL/S&P Very  Aggressive  Growth
     Portfolio  II,  JNL/S&P  Equity  Growth  Portfolio  II, and JNL/S&P  Equity
     Aggressive Growth Portfolio II commenced operations on April 13, 1998.

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION


                                 January 4, 1999



            INDIVIDUAL DEFERRED FIXED AND VARIABLE ANNUITY CONTRACTS
               ISSUED BY THE JACKSON NATIONAL SEPARATE ACCOUNT III
                   OF JACKSON NATIONAL LIFE INSURANCE COMPANY



         This  Statement  of  Additional  Information  is not a  prospectus.  It
contains  information  in  addition to and more  detailed  than set forth in the
Prospectus and should be read in conjunction  with the Prospectus  dated January
4, 1999.  The  Prospectus  may be obtained from Jackson  National Life Insurance
Company by writing  P.O. Box 378002,  Denver,  Colorado  80237-8002,  or calling
1-800-766-4683.





                                TABLE OF CONTENTS
                                                                            Page

General Information and History............................................... 2
Services...................................................................... 2
Purchase of Securities Being Offered.......................................... 2
Underwriters.................................................................. 2
Calculation of Performance.................................................... 3
Additional Tax Information.................................................... 7
Income Payments; Net Investment Factor ...................................... 16
Financial Statements ........................................................ 18



<PAGE>


General Information and History

         Jackson National Separate Account III (Separate  Account) is a separate
investment   account  of  Jackson  National  Life  Insurance   Company  (Jackson
National).  Jackson  National  is  a  wholly-owned  subsidiary  of  Brooke  Life
Insurance  Company,  and is ultimately a  wholly-owned  subsidiary of Prudential
Corporation plc, London, England, a insurance company in the United Kingdom.

Services

         Jackson National has responsibility for administration of the contracts
and the Separate  Account.  We maintain records of the name,  address,  taxpayer
identification  number and other  pertinent  information for each contract owner
and the number and type of contracts  issued to each contract owner, and records
with respect to the value of each contract.

         Jackson  National is also the  custodian  of the assets of the Separate
Account.

         PricewaterhouseCoopers  LLP, 200 East Randolph Drive, Chicago, Illinois
60601, audits and reports on Jackson National's financial statements,  including
the  financial   statements  of  the  Separate   Account,   and  performs  other
professional accounting, auditing and advisory services when engaged to do so by
Jackson National.

         Blazzard, Grodd & Hasenauer, P.C. of Westport, Connecticut has provided
advice on certain matters relating to the federal securities and income tax laws
in connection with the contracts described in the Prospectus.

Purchase of Securities Being Offered

         The contracts will be sold by licensed insurance agents in states where
the   contracts   may  be  lawfully   sold.   The  agents  will  be   registered
representatives  of  broker-dealers  that are  registered  under the  Securities
Exchange  Act of 1934 and  members of the  National  Association  of  Securities
Dealers, Inc. (NASD).

Underwriters

         The contracts are offered  continuously  and are distributed by Jackson
National Life Distributors,  Inc. (JNLD), 10877 Wilshire Boulevard,  Suite 1550,
Los Angeles, California 90024. JNLD is a subsidiary of Jackson National.



<PAGE>


Calculation of Performance

         When  Jackson  National   advertises   performance  for  an  investment
portfolio (except the PPM America/JNL Money Market  Portfolio),  we will include
quotations  of   standardized   total  return  to  facilitate   comparison  with
standardized   total  return  advertised  by  other  variable  annuity  separate
accounts.  Standardized  total return for an investment  portfolio will be shown
for periods beginning on the date the investment portfolio first invested in the
corresponding  series. We will calculate  standardized total return according to
the  standard  methods  prescribed  by  rules  of the  Securities  and  Exchange
Commission.

         Standardized total return for a specific period is calculated by taking
a hypothetical  $1,000 investment in an investment  portfolio at the offering on
the first day of the period  ("initial  investment"),  and  computing the ending
redeemable  value  ("redeemable  value")  of that  investment  at the end of the
period.  The  redeemable  value is then  divided by the initial  investment  and
expressed  as a  percentage,  carried  to at least the  nearest  hundredth  of a
percent.  Standardized  total  return  reflects the  deduction of the  insurance
charges and the contract  maintenance charge. The redeemable value also reflects
the effect of any applicable withdrawal charge that may be imposed at the end of
the period.  No  deduction  is made for  premium  taxes which may be assessed by
certain states.

         The standardized  total returns for each investment  portfolio  (except
the PPM  America/JNL  Money Market  Portfolio) for the periods  indicated are as
follows:
<TABLE>
<CAPTION>

                                                                                        Date of Initial Investment
                                                                                        in Corresponding Series to
                                                                                               June 30, 1998
                                                                                               -------------
<S>                                                                                                <C>  
JNL/Alliance Growth Portfolio                                                                      5.33%
JNL/J.P. Morgan International & Emerging Markets Portfolio                                        -6.02%
JNL/Janus Aggressive Growth Portfolio                                                              8.26%
JNL/Janus Global Equities Portfolio                                                                4.67%
JNL/PIMCO Total Return Bond Portfolio                                                              3.40%
JNL/Putnam Growth Portfolio                                                                        4.70%
JNL/Putnam Value Equity Portfolio                                                                 -2.78%
JNL/S&P Conservative Growth Portfolio II                                                          -1.34%
JNL/S&P Moderate Growth Portfolio II                                                              -1.24%
JNL/S&P Aggressive Growth Portfolio II                                                            -1.84%
JNL/S&P Very Aggressive Growth Portfolio II                                                        1.16%
JNL/S&P Equity Growth Portfolio II                                                                -2.33%
JNL/S&P Equity Aggressive Growth Portfolio II                                                     -1.14%
Goldman Sachs/JNL Growth & Income Portfolio                                                       -6.48%
Lazard/JNL Small Cap Value Portfolio                                                              -7.20%
Lazard/JNL Mid Cap Value Portfolio                                                                -7.36%
</TABLE>


<TABLE>
<CAPTION>

                                                                                        Date of Initial Investment
                                                                                        in Corresponding Series to
                                                                                               June 30, 1998
                                                                                               -------------
<S>                                                                                                <C>  
Salomon Brothers/JNL Balanced Portfolio                                                           -1.36%
Salomon Brothers/JNL Global Bond Portfolio                                                        -0.48%
Salomon Brothers/JNL High Yield Bond Portfolio                                                     0.09%
T. Rowe Price/JNL International Equity Investment Portfolio                                       -1.00%
T. Rowe Price/JNL Mid-Cap Growth Portfolio                                                        -0.28%
</TABLE>

         Jackson  National may also  advertise  non-standardized  total  return.
Non-standardized total return may be for periods other than those required to be
presented   or  may   otherwise   differ   from   standardized   total   return.
Non-standardized  total return may assume a larger initial investment which more
closely approximates the size of a typical contract.

         The  non-standardized  total  returns  that each  investment  portfolio
(except the PPM America/JNL  Money Market  Portfolio)  would have achieved if it
had  been  invested  in the  corresponding  series  for the  periods  indicated,
calculated  in a manner  similar to  standardized  total  return but  assuming a
hypothetical  initial  investment of $10,000 and without  deducting the contract
maintenance charge, are as follows:  (NOTE: The figures below present investment
performance information for the periods ended June 30, 1998. While these numbers
represent  the  returns  as of  that  date,  they do not  represent  performance
information  of the  portfolios  since that date.  Performance  information  for
periods  after June 30, 1998 may be  significantly  different  (lower)  than the
numbers shown below.)

<TABLE>
<CAPTION>

                                                                                                   Commencement of
                                                                                                    Operations of
                                                                                                    Corresponding
                                                                         One Year Period Ended    Series to June 30,
                                                                             June 30, 1998               1998
                                                                         ---------------------    ------------------
<S>                                                                                                     <C>   
JNL/Alliance Growth Portfolio **                                                  N/A                   12.24%
JNL/J.P. Morgan International & Emerging Markets
         Portfolio **                                                             N/A                    1.80%
JNL/Janus Aggressive Growth Portfolio *                                          35.96%                 26.02%
JNL/Janus Global Equities Portfolio *                                            26.27%                 33.05%
JNL/PIMCO Total Return Bond Portfolio **                                          N/A                    2.79%
JNL/Putnam Growth Portfolio *                                                    35.02%                 30.53%
JNL/Putnam Value Equity Portfolio *                                              14.23%                 23.17%
JNL/S&P Conservative Growth Portfolio II ***                                      N/A                   -1.32%
JNL/S&P Moderate Growth Portfolio II ***                                          N/A                   -1.22%
JNL/S&P Aggressive Growth Portfolio II ***                                        N/A                   -1.82%
JNL/S&P Very Aggressive Growth Portfolio II ***                                   N/A                    1.18%
JNL/S&P Equity Growth Portfolio II ***                                            N/A                   -2.31%
</TABLE>


<TABLE>
<CAPTION>
                                                                                                   Commencement of
                                                                                                    Operations of
                                                                                                    Corresponding
                                                                         One Year Period Ended    Series to June 30,
                                                                             June 30, 1998              1998
                                                                         ---------------------    ------------------
<S>                                                                                                      <C>  
JNL/S&P Equity Aggressive Growth Portfolio II ***                                 N/A                   -1.12%
Goldman Sachs/JNL Growth & Income Portfolio **                                    N/A                   -3.08%
Lazard/JNL Small Cap Value Portfolio **                                           N/A                   -4.07%
Lazard/JNL Mid Cap Value Portfolio **                                             N/A                   -3.78%
Salomon Brothers/JNL Balanced Portfolio **                                        N/A                    1.80%
Salomon Brothers/JNL Global Bond Portfolio *                                     5.98%                   9.45%
Salomon Brothers/JNL High Yeld Bond Portfolio *                                   N/A                    0.90%
T. Rowe Price/JNL International Equity Investment Portfolio *                    2.84%                  10.24%
T. Rowe Price/JNL Mid-Cap Growth Portfolio *                                     28.00%                 26.72%
</TABLE>

*  Corresponding series commenced operations on May 15, 1995.
**  Corresponding series commenced operations on Marh 2, 1998.
***  Corresponding series commenced operations on April 13, 1998.

         Prior  to  May  1,  1997,  the  JNL/Putnam  Growth  Portfolio  was  the
JNL/Phoenix Investment Counsel Growth Portfolio and the corresponding series was
sub-advised by Phoenix Investment Counsel, Inc., and the JNL/Putnam Value Equity
Portfolio was the PPM America/JNL  Value Equity Portfolio and the  corresponding
series was sub-advised by PPM America, Inc.

         Standardized total return quotations will be current to the last day of
the calendar  quarter  preceding the date on which an advertisement is submitted
for publication.  Both standardized total return quotations and non-standardized
total  return  quotations  will be based on rolling  calendar  quarters and will
cover at least periods of one,  five,  and ten years,  or a period  covering the
time  the  investment  portfolio  has been in  existence,  if it has not been in
existence for one of the prescribed  periods.  If the  corresponding  series has
been in existence for longer than the investment portfolio, the non-standardized
total return  quotations  will show the  investment  performance  the investment
portfolio  would have achieved  (reduced by the applicable  charges) had it been
held in the series for the period  quoted.  Standardized  average  annual  total
return is not  available  for periods  before the  investment  portfolio  was in
existence.

         Quotations  of  standardized  total return and  non-standardized  total
return are based upon historical  earnings and will fluctuate.  Any quotation of
performance should not be considered a guarantee of future performance.  Factors
affecting  the  performance  of a  series  include  general  market  conditions,
operating expenses and investment  management.  An owner's withdrawal value upon
surrender of a contract may be more or less than original cost.

         Jackson  National  may  advertise  the current  annualized  yield for a
30-day period for an investment portfolio. The annualized yield of an investment
portfolio  refers to the income  generated by the  investment  portfolio  over a
specified 30-day period.  Because this yield is annualized,  the yield generated
by an investment  portfolio  during the 30-day period is assumed to be generated
each 30-day period.  The yield is computed by dividing the net investment income
per accumulation unit earned during the period by the price per unit on the last
day of the period, according to the following formula:

                   a-b   6
YIELD   =       2[(---+1)  -1]
                   cd

Where:

         a        =        net  investment  income earned during the period by
                           the  Series  attributable  to  shares  owned  by  the
                           investment portfolio.
         b        =        expenses for the investment  portfolio  accrued for
                           the period (net of reimbursements).
         c        =        the  average  daily  number of  accumulation  units
                           outstanding during the period.
         d        =        the maximum offering price per accumulation unit on
                           the last day of the period.

         The yield for the 30-day  period  ended  June 30,  1998 for each of the
referenced investment portfolios is as follows:

JNL/PIMCO Total Return Bond Portfolio                                      3.42%
Salomon Brothers/JNL Balanced Portfolio                                    0.68%
Salomon Brothers/JNL Global Bond Portfolio                                 5.80%
Salomon Brothers/JNL High Yield Bond Bond Portfolio                        6.20%

         Net  investment  income will be  determined  in  accordance  with rules
established  by the Securities and Exchange  Commission.  Accrued  expenses will
include all recurring fees that are charged to all contracts.

         Because of the charges and deductions  imposed by the Separate Account,
the  yield  for an  investment  portfolio  will be lower  than the yield for the
corresponding  series.  The yield on amounts held in the  investment  portfolios
normally will fluctuate over time. Therefore,  the disclosed yield for any given
period is not an  indication  or  representation  of  future  yields or rates of
return. An investment portfolio's actual yield will be affected by the types and
quality of  portfolio  securities  held by the  series and the series  operating
expenses.

         Any  current  yield  quotations  of the PPM  America/JNL  Money  Market
Portfolio,  subject to Rule 482 of the Securities Act of 1933, will consist of a
seven calendar day historical  yield,  carried at least to the nearest hundredth
of a percent.  We may advertise  yield for the Portfolio based on different time
periods,  but we will accompany it with a yield  quotation  based on a seven day
calendar  period.  The PPM America/JNL  Money Market  Portfolio's  yield will be
calculated by determining the net change,  exclusive of capital changes,  in the
value  of  a  hypothetical   pre-existing   account  having  a  balance  of  one
accumulation   unit  at  the  beginning  of  the  base  period,   subtracting  a
hypothetical charge reflecting  deductions from contracts,  and dividing the net
change in  account  value by the value of the  account at the  beginning  of the
period to obtain a base period return and  multiplying the base period return by
(365/7).  The PPM  America/JNL  Money  Market  Portfolio's  effective  yield  is
computed  similarly  but  includes  the  effect  of  assumed  compounding  on an
annualized  basis of the current  yield  quotations  of the  Portfolio.  The PPM
America/JNL Money Market Portfolio's yield and effective yield for the seven day
period ended June 30, 1998 were 3.37% and 3.43%, respectively.

         The PPM America/JNL Money Market  Portfolio's yield and effective yield
will fluctuate  daily.  Actual yields will depend on factors such as the type of
instruments in the series'  portfolio,  portfolio  quality and average maturity,
changes in interest  rates,  and the series'  expenses.  Although the investment
portfolio  determines its yield on the basis of a seven calendar day period,  it
may use a different  time period on  occasion.  The yield quotes may reflect the
expense  limitations  described  in  the  series'  Prospectus  or  Statement  of
Additional  Information.  There is no  assurance  that the yields  quoted on any
given  occasion  will be  maintained  for any  period  of time  and  there is no
guarantee  that the net asset  values will remain  constant.  It should be noted
that neither a contract owner's  investment in the PPM America/JNL  Money Market
Portfolio nor that  Portfolio's  investment in the PPM America/JNL  Money Market
Series, is guaranteed or insured.  Yields of other money market funds may not be
comparable if a different base or another method of calculation is used.

Additional Tax Information

         NOTE:  INFORMATION  CONTAINED  HEREIN SHOULD NOT BE SUBSTITUTED FOR THE
ADVICE OF A PERSONAL TAX ADVISER.  JACKSON  NATIONAL DOES NOT MAKE ANY GUARANTEE
REGARDING  THE TAX  STATUS OF ANY  CONTRACT  OR ANY  TRANSACTION  INVOLVING  THE
CONTRACTS.  PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  CONTRACTS  MAY NOT BE
TREATED AS  "ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME TAX LAWS.  IT SHOULD BE
FURTHER  UNDERSTOOD  THAT THE FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT
SPECIAL  RULES NOT  DESCRIBED IN THIS  PROSPECTUS  MAY BE  APPLICABLE IN CERTAIN
SITUATIONS.  MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE
OR OTHER TAX LAWS.

General

         Section  72 of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"),  governs  taxation of annuities in general.  An individual owner is not
taxed on increases in the value of a contract until distribution occurs,  either
in the form of a  withdrawal  or as annuity  payments  under the annuity  option
elected.  For a withdrawal  received as a total surrender (total redemption or a
death  benefit),  the  recipient  is taxed on the  portion of the  payment  that
exceeds  the cost basis of the  contract.  For a payment  received  as a partial
withdrawal,  federal tax liability is determined on a last-in,  first-out basis,
meaning  taxable  income is  withdrawn  before the cost basis of the contract is
withdrawn. For contracts issued in connection with non-qualified plans, the cost
basis is generally the premiums,  while for contracts  issued in connection with
qualified plans there may be no cost basis.  The taxable portion of a withdrawal
is taxed at ordinary income tax rates. Tax penalties may also apply.

         For  annuity  payments,  a  portion  of each  payment  in  excess of an
exclusion  amount is includable  in taxable  income.  The  exclusion  amount for
payments  based on a fixed  annuity  option is  determined  by  multiplying  the
payment  by the ratio  that the cost  basis of the  contract  (adjusted  for any
period  certain  or  refund  feature)  bears to the  expected  return  under the
contract.  The exclusion  amount for payments based on a variable annuity option
is  determined  by dividing  the cost basis of the  contract  (adjusted  for any
period  certain  or refund  guarantee)  by the  number of years  over  which the
annuity is expected to be paid.  Payments  received  after the investment in the
contract  has been  recovered  (i.e.  when the total of the  excludable  amounts
equals the investment in the contract) are fully taxable. The taxable portion is
taxed at ordinary  income tax rates.  For certain types of qualified plans there
may be no cost basis in the  contract  within  the  meaning of Section 72 of the
Code.  Owners,  annuitants  and  beneficiaries  under the contracts  should seek
competent financial advice about the tax consequences of distributions.

         Jackson  National is taxed as a life insurance  company under the Code.
For federal income tax purposes,  the Separate  Account is not a separate entity
from Jackson National and its operations form a part of Jackson National.

Withholding Tax on Distributions

         The Code generally requires Jackson National (or, in some cases, a plan
administrator)  to withhold tax on the taxable  portion of any  distribution  or
withdrawal from a contract. For "eligible rollover distributions" from contracts
issued under certain types of qualified plans,  20% of the distribution  must be
withheld,  unless the payee  elects to have the  distribution  "rolled  over" to
another  eligible plan in a direct  transfer.  This requirement is mandatory and
cannot be waived by the owner.

         An "eligible rollover distribution" is the estimated taxable portion of
any amount  received by a covered  employee from a plan qualified  under Section
401(a) or 403(a) of the Code, or from a tax sheltered  annuity  qualified  under
Section  403(b)  of the Code  (other  than (1) a series of  substantially  equal
annuity  payments for the life (or life  expectancy)  of the employee,  or joint
lives (or joint life  expectancies)  of the employee,  and his or her designated
beneficiary,  or for a specified  period of ten years or more);  and (2) minimum
distributions  required  to be made under the Code.  Failure to  "rollover"  the
entire amount of an eligible rollover distribution (including an amount equal to
the 20% portion of the  distribution  that was withheld)  could have adverse tax
consequences,   including   the   imposition  of  a  penalty  tax  on  premature
withdrawals, described later in this section.

         Withdrawals  or  distributions  from a  contract  other  than  eligible
rollover  distributions are also subject to withholding on the estimated taxable
portion of the distribution,  but the owner may elect in such cases to waive the
withholding requirement.  If not waived, withholding is imposed (1) for periodic
payments,  at the rate that would be imposed if the payments were wages,  or (2)
for  other  distributions,  at the  rate of  10%.  If no  withholding  exemption
certificate is in effect for the payee,  the rate under (1) above is computed by
treating the payee as a married individual claiming 3 withholding exemptions.

         Generally,  the amount of any  payment of  interest  to a  non-resident
alien of the United  States  shall be subject to  withholding  of a tax equal to
thirty (30%)  percent of such amount or, if  applicable,  a lower treaty rate. A
payment  may not be  subject to  withholding  where the  recipient  sufficiently
establishes  that such  payment  is  effectively  connected  to the  recipient's
conduct of a trade or business in the United States and such payment is included
in recipient's gross income.

Diversification -- Separate Account Investments

         Section 817(h) of the Code imposes certain diversification standards on
the underlying  assets of variable annuity  contracts.  The Code provides that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period (and any subsequent  period) for which the investments are not adequately
diversified,  in  accordance  with  regulations  prescribed by the United States
Treasury Department ("Treasury Department"). Disqualification of the contract as
an annuity  contract  would result in  imposition  of federal  income tax to the
owner with respect to earnings allocable to the contract prior to the receipt of
payments  under the contract.  The Code contains a safe harbor  provision  which
provides that annuity  contracts such as the contracts meet the  diversification
requirements if, as of the close of each calendar quarter, the underlying assets
meet the diversification  standards for a regulated  investment company,  and no
more than 55% of the total assets consist of cash, cash items,  U.S.  government
securities and securities of other regulated investment companies.

         The   Treasury   Department   has   issued   Regulations   establishing
diversification  requirements for the investment  portfolios underlying variable
contracts. The Regulations amplify the diversification requirements for variable
contracts  set forth in the Code and provide an  alternative  to the safe harbor
provision described above. Under the Regulations,  an investment  portfolio will
be  deemed  adequately  diversified  if (1) no more than 55% of the value of the
total assets of the portfolio is represented by any one investment;  (2) no more
than 70% of the value of the total assets of the portfolio is represented by any
two  investments;  (3) no more than 80% of the value of the total  assets of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

         Jackson  National intends that each series of the JNL Series Trust will
be managed by its  respective  investment  adviser in such a manner as to comply
with these diversification requirements.

         The  Treasury   Department  has  indicated  that  the   diversification
Regulations  do not  provide  guidance  regarding  the  circumstances  in  which
contract owner control of the investments of the Separate Account will cause the
contract owner to be treated as the owner of the assets of the Separate Account,
thereby  resulting in the loss of favorable tax  treatment of the  contract.  At
this time it cannot be determined whether  additional  guidance will be provided
and what standards may be contained in such guidance.

         The amount of owner control  which may be exercised  under the contract
is different in some respects from the situations addressed in published rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the owner to be  considered  as the  owner of the  assets of the  Separate
Account  resulting  in the  imposition  of federal  income tax to the owner with
respect to earnings allocable to the contract prior to receipt of payments under
the contract.

         In the event any  forthcoming  guidance or ruling is  considered to set
forth a new  position,  such  guidance or ruling will  generally be applied only
prospectively.  However,  if such ruling or guidance was not  considered  to set
forth a new  position,  it may be applied  retroactively  resulting in the owner
being  retroactively  determined  to be the owner of the assets of the  Separate
Account.

         Due to the  uncertainty  in this area,  Jackson  National  reserves the
right to modify the contract in an attempt to maintain favorable tax treatment.

Multiple Contracts

         The Code  provides  that multiple  annuity  contracts  which are issued
within  a  calendar  year to the  same  contract  owner  by one  company  or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
multiple contracts. Owners should consult a tax adviser prior to purchasing more
than one annuity contract in any calendar year.

Contracts Owned by Other than Natural Persons

         Under Section 72(u) of the Code,  the  investment  earnings on premiums
for contracts will be taxed currently to the owner if the owner is a non-natural
person, e.g., a corporation or certain other entities.  Such contracts generally
will not be treated as annuities for federal income tax purposes.  However, this
treatment  is not  applied to  contracts  held by a trust or other  entity as an
agent for a natural  person nor to contracts  held by certain  qualified  plans.
Purchasers  should  consult  their own tax counsel or other tax  adviser  before
purchasing a contract to be owned by a non-natural person.

Tax Treatment of Assignments

         An  assignment or pledge of a contract may have tax  consequences,  and
may also be prohibited by ERISA in some circumstances. Owners should, therefore,
consult  competent  legal  advisers  should they wish to assign or pledge  their
contracts.

Qualified Plans

         The contracts offered by the Prospectus are designed to be suitable for
use under various types of qualified plans. Taxation of owners in each qualified
plan  varies  with the type of plan and terms and  conditions  of each  specific
plan.  Owners,  annuitants and beneficiaries are cautioned that benefits under a
qualified  plan  may be  subject  to  the  terms  and  conditions  of the  plan,
regardless of the terms and conditions of the contracts issued to fund the plan.

Tax Treatment of Withdrawals

Non-Qualified Plans
- -------------------

         Section 72 of the Code governs treatment of distributions  from annuity
contracts. It provides that if the contract value exceeds the aggregate Premiums
made, any amount withdrawn not in the form of an annuity payment will be treated
as coming  first from the earnings  and then,  only after the income  portion is
exhausted,  as coming from the principal.  Withdrawn  earnings are included in a
taxpayer's  gross  income.  Section 72 further  provides that a 10% penalty will
apply to the income portion of any  distribution.  The penalty is not imposed on
amounts  received:  (1) after the taxpayer reaches 59 1/2; (2) upon the death of
the  owner;  (3) if the  taxpayer  is  totally  disabled  as  defined in Section
72(m)(7) of the Code; (4) in a series of substantially  equal periodic  payments
made at least annually for the life (or life  expectancy) of the taxpayer or for
the  joint  lives  (or  joint  life   expectancies)  of  the  taxpayer  and  his
beneficiary;  (5) under an  immediate  annuity;  or (6) which are  allocable  to
premium payments made prior to August 14, 1982.

Qualified Plans
- ---------------

         In the case of a  withdrawal  under a  qualified  contract,  a  ratable
portion of the amount  received is taxable,  generally based on the ratio of the
individual's  cost basis to the  individual's  total  accrued  benefit under the
retirement  plan.  Special tax rules may be available for certain  distributions
from a qualified  contract.  Section 72(t) of the Code imposes a 10% penalty tax
on the taxable  portion of any  distribution  from qualified  retirement  plans,
including  contracts  issued and qualified  under Code Sections 401 (H.R. 10 and
Corporate Pension and Profit Sharing plans),  403(b)  (tax-sheltered  annuities)
and 408 and 408A (IRAs).  To the extent amounts are not included in gross income
because  they have been rolled over to an IRA or to another  eligible  qualified
plan, no tax penalty will be imposed.

         The tax penalty will not apply to the following  distributions:  (1) if
distribution  is made on or after the date on which the owner or  annuitant  (as
applicable)  reaches  age 59 1/2;  (2)  distributions  following  the  death  or
disability  of  the  owner  or  annuitant  (as  applicable)  (for  this  purpose
"disability" is defined in Section  72(m)(7) of the Code);  (3) after separation
from  service,  distributions  that are  part of  substantially  equal  periodic
payments  made  not  less  frequently  than  annually  for  the  life  (or  life
expectancy)  of the owner or annuitant  (as  applicable)  or the joint lives (or
joint life  expectancies)  of such owner or annuitant (as applicable) and his or
her  designated  beneficiary;  (4)  distributions  to an owner or annuitant  (as
applicable)  who has  separated  from service  after he has attained age 55; (5)
distributions  made to the owner or annuitant (as applicable) to the extent such
distributions  do not exceed  the amount  allowable  as a  deduction  under Code
Section 213 to the owner or annuitant  (as  applicable)  for amounts paid during
the taxable year for medical care; (6) distributions  made to an alternate payee
pursuant to a qualified  domestic relations order; (7) distributions from an IRA
for the purchase of medical  insurance (as described in Section  213(d)(1)(D) of
the Code) for the contract  owner or annuitant  (as  applicable)  and his or her
spouse and  dependents if the contract  owner or annuitant (as  applicable)  has
received unemployment compensation for at least 12 weeks (this exception will no
longer apply after the  contract  owner or annuitant  (as  applicable)  has been
re-employed  for at  least  60  days);  (8)  distributions  from  an  Individual
Retirement  Annuity made to the owner or annuitant (as applicable) to the extent
such  distributions do not exceed the qualified  higher  education  expenses (as
defined  in  Section  72(t)(7)  of the  Code)  of the  owner  or  annuitant  (as
applicable)  for the taxable  year;  and (9)  distributions  from an  Individual
Retirement  Annuity made to the owner or  annuitant  (as  applicable)  which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8) of
the Code).  The exception  stated in items (4) and (6) above do not apply in the
case of an IRA. The exception  stated in (3) above applies to an IRA without the
requirement that there be a separation from service.

         Withdrawals of amounts attributable to contributions made pursuant to a
salary reduction  agreement (in accordance with Section  403(b)(11) of the Code)
are limited to the following:  when the owner attains age 59 1/2, separates from
services,  dies, becomes disabled (within the meaning of Section 72(m)(7) of the
Code),  or in the case of  hardship.  Hardship  withdrawals  do not  include any
earnings on salary  reduction  contributions.  These  limitations on withdrawals
apply to: (1) salary reduction  contributions  made after December 31, 1988; (2)
income  attributable  to such  contributions;  and (3)  income  attributable  to
amounts held as of December 31, 1988.  The  limitations  on  withdrawals  do not
affect rollovers or exchanges between certain qualified plans. Tax penalties may
also apply.  While the  foregoing  limitations  only apply to certain  contracts
issued in connection with Section 403(b) qualified plans, all owners should seek
competent tax advice regarding any withdrawals or distributions.

         The taxable  portion of a withdrawal  or  distribution  from  contracts
issued under certain types of plans may,  under some  circumstances,  be "rolled
over" into  another  eligible  plan so as to continue to defer income tax on the
taxable portion.  Effective  January 1, 1993, such treatment is available for an
"eligible  rollover  distribution"  made by certain types of plans (as described
above under "Taxes --  Withholding  Tax on  Distributions")  that is transferred
within 60 days of receipt into another eligible plan or an IRA, or an individual
retirement  account  described in section 408(a) of the Code.  Plans making such
eligible  rollover  distributions  are  also  required,   with  some  exceptions
specified in the Code, to provide for a direct  transfer of the  distribution to
the transferee plan designated by the recipient.

         Amounts  received  from IRAs may also be rolled  over into other  IRAs,
individual  retirement  accounts or certain other plans,  subject to limitations
set forth in the Code.

         Generally,  distributions  from a qualified plan must commence no later
than  April 1 of the  calendar  year  following  the year in which the  employee
attains  the  later of age 70 1/2 or the date of  retirement.  In the case of an
IRA,  distribution  must  commence  no later than April 1 of the  calendar  year
following the year in which the owner attains age 70 1/2. Required distributions
must be  over a  period  not  exceeding  the  life  or  life  expectancy  of the
individual or the joint lives or life  expectancies of the individual and his or
her designated beneficiary.  If the required minimum distributions are not made,
a 50% penalty tax is imposed as to the amount not distributed.

Types of Qualified Plans

         The following are general  descriptions of the types of qualified plans
with which the contracts may be used. Such  descriptions  are not exhaustive and
are for general  information  purposes only. The tax rules  regarding  qualified
plans  are very  complex  and will  have  differing  applications  depending  on
individual facts and  circumstances.  Each purchaser should obtain competent tax
advice prior to purchasing a contract issued under a qualified plan.

         Contracts issued pursuant to qualified plans include special provisions
restricting contract provisions that may otherwise be available and described in
this Prospectus. Generally, contracts issued pursuant to qualified plans are not
transferable except upon surrender or annuitization.  Various penalty and excise
taxes  may  apply  to  contributions  or  distributions  made  in  violation  of
applicable   limitations.   Furthermore,   certain   withdrawal   penalties  and
restrictions may apply to surrenders from qualified plan contracts.

         (a) H.R. 10 Plans

                  Section 401 of the Code permits  self-employed  individuals to
         establish qualified plans for themselves and their employees,  commonly
         referred to as "H.R.  10" or "Keogh" Plans.  Contributions  made to the
         plan for the benefit of the employees will not be included in the gross
         income  of the  employees  until  distributed  from the  plan.  The tax
         consequences  to owners may vary  depending  upon the  particular  plan
         design.  However,  the Code places  limitations and restrictions on all
         plans on such  items as:  amounts  of  allowable  contributions;  form,
         manner  and  timing  of  distributions;  transferability  of  benefits;
         vesting  and  non-forfeitability  of  interests;  nondiscrimination  in
         eligibility and participation;  and the tax treatment of distributions,
         withdrawals  and  surrenders.  Purchasers  of contracts for use with an
         H.R. 10 Plan should obtain competent tax advice as to the tax treatment
         and suitability of such an investment.

         (b) Tax-Sheltered Annuities

                  Section   403(b)  of  the  Code   permits   the   purchase  of
         "tax-sheltered  annuities"  by public  schools and certain  charitable,
         educational  and scientific  organizations  described in Section 501(c)
         (3) of the Code. These qualifying  employers may make  contributions to
         the contracts for the benefit of their  employees.  Such  contributions
         are not included in the gross income of the employee until the employee
         receives  distributions from the contract.  The amount of contributions
         to the tax-sheltered  annuity is limited to certain maximums imposed by
         the Code.  Furthermore,  the Code sets  forth  additional  restrictions
         governing    such    items    as    transferability,     distributions,
         non-discrimination  and  withdrawals.  Employee  loans are not  allowed
         under these contracts.  Any employee should obtain competent tax advice
         as to the tax treatment and suitability of such an investment.

         (c) Individual Retirement Annuities

                  Section  408(b) of the Code permits  eligible  individuals  to
         contribute to an individual  retirement program known as an "Individual
         Retirement  Annuity"  ("IRA").  Under applicable  limitations,  certain
         amounts may be contributed to an IRA which will be deductible  from the
         individual's  gross income.  These IRAs are subject to  limitations  on
         eligibility, contributions, transferability and distributions. Sales of
         contracts for use with IRAs are subject to special requirements imposed
         by the Code,  including  the  requirement  that  certain  informational
         disclosure be given to persons desiring to establish an IRA. Purchasers
         of contracts to be qualified as IRAs should obtain competent tax advice
         as to the tax treatment and suitability of such an investment.

         (d) Corporate Pension and Profit-Sharing Plans

                  Sections  401(a)  and  401(k)  of the  Code  permit  corporate
         employers to establish various types of retirement plans for employees.
         These  retirement  plans may permit the  purchase of the  contracts  to
         provide  benefits  under  the plan.  Contributions  to the plan for the
         benefit of  employees  will not be included in the gross  income of the
         employee  until  distributed  from the plan.  The tax  consequences  to
         owners may vary depending upon the particular plan design. However, the
         Code  places  limitations  on all  plans  on such  items as  amount  of
         allowable  contributions;  form,  manner and  timing of  distributions;
         vesting  and  non-forfeitability  of  interests;  nondiscrimination  in
         eligibility and participation;  and the tax treatment of distributions,
         transferability of benefits, withdrawals and surrenders.  Purchasers of
         contracts for use with corporate pension or profit sharing plans should
         obtain  competent tax advice as to the tax treatment and suitability of
         such an investment.

         (e) Non-Qualified Deferred Compensation Plans -- Section 457

                  Under Section 457 of the Code,  governmental and certain other
         tax-exempt employers may establish, for the benefit of their employees,
         deferred compensation plans which may invest in annuity contracts.  The
         Code, as in the case of qualified  plans,  establishes  limitations and
         restrictions on eligibility,  contributions  and  distributions.  Under
         these plans,  contributions  made for the benefit of the employees will
         not be included in the employees'  gross income until  distributed from
         the plan.

         (f) Roth IRAs

                  Beginning  in 1998,  individuals  may  purchase  a new type of
         non-deductible  IRA, known as a Roth IRA.  Purchase payments for a Roth
         IRA are  limited  to a  maximum  of  $2,000  per  year.  Lower  maximum
         limitations  apply to individuals  with adjusted gross incomes  between
         $95,000 and $110,000 in the case of single taxpayers,  between $150,000
         and $160,000 in the case of married taxpayers filing joint returns, and
         between  $0 and  $10,000  in  the  case  of  married  taxpayers  filing
         separately.  An overall $2,000 annual limitation  continues to apply to
         all of a taxpayer's IRA contributions, including Roth IRAs and non-Roth
         IRAs.

                  Qualified  distributions  from Roth IRAs are free from federal
         income tax. A qualified  distribution  requires that the individual has
         held the Roth IRA for at least five years and,  in  addition,  that the
         distribution is made either after the individual reaches age 59 1/2, on
         the individual's death or disability, or as a qualified first-time home
         purchase,  subject to a $10,000 lifetime maximum, for the individual, a
         spouse, child, grandchild, or ancestor. Any distribution which is not a
         qualified  distribution  is taxable to the  extent of  earnings  in the
         distribution.  Distributions  are  treated  as made from  contributions
         first and therefore no  distributions  are taxable until  distributions
         exceed the amount of contributions to the Roth IRA. The 10% penalty tax
         and the regular IRA  exceptions to the 10% penalty tax apply to taxable
         distributions from a Roth IRA.

                  Amounts may be rolled  over from one Roth IRA to another  Roth
         IRA. Furthermore, An individual may make a rollover contribution from a
         non-Roth IRA to a Roth IRA,  unless the  individual  has adjusted gross
         income over $100,000 or the individual is a married  taxpayer  filing a
         separate return.  The individual must pay tax on any portion of the IRA
         being rolled over that represents income or a previously deductible IRA
         contribution.  However,  for rollovers in 1998,  the individual may pay
         that tax ratably over the four taxable year periods  beginning with the
         tax year 1998.  There are no similar  limitations  on rollovers  from a
         Roth IRA to another Roth IRA.

Income Payments; Net Investment Factor

         See "Income Payments (The Income Phase)" in the Prospectus.

         The net  investment  factor  is an index  applied  to  measure  the net
investment performance of an investment portfolio from one valuation date to the
next.  Since the net  investment  factor may be greater or less than or equal to
one, and the factor that offsets the  investment  rate assumed is slightly  less
than one, the value of an annuity  unit (which  changes with the product of that
factor) and the net investment may increase, decrease or remain the same.



<PAGE>


         The  net  investment  factor  for  any  investment  portfolio  for  any
valuation  period is determined by dividing (a) by (b) and then  subtracting (c)
from the result where:

         (a) is the net result of:

                  (1)      the net  asset  value of a series  share  held in the
                           investment  portfolio  determined as of the valuation
                           date at the end of the valuation period, plus

                  (2)      the  per  share  amount  of  any  dividend  or  other
                           distribution   declared   by   the   series   if  the
                           "ex-dividend"   date  occurs   during  the  valuation
                           period, plus or minus

                  (3)      a per  share  credit or charge  with  respect  to any
                           taxes paid or reserved for by Jackson National during
                           the valuation  period which are determined by Jackson
                           National to be  attributable  to the operation of the
                           investment  portfolio  (no federal  income  taxes are
                           applicable under present law );

         (b)      is the  net  asset  value  of the  series  share  held  in the
                  investment  portfolio  determined as of the valuation  date at
                  the end of the preceding valuation period; and

         (c)      is the asset charge factor  determined by Jackson National for
                  the  valuation  period to reflect the charges for assuming the
                  mortality and expense risks and the administration charge.

<PAGE>
             











                      Jackson National Separate Account III



                                    [GRAPHIC](R)














                              Financial Statements

                              For the Period Ended
                                 June 30, 1998







<PAGE>

                    Jackson National Separate Account - III

                Statement of Assets and Liabilities (Unaudited)
                                 June 30, 1998


<TABLE>
<CAPTION>

                                                                                        Portfolios
                                                    --------------------------------------------------------------------------------
                                                                                                  JNL/JPM     JNL/PIMCO
                                                           JNL           JNL          JNL/  International         Total
                                                    Aggressive        Global      Alliance     & Emerging        Return   JNL/Putnam
                                                        Growth      Equities        Growth        Markets          Bond       Growth
                                                    ----------      --------      --------  -------------     ---------   ----------

<S>                                                   <C>           <C>           <C>           <C>           <C>           <C>     
Assets:

Investments in JNL Series Trust,
at market value
 (See Schedule of Investments) .................      $171,141      $258,363      $ 63,698      $ 13,602      $392,348      $264,849
Due from Jackson National Life
Insurance Company ..............................          --            --            --            --            --           3,000
Receivable for investments sold ................             7            11             3             1            16            11
                                                      --------      --------      --------      --------      --------      --------
Total Assets ...................................       171,148       258,374        63,701        13,603       392,364       267,860


Liabilities:

Payable for investments purchased ..............          --            --            --            --            --           3,000
Due to Jackson National Life
Insurance Company ..............................             7            11             3             1            16            11
                                                      --------      --------      --------      --------      --------      --------
Total Liabilities ..............................             7            11             3             1            16         3,011
                                                      --------      --------      --------      --------      --------      --------


Net Assets .....................................      $171,141      $258,363      $ 63,698      $ 13,602      $392,348      $264,849
                                                      ========      ========      ========      ========      ========      ========

Total Net Assets Represented by:
Number of units outstanding ...................        15,805        24,678         6,046         1,447        37,937        25,290
                                                      ========      ========      ========      ========      ========      ========
Unit value (net assets divided by
units outstanding) .............................      $  10.83      $  10.47      $  10.54      $   9.40      $  10.34      $  10.47
                                                      ========      ========      ========      ========      ========      ========
</TABLE>




                See accompanying notes to financial statements.

<PAGE>
                    Jackson National Separate Account - III

           Statement of Assets and Liabilities (Unaudited) (continued)
                                 June 30, 1998


<TABLE>
<CAPTION>

                                                                                          Portfolios
                                                    --------------------------------------------------------------------------------
                                                                     Goldman                                       PPM              
                                                    JNL/Putnam     Sachs/JNL    Lazard/JNL     Lazard/JNL  America/JNL       Salomon
                                                         Value      Growth &     Small Cap        Mid Cap        Money  Brothers/JNL
                                                        Equity        Income         Value          Value       Market      Balanced
                                                    ----------     ---------    ----------     ----------  ------------ ------------

<S>                                                   <C>           <C>           <C>           <C>           <C>           <C>     
Assets:

Investments in JNL Series Trust,
at market value
 (See Schedule of Investments) .................      $470,693      $172,448      $ 63,520      $ 34,854      $276,324      $320,715
Due from Jackson National Life
Insurance Company ..............................          --          15,000          --           3,000          --          12,000
Receivable for investments sold ................            19             6             3             1            11            13
                                                      --------      --------      --------      --------      --------      --------
Total Assets ...................................       470,712       187,454        63,523        37,855       276,335       332,728


Liabilities:

Payable for investments purchased ..............          --          15,000          --           3,000          --          12,000
Due to Jackson National Life
Insurance Company ..............................            19             6             3             1            11            13
                                                      --------      --------      --------      --------      --------      --------
Total Liabilities ..............................            19        15,006             3         3,001            11        12,013
                                                      --------      --------      --------      --------      --------      --------


Net Assets .....................................      $470,693      $172,448      $ 63,520      $ 34,854      $276,324      $320,715
                                                      ========      ========      ========      ========      ========      ========

Total Net Assets Represented by:
Number of units outstanding ....................        48,404        18,436         6,844         3,762        27,436        32,508
                                                      ========      ========      ========      ========      ========      ========
Unit value (net assets divided by
units outstanding) .............................      $   9.72      $   9.35      $   9.28      $   9.26      $  10.07      $   9.87
                                                      ========      ========      ========      ========      ========      ========
</TABLE>




                See accompanying notes to financial statements.
<PAGE>
                    Jackson National Separate Account - III

           Statement of Assets and Liabilities (Unaudited) (continued)
                                 June 30, 1998


<TABLE>
<CAPTION>
                                                                                             Portfolios
                                                               ---------------------------------------------------------------------
                                                                                                          T. Rowe
                                                                                       Salomon          Price/JNL            T. Rowe
                                                                    Salomon       Brothers/JNL      International          Price/JNL
                                                               Brothers/JNL         High Yield             Equity            Mid-Cap
                                                                Global Bond               Bond         Investment             Growth
                                                               ------------       ------------      -------------          ---------

<S>                                                                <C>                <C>                <C>                <C>     
Assets:

Investments in JNL Series Trust,
at market value
 (See Schedule of Investments) .........................           $186,780           $380,541           $ 27,986           $154,461
Due from Jackson National Life
Insurance Company ......................................             18,000              6,000               --                3,000
Receivable for investments sold ........................                  7                 15                  1                  6
                                                                   --------           --------           --------           --------
Total Assets ...........................................            204,787            386,556             27,987            157,467


Liabilities:

Payable for investments purchased ......................             18,000              6,000               --                3,000
Due to Jackson National Life
Insurance Company ......................................                  7                 15                  1                  6
                                                                   --------           --------           --------           --------
Total Liabilities ......................................             18,007              6,015                  1              3,006
                                                                   --------           --------           --------           --------


Net Assets .............................................           $186,780           $380,541           $ 27,986           $154,461
                                                                   ========           ========           ========           ========

Total Net Assets Represented by:
Number of units outstanding ............................             18,764             38,012              2,826             15,486
                                                                   ========           ========           ========           ========
Unit value (net assets divided by
units outstanding) .....................................           $   9.95           $  10.01           $   9.90           $   9.97
                                                                   ========           ========           ========           ========
</TABLE>




                See accompanying notes to financial statements.
<PAGE>
                    Jackson National Separate Account - III

           Statement of Assets and Liabilities (Unaudited) (continued)
                                 June 30, 1998


<TABLE>
<CAPTION>
                                                                                   Portfolios
                                             ---------------------------------------------------------------------------------------
                                                                                               JNL/S&P                       JNL/S&P
                                                  JNL/S&P        JNL/S&P        JNL/S&P           Very       JNL/S&P          Equity
                                             Conservative       Moderate     Aggressive     Aggressive        Equity      Aggressive
                                                Growth II      Growth II      Growth II      Growth II     Growth II       Growth II
                                             ------------      ---------     ----------     ----------     ---------      ----------

<S>                                            <C>            <C>            <C>            <C>            <C>            <C>       
Assets:

Investments in JNL Series Trust,
at market value
 (See Schedule of Investments) ...........     $2,315,657     $1,670,732     $  293,558     $  248,638     $  454,044     $  237,059
Due from Jackson National Life
Insurance Company ........................           --             --             --             --             --             --
Receivable for investments sold ..........             95             69             12             10             19             10
                                               ----------     ----------     ----------     ----------     ----------     ----------
Total Assets .............................      2,315,752      1,670,801        293,570        248,648        454,063        237,069


Liabilities:

Payable for investments purchased ........           --             --             --             --             --             --
Due to Jackson National Life
Insurance Company ........................             95             69             12             10             19             10
                                               ----------     ----------     ----------     ----------     ----------     ----------
Total Liabilities ........................             95             69             12             10             19             10
                                               ----------     ----------     ----------     ----------     ----------     ----------


Net Assets ...............................     $2,315,657     $1,670,732     $  293,558     $  248,638     $  454,044     $  237,059
                                               ==========     ==========     ==========     ==========     ==========     ==========

Total Net Assets Represented by:
Number of units outstanding ..............        234,656        169,132         29,898         24,575         46,480         23,974
                                               ==========     ==========     ==========     ==========     ==========     ==========
Unit value (net assets divided by
units outstanding) .......................     $     9.87     $     9.88     $     9.82     $    10.12     $     9.77     $     9.89
                                               ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>




                See accompanying notes to financial statements.
<PAGE>
                    Jackson National Separate Account - III

                      Statement of Operations (Unaudited)
For the period from April 1, 1998 (commencement of operations) to June 30, 1998

<TABLE>
<CAPTION>
                                                                                         Portfolios
                                                     -------------------------------------------------------------------------------
                                                                                                  JNL/JPM    JNL/PIMCO
                                                            JNL           JNL          JNL/  International       Total
                                                     Aggressive        Global      Alliance     & Emerging      Return    JNL/Putnam
                                                         Growth      Equities        Growth        Markets        Bond        Growth
                                                     ----------      --------      --------  -------------   ---------    ----------

<S>                                                    <C>           <C>           <C>          <C>           <C>          <C>     
Net realized gain from sales
of investments:

Proceeds from sales ..............................     $  4,798      $ 19,885      $    322     $  2,042      $    826     $ 13,102
Cost of investments sold .........................        4,822        19,983           322        2,158           818       13,308
                                                       --------      --------      --------     --------      --------     --------
Net realized gain from sales
of investments ...................................          (24)          (98)         --           (116)            8         (206)


Net unrealized gain on investments:

Unrealized gain beginning of year ................         --            --            --           --            --           --
Unrealized gain end of year ......................       10,881         8,178         3,780          (45)        4,341       11,793
                                                       --------      --------      --------     --------      --------     --------
Net unrealized gain (loss)
   on investments ................................       10,881         8,178         3,780          (45)        4,341       11,793
                                                       --------      --------      --------     --------      --------     --------


Net gain on investments ..........................       10,857         8,080         3,780         (161)        4,349       11,587


Expenses:

Administrative charge ............................           17            29             7            2            36           23
Mortality and expense charge .....................          151           260            68           17           322          205
                                                       --------      --------      --------     --------      --------     --------

Total Expenses ...................................          168           289            75           19           358          228
                                                       --------      --------      --------     --------      --------     --------

Increase (decrease) in net assets
resulting from operations ........................     $ 10,689      $  7,791      $  3,705     $   (180)     $  3,991     $ 11,359
                                                       ========      ========      ========     ========      ========     ========
</TABLE>




                See accompanying notes to financial statements.
<PAGE>
                   Jackson National Separate Account - III

                 Statement of Operations (Unaudited) (continued)
For the period from April 1, 1998 (commencement of operations) to June 30, 1998

<TABLE>
<CAPTION>

                                                                                         Portfolios
                                                    --------------------------------------------------------------------------------
                                                                     Goldman                                       PPM              
                                                    JNL/Putnam     Sachs/JNL    Lazard/JNL     Lazard/JNL  America/JNL       Salomon
                                                         Value      Growth &     Small Cap        Mid Cap        Money  Brothers/JNL
                                                        Equity        Income         Value          Value       Market      Balanced
                                                    ----------     ---------    ----------     ----------  ------------ ------------

<S>                                                   <C>           <C>           <C>           <C>           <C>          <C>     
Net realized gain from sales
of investments:

Proceeds from sales .............................     $ 15,109      $ 12,341      $  1,316      $  9,058      $ 14,764     $  9,486
Cost of investments sold ........................       15,567        12,724         1,365         9,602        14,764        9,548
                                                      --------      --------      --------      --------      --------     -------- 
Net realized gain from sales
of investments ..................................         (458)         (383)          (49)         (544)         --            (62)


Net unrealized gain on investments:

Unrealized gain beginning of year ...............         --            --            --            --            --           --
Unrealized gain end of year .....................          605           522          (994)         (690)        1,300         (541)
                                                      --------      --------      --------      --------      --------     -------- 
Net unrealized gain (loss)
   on investments ...............................          605           522          (994)         (690)        1,300         (541)
                                                      --------      --------      --------      --------      --------     -------- 


Net gain on investments .........................          147           139        (1,043)       (1,234)        1,300         (603)


Expenses:

Administrative charge ...........................           41            17             8             5            40           35
Mortality and expense charge ....................          368           155            71            40           364          316
                                                      --------      --------      --------      --------      --------     -------- 

Total Expenses ..................................          409           172            79            45           404          351
                                                      --------      --------      --------      --------      --------     -------- 

Increase (decrease) in net assets
resulting from operations .......................     $   (262)     $    (33)     $ (1,122)     $ (1,279)     $    896     $   (954)
                                                      ========      ========      ========      ========      ========     ======== 
</TABLE>




                See accompanying notes to financial statements.
<PAGE>

                   Jackson National Separate Account - III

                 Statement of Operations (Unaudited) (continued)
For the period from April 1, 1998 (commencement of operations) to June 30, 1998

<TABLE>
<CAPTION>

                                                                                             Portfolios
                                                               ---------------------------------------------------------------------
                                                                                                          T. Rowe
                                                                                       Salomon          Price/JNL            T. Rowe
                                                                    Salomon       Brothers/JNL      International          Price/JNL
                                                               Brothers/JNL         High Yield             Equity            Mid-Cap
                                                                Global Bond               Bond         Investment             Growth
                                                               ------------       ------------      -------------          ---------

<S>                                                              <C>                 <C>                <C>                <C>     
Net realized gain from sales
of investments:

Proceeds from sales ..................................           $    432            $  4,267           $     83           $ 11,298
Cost of investments sold .............................                431               4,259                 83             11,526
                                                                 --------            --------           --------           --------
Net realized gain from sales
of investments .......................................                  1                   8               --                 (228)


Net unrealized gain on investments:

Unrealized gain beginning of year ....................               --                  --                 --                 --
Unrealized gain end of year ..........................                (66)              1,227                486              5,946
                                                                 --------            --------           --------           --------
Net unrealized gain (loss)
   on investments ....................................                (66)              1,227                486              5,946
                                                                 --------            --------           --------           --------


Net gain on investments ..............................                (65)              1,235                486              5,718


Expenses:

Administrative charge ................................                 18                  34                  1                 15
Mortality and expense charge .........................                164                 308                 13                133
                                                                 --------            --------           --------           --------

Total Expenses .......................................                182                 342                 14                148
                                                                 --------            --------           --------           --------

Increase (decrease) in net assets
resulting from operations ............................           $   (247)           $    893           $    472           $  5,570
                                                                 ========            ========           ========           ========
</TABLE>




                See accompanying notes to financial statements.

<PAGE>

                   Jackson National Separate Account - III

                 Statement of Operations (Unaudited) (continued)
For the period from April 1, 1998 (commencement of operations) to June 30, 1998

<TABLE>
<CAPTION>
                                                                                   Portfolios
                                             ---------------------------------------------------------------------------------------
                                                                                               JNL/S&P                       JNL/S&P
                                                  JNL/S&P        JNL/S&P        JNL/S&P           Very       JNL/S&P          Equity
                                             Conservative       Moderate     Aggressive     Aggressive        Equity      Aggressive
                                               Growth II*     Growth II*     Growth II*     Growth II*    Growth II*      Growth II*
                                             ------------     ----------     ----------     ----------    ----------      ----------

<S>                                                  <C>           <C>           <C>           <C>           <C>           <C>     
Net realized gain from sales
of investments:

Proceeds from sales ............................     $ 44,519      $ 27,066      $  4,597      $  4,440      $  5,779      $  5,419
Cost of investments sold .......................       44,960        27,405         4,680         4,501         5,846         5,496
                                                     --------      --------      --------      --------      --------      -------- 
Net realized gain from sales
of investments .................................         (441)         (339)          (83)          (61)          (67)          (77)


Net unrealized gain on investments:

Unrealized gain beginning of year ..............         --            --            --            --            --            --
Unrealized gain end of year ....................      (19,096)       (6,486)       (1,281)        4,323        (1,038)         (820)
                                                     --------      --------      --------      --------      --------      -------- 
Net unrealized gain (loss)
   on investments ..............................      (19,096)       (6,486)       (1,281)        4,323        (1,038)         (820)
                                                     --------      --------      --------      --------      --------      -------- 


Net gain on investments ........................      (19,537)       (6,825)       (1,364)        4,262        (1,105)         (897)


Expenses:

Administrative charge ..........................          684           446            74            70            85            69
Mortality and expense charge ...................        6,154         4,017           668           627           769           621
                                                     --------      --------      --------      --------      --------      -------- 

Total Expenses .................................        6,838         4,463           742           697           854           690
                                                     --------      --------      --------      --------      --------      -------- 

Increase (decrease) in net assets
resulting from operations ......................     $(26,375)     $(11,288)     $ (2,106)     $  3,565      $ (1,959)     $ (1,587)
                                                     ========      ========      ========      ========      ========      ======== 
</TABLE>


- ----------
*period from April 13, 1998 (commencement of operations) to June 30, 1998.




                See accompanying notes to financial statements.
<PAGE>
                    Jackson National Separate Account - III

                Statements of Changes in Net Assets (Unaudited)
For the period from April 1, 1998 (commencement of operations) to June 30, 1998


<TABLE>
<CAPTION>

                                                                                        Portfolios
                                                    --------------------------------------------------------------------------------
                                                                                                  JNL/JPM     JNL/PIMCO
                                                           JNL           JNL          JNL/  International         Total
                                                    Aggressive        Global      Alliance     & Emerging        Return   JNL/Putnam
                                                        Growth      Equities        Growth        Markets          Bond       Growth
                                                    ----------      --------      --------  -------------     ---------   ----------

<S>                                                 <C>           <C>           <C>           <C>           <C>           <C>       
Operations:

Net realized gain from sales
of investments .................................    $     (24)    $     (98)    $    --       $    (116)    $       8     $    (206)
Net unrealized gain on investments .............       10,881         8,178         3,780           (45)        4,341        11,793
Administrative charge ..........................          (17)          (29)           (7)           (2)          (36)          (23)
Mortality and expense charge ...................         (151)         (260)          (68)          (17)         (322)         (205)
                                                    ---------     ---------     ---------     ---------     ---------     ---------

Increase in net assets resulting
from operations ................................       10,689         7,791         3,705          (180)        3,991        11,359


Net deposits into Separate Account
(Note 6) .......................................      160,452       250,572        59,993        13,782       388,357       253,490
                                                    ---------     ---------     ---------     ---------     ---------     ---------

Increase in net assets .........................      171,141       258,363        63,698        13,602       392,348       264,849


Net Assets:

Beginning of period ............................         --            --            --            --            --            --
                                                    ---------     ---------     ---------     ---------     ---------     ---------

End of period ..................................    $ 171,141     $ 258,363     $  63,698     $  13,602     $ 392,348     $ 264,849
                                                    =========     =========     =========     =========     =========     =========
</TABLE>




                See accompanying notes to financial statements.

<PAGE>
                    Jackson National Separate Account - III

           Statements of Changes in Net Assets (Unaudited) (continued)
For the period from April 1, 1998 (commencement of operations) to June 30, 1998


<TABLE>
<CAPTION>

                                                                                          Portfolios
                                                    --------------------------------------------------------------------------------
                                                                     Goldman                                       PPM              
                                                    JNL/Putnam     Sachs/JNL    Lazard/JNL     Lazard/JNL  America/JNL       Salomon
                                                         Value      Growth &     Small Cap        Mid Cap        Money  Brothers/JNL
                                                        Equity        Income         Value          Value       Market      Balanced
                                                    ----------     ---------    ----------     ----------  ------------ ------------

<S>                                                 <C>           <C>           <C>           <C>           <C>           <C>       
Operations:

Net realized gain from sales
of investments .................................    $    (458)    $    (383)    $     (49)    $    (544)    $    --       $     (62)
Net unrealized gain on investments .............          605           522          (994)         (690)        1,300          (541)
Administrative charge ..........................          (41)          (17)           (8)           (5)          (40)          (35)
Mortality and expense charge ...................         (368)         (155)          (71)          (40)         (364)         (316)
                                                    ---------     ---------     ---------     ---------     ---------     ---------

Increase in net assets resulting
from operations ................................         (262)          (33)       (1,122)       (1,279)          896          (954)


Net deposits into Separate Account
(Note 6) .......................................      470,955       172,481        64,642        36,133       275,428       321,669
                                                    ---------     ---------     ---------     ---------     ---------     ---------

Increase in net assets .........................      470,693       172,448        63,520        34,854       276,324       320,715


Net Assets:

Beginning of period ............................         --            --            --            --            --            --
                                                    ---------     ---------     ---------     ---------     ---------     ---------

End of period ..................................    $ 470,693     $ 172,448     $  63,520     $  34,854     $ 276,324     $ 320,715
                                                    =========     =========     =========     =========     =========     =========
</TABLE>


                                                          Portfolios
                                                 ------------------------------
                                                                        Salomon
                                                      Salomon      Brothers/JNL
                                                 Brothers/JNL        High Yield
                                                  Global Bond              Bond
                                                 ------------      ------------

Operations:

Net realized gain from sales
of investments ...............................       $       1        $       8
Net unrealized gain on investments ...........             (66)           1,227
Administrative charge ........................             (18)             (34)
Mortality and expense charge .................            (164)            (308)

Increase in net assets resulting
from operations ..............................            (247)             893


Net deposits into Separate Account
(Note 6) .....................................         187,027          379,648

Increase in net assets .......................         186,780          380,541


Net Assets:

Beginning of period ..........................            --               --

End of period ................................       $ 186,780        $ 380,541




                See accompanying notes to financial statements.
<PAGE>
                    Jackson National Separate Account - III

           Statements of Changes in Net Assets (Unaudited) (continued)
For the period from April 1, 1998 (commencement of operations) to June 30, 1998


<TABLE>
<CAPTION>
                                                                                    Portfolios
                                            ----------------------------------------------------------------------------------------
                                                  T. Rowe
                                                Price/JNL        T. Rowe                                                     JNL/S&P
                                            International      Price/JNL         JNL/S&P        JNL/S&P       JNL/S&P           Very
                                                   Equity        Mid-Cap    Conservative       Moderate    Aggressive     Aggressive
                                               Investment         Growth      Growth II*     Growth II*    Growth II*     Growth II*
                                            -------------      ---------    ------------     ----------    ----------     ----------

<S>                                          <C>            <C>            <C>            <C>            <C>            <C>         
Operations:

Net realized gain from sales
of investments ...........................   $      --      $      (228)   $      (441)   $      (339)   $       (83)   $       (61)
Net unrealized gain on investments .......           486          5,946        (19,096)        (6,486)        (1,281)         4,323
Administrative charge ....................            (1)           (15)          (684)          (446)           (74)           (70)
Mortality and expense charge .............           (13)          (133)        (6,154)        (4,017)          (668)          (627)
                                             -----------    -----------    -----------    -----------    -----------    -----------

Increase in net assets resulting
from operations ..........................           472          5,570        (26,375)       (11,288)        (2,106)         3,565


Net deposits into Separate Account
(Note 6) .................................        27,514        148,891      2,342,032      1,682,020        295,664        245,073
                                             -----------    -----------    -----------    -----------    -----------    -----------

Increase in net assets ...................        27,986        154,461      2,315,657      1,670,732        293,558        248,638


Net Assets:

Beginning of period ......................          --             --             --             --             --             --
                                             -----------    -----------    -----------    -----------    -----------    -----------

End of period ............................   $    27,986    $   154,461    $ 2,315,657    $ 1,670,732    $   293,558    $   248,638
                                             ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

- ----------
*Period from April 13, 1998 (commencement of operations) to June 30, 1998.




                See accompanying notes to financial statements.
<PAGE>
                    Jackson National Separate Account - III

           Statements of Changes in Net Assets (Unaudited) (continued)
For the period from April 1, 1998 (commencement of operations) to June 30, 1998


                                                             Portfolios
                                                    ----------------------------
                                                                         JNL/S&P
                                                       JNL/S&P            Equity
                                                        Equity        Aggressive
                                                    Growth II*        Growth II*
                                                    ----------        ----------

Operations:

Net realized gain from sales
of investments ...............................       $     (67)       $     (77)
Net unrealized gain (loss)
on investments ...............................          (1,038)            (820)
Administrative charge ........................             (85)             (69)
Mortality and expense charge .................            (769)            (621)
                                                     ---------        ---------

Increase (decrease) in net assets
resulting from operations ....................          (1,959)          (1,587)


Net deposits into Separate Account
(Note 6) .....................................         456,003          238,646
                                                     ---------        ---------

Increase in net assets .......................         454,044          237,059


Net Assets:

Beginning of period ..........................            --               --
                                                     ---------        ---------

End of period ................................       $ 454,044        $ 237,059
                                                     =========        =========


- ----------
*Period from April 13, 1998 (commencement of operations) to June 30, 1998.




                See accompanying notes to financial statements.
<PAGE>
                     Jackson National Separate Account - III

                       Schedule of Investments (Unaudited)
                                  June 30, 1998

<TABLE>
<CAPTION>

                                                                              Number                           Market
JNL Series Trust                                                            of Shares          Cost             Value
- ----------------                                                         --------------- ---------------- ----------------


<S>                                                                            <C>           <C>              <C>     
JNL Aggressive Growth.............................................             9,060         $160,260         $171,141

JNL Global Equities...............................................            11,664          250,185          258,363

JNL/Alliance Growth...............................................             5,647           59,918           63,698

JNL/JPM International & Emerging Markets..........................             1,330           13,647           13,602

JNL/PIMCO Total Return Bond.......................................            37,981          388,007          392,348

JNL/Putnam Growth.................................................            12,709          253,056          264,849

JNL/Putnam Value Equity...........................................            25,820          470,088          470,693

Goldman Sachs/JNL Growth & Income.................................            17,705          171,926          172,448

Lazard/JNL Small Cap Value........................................             6,589           64,514           63,520

Lazard/JNL Mid Cap Value..........................................             3,604           35,544           34,854

PPM America/JNL Money Market......................................           276,324          275,024          276,324

Salomon Brothers/JNL Balanced.....................................            31,350          321,256          320,715

Salomon Brothers/JNL Global Bond..................................            16,384          186,846          186,780

Salomon Brothers/JNL High Yield Bond..............................            37,529          379,314          380,541

T. Rowe Price/JNL International Equity Investment.................             2,040           27,500           27,986

T. Rowe Price/JNL Mid-Cap Growth..................................             7,624          148,515          154,461

JNL/S&P Conservative Growth II....................................           233,905        2,334,753        2,315,657

JNL/S&P Moderate Growth II........................................           168,591        1,677,218        1,670,732

JNL/S&P Aggressive Growth II......................................            29,803          294,839          293,558

JNL/S&P Very Aggressive Growth II.................................            24,496          244,315          248,638

JNL/S&P Equity Growth II..........................................            46,331          455,082          454,044

JNL/S&P Equity Aggressive Growth II...............................            23,897          237,879          237,059
</TABLE>




                See accompanying notes to financial statements.
<PAGE>

                     Jackson National Separate Account - III

                    Notes to Financial Statements (Unaudited)
                                  June 30, 1998


Note 1 - Organization
- ---------------------

         Jackson  National Life Insurance  Company ("JNL")  established  Jackson
         National Separate Account - III (the "Separate Account") on October 23,
         1997. The Separate Account  commenced  operations on April 1, 1998, and
         is  registered  under  the  Investment  Company  Act of  1940 as a unit
         investment  trust.  The  Separate  Account  receives  and  invests  net
         premiums for individual  flexible premium  variable  annuity  contracts
         issued by JNL. The  contracts  can be purchased on a non-tax  qualified
         basis or in  connection  with certain  plans  qualifying  for favorable
         federal income tax treatment.  The Separate Account currently  contains
         twenty-two Portfolios, each of which invests in the following series of
         the JNL Series Trust:

                    JNL Aggressive Growth Series
                    JNL Global Equities Series
                    JNL/Alliance Growth Series
                    JNL/JPM International & Emerging Markets Series
                    JNL/PIMCO Total Return Bond Series
                    JNL/Putnam Growth Series
                    JNL/Putnam Value Equity Series
                    Goldman Sachs/JNL Growth & Income Series
                    Lazard/JNL Small Cap Value Series
                    Lazard/JNL Mid Cap Value Series
                    PPM America/JNL Money Market Series
                    Salomon Brothers/JNL Balanced Series
                    Salomon Brothers/JNL Global Bond Series
                    Salomon Brothers/JNL High Yield Bond Series
                    T. Rowe Price/JNL International Equity Investment Series
                    T. Rowe Price/JNL Mid-Cap Growth Series
                    JNL/S&P Conservative Growth Series II
                    JNL/S&P Moderate Growth Series II
                    JNL/S&P Aggressive Growth Series II
                    JNL/S&P Very Aggressive Growth Series II
                    JNL/S&P Equity Growth Series II
                    JNL/S&P Equity Aggressive Growth Series II

Note 2 - Significant Accounting Policies
- ----------------------------------------

         The following is a summary of significant  accounting policies followed
         by the Separate Account in the preparation of its financial statements.
         The policies  are in  conformity  with  generally  accepted  accounting
         principles.


<PAGE>

                     Jackson National Separate Account - III

              Notes to Financial Statements (Unaudited) (continued)

Note 2 - Significant Accounting Policies (continued)
- ----------------------------------------------------

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  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
         -----------

                  The Separate  Account's  investments  in the series of the JNL
                  Series  Trust  are  stated  at the  net  asset  values  of the
                  respective   series.  The  average  cost  method  is  used  in
                  determining  the cost of the shares sold on withdrawals by the
                  Separate  Account.  Fund share  transactions  are  recorded on
                  trade date (same as  settlement  date).  The series follow the
                  accounting practice known as consent dividending,  whereby all
                  of its net investment income and realized gains are treated as
                  being  distributed to the Separate Account and are immediately
                  reinvested in the series.

         Federal Income Taxes
         --------------------

                  The  operations  of the  Separate  Account are included in the
                  federal  income tax  return of JNL,  which is taxed as a "life
                  insurance  company"  under  the  provisions  of  the  Internal
                  Revenue Code. JNL anticipates no tax liability  resulting from
                  the operations of the Separate Account.  Therefore, no federal
                  income tax has been provided.

Note 3 - Policy Charges
- -----------------------

         Charges are deducted from the Separate  Account to  compensate  JNL for
         providing   the  insurance   benefits  set  forth  in  the   contracts,
         administering the contracts,  distributing the contracts,  and assuming
         certain risks in connection with the contract.

         Contract Maintenance Charge
         ---------------------------

         An annual  contract  maintenance  charge of $50 is charged against each
         contract to reimburse  JNL for expenses  incurred in  establishing  and
         maintaining records relating to the contract.  The contract maintenance
         charge is assessed on each anniversary of the contract date that occurs
         on or prior to the annuity  date.  The charge is deducted by  redeeming
         units.  For the period  ended June  30,1998,  no  contract  maintenance
         charges were assessed.
<PAGE>


                     Jackson National Separate Account - III

              Notes to Financial Statements (Unaudited) (continued)


Note 3 - Policy Charges (continued)
- -----------------------------------

         Transfer Fee Charge
         -------------------

                  A transfer  fee of $25 will apply to transfers in excess of 15
                  transfers in a contract  year.  JNL may waive the transfer fee
                  in connection with pre-authorized automatic transfer programs,
                  or in those states where a lesser fee is required.

                  This fee will be deducted from contract values which remain in
                  the  portfolio(s)  from which the transfers were made. If such
                  remaining  contract value is  insufficient to pay the transfer
                  fee, then the fee will be deducted from  transferred  contract
                  values.  For the period ended June 30, 1998,  no transfer fees
                  were assessed.

         Administration Charge
         ---------------------

                  JNL deducts a daily charge for  administrative  expenses  from
                  the net assets of the Separate Account equivalent to an annual
                  rate of  0.15%.  The  administration  charge  is  designed  to
                  reimburse  JNL  for  administrative  expenses  related  to the
                  Separate   Account  and  the  issuance  and   maintenance   of
                  contracts.

         Mortality and Expense Charge
         ----------------------------

                  A daily  charge is made for the  mortality  and expense  risks
                  assumed by JNL.  JNL deducts a daily charge from the assets of
                  the Separate Account equivalent to an annual rate of 1.35% for
                  the assumption of mortality and expense  risks.  The mortality
                  risk  assumed by JNL is that the insured may receive  benefits
                  greater  than  those  anticipated  by JNL.  The  expense  risk
                  assumed  by  JNL  is  that  the  costs  of  administering  the
                  contracts  of the  Separate  Account  will  exceed  the amount
                  received  from  the  Administration  Charge  and the  Contract
                  Maintenance Charge.
<PAGE>

                     Jackson National Separate Account - III

              Notes to Financial Statements (Unaudited) (continued)


Note 4 - Purchases and Sales of Investments
- -------------------------------------------

         For the period ended June 30, 1998,  purchases  and proceeds from sales
         of investments in the JNL Series Trust are as follows:
<TABLE>
<CAPTION>

                                                                                            Proceeds
JNL Series Trust                                                           Purchases       from Sales
- ----------------                                                         ---------------- ----------------


<S>                                                                           <C>                <C>   
JNL Aggressive Growth..................................................       $165,082           $4,798

JNL Global Equities....................................................        270,168           19,885

JNL/Alliance Growth....................................................         60,240              322

JNL/JPM International & Emerging Markets...............................         15,805            2,042

JNL/PIMCO Total Return Bond............................................        388,825              826

JNL/Putnam Growth......................................................        266,364           13,102

JNL/Putnam Value Equity................................................        485,655           15,109

Goldman Sachs/JNL Growth & Income......................................        184,650           12,341

Lazard/JNL Small Cap Value.............................................         65,879            1,316

Lazard/JNL Mid Cap Value...............................................         45,146            9,058

PPM America/JNL Money Market...........................................        289,788           14,764

Salomon Brothers/JNL Balanced..........................................        330,804            9,486

Salomon Brothers/JNL Global Bond.......................................        187,277              432

Salomon Brothers/JNL High Yield Bond...................................        383,573            4,267

T. Rowe Price/JNL International Equity Investment......................         27,583               83

T. Rowe Price/JNL Mid-Cap Growth.......................................        160,041           11,298

JNL/S&P Conservative Growth II.........................................      2,379,713           44,519

JNL/S&P Moderate Growth II.............................................      1,704,623           27,066

JNL/S&P Aggressive Growth II...........................................        299,519            4,597

JNL/S&P Very Aggressive Growth II......................................        248,816            4,440

JNL/S&P Equity Growth II...............................................        460,928            5,779

JNL/S&P Equity Aggressive Growth II....................................        243,375            5,419
</TABLE>

<PAGE>

                     Jackson National Separate Account - III

              Notes to Financial Statements (Unaudited) (continued)


Note 5 -  Accumulation of Unit Activity

     The  following is a  reconciliation  of unit  activity for the period ended
June 30, 1998:
<TABLE>
<CAPTION>

                                          Units                                   Units
                                       Outstanding      Units        Units     Outstanding
Portfolio:                              at 3/31/98     Issued      Redeemed    at 6/30/98
- ----------                              ----------     ------      --------    ----------


<S>                                                     <C>           <C>         <C>   
JNL Aggressive Growth...............           -        16,270        (465)       15,805

JNL Global Equities.................           -        26,626      (1,948)       24,678

JNL/Alliance Growth.................           -         6,071         (25)        6,046

JNL/JPM International & Emerging              
Markets.............................           -         1,672        (225)        1,447

JNL/PIMCO Total Return Bond.........           -        37,983         (46)       37,937

JNL/Putnam Growth...................           -        26,615      (1,325)       25,290

JNL/Putnam Value Equity.............           -        49,930      (1,526)       48,404

Goldman Sachs/JNL Growth & Income...           -        19,769      (1,333)       18,436

Lazard/JNL Small Cap Value..........           -         6,976        (132)        6,844

Lazard/JNL Mid Cap Value............           -         4,716        (954)        3,762

PPM America/JNL Money Market........           -        28,865      (1,429)       27,436

Salomon Brothers/JNL Balanced.......           -        33,431        (923)       32,508

Salomon Brothers/JNL Global Bond....           -        18,789         (25)       18,764

Salomon Brothers/JNL High Yield Bond           -        38,405        (393)       38,012

T. Rowe Price/JNL International
Equity Investment...................           -         2,833          (7)        2,826

T. Rowe Price/JNL Mid-Cap Growth....           -        16,663      (1,177)       15,486

JNL/S&P Conservative Growth II......           -       238,468      (3,812)      234,656

JNL/S&P Moderate Growth II..........           -       171,428      (2,296)      169,132

JNL/S&P Aggressive Growth II........           -        30,292        (394)       29,898

JNL/S&P Very Aggressive Growth II...           -        24,956        (381)       24,575

JNL/S&P Equity Growth II............           -        46,980        (500)       46,480

JNL/S&P Equity Aggressive Growth II.           -        24,454        (480)       23,974
</TABLE>
<PAGE>

                     Jackson National Separate Account - III

              Notes to Financial Statements (Unaudited) (continued)


Note 6 - Reconciliation of Gross and Net Deposits into the Separate Account
- ---------------------------------------------------------------------------

         Deposits into the Separate  Account  purchase  shares of the JNL Series
         Trust. Net deposits  represent the amounts  available for investment in
         such shares  after the  deduction of  applicable  policy  charges.  The
         following is a summary of net  deposits  made for the period ended June
         30, 1998:

<TABLE>
<CAPTION>

                                                                                         JNL/JPM        JNL/PIMCO
                                           JNL             JNL                         International      Total
                                        Aggressive        Global       JNL/Alliance     & Emerging       Return        JNL/Putnam
                                          Growth         Equities         Growth         Markets          Bond           Growth
                                       -------------   -------------   -------------   -------------  --------------  -------------

                                        Period from     Period from    Period from     Period from     Period from    Period from
                                         April 1,         April 1,       April 1,        April 1,        April 1,       April 1,
                                           1998*           1998*          1998*           1998*           1998*          1998*
                                            to               to             to              to              to             to
                                         June 30,        June 30,       June 30,        June 30,        June 30,       June 30,
                                           1998            1998           1998            1998            1998           1998
                                       --------------   -------------  -------------   -------------   -------------  -------------

<S>                                    <C>              <C>            <C>             <C>             <C>            <C>       
Proceeds from units issued..........   $  163,874       $  268,917     $   47,550      $    5,222      $  388,825     $  253,990
Value of units redeemed.............          (144)            (275)          (246)              -            (263)          (246)
Transfers between funds and
   general account..................        (3,278)         (18,070)        12,689           8,560            (205)          (254)
                                       --------------   -------------  -------------   -------------   -------------  -------------

Total gross deposits net of
   transfers to general account.....       160,452          250,572         59,993          13,782         388,357        253,490

Deductions:
Policyholder charges................             -                -              -               -               -              -
                                       --------------   -------------  -------------   -------------   -------------  -------------


Net deposits from policyholders.....   $   160,452      $   250,572    $    59,993     $    13,782     $   388,357    $   253,490
                                       ==============   =============  =============   =============   =============  =============
</TABLE>

- -------------------------------------
*Commencement of operations.
<PAGE>

                     Jackson National Separate Account - III

              Notes to Financial Statements (Unaudited) (continued)




Note 6 - Reconciliation of Gross and Net Deposits
         into the Separate Account (continued)
- -------------------------------------------------


<TABLE>
<CAPTION>

                                                         Goldman                                           PPM
                                        JNL/Putnam      Sachs/JNL       Lazard/JNL      Lazard/JNL     America/JNL      Salomon
                                          Value          Growth &       Small Cap        Mid Cap          Money       Brothers/JNL
                                          Equity          Income          Value           Value          Market         Balanced
                                       -------------   -------------   -------------   -------------  --------------  -------------

                                       Period from     Period from     Period from     Period from     Period from    Period from
                                         April 1,        April 1,        April 1,        April 1,       April 1,        April 1,
                                          1998*           1998*           1998*           1998*           1998*          1998*
                                            to              to              to              to             to              to
                                        June 30,        June 30,        June 30,        June 30,        June 30,       June 30,
                                          1998            1998            1998            1998            1998           1998
                                       -------------   -------------   -------------   -------------  --------------  -------------

<S>                                    <C>             <C>             <C>             <C>            <C>             <C>        
Proceeds from units issued..........   $   474,014     $   173,056     $    57,885     $    43,361    $   289,787     $   330,812
Value of units redeemed.............        (1,116)           (613)           (121)           (649)             -             (90)
Transfers between funds and
   general account..................        (1,943)             38           6,878          (6,579)       (14,359)         (9,053)
                                       -------------   -------------   -------------   -------------  --------------  -------------

Total gross deposits net of
   transfers to general account.....       470,955         172,481          64,642          36,133        275,428         321,669

Deductions:
Policyholder charges................             -               -               -               -              -               -
                                       -------------   -------------   -------------   -------------  --------------  -------------


Net deposits from policyholders.....   $   470,955     $   172,481     $    64,642     $    36,133    $   275,428     $   321,669
                                       =============   =============   =============   =============  ==============  =============

</TABLE>

- -------------------------------------
*Commencement of operations.

<PAGE>


                     Jackson National Separate Account - III

              Notes to Financial Statements (Unaudited) (continued)




Note 6 - Reconciliation of Gross and Net Deposits
         into the Separate Account (continued)
- -------------------------------------------------

<TABLE>
<CAPTION>

                                                                         T. Rowe
                                          Salomon         Salomon       Price/JNL        T. Rowe                                    
                                       Brothers/JNL    Brothers/JNL    International    Price/JNL         JNL/S&P         JNL/S&P   
                                          Global        High Yield        Equity         Mid-Cap       Conservative       Moderate  
                                           Bond            Bond         Investment        Growth         Growth II       Growth II  
                                       --------------  --------------  -------------   -------------   -----------------------------
                                       
                                        Period from     Period from    Period from     Period from      Period from     Period from 
                                         April 1,        April 1,        April 1,        April 1,        April 13,       April 13,  
                                           1998*           1998*          1998*           1998*            1998*           1998*    
                                            to              to              to              to              to               to     
                                         June 30,        June 30,       June 30,        June 30,         June 30,        June 30,   
                                           1998            1998           1998            1998             1998            1998     
                                       --------------  --------------  -------------   -------------   --------------  -------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>          
Proceeds from units issued..........   $   186,981     $   352,955     $    27,580     $   147,792     $   226,604     $   413,821  
Value of units redeemed.............          (250)           (219)            (66)            (66)        (37,681)        (22,602) 
Transfers between funds and            
   general account..................           296          26,912               -           1,165       2,153,109       1,290,801  
                                       --------------  --------------  -------------   -------------   --------------  -------------
                                       
Total gross deposits net of            
   transfers to general account.....       187,027         379,648          27,514         148,891       2,342,032       1,682,020  
                                       
Deductions:                            
Policyholder charges................             -               -               -               -               -               -  
                                       --------------  --------------  -------------   -------------   --------------  -------------
                                       
                                       
Net deposits from policyholders.....   $    187,027    $    379,648    $     27,514    $    148,891    $  2,342,032    $   1,682,020
                                       ==============  ==============  =============   =============   ==============  =============
</TABLE>

                                       
                                                           JNL/S&P       
                                          JNL/S&P           Very         
                                        Aggressive       Aggressive      
                                         Growth II        Growth II      
                                       -------------------------------   
                                                                         
                                        Period from      Period from     
                                         April 13,        April 13,      
                                           1998*            1998*        
                                            to               to          
                                         June 30,         June 30,       
                                           1998             1998         
                                       --------------   --------------   

Proceeds from units issued..........   $     84,207     $    32,586      
Value of units redeemed.............        (3,854)          (3,744)     
Transfers between funds and                                              
   general account..................       215,311          216,231      
                                       --------------   --------------   
                                                                         
Total gross deposits net of                                              
   transfers to general account.....       295,664          245,073      
                                                                         
Deductions:                                                              
Policyholder charges................             -                -      
                                       --------------   --------------   
                                                                         
                                                                         
Net deposits from policyholders.....   $   295,664      $   245,073      
                                       ==============   ==============   



- -------------------------------------
*Commencement of operations.

<PAGE>


                     Jackson National Separate Account - III

              Notes to Financial Statements (Unaudited) (continued)


Note 6 - Reconciliation of Gross and Net Deposits
         into the Separate Account (continued)
- -------------------------------------------------


                                                           JNL/S&P
                                          JNL/S&P          Equity
                                          Equity         Aggressive
                                         Growth II        Growth II
                                       -------------    --------------

                                        Period from      Period from
                                         April 13,        April 13,
                                           1998*            1998*
                                            to               to
                                         June 30,         June 30,
                                           1998             1998
                                       --------------   --------------

Proceeds from units issued..........   $   244,417      $    27,064
Value of units redeemed.............        (3,715)          (3,720)
Transfers between funds and
   general account..................       215,301          215,302
                                       --------------   --------------

Total gross deposits net of
   transfers to general account.....       456,003          238,646

Deductions:
Policyholder charges................             -                -
                                       --------------   --------------


Net deposits from policyholders.....   $   456,003      $   238,646
                                       ==============   ==============


- -------------------------------------
*Commencement of operations.
<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                        Consolidated Financial Statements


              











                     Jackson National Life Insurance Company



                                    [GRAPHIC](R)














                              Financial Statements







<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholder of
  Jackson National Life Insurance Company


In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  income  statements and  consolidated  statements of  stockholder's
equity and of cash flows present fairly, in all material respects, the financial
position of Jackson National Life Insurance  Company and its  subsidiaries  (the
"Company")  at December 31, 1997 and 1996,  and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 1997, 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  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/ Price Waterhouse LLP




February  6, 1998



          See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>

Consolidated Balance Sheet
(In thousands)

- --------------------------------------------------------------------------------
                                                                                            December 31,
                                                                                        1997             1996
                                                                                  ---------------- ----------------
<S>                                                                               <C>               <C>          
Assets
   Investments:
     Cash and short-term investments                                              $    2,526,163    $     660,246
     Fixed maturities held to maturity, at amortized cost
       (market value: 1996, $4,160,485)                                                        -        4,168,277
     Investments available for sale, at market value:
       Fixed maturities (amortized cost: 1997, $25,622,420; 1996, $19,796,064)        26,604,978       20,225,507
       Equities (cost: 1997; $157,916; 1996, $156,767)                                   252,963          202,442
     Mortgage loans                                                                    1,597,223          843,860
     Policy loans                                                                        624,192          594,962
     Other invested assets                                                               171,220          118,662
                                                                                  ---------------- ----------------
         Total investments                                                            31,776,739       26,813,956

   Accrued investment income                                                             386,412          338,099
   Deferred acquisition costs                                                          1,140,034        1,231,388
   Variable annuity assets                                                             1,122,239          369,569
   Reinsurance recoverable                                                               226,219          155,451
   Value of acquired insurance in force                                                  169,245          183,284
   Deferred income taxes                                                                       -          131,470
   Other assets                                                                           80,197           75,373
                                                                                  ================ ================
         Total assets                                                             $   34,901,085    $  29,298,590
                                                                                  ================ ================

Liabilities and Stockholder's Equity
     Liabilities
     Policy reserves and liabilities:
       Reserves for future policy benefits                                        $      661,728    $     624,733
       Deposits on investment contracts                                               25,125,774       24,021,621
       Guaranteed investment contracts                                                 2,769,249        1,464,010
       Other policyholder funds                                                           15,674           16,098
       Claims payable                                                                    159,022          139,617
     Reverse repurchase and dollar roll repurchase agreements                          1,426,473                -
     Variable annuity liabilities                                                      1,122,239          369,569
     Surplus note payable                                                                249,168                -
     Liability for guaranty fund assessments                                              81,776           89,104
     Income taxes currently payable to Parent                                            143,295          140,364
     Deferred income taxes                                                                43,086                -
     Other liabilities                                                                   488,452          419,523
                                                                                  ---------------- ----------------
         Total liabilities                                                            32,285,936       27,284,639
                                                                                  ---------------- ----------------

     Stockholder's Equity
     Capital stock, $1.15 par value; authorized 50,000 shares;
       outstanding 12,000 shares
                                                                                          13,800           13,800
     Additional paid-in capital                                                          832,982          648,982
     Net unrealized gain on investments,
       net of tax of $237,212 in 1997 and $97,155 in 1996                                440,537          180,432
     Retained earnings                                                                 1,327,830        1,170,737
                                                                                  ---------------- ----------------
     Total stockholder's equity                                                        2,615,149        2,013,951
                                                                                  ================ ================
         Total liabilities and stockholder's equity                               $   34,901,085    $  29,298,590
                                                                                  ================ ================

</TABLE>
          See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>

Consolidated Income Statement
(In thousands)

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


                                                                          Years Ended December 31,
                                                               1997                 1996                1995
                                                          -----------------    -----------------  ------------------
<S>                                                        <C>                    <C>               <C>          
Revenues 
   Premiums and other considerations                       $       275,851        $     292,448     $      310,231

   Net investment income                                         2,242,101            1,997,032          1,836,372

   Net realized investment gains                                    80,335               18,573             84,626

   Fee income:
     Mortality charges                                             136,285              123,245            128,695
     Surrender charges                                              66,638               64,933             54,380
     Expense charges                                                20,175               20,641             20,308
     Variable annuity fees                                          10,202                1,948                  -
     Net asset management fees                                       5,219                  946                201
     Net retained commissions                                          443                  325                168
                                                          -----------------    -----------------  ------------------
   Total fee income                                                238,962                                 203,752
                                                                                        212,038

   Other income                                                     31,251               28,741              8,768
                                                          -----------------    -----------------  ------------------
     Total revenues                                              2,868,500            2,548,832          2,443,749
                                                          -----------------    -----------------  ------------------

Benefits and Expenses
   Death benefits                                                  279,014                                 281,011
                                                                                        282,973
   Interest credited on deposit liabilities                      1,586,249            1,449,852          1,379,435
   Interest expense on surplus notes                                16,330                    -                  -
   Increase (decrease) in reserves, net of
      reinsurance recoverables                                     (23,292)               3,568             43,680
   Other policyholder benefits                                      16,170               14,446             17,511
   Commissions                                                     274,906              232,901            214,060
   General and administrative expenses                             169,473              146,800            127,389
   Taxes, licenses and fees                                         21,852               23,535             56,472
   Deferral of acquisition costs                                  (320,246)            (262,351)          (227,093)
   Amortization of acquisition costs                               216,112              175,062            142,308
   Amortization of insurance in force                               14,039               13,279             12,379
                                                          -----------------    -----------------  ------------------
     Total benefits and expenses                                 2,250,607            2,080,065          2,047,152
                                                          -----------------    -----------------  ------------------
     Pretax income                                                 617,893              468,767            396,597
   Income tax expense                                              216,300              164,100            140,000
                                                          -----------------    -----------------  ------------------

     Net income                                            $       401,593        $     304,667     $       256,597
                                                          =================    =================  ==================


</TABLE>
          See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>

Consolidated Statement of Stockholder's Equity
(In thousands)

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

                                                                          Years Ended December 31,
                                                               1997                 1996                1995
                                                          -----------------    -----------------  ------------------
<S>                                                                <C>                  <C>                <C>   
Capital stock, beginning and end of year                   $        13,800        $      13,800     $       13,800
                                                          -----------------    -----------------  ------------------ 
Additional paid-in capital
Beginning of year                                                  648,982              603,982            603,982
   Capital contributions                                           184,000               45,000                  -
                                                          -----------------    -----------------  ------------------
End of year                                                                                                603,982
                                                                   832,982              648,982
                                                          -----------------    -----------------  ------------------

Net unrealized gain (loss) on investments
Beginning of year                                                                                         (353,692)
                                                                   180,432              389,883
   Change in market value of investments
     available for sale, net of taxes and
     related deferred acquisition costs                            260,105             (209,451)           743,575
                                                          -----------------    -----------------  ------------------
End of year                                                                                                389,883
                                                                   440,537              180,432
                                                          -----------------    -----------------  ------------------

Retained earnings
Beginning of year                                                1,170,737                                 648,473
                                                                                        885,570
   Net income                                                      401,593              304,667            256,597
   Dividends paid to stockholder                                  (244,500)             (19,500)           (19,500)
                                                          -----------------    -----------------  ------------------
End of year                                                      1,327,830            1,170,737            885,570
                                                          -----------------    -----------------  ------------------


Total stockholder's equity                                 $     2,615,149        $   2,013,951     $     1,893,235
                                                          =================    =================  ==================


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Consolidated Statement of Cash Flows
(In thousands)

- --------------------------------------------------------------------------------
                                                                            Years Ended December 31,
                                                                   1997               1996              1995
                                                              ----------------   ---------------- ------------------
<S>                                                            <C>                <C>               <C>           
Cash flows from operating activities:
   Net income                                                  $      401,593     $     304,667     $      256,597
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Net realized investment gains                                  (80,335)          (18,573)           (84,626)
       Interest credited on deposit liabilities                     1,586,249         1,449,852          1,379,435
       Other charges                                                 (233,300)         (210,767)          (203,383)
       Amortization of discount and premium on
         investments                                                  (18,437)          (55,808)           (32,261)
       Change in:
         Deferred income taxes                                         34,500            44,600               (364)
         Accrued investment income                                    (48,313)          (11,077)           (15,469)
         Deferred acquisition costs                                  (104,134)          (87,289)           (84,785)
         Value of acquired insurance in force                          14,039            13,279             12,379
         Income taxes currently payable to Parent                       2,931            38,317             58,672
         Other assets and liabilities, net                             52,413           (92,839)            91,116
                                                              ----------------   ---------------- ------------------
       Net cash provided by operating activities                    1,607,206         1,374,362          1,377,311
                                                              ----------------   ---------------- ------------------

Cash flows from investing activities:
   Sales of:
     Fixed maturities and equities available for sale               9,078,616         3,281,105          2,994,755
     Mortgage loans                                                    47,282            16,360              3,840
   Principal repayments, maturities, calls and redemptions:
     Available for sale                                               960,844         1,052,506            257,793
     Held to maturity                                                       -           465,862            289,266
   Purchases of:
     Fixed maturities and equities available for sale             (11,588,708)       (5,716,350)        (4,782,081)
     Fixed maturities held to maturity                                      -          (557,749)        (1,050,039)
     Mortgage loans                                                  (801,008)         (685,938)          (140,379)
   Other investing activities                                       1,332,795                 -                  -
                                                              ----------------   ---------------- ------------------
     Net cash used by investing activities                           (970,179)       (2,144,204)        (2,426,845)
                                                              ----------------   ---------------- ------------------

Cash flows from financing activities: Policyholders
  account balances:
     Deposits                                                       5,849,300         4,198,094          2,589,863
     Withdrawals                                                   (4,089,935)       (2,540,112)        (1,713,037)
     Net transfers to separate accounts                              (719,138)         (341,482)              (748)
     Surplus note payable                                             249,163                 -                  -
     Payment of cash dividends to Parent                             (244,500)          (19,500)           (19,500)
     Capital contribution from Parent                                 184,000            45,000                  -
                                                              ----------------   ---------------- ------------------
     Net cash provided by financing activities                      1,228,890         1,342,000            856,578
                                                              ----------------   ---------------- ------------------
     Net increase (decrease) in cash and short-term
       investments                                                  1,865,917           572,158           (192,956)

Cash and short-term investments, beginning of period                  660,246            88,088            281,044
                                                              ================   ================ ==================
Cash and short-term investments, end of period                 $    2,526,163     $     660,246     $       88,088
                                                              ================   ================ ==================
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------


1.   Nature of Operations

     Jackson National Life Insurance  Company,  Inc. (the "Company" or "JNL") is
     wholly  owned  by  Brooke  Life  Insurance  Company  ("Brooke  Life" or the
     "Parent")  which is  ultimately a wholly  owned  subsidiary  of  Prudential
     Corporation,  plc ("Prudential"),  London, England. JNL is licensed to sell
     individual annuity products,  including  immediate and deferred  annuities,
     variable  annuities,   guaranteed   investment   contracts  ("GICs"),   and
     individual  life  insurance  products  in 49  states  and the  District  of
     Columbia.

     The  accompanying  consolidated  financial  statements  include JNL and its
     wholly owned  subsidiaries,  Jackson National Life Insurance Company of New
     York, an insurance company;  Chrissy  Corporation,  an advertising  agency;
     Jackson National Financial Services, Inc., an investment advisor and broker
     dealer, and Jackson National Life Distributors, Inc., a broker dealer.

     During the second  quarter  of 1997,  the  Company  sold  Jackson  National
     Compania De Seguros De Vida S.A. ("Argentina"), a life insurance company of
     which JNL owned 90% of the common stock.

 2.  Summary of Significant Accounting Policies

     Basis of Presentation
     The accompanying  consolidated  financial  statements have been prepared in
     accordance with generally  accepted  accounting  principles  ("GAAP").  All
     significant  intercompany accounts and transactions have been eliminated in
     consolidation. Certain prior year amounts have been reclassified to conform
     with the current year presentation.

     The  preparation of the financial  statements in conformity  with generally
     accepted   accounting   principles   requires  the  use  of  estimates  and
     assumptions  that affect the amounts  reported in the financial  statements
     and the accompanying notes. Actual results may differ from those estimates.

     Investments
     Cash and short-term  investments which primarily  include cash,  commercial
     paper, and money market instruments are carried at cost, which approximates
     fair value.  These  investments have maturities of three months or less and
     are considered cash equivalents for reporting cash flows.

     Fixed  maturities  include  bonds,  notes,   redeemable  preferred  stocks,
     mortgage-backed  securities and structured securities. All fixed maturities
     are  considered  available  for sale and are  carried at  aggregate  market
     value.  Previously,  fixed maturities which the Company had the ability and
     intent  to  hold  to  maturity  were  reported  at  amortized  cost.  Fixed
     maturities  are reduced to estimated net  realizable  value for declines in
     market value considered to be other than temporary.

     Equity securities which include common stocks and non-redeemable  preferred
     stocks are carried at market value.

     Mortgage  loans  are  carried  at the  unpaid  principal  balances,  net of
     unamortized discounts and premiums.

     Policy loans are carried at the unpaid principal balances.

     Real estate is carried at the lower of depreciated cost or fair value.

     Limited partnership investments are accounted for using the equity method.

     Realized  gains and losses on the sale of  investments  are  recognized  in
     income  at the date of sale and are  determined  using  the  specific  cost
     identification method. Acquisition premiums and discounts on



<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
2.   Summary of Significant Accounting Policies (continued)

     investments  are  amortized  to  investment  income  using call or maturity
     dates. The changes in unrealized gains or losses of investments  classified
     as  available  for  sale,  net of  tax  and  the  effect  of  the  deferred
     acquisition  costs  adjustment  are  excluded  from income and  credited or
     charged directly to stockholder's equity.

     Derivative Financial Instruments
     The Company enters into financial derivative transactions, including swaps,
     put-swaptions,  futures  and options to reduce and manage  business  risks.
     These transactions  manage the risk of a change in the value, yield, price,
     cash flows, or quantity of, or a degree of exposure with respect to assets,
     liabilities,  or future  cash  flows,  which the  Company  has  acquired or
     incurred.  Hedge accounting  practices are supported by cash flow matching,
     duration matching and scenario testing.

     Interest rate swap agreements  generally  involve the exchange of fixed and
     floating payments over the life of the agreement without an exchange of the
     underlying principal amount.  Interest rate swap agreements  outstanding at
     December 31, 1997 hedge  available for sale  securities  and are carried at
     fair value  with the change in value  reflected  in  stockholder's  equity.
     Amounts  paid or received on interest  rate swap  agreements,  if any,  are
     included in investment  income.  Accrued  amounts  payable to or receivable
     from  counterparties  are included in other  liabilities  or other  assets.
     Realized  gains  and  losses  from the  settlement  or  termination  of the
     interest  rate  swaps  are  deferred  and  amortized  over  the life of the
     specific hedged assets as an adjustment to the yield.

     Index swap agreements generally involve the exchange of payments based on a
     short-term  interest rate index for payments based on the total return of a
     bond or equity index over the life of the agreement  without an exchange of
     the  underlying  principal  amount.  Index swap  agreements  outstanding at
     December  31,  1997 hedge the  anticipated  purchase  of  investment  grade
     available  for sale  bonds and are  carried at fair  value.  Fair value and
     amounts  paid or  received  on the swaps are  deferred  and will adjust the
     basis of bonds acquired upon expiration of the swaps.

     Put-swaptions  purchased  provide the Company  with the right,  but not the
     obligation,  to require the writers to pay the Company the present value of
     a long  duration  interest  rate  swap  at  future  exercise  dates.  These
     put-swaptions  are  entered  into as a  hedge  against  significant  upward
     movements in interest rates.  Premiums paid for put-swaption  contracts are
     included in other  invested  assets and are being  amortized to  investment
     income over the remaining terms of the contracts with maturities of up to 5
     years.  Put-swaptions,   designated  as  a  hedge  of  available  for  sale
     securities, are carried at fair value with the change in value reflected in
     stockholder's equity.

     Equity index  futures  contracts  and equity index call options are used in
     conjunction  with equity  index-linked  immediate  and  deferred  annuities
     offered by the Company.  These  transactions are accounted for as hedges of
     the  associated  annuity  liabilities.  The  variation  margin  on  futures
     contracts is deferred and, upon closing of the contracts, adjusts the basis
     of option  contracts  purchased.  The cost of options acquired is amortized
     into net  investment  income over the option term. The fair value of option
     contracts is deferred  until  recognition  of the  associated  index-linked
     annuity liability.

     Derivative  financial  instruments are primarily held for hedging purposes.
     High yield  index  swaps and equity  index  swaps were held for  investment
     purposes in 1997 and 1996.

     The Company  manages the  potential  credit  exposure for  over-the-counter
     derivative  contracts through careful evaluation of the counterparty credit
     standing, collateral agreements, and master netting agreements. The Company
     is  exposed  to  credit-related  losses in the event of  nonperformance  by
     counterparties, however, it does not anticipate nonperformance.



<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
2.   Summary of Significant Accounting Policies (continued)

     Deferred Acquisition Costs
     Certain  costs of  acquiring  new  business,  principally  commissions  and
     certain costs associated with policy issue and underwriting which vary with
     and are primarily  related to the  production  of new  business,  have been
     capitalized as deferred  acquisition costs.  Deferred acquisition costs are
     increased by interest  thereon and amortized in  proportion to  anticipated
     premium  revenues  for  traditional  life  policies  and in  proportion  to
     estimated gross profits for annuities and interest-sensitive life products.
     As certain fixed  maturities and equity  securities  available for sale are
     carried at  aggregate  market  value,  an  adjustment  is made to  deferred
     acquisition  costs  equal to the  change in  amortization  that  would have
     occurred if such securities had been sold at their stated  aggregate market
     value and the proceeds  reinvested  at current  yields.  The change in this
     adjustment is included with the change in market value of investments,  net
     of tax, on fixed maturities and equity  securities  available for sale that
     is  credited  or  charged  directly  to  stockholder's   equity.   Deferred
     acquisition  costs have been decreased by $383.6 million and $188.1 million
     at December 31, 1997 and 1996, respectively, to reflect this change.

     Value of Acquired Insurance in-Force
     The value of acquired insurance in-force at acquisition date represents the
     present value of anticipated  profits of the business  in-force on November
     25,  1986  (the  date  the  Company  was  acquired  by  Prudential)  net of
     amortization.  The value of acquired  insurance  in-force is  amortized  in
     proportion to anticipated  premium  revenues for traditional life insurance
     contracts and estimated gross profits for annuities and  interest-sensitive
     life products over a period of 20 years.

     Federal Income Taxes
     The Company  provides  deferred  income taxes on the temporary  differences
     between the tax and financial statement basis of assets and liabilities.

     JNL files a  consolidated  federal  income tax return with Brooke Life. The
     non-life insurance company subsidiaries and Jackson National Life Insurance
     Company of New York file separate  federal  income tax returns.  Income tax
     expense is calculated on a separate company basis.

     Policy Reserves and Liabilities

     Reserves for future policy benefits:
     For  traditional  life  insurance  contracts,  reserves  for future  policy
     benefits are determined  using the net level premium method and assumptions
     as of the  issue  date as to  mortality,  interest,  policy  lapsation  and
     expenses plus  provisions  for adverse  deviations.  Mortality  assumptions
     range from 59% to 90% of the  1975-1980  Basic Select and  Ultimate  tables
     depending on underwriting classification and policy duration. Interest rate
     assumptions  range from 6.0% to 9.5%.  Lapse and  expense  assumptions  are
     based on Company experience.

     Deposits on investment contracts:
     For the Company's  interest-sensitive life contracts,  reserves approximate
     the policyholder's  accumulation  account.  For deferred annuity,  variable
     annuity,  guaranteed  investment contracts and other investment  contracts,
     the reserve is the policyholder's account value.

     Variable Annuity Assets and Liabilities
     The assets and  liabilities  resulting  from  individual  variable  annuity
     contracts which aggregated  $1,082.7 million and $369.6 million at December
     31, 1997 and 1996, respectively,  are segregated in a separate account. The
     Company receives  administrative fees for managing the funds and other fees
     for assuming mortality and certain expense risks. Such fees are recorded as
     earned and included in variable  annuity fees and net asset management fees
     in the consolidated income statement.

     In April  1997,  the  Company  issued  a group  variable  annuity  contract
     designed for use in  connection  with and issued to the  Company's  Defined
     Contribution Retirement Plan. These deposits are allocated to the


<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
2.   Summary of Significant Accounting Policies (continued)

     Jackson  National  Separate  Account - II and  aggregated  $39.5 million at
     December 31, 1997. The Company  receives  administrative  fees for managing
     the funds and these fees are  recorded as earned and  included in net asset
     management fees in the consolidated income statement.

     Revenue and Expense Recognition
     Premiums for traditional  life insurance are reported as revenues when due.
     Benefits,  claims and expenses are associated with earned revenues in order
     to recognize  profit over the lives of the contracts.  This  association is
     accomplished  by provisions for future policy benefits and the deferral and
     amortization of acquisition costs.

     Deposits on  interest-sensitive  life  products and  investment  contracts,
     principally  deferred annuities and guaranteed  investment  contracts,  are
     treated as  policyholder  deposits  and  excluded  from  revenue.  Revenues
     consist primarily of the investment income and charges assessed against the
     policyholder's   account  value  for  mortality  charges,   surrenders  and
     administrative expenses. Fee income also includes revenues related to asset
     management  fees  and net  retained  commissions.  Surrender  benefits  are
     treated as repayments of the policyholder account. Annuity benefit payments
     are treated as reductions to the  policyholder  account.  Death benefits in
     excess of the  policyholder  account  are  recognized  as an  expense  when
     incurred.  Expenses  consist  primarily  of the  interest  credited  to the
     policyholder  deposit.  Underwriting  expenses  are  associated  with gross
     profit in order to recognize profit over the life of the business.  This is
     accomplished by deferral and amortization of acquisition costs.

3.   Fair Value of Financial Instruments

     The following  summarizes  the basis used by the Company in estimating  its
     fair value disclosures for financial instruments:

     Cash and Short-Term Investments:
     Carrying value is considered to be a reasonable estimate of fair value.

     Fixed Maturities and Equity Securities:
     Fair values are based  principally on quoted market  prices,  if available.
     For  securities  that are not actively  traded,  fair values are  estimated
     using independent pricing services or analytically determined values.

     Mortgage Loans:
     Fair  values are  determined  by  discounting  the future cash flows to the
     present at current market rates.  The fair value of mortgages  approximated
     $1,655.6  million  and  $846.6  million  at  December  31,  1997 and  1996,
     respectively.

     Policy Loans:
     The carrying  value  approximates  fair value since policy loans reduce the
     amount payable at death or surrender of the contract.

     Derivatives:
     The fair value of derivatives is based on quoted market prices or estimates
     received from financial institutions.

     Variable Annuity Assets:  
     Variable  annuity  assets are carried at the market value of the underlying
     securities.

     Annuity Reserves:
     Fair  values  for  immediate  and  deferred  annuities,  without  mortality
     features,  are derived by discounting the future estimated cash flows using
     current interest rates with similar maturities. The carrying value and fair
     value of such  annuities  approximated  $21.2  billion  and $20.1  billion,
     respectively,  at December 31, 1997,  and $19.5 billion and $18.5  billion,
     respectively, at December 31, 1996.


<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
3.   Fair Value of Financial Instruments (continued)

     Reserves for Guaranteed Investment Contracts:
     Fair value is based on the  present  value of future  cash flows at current
     pricing rates. The fair value  approximated  $2.8 billion,  at December 31,
     1997, and $1.5 billion at December 31, 1996.

     Variable Annuity Liabilities:
     Fair value of contracts in the accumulation phase is based on account value
     less  surrender  charges.  Fair values of contracts in the payout phase are
     based on the  present  value of future  cash  flows at  assumed  investment
     rates.  The fair value  approximated  $1,056.8  million and $345 million at
     December 31, 1997 and December 31, 1996, respectively.

     Indebtedness
     Fair value is based on the  present  value of future  cash flows at current
     interest rates. The fair value of surplus notes approximated $276.2 million
     at December 31, 1997. The carrying  value of reverse  repurchase and dollar
     roll repurchase agreements approximates fair value.

4.   Investments

     Investments are comprised primarily of fixed-interest securities, primarily
     publicly-traded industrial, mortgage-backed,  utility and government bonds.
     The   Company   generates   the  vast   majority  of  its   deposits   from
     interest-sensitive individual annuity and life insurance products, on which
     it has committed to pay a declared rate of interest. The Company's strategy
     of  investing in  fixed-income  securities  aims to ensure  matching of the
     asset yield with the interest-sensitive insurance liabilities and to earn a
     stable return on its investments.

     Debt Securities
     The following  table sets forth fixed maturity  investments at December 31,
     1997,  classified by rating categories as assigned by nationally recognized
     statistical  rating  organizations,  the National  Association of Insurance
     Commissioners  ("NAIC"),  or  if  not  rated  by  such  organizations,  the
     Company's  investment advisor.  At December 31, 1997,  investments rated by
     the Company's  investment advisor totaled $1.5 billion. For purposes of the
     table, if not otherwise rated higher by a nationally recognized statistical
     rating organization, NAIC Class 1 investments are included in the A rating;
     Class 2 in BBB; Class 3 in BB and Classes 4 through 6 in B and below.

                                                          Percent of Total
                  Investment Rating                            Assets
                                                        ---------------------
                  AAA ....................................      29.9%          
                  AA .....................................       1.4
                  A ......................................      19.7
                  BBB ....................................      17.7
                                                               ----- 
                      Investment grade ...................      68.7
                                                               ----- 
                  BB .....................................       5.1
                  B and below ............................       2.4
                                                               ----- 
                      Below investment grade .............       7.5
                                                               ----- 
                      Total fixed maturities .............      76.2
                                                               ----- 
                  Other assets ...........................      23.8
                                                               ===== 
                      Total assets .......................     100.0%
                                                               ===== 
                                                      


<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
4.   Investments (continued)

     The amortized cost and estimated market value of fixed maturity investments
     held to maturity were as follows at December 31, 1996 (in thousands):
<TABLE>
<CAPTION>

                                                                   Gross             Gross             Estimated
                                             Amortized          Unrealized         Unrealized           Market
                                               Cost                Gains             Losses              Value
                                        -------------------- ------------------ ------------------- -------------------
<S>                                          <C>                <C>                <C>                 <C>           
     Corporate securities                    $     886,250      $       7,931      $      7,766        $      886,415
     Mortgage-backed securities                  3,282,027             32,945            40,902             3,274,070
                                        ==================== ================== =======================================
          Total                              $    4,168,277     $      40,876      $     48,668        $    4,160,485
                                        ==================== ================== =================== ===================
</TABLE>

     In 1997, fixed maturities previously classified as held to maturity with an
     aggregate  amortized cost of $4,022.9 million and net unrealized  losses of
     $35.3 million were reclassified to available for sale.

     The amortized cost and estimated market value of fixed maturity investments
     available for sale were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                   Gross             Gross             Estimated
                                             Amortized          Unrealized         Unrealized           Market
     December 31, 1997                         Cost                Gains             Losses              Value
                                        -------------------- ------------------ ------------------- -------------------
<S>                                        <C>                  <C>                <C>                 <C>           
     U.S. Treasury securities              $       510,107      $       9,040      $        935        $      518,212
     U.S. Government agencies
          and foreign governments                  216,167             15,292             1,890               229,569
     Public utilities                              744,464             26,370             3,462               767,372
     Corporate securities                       11,617,384            629,123            28,971            12,217,536
     Mortgage-backed securities                 12,534,298            356,238            18,247            12,872,289
                                        -------------------- ------------------ ------------------- -------------------
          Total                            $    25,622,420      $   1,036,063      $     53,505        $   26,604,978
                                        ==================== ================== =================== ===================
</TABLE>
<TABLE>
<CAPTION>

                                                                  Gross              Gross             Estimated
                                            Amortized           Unrealized         Unrealized           Market
     December 31, 1996                         Cost               Gains              Losses              Value
                                        -------------------- ------------------ ------------------- -------------------
<S>                                        <C>                  <C>                <C>                 <C>           
     U.S. Treasury securities              $         5,461      $         118      $          -        $        5,579
     U.S. Government agencies
         and foreign governments                   227,307             14,109                                 241,325
                                                                                             91
     Public utilities                              748,841             26,708            13,710               761,839
     Corporate securities                        9,902,242            435,905            59,060            10,279,087
     Mortgage-backed securities                  8,912,213            150,619           125,155             8,937,677
                                        -------------------- ------------------ ------------------- -------------------
          Total                            $    19,796,064      $     627,459     $    198,016        $   20,225,507
                                        ==================== ================== =================== ===================
</TABLE>

     Gross unrealized gains pertaining to equity securities at December 31, 1997
     and 1996  were  $102.7  million  and  $48.2  million,  respectively.  Gross
     unrealized  losses at December 31, 1997 and 1996 were $7.7 million and $2.5
     million, respectively.


<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
4.  Investments (continued)

     The  amortized  cost and  estimated  market  value of fixed  maturities  at
     December 31,  1997,  by  contractual  maturity,  are shown below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have  the  right  to call or  prepay  obligations  with  or  without  early
     redemption penalties.

     Fixed maturities available for sale (in thousands):
<TABLE>
<CAPTION>
                                                                            Amortized              Estimated
                                                                              Cost               Market Value
                                                                       --------------------  ----------------------
<S>         <C>                                                             <C>                    <C>           
     Due in 1 year or less                                                  $     372,700          $      378,061
     Due after 1 year through 5 years                                           2,525,003               2,599,778
     Due after 5 years through 10 years                                         5,393,521               5,572,869
     Due after 10 years through 20 years                                        1,626,216               1,784,754
     Due after 20 years                                                         3,170,682               3,397,227
     Mortgage-backed securities                                                12,534,298              12,872,289
                                                                       ====================  ======================
          Total                                                             $  25,622,420          $   26,604,978
                                                                              
                                                                       ====================  ======================
</TABLE>

     Discounts and premiums on collateralized mortgage obligations are amortized
     over the estimated  redemption period using the effective  interest method.
     Yields  which  are  used to  calculate  premium/discount  amortization  are
     adjusted periodically for prepayments.

     Fixed  maturities  with a carrying  value of $6.6  million and $4.7 million
     were on deposit with regulatory  authorities at December 31, 1997 and 1996,
     respectively,  as required by law in various  states in which the insurance
     operations conduct business.

     Mortgage Loans
     Mortgage loans were as follows (in thousands):

                                             December 31,
                                       1997                 1996
                                 ------------------    ----------------
           Single Family          $          1,596       $       1,057
           Commercial                    1,595,627             842,803
                                 ==================    ================
                Total             $      1,597,223       $     843,860
                                 ==================    ================
     
     At December 31, 1997,  mortgage  loans were  collateralized  by  properties
     located  in 31  states  and  Canada.  Approximately  13% of  the  aggregate
     carrying value of the portfolio is secured by properties located in Texas.

     Other Invested Assets
     Other  invested   assets  consist   primarily  of  investments  in  limited
     partnerships  which  invest  in  securities.   Limited  partnership  income
     recognized  by the Company was $38.9  million and $3.3  million in 1997 and
     1996, respectively.

     Derivatives
     The fair value of  derivatives  reflects  the  estimated  amounts  that the
     Company  would  receive or pay upon  termination  of the  contracts  at the
     reporting  date.  With  respect to swaps and  put-swaptions,  the  notional
     amount  represents  the  stated  principal  balance  used  as a  basis  for
     calculating payments.  With respect to futures and options, the contractual
     amount represents the market exposure of outstanding positions.



<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
4.   Investments (continued)

     A summary of the aggregate contractual or notional amounts,  estimated fair
     values and gain/(loss)  for derivative  financial  instruments  outstanding
     were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                     December 31,
                                                   1997                                          1996
                               ---------------------------------------------   ------------------------------------------
                                  Contractual/                                  Contractual/
                                    Notional          Fair         Gain/          Notional         Fair         Gain/
                                     Amount           Value       (Loss)           Amount          Value       (Loss)
                               ------------------- ------------ ------------   ---------------  ------------ ------------
<S>                               <C>               <C>          <C>               <C>           <C>          <C>      
         Interest rate swaps      $    3,138,000    $  (9,257)   $  (9,257)        $1,255,000    $  39,111    $  39,111
         Index swaps                   1,000,000            -       11,196                  -            -            -
         Put-swaptions                37,000,000        3,531      (16,273)        24,500,000       11,245       (9,439)
         Futures                          32,435            -          282             16,318            -          (83)
         Call options owned              385,797      114,161       42,415                  -            -            -
</TABLE>

     During 1997 and 1996, the Company recorded $35.8 million and $24.3 million,
     respectively,   in  net  investment  income  from  derivative  instruments,
     including  $36.3 million and $12.6 million,  respectively,  from investment
     activity. The average notional amount of swaps outstanding was $3.3 billion
     and $1.3  billion in 1997 and 1996,  respectively.  Included in the average
     outstanding amount were high yield and equity index swaps of $461.7 million
     and $255.0 million in 1997 and 1996, respectively.

     Securities Lending
     The Company has entered into a securities  lending agreement whereby blocks
     of securities are loaned to third parties, primarily major brokerage firms.
     As of December 31, 1997 and December 31, 1996,  the estimated fair value of
     loaned securities was $674.4 million and $287.0 million,  respectively. The
     agreement requires a minimum of 102 percent of the fair value of the loaned
     securities as collateral,  calculated on a daily basis. To further minimize
     the credit  risks  related to this  program,  the  financial  condition  of
     counterparties is monitored on a regular basis.

5.   Investment Income and Realized Gains and Losses

     The sources of net investment  income by major category were as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                  Years ended December 31,
                                                       1997                 1996                 1995
                                                 -----------------    ------------------   ------------------
<S>                                               <C>                  <C>                  <C>            
     Fixed maturities                             $     2,003,256      $     1,872,820      $     1,766,654
     Other investment income                              268,540              140,717               82,614
                                                 -----------------    ------------------   ------------------
       Total investment income                          2,271,796            2,013,537            1,849,268
     Less investment expenses                             (29,695)             (16,505)             (12,896)
                                                 -----------------    ------------------   ------------------
       Net investment income                      $     2,242,101      $     1,997,032      $     1,836,372
                                                 =================    ==================   ==================
</TABLE>

     Net realized investment gains and losses were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                  Years ended December 31,
                                                       1997                 1996                 1995
                                                 -----------------    ------------------   ------------------
<S>                                              <C>                  <C>                  <C>             
     Sales of fixed maturities
       Gross gains                               $        121,916     $          78,099    $        101,682
                                                                         
       Gross losses                                       (46,009)             (36,624)             (27,897)
     Sales of equity securities
       Gross gains                                         50,643               20,886               47,883
       Gross losses                                          (783)              (5,329)              (1,576)
     Impairment losses                                    (39,415)             (29,500)             (29,824)
     Other invested assets, net                            (6,017)              (8,959)              (5,642)
                                                 -----------------    ------------------   ------------------
       Total                                     $         80,335     $         18,573     $         84,626
                                                 =================    ==================   ==================
</TABLE>

6.   Value of Acquired Insurance in-Force

     The  value  of  acquired   insurance   in-force  was  determined  by  using
     assumptions as to interest,  persistency  and mortality.  Profits were then
     discounted to arrive at the value of the insurance in-force.

     The amortization of acquired insurance in-force was (in thousands):

                                             Years ended December 31,
                                              1997             1996
                                         ---------------- ----------------
     Balance, beginning of year           $    183,284     $    196,563
     Amortization, net of interest             (14,039)         (13,279)
                                         ---------------- ----------------
          Balance, end of year            $    169,245     $    183,284
                                         ================ ================

     The value of  acquired  insurance  in-force  estimated  amortization  is as
     follows (in thousands):

                           1998                $       15,000
                           1999                        16,000
                           2000                        17,000
                           2001                        18,000
                           Thereafter                 103,245
                                              -----------------
                                Total          $      169,245
                                              =================

7.   Indebtedness

     Surplus Notes
     On March 15,  1997,  the Company  issued  8.15% Notes (the  "Notes") in the
     principal  amount of $250 million due March 15, 2027. The Notes were issued
     pursuant to Rule 144A under the  Securities  Act of 1933 and are  unsecured
     and subordinated to all present and future indebtedness,  policy claims and
     other creditor claims.

     Under  Michigan  State  Insurance  law, the Notes are not part of the legal
     liabilities  of the  Company  and are  considered  capital  and surplus for
     statutory reporting purposes. Payments of interest or principal may only be
     made with the prior approval of the  Commissioner of Insurance of the State
     of  Michigan  and only  out of  surplus  earnings  which  the  Commissioner
     determines to be available for such payments under Michigan State Insurance
     law.  The Notes may not be  redeemed  at the  option of the  Company or any
     holder prior to maturity.

     Interest  is payable  semi-annually  on March 15 and  September  15 of each
     year. Interest expense on the Notes was $16.3 million in 1997.

     Reverse Repurchase and Dollar Roll Repurchase Agreements
     During 1997,  the Company  entered into reverse  repurchase and dollar roll
     repurchase  agreements  whereby the Company  agreed to sell and  repurchase
     securities.   These   activities  have  been  accounted  for  as  financing
     transactions,  with the assets and associated  liabilities  included in the
     consolidated  balance sheet.  Short-term  borrowings  under such agreements
     averaged $1.8 billion at a weighted  average  interest rate of 5.39% during
     1997. The highest level of short-term  borrowings at any month end was $3.8
     billion.

8.   Reinsurance

     The  Company  assumes  and cedes  reinsurance  from and to other  insurance
     companies in order to limit losses from large  exposures;  however,  if the
     reinsurer is unable to meet its obligations,  the originating issuer of the
     coverage  assumes the liability.  The maximum amount of life insurance risk
     retained by the


<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
8.    Reinsurance (continued)

     Company on any one life is generally $1.5 million. Amounts not retained are
     ceded to other companies on a yearly renewable-term or a coinsurance basis.

     The effect of reinsurance on premiums was as follows (in thousands):
<TABLE>
<CAPTION>

                                                    Years ended December 31,
                                           1997               1996                1995
                                     ------------------ ------------------  -----------------
<S>                                  <C>                 <C>                 <C>            
     Direct premiums                 $        352,256    $       358,533     $       367,937
     Assumed premiums                           5,354             10,961               4,763
     Less reinsurance ceded                   (81,759)           (77,046)            (62,469)
                                     ================== ==================  =================
       Total net premiums            $         275,85    $       292,448     $       310,231
                                     ================== ==================  =================
</TABLE>

     Components of the reinsurance  recoverable  asset as of December 31 were as
     follows (in thousands):

                                         Years ended December 31,
                                          1997               1996
                                    ------------------ -----------------
     Ceded reserves                    $     202,385       $   139,998
     Ceded claims liability                   11,369             9,192
     Ceded - other                            12,465             6,261
                                    ================== =================
       Total                           $     226,219       $   155,451
                                    ================== =================

     Reserves reinsured through Brooke Life were $83.4 million and $87.4 million
     at December 31, 1997 and 1996, respectively.

9.   Federal Income Taxes

     The  components of the  provision for federal  income taxes were as follows
     (in thousands):
<TABLE>
<CAPTION>

                                                    Years ended December 31,
                                              1997             1996           1995
                                         ---------------  ----------------  --------------
<S>                                        <C>              <C>             <C>         
     Current tax expense                   $    181,800     $    119,500    $    152,480
     Deferred tax expense (benefit)              34,500           44,600         (12,480)
                                         ---------------  ----------------  --------------
          Provision for income taxes       $    216,300     $    164,100    $    140,000
                                         ===============  ================  ==============
</TABLE>

     The federal  income tax  provisions  differ from the amounts  determined by
     multiplying  pretax income by the statutory  federal income tax rate of 35%
     for 1997, 1996, and 1995 as follows (in thousands):
<TABLE>
<CAPTION>

                                                    Years ended December 31,
                                              1997             1996            1995
                                         ---------------  --------------- ---------------
<S>                                      <C>              <C>             <C>          
     Income taxes at statutory rate      $     216,263    $     164,069   $     138,809
     Other                                          37               31           1,191
                                         ---------------  --------------- ---------------
     Provision for income taxes          $     216,300    $     164,100   $     140,000
                                         ===============  =============== ===============

     Effective tax rate                          35.0%            35.0%           35.3%
                                         ===============  =============== ===============
</TABLE>


     Federal income taxes paid in 1997, 1996 and 1995 were $178.9 million, $81.2
     million, and $116.1 million, respectively.


<PAGE>


            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
9.   Federal Income Taxes (continued)

     The tax  effects of  significant  temporary  differences  that give rise to
     deferred tax assets and liabilities were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                   December 31,
                                                                             1997                1996
                                                                       ------------------  ------------------
<S>                                                                    <C>                  <C>             
     Gross deferred tax asset
     Policy reserves and other insurance items                         $         615,877    $        643,237
     Difference between financial reporting and the tax basis of:
          Assets acquired                                                          9,309              12,444
          Insolvency fund assessments                                             30,020              30,970
          Other, net                                                              29,959              14,481
                                                                        ------------------  ------------------
          Total deferred tax asset                                               685,165             701,132
                                                                       ------------------  ------------------
     Gross deferred tax liability
     Deferred acquisition costs                                                 (278,049)           (324,157)
     Difference between financial reporting and the tax basis of
        value of the insurance in-force                                          (59,236)            (64,149)
     Difference between financial reporting and the tax basis of
        other assets                                                              (3,555)             (5,546)
     Net unrealized gains on available for sale securities                      (371,466)           (162,989)
     Other, net                                                                  (15,945)            (12,821)
                                                                       ------------------  ------------------
          Total deferred tax liability                                          (728,251)           (569,662)
                                                                       ------------------  ------------------
     Net deferred tax asset (liability)                                $         (43,086)   $        131,470
                                                                       ==================  ==================
</TABLE>

10. Contingencies

     The Company and its subsidiaries are involved in litigation  arising in the
     ordinary course of business including litigation relating to allegations of
     improper sales practices. It is the opinion of management that the ultimate
     disposition of such litigation  will not have a material  adverse affect on
     the Company's financial condition or results of operations.

     State guaranty funds provide  payments for  policyholders of insolvent life
     insurance  companies.  These  guaranty funds are financed by assessments to
     solvent  insurance  companies  based  on  location,  volume,  and  types of
     business.  The Company estimated its reserve for future state guaranty fund
     assessments  based on data received from the National  Organization of Life
     and Health Insurance Guaranty  Associations.  Based on data received at the
     end  of  1997,  the  Company's  reserve  for  future  state  guaranty  fund
     assessments was $81.8 million. The Company believes the reserve is adequate
     for all anticipated payments for known insolvencies.

     The Company  offers  synthetic GIC contracts to group  customers  including
     pension  funds and other  institutional  organizations.  The  synthetic GIC
     contract  is an  off-balance-sheet  fee based  product  where the  customer
     retains  ownership  of the  assets  related  to  these  contracts  and  JNL
     guarantees the customer's obligation to meet withdrawal  requirements.  The
     value of off-balance-sheet guarantees were $675 million and $122 million at
     December 31, 1997 and 1996, respectively.


<PAGE>

            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------
11.  Stockholder's Equity

     Under Michigan State Insurance Law,  dividends on capital stock can only be
     distributed out of earned surplus. Furthermore,  without the prior approval
     of the  Commissioner,  dividends  cannot be declared or  distributed  which
     exceed the greater of 10% of the Company's  statutory  surplus or statutory
     net gain from operations for the prior year. On January 1, 1998 the maximum
     amount of dividends that can be paid by the Company  without prior approval
     of the Commissioner under this limitation approximated $237.4 million.

     The  Company  received  capital  contributions  from its  parent  of $184.0
     million and $45.0 million in 1997 and 1996, respectively. Dividend payments
     were  $244.5   million  in  1997  and  $19.5  million  in  1996  and  1995,
     respectively.

     Statutory  capital  and surplus of the  Company  was  $1,942.1  million and
     $1,501.0 million at December 31, 1997 and 1996, respectively. Statutory net
     income of the Company was $237.4 million, $272.2 million and $156.6 million
     in 1997, 1996 and 1995, respectively.

12.  Related Party Transactions

     The Company's investment portfolio is managed by PPM America, Inc. ("PPM"),
     a  registered   investment   advisor  and  a  wholly  owned  subsidiary  of
     Prudential.  The Company paid $20.1 million,  $8.7 million and $6.8 million
     to PPM for  investment  advisory  services  during  1997,  1996,  and 1995,
     respectively.

     On October 31,  1991,  Brooke  Life issued $200  million of 9.75% notes due
     October 31, 2001 to  Prudential  Finance BV, a  Prudential  subsidiary.  On
     November  8, 1996,  Brooke  Life  issued  $388  million of 8.50%  notes due
     December 31, 2006 to Brooke  Finance,  Inc.  ("Brooke  Finance"),  a wholly
     owned  subsidiary  of Brooke  Holdings,  Inc.,  ultimately  a wholly  owned
     subsidiary  of  Prudential.  On December 31,  1996,  Brooke Life issued $45
     million of 8.51% notes due December 31, 2006 to Brooke Finance. At December
     31, 1997, the aggregate amount  outstanding on the Brooke Life notes was as
     follows (in thousands):

            Principal                                    $  633,000
            Accrued interest                                  4,105
                                                ---------------------
                 Total                                   $  637,105
                                                =====================

     On December 18, 1996,  the Company  established  the  Hermitage CBO Limited
     Liability Corporation ("Hermitage") for the purpose of securitizing certain
     of its holdings in below investment  grade bonds.  The Company  contributed
     $657.4  million of  non-investment  grade  securities  to Hermitage  and in
     exchange  received $616.2 million of senior and subordinated  notes,  $13.0
     million  in cash,  and 46.4% of the  equity  in  Hermitage.  The  Company's
     ultimate parent,  Prudential,  obtained the remaining 53.6% equity interest
     in  Hermitage  in exchange for $19.9  million in cash.  In September  1997,
     Hermitage was  liquidated  and the assets,  consisting of $634.4 million of
     below  investment  grade bonds and $28.8 million in cash, were  transferred
     back to the Company after it acquired the equity interest of Prudential.

13.  Benefit Plans

     The  Company  has  a  defined   contribution   retirement   plan   covering
     substantially all employees. To be eligible, an employee must have attained
     the age of 21 and  completed  at least 1,000 hours of service in a 12-month
     period.  The Company's  annual  contributions,  as declared by the board of
     directors,  are  based on a  percentage  of  covered  compensation  paid to
     participating  employees during the year. The Company's  expense related to
     this plan was $4.3  million in 1997,  $2.4 million in 1996 and $2.3 million
     in 1995.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission