JACKSON NATIONAL SEPARATE ACCOUNT III
497, 2000-05-02
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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 Investment  divisions which purchase shares of the following  series of mutual
funds:


     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/Janus Growth & Income Series
         JNL/PIMCO Total Return Bond Series
         JNL/Putnam Growth Series
         JNL/Putnam International Equity Series
         JNL/Putnam Midcap 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
         Lazard/JNL Mid Cap Value Series
         Lazard/JNL Small 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 Mid-Cap Growth Series


     JNL VARIABLE FUND III LLC
         JNL/First Trust The Dow(SM) Target 10 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 May 1, 2000,  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


MAY 1, 2000



<PAGE>
"Dow  Jones",  "Dow  Jones  Industrial  Average(SM)",  "DJIA(SM)",  and "The Dow
10(SM)" are service marks of Dow Jones & Company,  Inc.  (Dow Jones).  Dow Jones
has no  relationship  to the  Perspective  Advisors Fixed and Variable  Annuity,
other than the  licensing  of the Dow Jones  Industrial  Average  (DJIA) and its
service marks for use in connection  with the JNL/First  Trust The Dow Target 10
Series.

DOW JONES DOES NOT:

o    Sponsor,  endorse,  sell or promote the  JNL/First  Trust The Dow Target 10
     Series.
o    Recommend  that any person invest in the JNL/First  Trust The Dow Target 10
     Series or any other securities.  o Have any responsibility or liability for
     or make any decisions about the timing,  amount or pricing of the JNL/First
     Trust The Dow Target 10 Series.
o    Have any responsibility or liability for the administration,  management or
     marketing of the JNL/First Trust The Dow Target 10 Series.
o    Consider the needs of the  JNL/First  Trust The Dow Target 10 Series or the
     owners  of the  JNL/First  Trust The Dow  Target 10 Series in  determining,
     composing or calculating the DJIA or have any obligation to do so.

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

DOW JONES WILL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE JNL/FIRST TRUST THE
DOW TARGET 10 SERIES.
SPECIFICALLY,

o    DOW JONES DOES NOT MAKE ANY  WARRANTY,  EXPRESS OR  IMPLIED,  AND DOW JONES
     DISCLAIMS ANY WARRANTY ABOUT:
     o    THE RESULTS TO BE OBTAINED  BY THE  JNL/FIRST  TRUST THE DOW TARGET 10
          SERIES,  THE OWNERS OF THE JNL/FIRST TRUST THE DOW TARGET 10 SERIES OR
          ANY OTHER PERSON IN  CONNECTION  WITH THE USE OF THE DJIA AND THE DATA
          INCLUDED IN THE DJIA;
     o    THE ACCURACY OR COMPLETENESS OF THE DJIA AND ITS DATA;
     o    THE MERCHANTABILITY AND THE FITNESS FOR A PARTICULAR PURPOSE OR USE OF
          THE DJIA AND ITS DATA;
o    DOW JONES WILL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS
     IN THE DJIA OR ITS DATA;
o    UNDER NO  CIRCUMSTANCES  WILL DOW JONES BE LIABLE  FOR ANY LOST  PROFITS OR
     INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF DOW
     JONES KNOWS THAT THEY MIGHT OCCUR.

THE LICENSING  AGREEMENT  BETWEEN FIRST TRUST ADVISORS L.P.  (SUB-ADVISER TO THE
JNL VARIABLE FUND III LLC) AND DOW JONES IS SOLELY FOR THEIR BENEFIT AND NOT FOR
THE BENEFIT OF THE OWNERS OF THE JNL/FIRST TRUST THE DOW TARGET 10 SERIES OR ANY
OTHER THIRD PARTIES.
- --------------------------------------------------------------------------------

"JNL(R)", "Jackson National(R)" and "Jackson National Life(R)" are trademarks of
Jackson National Life Insurance Company.

<PAGE>
TABLE OF CONTENTS


Key Facts

Fee Table

The Annuity Contract

The Company

The Guaranteed Accounts

The Separate Account


Investment Divisions


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  divisions.  The contract is
                                    intended  for  retirement  savings  or other
                                    long-term  investment  purposes and provides
                                    for a death benefit and income options.

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


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   divisions.   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,  on an  annual  basis,  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                     You may  choose to  receive  regular  income
                                    from your annuity.  During the income phase,
                                    you have the same investment choices you had
                                    during the accumulation phase.

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  whether  your
                                    contract is  non-qualified  or  purchased as
                                    part of a qualified plan.


<PAGE>
FEE TABLE


OWNER TRANSACTION EXPENSES(1)


         Withdrawal Charge:
         None

         Transfer Fee:
         $25 for each transfer in excess of 15 in a contract year

         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
                                                                        and                       Total
                                                                   Administrative  Other          Series
                                                                        Fee         Expenses      Annual
                                                                                                 Expenses
- ------------------------------------------------------------------ --------------- ----------- -------------
<S>                                                                  <C>              <C>      <C>
JNL/Alliance Growth Series                                             .88%             0%       .88%
JNL/J.P. Morgan International & Emerging Markets Series               1.08%             0%      1.08%
JNL/Janus Aggressive Growth Series                                    1.01%             0%      1.01%
JNL/Janus Global Equities Series                                      1.06%             0%      1.06%
JNL/Janus Growth & Income Series                                      1.03%             0%      1.03%
JNL/PIMCO Total Return Bond Series                                     .80%             0%       .80%
JNL/Putnam Growth Series                                               .97%             0%       .97%
JNL/Putnam International Equity Series                                1.18%             0%      1.18%
JNL/Putnam Midcap Growth Series                                       1.05%             0%      1.05%
JNL/Putnam Value Equity Series                                         .98%             0%       .98%
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%
Lazard/JNL Mid Cap Value Series                                       1.08%             0%      1.08%
Lazard/JNL Small Cap Value Series                                     1.15%             0%      1.15%
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 Mid-Cap Growth Series                               1.03%             0%      1.03%
JNL/First Trust The Dow(SM) Target 10 Series                           .85%             0%       .85%
- -----------------------------------------------------------------------------------------------------
</TABLE>

Certain Series pay Jackson National  Financial  Services,  LLC, the adviser,  an
Administrative Fee of .10% for certain services provided to the JNL Series Trust
and JNL Variable Fund III LLC by Jackson National Financial  Services,  LLC. The
JNL/S&P  Series  do not pay an  Administrative  Fee.  The  Total  Series  Annual
Expenses reflect the inclusion of the Administrative Fee.

- ----------
1 See "Contract Charges"


* Underlying Series Expenses.  The expenses shown above are the annual operating
expenses  for the JNL/S&P  Series.  Because the JNL/S&P  Series  invest in other
Series of the JNL Series Trust,  the JNL/S&P Series will  indirectly  bear their
pro rata share of fees and expenses of the underlying  Series in addition to the
expenses shown.


The total annual operating  expenses for each JNL/S&P Series (including both the
annual  operating  expenses  for the  JNL/S&P  Series and the  annual  operating
expenses  for the  underlying  investment  divisions)  could  range from .90% to
1.38%. The table below shows estimated total annual operating  expenses for each
of the JNL/S&P  Series based on the pro rata share of expenses  that the JNL/S&P
Series  would  bear  if  they  invested  in a  hypothetical  mix  of  underlying
investment  divisions.  The adviser  believes the  expenses  shown below to be a
likely  approximation of the expenses the JNL/S&P Series will incur based on the
actual mix of underlying investment divisions.  The expenses shown below include
both the  annual  operating  expenses  for the  JNL/S&P  Series  and the  annual
operating expenses for the underlying investment divisions.  The actual expenses
of each JNL/S&P Series will be based on the actual mix of underlying  investment
divisions in which it invests.  The actual  expenses may be greater or less than
those shown.

         JNL/S&P Conservative Growth Series II....................  1.146%
         JNL/S&P Moderate Growth Series II........................  1.174%
         JNL/S&P Aggressive Growth Series II......................  1.213%
         JNL/S&P Very Aggressive Growth Series II.................  1.232%
         JNL/S&P Equity Growth Series II..........................  1.220%
         JNL/S&P Equity Aggressive Growth Series II...............  1.226%

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         5         10
                                                                                year     years    years     years
- ----------------------------------------------------------------------------- --------- --------- --------- ---------

<S>                                                                          <C>        <C>       <C>       <C>
JNL/Alliance Growth Division                                                   $  24      $  75     $ 128     $ 274
JNL/J.P. Morgan International & Emerging Markets Division                         26         81       138       294
JNL/Janus Aggressive Growth Division                                              26         79       135       288
JNL/Janus Global Equities Division                                                26         81       138       293
JNL/Janus Growth & Income Division                                                26         80       136       289
JNL/PIMCO Total Return Bond Division                                              24         73       125       267
JNL/Putnam Growth Division                                                        25         78       133       284
JNL/Putnam International Equity Division                                          27         84       144       304
JNL/Putnam Midcap Growth Division                                                 26         80       137       292
JNL/Putnam Value Equity Division                                                  25         78       134       285
JNL/S&P Conservative Growth Division II                                           18         55        94       204
JNL/S&P Moderate Growth Division II                                               18         55        94       204
JNL/S&P Aggressive Growth Division II                                             18         55        94       204
JNL/S&P Very Aggressive Growth Division II                                        18         55        94       204
JNL/S&P Equity Growth Division II                                                 18         55        94       204
JNL/S&P Equity Aggressive Growth Division II                                      18         55        94       204
Lazard/JNL Small Cap Value Division                                               26         81       138       294
Lazard/JNL Mid Cap Value Division                                                 27         83       142       302
PPM America/JNL Money Market Division                                             23         70       120       257
Salomon Brothers/JNL Balanced Division                                            25         76       130       277
Salomon Brothers/JNL Global Bond Division                                         25         77       132       282
Salomon Brothers/JNL High Yield Bond Division                                     25         76       130       277
T. Rowe Price/JNL Mid-Cap Growth Division                                         26         80       136       290
JNL/First Trust The Dow(SM) Target 10 Division                                    24         74       127       272
- ----------------------------------------------------------------------------- --------- --------- --------- ---------
</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 divisions.

THE EXAMPLES DO 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  year  ended
     December 31, 1999 o the financial  statements  of Jackson  National for the
     year ended December 31, 1999

The Separate  Account's  financial  statements for the period ended December 31,
1999,  and the  financial  statements  of  Jackson  National  for the year ended
December 31, 1999, have been audited by KPMG 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  divisions.  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.  Under  qualified  plans  earnings  also  accumulate  on  a
tax-deferred basis.


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  divisions.  The  investment  divisions 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 divisions, the amount of money you are able to accumulate in your
contract  during the  accumulation  phase  depends upon the  performance  of the
investment  divisions 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 divisions 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 it receives written notice
of the assignment. An assignment may be a taxable event.


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 plc (London, England).

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.

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 divisions. Jackson National does
not  guarantee  the  investment  performance  of  the  separate  account  or the
investment divisions.

INVESTMENT DIVISIONS

You can put money in any or all of the investment  divisions;  however,  you may
not  allocate  your  money to more than  eighteen  investment  options  plus the
guaranteed accounts during the life of your contract.  The investment  divisions
purchase shares of the following series of mutual funds:


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/Janus Growth & Income Series
       JNL/PIMCO Total Return Bond Series
       JNL/Putnam Growth Series
       JNL/Putnam International Equity Series
       JNL/Putnam Midcap 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
       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 Mid-Cap Growth Series


JNL Variable Fund III LLC
     JNL/First  Trust The  Dow(SM)  Target 10 Series - seeks high  total  return
     through a  combination  of  capital  appreciation  and  dividend  income by
     investing  approximately  equal  amounts  in the  common  stock  of the ten
     companies  included in the Dow Jones Industrial  Average(SM) which have the
     highest dividend yields on a pre-determined selection date.

The series are described in the attached  prospectuses  for the JNL Series Trust
and the JNL Variable Fund III LLC.  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:

Sub-Adviser                                Series

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
                                           JNL/Janus Growth & Income Series


Pacific Investment Management Company      JNL/PIMCO Total Return Bond Series


Putnam Investment Management, Inc.         JNL/Putnam Growth Series
                                           JNL/Putnam International Equity
                                           Series
                                           JNL/Putnam Midcap 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

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

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

First Trust Advisors L.P.                  JNL/First Trust The Dow(SM) Target 10
                                           Series



The investment  objectives  and policies of certain of the investment  divisions
are similar to the investment objectives and policies of other mutual funds that
certain of the  investment  sub-advisers  manage.  Although the  objectives  and
policies may be similar,  the investment results of the investment  division may
be higher  or lower  than the  result  of such  other  mutual  funds.  We cannot
guarantee,  and make no  representation,  that the investment results of similar
funds  will be  comparable  even  though  the  funds  have the  same  investment
advisers.

An  investment  division's  performance  may be  affected  by risks  specific to
certain  types  of   investments,   such  as  foreign   securities,   derivative
investments,  non-investment  grade debt  securities,  initial public  offerings
(IPOs) or companies with relatively small market capitalizations. IPOs and other
investment  techniques may have a magnified  performance impact on an investment
division  with a small asset base.  An  investment  division may not  experience
similar performance as its assets grow.

Depending  on  market  conditions,  you can  make or  lose  money  in any of the
investment divisions.  You should read the prospectuses for the JNL Series Trust
and the JNL Variable Fund III LLC carefully before investing.
Additional investment divisions 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
division  with  another  division.  We will  not do this  without  any  required
approval of the SEC. Jackson National will give you notice of such transactions.


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 division,  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  divisions  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  prospectuses  for the JNL Series
Trust and the JNL Variable Fund III LLC.

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
401 Wilshire  Boulevard,  Suite 1200, Santa Monica,  California 90401, 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 8% of any premium payment.
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 division
is $100. There is a $100 minimum balance requirement for each guaranteed account
and investment division.

When you purchase a contract, Jackson National will allocate your premium to one
or more of the  guaranteed  accounts  and/or the  investment  divisions 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 plus the guaranteed accounts 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 first premium and all information required
by us for  purchase  of a contract.  If we do not  receive  all of the  required
information,  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 required 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  divisions
will go up or down depending on the  performance  of the divisions.  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 divisions. This is done by:

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


         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  division by the value of the  accumulation
unit for that investment division.


TRANSFERS


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

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  division 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
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 division.

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.


Your  withdrawal  request  must be in  writing.  Jackson  National  will  accept
withdrawal requests submitted via facsimile. There are risks associated with not
requiring original signatures in order to disburse contract holder monies.

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  division  from  which you are  making  the  withdrawal.  After  your
withdrawal,  you must  have at least  $100  left in the  guaranteed  account  or
investment division.


INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL
YOU MAKE.


There are limitations on withdrawals from qualified plans.  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.  In addition,  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 division when:

a)       the New York Stock Exchange is closed (other than customary weekend and
         holiday closings);
b)       trading on the New York Stock Exchange is restricted;
c)       an emergency exists so that it is not reasonably practicable to dispose
         of securities in the Separate  Account or determine the division  value
         of its assets; or;
d)       the SEC, by order, may permit for the protection of owners.

The  applicable  rules  and  regulations  of the SEC  will  govern  whether  the
conditions described in (b) and/or (c) exist.


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  divisions  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 DIVISIONS.  If you choose to have any portion of
your income payments come from the investment division(s),  the dollar amount of
your payment will depend upon three things:

         1. the value of your  contract  in the  investment  division(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 divisions you selected.

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

The number of annuity units that you hold in each  investment  division does not
change unless you reallocate your contract value among the investment divisions.
The  annuity  unit  value of each  investment  division  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 the annuitant's  life, but with
payments  continuing  to the owner for the  remainder  of 10 or 20 years (as you
select) if the  annuitant  dies before the end of the  selected  period.  If the
beneficiary  does not want to receive  the  payments,  a single  lump sum may be
requested,  which will be equal to the present value of the  remaining  payments
(as of the date of proof of death) discounted at the assumed investment rate for
a variable annuity payout option.

         Option 4 - Income for a Specified  Period.  This income option provides
monthly payments for any number of years from 5 to 30. However, you may elect to
receive a single  lump sum payment  which will be equal to the present  value of
the  remaining  payments  (as of the date of proof of death)  discounted  at the
assumed investment rate for a variable annuity payout option.


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

DEATH BENEFIT

The death benefit is calculated as of the date we receive  complete  claim forms
and proof of death from the beneficiary of record.

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 ON OR AFTER THE INCOME  DATE.  If you or a joint  owner die on or
after the income date,  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 on or after the income date,  any remaining  payments will
be as provided for in the income option selected. Any remaining payments 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.  A FURTHER  DISCUSSION
REGARDING TAXES IS INCLUDED IN THE SAI.


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  the  tax-deferral  that  is  provided  by the  contract  or the
qualified plan). 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 investment in the contract 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 a trust holding the contract as an agent
for a natural person),  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), and
pension and profit-sharing plans, which include 401(k) plans and H.R. 10 Plans.


A qualified  contract will not provide any necessary or additional  tax deferral
if it is used to fund a  qualified  plan  that  is tax  deferred.  However,  the
contract has features and benefits  other than tax deferral  that may make it an
appropriate investment for a qualified plan. You should consult your tax adviser
regarding these features and benefits prior to purchasing a qualified contract.

WITHDRAWALS  -  NON-QUALIFIED  CONTRACTS.  If you make a  withdrawal  from  your
contract, the Code generally treats the withdrawal as first coming from earnings
and then from your  premium  payments.  Withdrawn  earnings  are  includible  in
income. Additional information is provided in the SAI.


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) for
life or a period not  exceeding  life  expectancy;  (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 an additional discussion in the SAI.

WITHDRAWALS - TAX-SHELTERED ANNUITIES. The Code limits the withdrawal of amounts
attributable to purchase  payments made under a salary reduction  agreement from
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  federal  income 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 taxable distributions from the contract.

DEATH  BENEFITS.  Any death  benefits paid under the contract are taxable to the
beneficiary.  The rules  governing  the  taxation  of  payments  from an annuity
contract,  as discussed above,  generally apply to the payment of death benefits
and depend on whether  the death  benefits  are paid as a lump sum or as annuity
payments. Estate taxes may also apply.

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 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.


OWNER  CONTROL.  Neither the Code nor the  Treasury  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
divisions.  If you are considered the owner of the shares, 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
divisions,  to make transfers  among the investment  divisions or the number and
type of investment divisions owners may select from without being considered the
owner of the shares.


Furthermore,  under  the  Contract  you may  invest in the  JNL/First  Trust the
Dow(SM) Target 10 Series of the JNL Variable Fund III LLC (Target Series).

The investment strategy employed by the Target Series involves the purchase on a
pre-determined  selection  date of the  common  stock  of a  limited  number  of
companies meeting certain  criteria.  Such criteria consist of pre-set objective
standards  such  as  highest   dividend  yield,   price  per  share  and  market
capitalization. Ten stocks meeting such criteria are purchased in equal amounts.
The Series will purchase and sell stocks on an on-going  basis  according to the
pre-set  criteria and percentage  relationships  and will generally follow a buy
and hold strategy. (See the JNL Variable Fund III LLC prospectus.)

It is unknown what level of investment management must be exercised by a manager
of the Target Series and what amount of investment diversification of the Target
Series is required in order to preclude the existence of an  unacceptable  level
of owner  control.  As  discussed  above,  if you are deemed to possess too much
control over the assets of the Separate Account, the Contract would not be given
tax-deferred  treatment  and  therefore  the earnings  allocable to the Contract
would be subject to federal income tax prior to receipt by you.


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 divisions.  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 divisions from the guaranteed
accounts or any of the other investment divisions.  This theoretically gives you
a lower average cost per unit over time than you would receive if you made a one
time purchase.  The more volatile  investment  divisions may not result in lower
average costs and such divisions may not be an appropriate source of dollar cost
averaging transfers in volatile markets. Certain 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 divisions 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. You may return your contract to the selling agent or Jackson National
within twenty days after receiving it. Jackson National will return the contract
value in the  investment  division plus any fees and expenses  deducted from the
premiums allocated to the investment  divisions plus the full amount of premiums
you allocated to the guaranteed  accounts.  We will determine the contract value
in the  investment  divisions  as of the date you mail the contract to us or the
date you return it to the selling  agent.  Jackson  National will return premium
payments were required by law.

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

o        Total return is the overall  change in the value of an investment in an
         investment division 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  division,  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 division.

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 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.


LEGAL  PROCEEDINGS.  Jackson  National  has been named as a  defendant  in civil
litigation proceedings substantially similar to other litigation brought against
many life insurers alleging misconduct in the sale of insurance products.  These
matters are sometimes referred to as market conduct  litigation.  The litigation
against JNL purports to include purchasers of certain life insurance and annuity
products  from JNL during  the period  from 1981 to  present.  JNL has  retained
national and local counsel  experienced in the handling of such litigation,  and
is vigorously  defending these actions. A favorable outcome is anticipated,  and
at this time it is not feasible to make a  meaningful  estimate of the amount or
range of loss that could result from an unfavorable  outcome in such actions. In
addition,  JNL is a defendant in several individual actions that involve similar
issues,  including  an August  1999  verdict  against  JNL for $32.5  million in
punitive  damages.  JNL has  appealed  the  verdict  on the basis that it is not
supported by the facts or the law, and a ruling  reversing the judgment is being
sought.


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 .............................................. 8

Income Payments; Net Investment Factor ..................................18

Financial Statements ....................................................19





<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 division as of the end of the periods  indicated.  This information has
been  taken from the  Separate  Account's  financial  statements.  The  Separate
Account's financial statements for the period ended December 31, 1999, have been
audited by KPMG LLP, independent  accountants.  The Separate Account's financial
statements  for the  period  ended  December  31,  1998,  have been  audited  by
PricewaterhouseCoopers LLP, independent accountants.  This information should be
read together with the Separate Account's financial statements and related notes
which are in the SAI.


INVESTMENT DIVISIONS                  DECEMBER 31,     DECEMBER 31,
                                          1999           1998 (A)
- --------------------------------------------------------------------------------

JNL/Alliance Growth Division
  Accumulation unit value:
    Beginning of period                $12.31           $10.00
    End of period                      $15.55           $12.31
  Accumulation units outstanding
  at the end of period                615,807           80,806

JNL/J.P. Morgan International &
Emerging Markets Division
  Accumulation unit value:
    Beginning of period                 $9.01           $10.00
    End of period                      $12.24            $9.01
  Accumulation units outstanding
  at the end of period                 78,494            6,345

JNL/Janus Aggressive Growth Division
  Accumulation unit value:
    Beginning of period                $13.03           $10.00
    End of period                      $24.96           $13.03
  Accumulation units outstanding
  at the end of period                958,597          147,588

JNL/Janus Global Equities Division
  Accumulation unit value:
    Beginning of period                $10.40           $10.00
    End of period                      $16.87           $10.40
  Accumulation units outstanding
  at the end of period              1,186,162          157,121

JNL/Janus Growth & Income Division (b)
  Accumulation unit value:
    Beginning of period                 $8.63           $10.00
    End of period                       $8.93            $8.63
  Accumulation units outstanding
  at the end of period                531,964          171,838

JNL/PIMCO Total Return Bond Division
  Accumulation unit value:
    Beginning of period                $10.50           $10.00
    End of period                      $10.32           $10.50
  Accumulation units outstanding
  at the end of period                506,433          235,487




<PAGE>



INVESTMENT DIVISIONS                   DECEMBER 31,     DECEMBER 31,
                                           1999           1998 (A)
- --------------------------------------------------------------------------------

JNL/Putnam Growth Division
  Accumulation unit value:
    Beginning of period                $11.43           $10.00
    End of period                      $14.57           $11.43
  Accumulation units outstanding
  at the end of period                885,116          205,520

JNL/Putnam International Equity
Division (c)
  Accumulation unit value:
    Beginning of period                 $9.91           $10.00
    End of period                      $12.90            $9.91
  Accumulation units outstanding
  at the end of period                209,556           61,410

JNL/Putnam Midcap Growth Division
  Accumulation unit value:
    Beginning of period                N/A(d)           N/A(d)
    End of period                      N/A(d)           N/A(d)
  Accumulation units outstanding
  at the end of period                 N/A(d)           N/A(d)

JNL/Putnam Value Equity Division
  Accumulation unit value:
    Beginning of period                $10.02           $10.00
    End of period                       $9.76           $10.02
  Accumulation units outstanding
  at the end of the period            773,947          218,997

JNL/S&P Conservative Growth Division II
  Accumulation unit value:
    Beginning of period                 $9.44           $10.00
    End of period                      $10.80            $9.44
  Accumulation units outstanding
  at the end of period                602,879          180,307

JNL/S&P Moderate Growth Division II
  Accumulation unit value:
    Beginning of period                $10.11           $10.00
    End of period                      $12.23           $10.11
  Accumulation units outstanding
  at the end of period                854,501          282,366

JNL/S&P Aggressive Growth Division II
  Accumulation unit value:
    Beginning of period                 $9.94           $10.00
    End of period                      $12.60            $9.94
  Accumulation units outstanding
  at the end of period                268,049           26,852

JNL/S&P Very Aggressive Growth
Division II
  Accumulation unit value:
    Beginning of period                $10.68           $10.00
    End of period                      $14.99           $10.68
  Accumulation units outstanding
  at the end of period                208,299           14,476




<PAGE>


INVESTMENT DIVISIONS                   DECEMBER 31,     DECEMBER 31,
                                          1999           1998 (A)
- --------------------------------------------------------------------------------

JNL/S&P Equity Growth Division II
  Accumulation unit value:
    Beginning of period                 $9.93           $10.00
    End of period                      $13.34            $9.93
  Accumulation units outstanding
  at the end of period                354,886           60,447

JNL/S&P Equity Aggressive Growth
Division II
  Accumulation unit value:
    Beginning of period                $10.25           $10.00
    End of period                      $14.10           $10.25
  Accumulation units outstanding
  at the end of period                 67,079           21,850

Lazard/JNL Small Cap Value Division
  Accumulation unit value:
    Beginning of period                 $8.32           $10.00
    End of period                       $8.36            $8.32
  Accumulation units outstanding
  at the end of period                181,352           39,767

Lazard/JNL Mid Cap Value Division
  Accumulation unit value:
    Beginning of period                 $8.78           $10.00
    End of period                       $9.07            $8.78
  Accumulation units outstanding
  at the end of period                171,410           52,028

PPM America/JNL Money Market Division
  Accumulation unit value:
    Beginning of period                $10.24           $10.00
    End of period                      $10.56           $10.24
  Accumulation units outstanding
  at the end of period              2,478,280          206,487

Salomon Brothers/JNL Balanced Division
  Accumulation unit value:
    Beginning of period                $10.14           $10.00
    End of period                       $9.99           $10.14
  Accumulation units outstanding
  at the end of the period            377,698          132,312

Salomon Brothers/JNL Global Bond
Division
  Accumulation unit value:
    Beginning of period                 $9.87           $10.00
    End of period                       $9.91            $9.87
  Accumulation units outstanding
  at the end of period                142,600           94,907




<PAGE>





INVESTMENT DIVISIONS                   DECEMBER 31,     DECEMBER 31,
                                           1999           1998 (A)
- --------------------------------------------------------------------------------

Salomon Brothers/JNL High Yield Bond Division
  Accumulation unit value:
    Beginning of period                 $9.93           $10.00
    End of period                       $9.61            $9.93
  Accumulation units outstanding
  at the end of period                486,613          210,063

T. Rowe Price/JNL Mid-Cap Growth Division
  Accumulation unit value:
    Beginning of period                $10.31           $10.00
    End of period                      $12.60           $10.31
  Accumulation units outstanding
  at the end of period                415,659          129,491

JNL/First Trust The Dow(SM) Target 10
Division
  Accumulation unit value:
    Beginning of period                $10.00           N/A(e)
    End of period                       $8.88           N/A(e)
  Accumulation units outstanding
  at the end of period                 42,257           N/A(e)


- ----------
(a)  The Separate Account commenced operations on April 13, 1998.
(b)  Prior to May 1,  2000,  the  JNL/Janus  Growth &  Income  Division  was the
     Goldman  Sachs/JNL  Growth & Income  Division  and the  management  fee was
     1.025%.
(c)  The JNL/Putnam  Midcap Growth  Division had not commenced  operations as of
     December 31, 1999.
(d)  Prior to May 1, 2000, the JNL/Putnam  International Equity Division was the
     T.  Rowe  Price/JNL   International  Equity  Investment  Division  and  the
     management fee was 1.08%.
(e)  The JNL/First Trust The Dow(SM) Target 10 Division commenced  operations on
     August 16, 1999.


- --------
<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION



                                   MAY 1, 2000




            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 May 1, 2000. 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.  Not all  investment  divisions  described  in  this  SAI may be
available for investment.






                                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..................................................8
Income Payments; Net Investment Factor ....................................18
Financial Statements ......................................................20




<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
plc, London, England, a life insurance company in the United Kingdom.



SERVICES


Jackson  National is the  custodian of the assets of the Separate  Account.  The
custodian  has  custody of all cash of the  Separate  Account and attends to the
collection of proceeds of shares of the underlying  funds bought and sold by the
Separate Account.

Effective October 15, 1999, KPMG LLP, 303 East Wacker Drive,  Chicago,  Illinois
60601,  assumed  responsibility for certain of the audit and reporting functions
previously  provided by  PricewaterhouseCoopers  LLP to Jackson National.  These
changes  were put into  effect by  Jackson  National  as of the date  referenced
above. Neither Jackson National nor the Separate Account has received an adverse
opinion, nor were there any disagreements with PricewaterhouseCoopers LLP.


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),  401 Wilshire  Boulevard,  Suite 1200,  Santa
Monica,  California  90401.  JNLD  is  a  subsidiary  of  Jackson  National.  No
underwriting commissions are paid by Jackson National to JNLD.


CALCULATION OF PERFORMANCE


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

Standardized  average annual total return for a specific period is calculated by
taking  a  hypothetical  $1,000  investment  in an  investment  division  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 average annual total return is annualized and 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  average  annual total returns for each  investment  portfolio
(except the PPM America/JNL Money Market Division) for the periods indicated are
as follows (more recent  returns may be more or less than the stated returns due
to market volatility):

<TABLE>
<CAPTION>
                                                                                               Date of Initial
                                                                                                 Investment in
                                                                           One Year Period       Corresponding
                                                                          Ended December 31,       Series to
                                                                                 1999          December 31, 1999
                                                                          -----------------    -----------------

<S>                                                                             <C>                   <C>
JNL/Alliance Growth Division ...........................................        26.30%                30.13%
JNL/J.P. Morgan International & Emerging Markets Division ..............        35.97%                12.45%
JNL/Janus Aggressive Growth Division ...................................        91.51%                70.28%
JNL/Janus Global Equities Division .....................................        62.10%                35.52%
JNL/Janus Growth & Income Division .....................................        3.39%                 -6.44%
JNL/PIMCO Total Return Bond Division ...................................        -1.77%                1.88%
JNL/Putnam Growth Division .............................................        27.45%                25.18%
JNL/Putnam International Equity Division ...............................        30.11%                16.36%
JNL/Putnam Mid-Cap Growth Division .....................................         N/A                   N/A
JNL/Putnam Value Equity Division .......................................        -2.54%                -1.48%
JNL/S&P Conservative Growth Division II ................................        14.38%                4.50%
JNL/S&P Moderate Growth Division II ....................................        20.91%                12.35%
JNL/S&P Aggressive Growth Division II ..................................        26.72%                14.33%
JNL/S&P Very Aggressive Growth Division II .............................        40.27%                26.48%
JNL/S&P Equity Growth Division II ......................................        34.23%                18.16%
JNL/S&P Equity Aggressive Growth Division II ...........................        37.50%                22.03%
Lazard/JNL Mid Cap Value Division ......................................        3.19%                 -5.75%
Lazard/JNL Small Cap Value Division ....................................        0.39%                -10.24%
Salomon Brothers/JNL Balanced Division .................................        -1.43%                -0.09%
Salomon Brothers/JNL Global Bond Division ..............................        0.33%                 -0.60%
Salomon Brothers/JNL High Yield Bond Division ..........................        -3.25%                -2.39%
T. Rowe Price/JNL Mid-Cap Growth Division ..............................        22.13%                14.38%
JNL/First Trust The DowSM Target 10 Division ...........................         N/A                 -11.30%
</TABLE>

* The  JNL/J.P.  Morgan  International  & Emerging  Markets  Division  commenced
operations on April 14, 1998, the JNL/Janus Aggressive Growth Division commenced
operations on April 14, 1998, the JNL/Janus Global Equities  Division  commenced
operations on April 14, 1998, the JNL/Janus  Growth & Income Division  commenced
operations on April 14, 1998, the JNL/PIMCO  Total Return Bond Series  commenced
operations  on  April  22,  1998,  the  JNL/Putnam  Growth  Division   commenced
operations  on April 30, 1998,  the  JNL/Putnam  International  Equity  Division
commenced  operations on April 30, 1998,  the JNL/Putnam  Value Equity  Division
commenced operations on April 30, 1998, the JNL/S&P Conservative Growth Division
II commenced  operations on April 13, 1998, the JNL/S&P Moderate Growth Division
II  commenced  operations  on April 13,  1998,  the  JNL/S&P  Aggressive  Growth
Division II commenced  operations on April 13, 1998, the JNL/S&P Very Aggressive
Growth  Division II commenced  operations on April 13, 1998,  the JNL/S&P Equity
Growth  Division II commenced  operations on April 13, 1998,  the JNL/S&P Equity
Aggressive  Growth  Division II  commenced  operations  on April 13,  1998,  the
Lazard/JNL Mid Cap Value Series Division commenced operations on April 30, 1998,
the Lazard/JNL Small Cap Value Division commenced  operations on April 30, 1998,
the Salomon  Brothers/JNL  Balanced Division  commenced  operations on April 22,
1998,  the Salomon  Brothers/JNL  Global Bond Division  commenced  operations on
April 22, 1998,  the Salomon  Brothers/JNL  High Yield Bond  Division  commenced
operations on April 22, 1998,  the T. Rowe  Price/JNL  Mid-Cap  Growth  Division
commenced operations on April 16, 1998, and the JNL/First Trust The DowSM Target
10 Portfolio  commenced  operations on August 16, 1999. The  JNL/Putnam  Mid-Cap
Growth Division had not commenced operations as of December 31, 1999.

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 average annual total return.
Non-standardized  total return may also assume a larger initial investment which
more closely approximates the size of a typical contract.

The non-standardized total returns that each investment division (except the PPM
America/JNL  Money Market  Division) would have achieved if it had been invested
in the corresponding  series for the periods  indicated,  calculated in a manner
similar to standardized  average annual total return but assuming a hypothetical
initial  investment of $10,000 and without  deducting  the contract  maintenance
charge,  are as follows (more recent returns may be more or less than the stated
returns due to market volatility):

<TABLE>
<CAPTION>
                                                                                                   Commencement of
                                                                                                    Operations of
                                                                                                    Corresponding
                                                                         One Year Period Ended        Series to
                                                                           December 31, 1999      December 31, 1999
                                                                           -----------------      -----------------
<S>                                                                              <C>                    <C>
JNL/Alliance Growth Division(2) .....................................              26.32%                 31.66%
JNL/J.P. Morgan International & Emerging Markets Division(2) ........              35.97%                 16.62%
JNL/Janus Aggressive Growth Division(1) .............................              91.54%                 39.99%
JNL/Janus Global Equities Division(1) ...............................              62.13%                 34.42%
JNL/Janus Growth & Income Division(2) ...............................               3.42%                 -4.14%
JNL/PIMCO Total Return Bond Division(2) .............................              -1.75%                  1.39%
JNL/Putnam Growth Division(1) .......................................              27.48%                 28.57%
JNL/Putnam International Equity Division(1) .........................              30.14%                 13.08%
JNL/Putnam Value Equity Division(1) .................................              -2.51%                 15.22%
JNL/S&P Conservative Growth Division II(3) ..........................              14.41%                  4.56%
JNL/S&P Moderate Growth Division II(3) ..............................              20.94%                 12.40%
JNL/S&P Aggressive Growth Division II(3) ............................              26.75%                 14.39%
JNL/S&P Very Aggressive Growth Division II(3) .......................              40.30%                 26.53%
JNL/S&P Equity Growth Division II(3) ................................              34.26%                 18.21%
JNL/S&P Equity Aggressive Growth Division II(3) .....................              37.53%                 22.08%
Lazard/JNL Mid Cap Value Division(2) ................................               3.22%                 -3.23%
Lazard/JNL Small Cap Value Division(2) ..............................               0.42%                 -7.68%
Salomon Brothers/JNL Balanced Division(2) ...........................              -1.40%                  1.69%
Salomon Brothers/JNL Global Bond Division(1) ........................               0.35%                  6.18%
Salomon Brothers/JNL High Yield Bond Division(1) ....................              -3.22%                 -1.73%
T. Rowe Price/JNL Mid-Cap Growth Division(1) ........................              22.16%                 23.40%
JNL/First Trust The DowSM Target 10 Division(4) .....................               N/A                  -13.31%
</TABLE>

1        Corresponding series commenced operations on May 15, 1995.
2        Corresponding series commenced operations on March 2, 1998.
3        Corresponding series commenced operations on April 13, 1998.
4        Corresponding   series   commenced   operations  on  August  16,  1999.
         Performance figures are not annualized.

The  JNL/Putnam  Mid-Cap  Growth  Division had not  commenced  operations  as of
December 31, 1999.

Prior to May 1, 2000,  the  JNL/Janus  Growth & Income  Division was the Goldman
Sachs/JNL Growth & Income Division and the corresponding  series was sub-advised
by Goldman Sachs Asset Management.

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

Prior to May 1, 2000, the JNL/Putnam  International  Equity  Division was the T.
Rowe Price/JNL  International  Equity Investment  Division and the corresponding
series was sub-advised by Rowe Price-Fleming International, Inc.

Standardized  average annual 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  average  annual  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 division 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
division,  the non-standardized total return quotations will show the investment
performance  the  investment  division  would  have  achieved  (reduced  by  the
applicable  charges) had it been  invested in the series for the period  quoted.
Standardized average annual total return is not available for periods before the
investment division was in existence.

Quotations  of  standardized  average  annual 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 an investment  division and
it's corresponding 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  division.  The  annualized  yield of an  investment  division
refers to the income  generated  by the  investment  division  over a  specified
30-day  period.  Because  this yield is  annualized,  the yield  generated by an
investment  division  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 division.
         b        =        expenses for the investment  division  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  December  31,  1999  for each of the
referenced investment divisions is as follows:

JNL/PIMCO Total Return Bond Division ...................................  3.85%
Salomon Brothers/JNL Balanced Division .................................  1.39%
Salomon Brothers/JNL Global Bond Division ..............................  6.16%
Salomon Brothers/JNL High Yield Bond Division ..........................  7.47%


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  division  will be lower than the yield for the  corresponding
series.  The yield on amounts  held in the  investment  division  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  division'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  Division,
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  Division  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  Division'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 Division's effective yield is computed
similarly but includes the effect of assumed  compounding on an annualized basis
of the current  yield  quotations  of the Division.  The PPM  America/JNL  Money
Market  Division's  yield and  effective  yield for the seven day  period  ended
December 31, 1999 were 3.87% and 3.94%, respectively.

The PPM  America/JNL  Money Market  Division'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
division  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
Division nor that  Division'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 THE 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 generally  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;  (2)  minimum  distributions
required to be made under the Code;  and (3) hardship  withdrawals).  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 mutual funds 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,  a mutual fund will be deemed  adequately  diversified if
(1) no more  than 55% of the value of the total  assets  of the  mutual  fund is
represented  by any one  investment;  (2) no more  than 70% of the  value of the
total assets of the mutual fund is  represented by any two  investments;  (3) no
more than 80% of the value of the total assets of the mutual fund is represented
by any  three  investments;  and (4) no more  than 90% of the value of the total
assets of the mutual fund 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.

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.  For  purposes of this rule,  contracts  received  in a Section  1035
exchange  will be considered  issued in the year of the exchange.  Owners should
consult a tax adviser prior to purchasing more than one annuity  contract in any
calendar year.


Partial 1035 Exchanges

Section 1035 of the Code provides that an annuity contract may be exchanged in a
tax-free transaction for another annuity contract. Historically, it was presumed
that only the exchange of an entire contract,  as opposed to a partial exchange,
would be accorded tax-free status. In 1998 in Conway vs.  Commissioner,  the Tax
Court held that the direct  transfer  of a portion of an annuity  contract  into
another annuity contract  qualified as a non-taxable  exchange.  On November 22,
1999, the Internal  Revenue  Service filed an Action on Decision which indicated
that  it  acquiesced  in the Tax  Court  decision  in  Conway.  However,  in its
acquiesence  with the decision of the Tax Court,  the Internal  Revenue  Service
stated that it will challenge  transactions  where taxpayers enter into a series
of partial exchanges and annuitizations as part of a design to avoid application
of the 10%  premature  distribution  penalty  or other  limitations  imposed  on
annuity  contracts  under the Code. In the absence of further  guidance from the
Internal  Revenue Service it is unclear what specific types of partial  exchange
designs and transactions will be challenged by the Internal Revenue Service. Due
to the  uncertainty  in this area owners  should  consult their own tax advisers
prior to entering into a partial exchange of an annuity contract.


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.


Death Benefits

Any death  benefits paid under the Contact are taxable to the  beneficiary.  The
rules governing the taxation of payments from an annuity contract,  as discussed
above,  generally  apply to the payment of death  benefits and depend on whether
the death benefits are paid as a lump sum or as annuity  payments.  Estate taxes
may also apply.


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.


With  respect  to (4)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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 (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  made on
account of an IRS levy upon the qualified  contracts;  (8) 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);  (9)  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 (10)  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.


With  respect  to (3)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

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 Contracts  offered  herein are designed to be suitable for use under various
types of Qualified Plans. Taxation of participants 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  pursuant to the plan.  Some  retirement
plans  are  subject  to  distribution  and  other   requirements  that  are  not
incorporated into the Company's  administrative  procedures.  The Company is not
bound by the  terms  and  conditions  of such  plans to the  extent  such  terms
conflict with the terms of a Contract,  unless the Company specifically consents
to  be  bound.   Owners,   Annuitants  and  Beneficiaries  are  responsible  for
determining  that  contributions,  distributions  and  other  transactions  with
respect to the Contracts comply with applicable law.

A Qualified  Contract will not provide any necessary or additional  tax deferral
if it is used to fund a  Qualified  Plan  that  is tax  deferred.  However,  the
Contract has features and benefits  other than tax deferral  that may make it an
appropriate   investment   for  a  Qualified   Plan.   Following  are  generally
descriptions  of the types of Qualified  Plans with which the  Contracts  may be
used.  Such  descriptions  are not exhaustive and are for general  informational
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 as described
herein.  Generally,   Contract  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  Contracts.  (See  "Tax
Treatment of Withdrawals - Qualified Contracts" below.)

On July 6, 1983,  the Supreme  Court decided in Arizona  Governing  Committee v.
Norris that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection with
certain  Qualified Plans will utilize tables which do not  differentiate  on the
basis of sex.  Such annuity  tables will also be available for use in connection
with certain non-qualified deferred compensation plans.



         (a) 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.

         (b) 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
         taxable  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.


         (c) Roth IRAs

         Section 408A of the Code provides that  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  and  are  not  deductible  from  taxable  income.  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. There are no similar limitations on rollovers from a Roth
         IRA to another Roth IRA.

         (d) Pension and Profit-Sharing Plans


         Sections  401(a) and  401(k) of the Code  permit  employers,  including
         self-employed  individuals,  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 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 Code provisions,  employees and independent  contracts performing
         services  for  state  and  local   governments  and  other   tax-exempt
         organizations  may  participate  in Deferred  Compensation  Plans Under
         Section 457 of the Code. The amounts  deferred under a Plan which meets
         the  requirements  of Section 457 of the Code are not taxable as income
         to the  participant  until  paid or  otherwise  made  available  to the
         participant or beneficiary. As a general rule, the maximum amount which
         can be  deferred  in any one year is the  lesser  of  $8,000  or 33 1/3
         percent  of the  participant's  includible  compensation.  However,  in
         limited  circumstances,  the plan may provided for additional  catch-up
         contributions in each of the last three years before normal  retirement
         age.  Furthermore,   the  Code  provides  additional  requirements  and
         restrictions regarding eligibility and distributions.

         All of the  assets  and income of a Plan  established  by  governmental
         employer after August 20, 1996, must be held in trust for the exclusive
         benefit of  participants  and their  beneficiaries.  For this  purpose,
         custodial accounts and certain annuity contracts are treated as trusts.
         Plans  that were in  existence  on August  20,  1996 may be  amended to
         satisfy the trust and exclusive  benefit  requirement any time prior to
         January  1,  1999,  and must be  amended  not  later  than that date to
         continue to receive favorable tax treatment. The requirement of a trust
         does   not   apply   to   amounts   under  a  Plan   of  a   tax-exempt
         (non-governmental)  employer.  In addition,  the requirement of a trust
         does not apply to amounts  under a Plan of a  governmental  employer if
         the Plan is not an eligible  plan within the meaning of section  457(b)
         of the Code.  In the  absence of such a trust,  amounts  under the plan
         will be subject to the claims of the employer's general creditor's.

         In general,  distributions from a Plan are prohibited under section 457
         of the Code unless made after the participation employee:

         o        attains age 70 1/2,
         o        separates from service,
         o        dies, or
         o        suffers an unforeseeable financial emergency as defined in the
                  Code.

         Under  present  federal tax law,  amounts  accumulated  in a Plan under
         section  457 of the Code  cannot be  transferred  or  rolled  over on a
         tax-deferred  basis  except for certain  transfers to other Plans under
         section 457.


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 division 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.

The net investment  factor for any investment  division for any valuation period
during the  accumulation and annuity phases 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  division  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  division  (no  federal  income  taxes are
                           applicable under present law);

         (b)      is the  net  asset  value  of the  series  share  held  in the
                  investment division 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]














                              FINANCIAL STATEMENTS



                                DECEMBER 31, 1999


<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To Jackson National Life Insurance Company and
       Contract Owners of Jackson National Separate Account - III


We have audited the accompanying  statement of assets and liabilities of each of
the twenty-three  portfolios comprising Jackson National Separate Account - III,
including the schedule of  investments  as of December 31, 1999, and the related
statements  of  operations  and  changes in net  assets for each of the  periods
indicated.  These financial  statements are the  responsibility  of the Separate
Account's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements based on our audit. The accompanying  financial statements
of Jackson National Separate Account - III as of December 31, 1998, were audited
by other auditors  whose report  thereon dated  February 17, 1999,  expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of the twenty-three  portfolios
comprising  Jackson National  Separate Account - III as of December 31, 1999 and
the results of its  operations and changes in net assets for each of the periods
indicated, in conformity with generally accepted accounting principles.


/s/ KPMG, LLP

February 2, 2000



<PAGE>

                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                       Statement of Assets and Liabilities
                                December 31, 1999

<TABLE>
<CAPTION>

                                                                              PORTFOLIOS
                                   -------------------------------------------------------------------------------------------------
                                                                                 JNL/
                                                                              J.P. MORGAN    JNL/PIMCO
                                    JNL/JANUS     JNL/JANUS                  INTERNATIONAL     TOTAL                    JNL/PUTNAM
                                    AGGRESSIVE      GLOBAL     JNL/ALLIANCE   & EMERGING      RETURN      JNL/PUTNAM       VALUE
                                      GROWTH       EQUITIES       GROWTH        MARKETS        BOND         GROWTH        EQUITY
                                   ------------- ------------- ------------- -------------------------------------------------------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>           <C>
ASSETS:

   Investments in JNL Series
    Trust and JNL Variable
    Fund III LLC, at market
    value (See Schedule of
    Investments) ...............   $ 23,928,424  $ 20,005,327  $  9,575,973  $    961,096  $  5,225,929  $ 12,900,096  $  7,556,960
   Due from Jackson National
    Life Insurance Company .....         52,211        31,105        21,105             -             -        24,762             -
   Receivable for investments
    sold .......................            981        13,297           393            40           215           529           311
                                   ------------- ------------- ------------- -------------- ------------ ------------- -------------
     Total Assets ..............     23,981,616    20,049,729     9,597,471       961,136     5,226,144    12,925,387     7,557,271


LIABILITIES:

   Payable for investments
    purchased ..................         52,211        31,105        21,105             -             -        24,762             -
   Due to Jackson National Life
    Insurance Company ..........            981        13,297           393            40           215           529           311
                                   ------------- ------------- ------------- -------------- ------------ ------------- -------------
     Total Liabilities .........         53,192        44,402        21,498            40           215        25,291           311
                                   ------------- ------------- ------------- -------------- ------------ ------------- -------------


NET ASSETS .....................   $ 23,928,424  $ 20,005,327  $  9,575,973  $    961,096  $  5,225,929  $ 12,900,096  $  7,556,960
                                   ============= ============= ============= ============= ============= ============= =============

TOTAL NET ASSETS REPRESENTED BY:
   Number of units outstanding .        958,597     1,186,162       615,807        78,494       506,433       885,116       773,947
                                   ============= ============= ============= ============= ============= ============= =============
   Unit value (net assets
   divided by units outstanding)   $      24.96  $      16.87  $      15.55  $      12.24  $      10.32  $      14.57  $       9.76
                                   ============= ============= ============= ============= ============= ============= =============
</TABLE>


                See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
                                 ---------------------------------------------------------------------------------------------------


                                    GOLDMAN                                     PPM                                     SALOMON
                                   SACHS/JNL     LAZARD/JNL    LAZARD/JNL   AMERICA/JNL     SALOMON       SALOMON     BROTHERS/JNL
                                   GROWTH &      SMALL CAP      MID CAP        MONEY      BROTHERS/JNL  BROTHERS/JNL   HIGH YIELD
                                    INCOME         VALUE         VALUE         MARKET       BALANCED    GLOBAL BOND       BOND

                                 -------------- ------------- ------------- ------------- ------------- ------------- -------------
<S>                              <C>            <C>           <C>           <C>           <C>           <C>           <C>
ASSETS:

   Investments in JNL Series
    Trust and JNL Variable
    Fund III LLC, at market
    value (See Schedule of
    Investments) ............... $  4,750,612   $  1,515,410  $  1,553,974  $ 26,158,384  $  3,775,067  $  1,412,980  $  4,675,495
   Due from Jackson National
    Life Insurance Company .....            -         12,679             -             -             -             -             -
   Receivable for investments
    sold .......................          195             62            64         1,326           155            58         3,421
                                 -------------- ------------- ------------- ------------- ------------- ------------- -------------
     Total Assets ..............    4,750,807      1,528,151     1,554,038    26,159,710     3,775,222     1,413,038     4,678,916


LIABILITIES:

   Payable for investments
    purchased ..................            -         12,679             -             -             -             -             -
   Due to Jackson National Life
    Insurance Company ..........          195             62            64         1,326           155            58         3,421
                                 -------------- ------------- ------------- ------------- ------------- ------------- -------------
     Total Liabilities .........          195         12,741            64         1,326           155            58         3,421
                                 -------------- ------------- ------------- ------------- ------------- ------------- -------------


NET ASSETS ..................... $  4,750,612   $  1,515,410  $  1,553,974  $ 26,158,384  $  3,775,067  $  1,412,980  $  4,675,495
                                 ============== ============= ============= ============= ============= ============= =============

TOTAL NET ASSETS REPRESENTED BY:
   Number of units outstanding .      531,964        181,352       171,410     2,478,280       377,698       142,600       486,613
                                 ============== ============= ============= ============= ============= ============= =============
   Unit value (net assets
   divided by units outstanding) $       8.93   $       8.36  $       9.07  $       10.56 $       9.99  $       9.91  $       9.61
                                 ============== ============= ============= ============= ============= ============= =============
</TABLE>

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

                                   T. ROWE
                                  PRICE/JNL      T. ROWE
                                 INTERNATIONAL  PRICE/JNL
                                    EQUITY       MID-CAP
                                  INVESTMENT      GROWTH

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

ASSETS:

   Investments in JNL Series
    Trust and JNL Variable
    Fund III LLC, at market
    value (See Schedule of
    Investments) ............... $  2,702,727  $  5,235,710
   Due from Jackson National
    Life Insurance Company .....            -             -
   Receivable for investments
    sold .......................        5,479           215
                                 ------------- -------------
     Total Assets ..............    2,708,206     5,235,925


LIABILITIES:

   Payable for investments
    purchased ..................            -             -
   Due to Jackson National Life
    Insurance Company ..........        5,479           215
                                 ------------- -------------
     Total Liabilities .........        5,479           215
                                 ------------- -------------


NET ASSETS ..................... $  2,702,727  $  5,235,710
                                 ============= =============

TOTAL NET ASSETS REPRESENTED BY:
   Number of units outstanding .      209,556       415,659
                                 ============= =============
   Unit value (net assets
   divided by units outstanding) $      12.90  $      12.60
                                 ============= =============




<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                 Statement of Assets and Liabilities (continued)
                                December 31, 1999

<TABLE>
<CAPTION>

                                                                             PORTFOLIOS
                                  --------------------------------------------------------------------------------------------------


                                                                              JNL/S&P                     JNL/S&P      JNL/FIRST
                                    JNL/S&P       JNL/S&P       JNL/S&P         VERY        JNL/S&P        EQUITY      TRUST THE
                                  CONSERVATIVE    MODERATE     AGGRESSIVE    AGGRESSIVE      EQUITY      AGGRESSIVE    DOW TARGET
                                   GROWTH II     GROWTH II     GROWTH II     GROWTH II     GROWTH II     GROWTH II         10
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>
ASSETS:

   Investments in JNL Series
    Trust and JNL Variable Fund
    III LLC, at market value
    (See Schedule of
    Investments) ...............  $  6,509,634  $ 10,448,590  $  3,377,858  $  3,122,446  $  4,732,422  $    945,528  $    375,241
   Due from Jackson National
    Life Insurance Company .....             -        13,063         9,232         9,232        36,105             -             -
   Receivable for investments
    sold .......................           268           429           138           128        29,040            39            15
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
     Total Assets                    6,509,902    10,462,082     3,387,228     3,131,806     4,797,567       945,567       375,256


LIABILITIES:

   Payable for investments
    purchased ..................             -        13,063         9,232         9,232        36,105             -             -
   Due to Jackson National Life
    Insurance Company ..........           268           429           138           128        29,040            39            15
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
     Total Liabilities .........           268        13,492         9,370         9,360        65,145            39            15
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------


NET ASSETS .....................  $  6,509,634  $ 10,448,590  $  3,377,858  $  3,122,446  $  4,732,422  $    945,528  $    375,241
                                  ============= ============= ============= ============= ============= ============= =============

TOTAL NET ASSETS REPRESENTED BY:
   Number of units outstanding .       602,879       854,501       268,049       208,299       354,886        67,079        42,257
                                  ============= ============= ============= ============= ============= ============= =============
   Unit value (net assets
    divided by units
    outstanding) ...............  $      10.80  $      12.23  $      12.60  $      14.99  $      13.34  $      14.10  $      8.88
                                  ============= ============= ============= ============= ============= ============= =============
</TABLE>

                See accompanying notes to financial statements.

<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                             Statement of Operations
                      For the Year ended December 31, 1999
<TABLE>
<CAPTION>


                                                                             PORTFOLIOS
                                  -------------------------------------------------------------------------------------------------
                                                                                JNL/
                                                                            J.P. MORGAN    JNL/PIMCO
                                   JNL/JANUS     JNL/JANUS                  INTERNATIONAL    TOTAL                     JNL/PUTNAM
                                   AGGRESSIVE      GLOBAL     JNL/ALLIANCE   & EMERGING      RETURN      JNL/PUTNAM      VALUE
                                     GROWTH       EQUITIES       GROWTH       MARKETS         BOND         GROWTH        EQUITY
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>
NET REALIZED GAIN FROM SALES
   OF INVESTMENTS:

   Proceeds from sales .........  $ 45,967,493  $327,627,756  $  2,256,965  $  1,134,611  $  3,219,833  $  3,616,433  $  2,508,927
   Cost of investments sold ....    41,203,880   320,186,670     2,082,585     1,090,601     3,212,651     3,323,234     2,447,128
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
   Net realized gain from sales
    of investments .............     4,763,613     7,441,086       174,380        44,010         7,182       293,199        61,799


CHANGE IN NET UNREALIZED GAIN
(LOSS)
   ON INVESTMENTS:

   Unrealized gain beginning of
    period .....................       326,358       106,114       160,905         4,148        35,572       309,584       158,513
   Unrealized gain (loss) end
    of period ..................     3,567,183     1,203,575     1,242,841       130,785        28,280     2,459,500      (253,788)
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
   Change in net unrealized
    gain (loss)
    on investments .............     3,240,825     1,097,461     1,081,936       126,637        (7,292)    2,149,916      (412,301)
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------


NET GAIN (LOSS) ON INVESTMENTS .     8,004,438     8,538,547     1,256,316       170,647          (110)    2,443,115      (350,502)


EXPENSES:

   Administrative charge .......        13,740        13,496         6,545           566         6,921        10,459         7,699
   Mortality and expense risk
    charge .....................       123,656       121,465        58,910         5,091        62,293        94,127        69,295
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------

   TOTAL EXPENSES ..............       137,396       134,961        65,455         5,657        69,214       104,586        76,994
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------

INCREASE (DECREASE) IN NET
   ASSETS RESULTING FROM
   OPERATIONS ..................  $  7,867,042  $  8,403,586  $  1,190,861  $    164,990  $    (69,324) $  2,338,529  $   (427,496)
                                  ============= ============= ============= ============= ============= ============= =============
</TABLE>


                See accompanying notes to financial statements.

<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                       Statement of Operations (continued)
                      For the Year ended December 31, 1999

<TABLE>
<CAPTION>

                                                                  PORTFOLIOS
                                     ----------------------------------------------------------------------


                                        GOLDMAN                                     PPM
                                       SACHS/JNL    LAZARD/JNL    LAZARD/JNL    AMERICA/JNL     SALOMON
                                       GROWTH &      SMALL CAP      MID CAP        MONEY      BROTHERS/JNL
                                        INCOME         VALUE         VALUE         MARKET       BALANCED
                                     ------------- ------------- -------------- ------------- -------------
<S>                                  <C>           <C>           <C>            <C>           <C>
NET REALIZED GAIN (LOSS) FROM SALES
   OF INVESTMENTS:

   Proceeds from sales ............  $  1,344,141  $    688,817  $  3,227,042   $278,718,209  $  1,039,996
   Cost of investments sold .......     1,316,352       666,538     3,198,603    278,375,335     1,025,012
                                     ------------- ------------- -------------- ------------- -------------
   Net realized gain (loss) from
    sales of investments ..........        27,789        22,279        28,439        342,874        14,984


CHANGE IN NET UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:

   Unrealized gain beginning of
    period ........................         8,957        11,507        30,840         34,310        56,805
   Unrealized gain (loss) end of
    period ........................       101,064        12,212        69,789        114,868         9,192
                                     ------------- ------------- -------------- ------------- -------------
   Change in net unrealized gain
    (loss) on investments .........        92,107           705        38,949         80,558       (47,613)
                                     ------------- ------------- -------------- ------------- -------------


NET GAIN (LOSS) ON INVESTMENTS ....       119,896        22,984        67,388        423,432       (32,629)


EXPENSES:

   Administrative charge ..........         4,935         1,262         1,488         13,142         4,413
   Mortality and expense risk
    charge ........................        44,417        11,359        13,385        118,280        39,716
                                     ------------- ------------- -------------- ------------- -------------

   TOTAL EXPENSES .................        49,352        12,621        14,873        131,422        44,129
                                     ------------- ------------- -------------- ------------- -------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ......  $     70,544  $     10,363  $     52,515   $    292,010  $    (76,758)
                                     ============= ============= ============== ============= =============
</TABLE>

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

                                                      SALOMON
                                        SALOMON     BROTHERS/JNL
                                      BROTHERS/JNL   HIGH YIELD
                                      GLOBAL BOND       BOND
                                      ------------- -------------

NET REALIZED GAIN (LOSS) FROM SALES
   OF INVESTMENTS:

   Proceeds from sales ............   $  1,255,947  $  2,054,013
   Cost of investments sold .......      1,254,326     2,071,086
                                      ------------- -------------
   Net realized gain (loss) from
    sales of investments ..........          1,621       (17,073)


CHANGE IN NET UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:

   Unrealized gain beginning of
    period ........................          7,102        20,365
   Unrealized gain (loss) end of
    period ........................         26,911       (55,245)
                                      ------------- -------------
   Change in net unrealized gain
    (loss) on investments .........         19,809       (75,610)
                                      ------------- -------------


NET GAIN (LOSS) ON INVESTMENTS ....         21,430       (92,683)


EXPENSES:

   Administrative charge ..........          1,843         5,291
   Mortality and expense risk
    charge ........................         16,581        47,615
                                      ------------- -------------

   TOTAL EXPENSES .................         18,424        52,906
                                      ------------- -------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ......   $      3,006  $   (145,589)
                                      ============= =============

- -------------------------------------
(1) Period from August 16, 1999 (commencement of operations).

                See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

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

                                         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>
NET REALIZED GAIN (LOSS) FROM SALES
   OF INVESTMENTS:

   Proceeds from sales ............   $ 71,649,649   $ 48,943,642  $  1,653,566  $  1,608,944  $    728,611  $  1,897,116
   Cost of investments sold .......     70,702,016     48,286,881     1,585,270     1,478,028       701,170     1,781,760
                                      -------------- ------------- ------------- ------------- ------------- -------------
   Net realized gain (loss) from
    sales of investments ..........        947,633        656,761        68,296       130,916        27,441       115,356


CHANGE IN NET UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:

   Unrealized gain beginning of
    period ........................         45,892        171,691        70,099       195,432        11,101        18,417
   Unrealized gain (loss) end of
    period ........................        274,347        491,945       721,225     1,550,925       507,000       522,058
                                      -------------- ------------- ------------- ------------- ------------- -------------
   Change in net unrealized gain
    (loss) on investments .........        228,455        320,254       651,126     1,355,493       495,899       503,641
                                      -------------- ------------- ------------- ------------- ------------- -------------


NET GAIN (LOSS) ON INVESTMENTS ....      1,176,088        977,015       719,422     1,486,409       523,340       618,997


EXPENSES:

   Administrative charge ..........          2,960          5,122         5,965         9,431         2,488         2,128
   Mortality and expense risk
    charge ........................         26,643         46,096        53,685        84,882        22,390        19,157
                                      -------------- ------------- ------------- ------------- ------------- -------------

   TOTAL EXPENSES .................         29,603         51,218        59,650        94,313        24,878        21,285
                                      -------------- ------------- ------------- ------------- ------------- -------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ......   $  1,146,485   $    925,797  $    659,772  $  1,392,096  $    498,462  $    597,712
                                      ============== ============= ============= ============= ============= =============

</TABLE>

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


                                                       JNL/S&P      JNL/FIRST
                                         JNL/S&P        EQUITY      TRUST THE
                                          EQUITY      AGGRESSIVE    DOW TARGET
                                        GROWTH II     GROWTH II        10(1)
                                       ------------- ------------- -------------

NET REALIZED GAIN (LOSS) FROM SALES
   OF INVESTMENTS:

   Proceeds from sales ............    $    787,597  $    904,983  $    905,625
   Cost of investments sold .......         725,965       871,825     1,011,270
                                       ------------- ------------- -------------
   Net realized gain (loss) from
    sales of investments ..........          61,632        33,158      (105,645)


CHANGE IN NET UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:

   Unrealized gain beginning of
    period ........................          60,114        18,698             -
   Unrealized gain (loss) end of
    period ........................         777,356       163,042       (33,018)
                                       ------------- ------------- -------------
   Change in net unrealized gain
    (loss) on investments .........         717,242       144,344       (33,018)
                                       ------------- ------------- -------------


NET GAIN (LOSS) ON INVESTMENTS ....         778,874       177,502      (138,663)


EXPENSES:

   Administrative charge ..........           2,724           751           584
   Mortality and expense risk
    charge ........................          24,519         6,757         5,256
                                       ------------- ------------- -------------

   TOTAL EXPENSES .................          27,243         7,508         5,840
                                       ------------- ------------- -------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ......    $    751,631  $    169,994  $   (144,503)
                                       ============= ============= =============


<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                       Statements of Changes in Net Assets


<TABLE>
<CAPTION>

                                                                            PORTFOLIOS
                                     ------------------------------------------------------------------------------------------



                                             JNL/JANUS                      JNL/JANUS                    JNL/ALLIANCE
                                         AGGRESSIVE GROWTH               GLOBAL EQUITIES                    GROWTH
                                     ----------------------------   ----------------------------  -----------------------------
                                                    PERIOD FROM                    PERIOD FROM                    PERIOD FROM
                                                     APRIL 14,                      APRIL 14,                      APRIL 30,
                                      YEAR ENDED      1998* TO       YEAR ENDED     1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,  DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                         1999           1998            1999          1998            1999           1998
                                     -------------- -------------   ----------------------------  -------------- --------------
<S>                                  <C>            <C>             <C>           <C>             <C>            <C>
OPERATIONS:

   Net realized gain (loss) from
    sales of investments ........... $  4,763,613   $      7,926    $  7,441,086  $     (5,260)   $    174,380   $        591
   Change in net unrealized gain
    (loss) on investments ..........    3,240,825        326,358       1,097,461       106,114       1,081,936        160,905
   Administrative charge ...........      (13,740)          (794)        (13,496)         (650)         (6,545)          (424)
   Mortality and expense risk charge     (123,656)        (7,147)       (121,465)       (5,852)        (58,910)        (3,814)
                                     -------------- -------------   ------------  --------------  -------------- --------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......    7,867,042        326,343       8,403,586        94,352       1,190,861        157,258


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................   14,137,950      1,597,089       9,967,251     1,540,138       7,390,412        837,442
                                     -------------- -------------   ------------  --------------  -------------- --------------

   Increase in net assets ..........   22,004,992      1,923,432      18,370,837     1,634,490       8,581,273        994,700


NET ASSETS:

   Beginning of period .............    1,923,432              -       1,634,490             -         994,700              -
                                     -------------- -------------   ------------  --------------  -------------- --------------

   End of period ................... $ 23,928,424   $  1,923,432    $ 20,005,327  $  1,634,490    $  9,575,973   $    994,700
                                     ============== =============   ============= ==============  ============== ==============
</TABLE>

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




                See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------------------------------



                                           JNL/J.P. MORGAN                  JNL/PIMCO                      JNL/PUTNAM
                                      INTERNATIONAL & EMERGING          TOTAL RETURN BOND                    GROWTH
                                               MARKETS
                                     -----------------------------  ----------------------------   ----------------------------
                                                     PERIOD FROM                   PERIOD FROM                    PERIOD FROM
                                                      APRIL 14,                     APRIL 22,                      APRIL 30,
                                      YEAR ENDED      1998* TO       YEAR ENDED     1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,  DECEMBER 31,     DECEMBER 31,   DECEMBER 31,
                                         1999           1998            1999          1998            1999           1998
                                     -------------- --------------  ----------------------------   ------------- --------------
<S>                                  <C>            <C>             <C>           <C>              <C>           <C>
OPERATIONS:

   Net realized gain (loss) from
    sales of investments ........... $     44,010   $     (2,021)   $      7,182  $      4,350     $    293,199  $    (12,769)
   Change in net unrealized gain
    (loss) on investments ..........      126,637          4,148          (7,292)       35,572        2,149,916       309,584
   Administrative charge ...........         (566)           (26)         (6,921)       (1,195)         (10,459)         (826)
   Mortality and expense risk charge       (5,091)          (239)        (62,293)      (10,752)         (94,127)       (7,432)
                                     -------------- --------------  ------------- --------------   ------------- --------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......      164,990          1,862         (69,324)       27,975        2,338,529       288,557


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................      738,966         55,278       2,822,073     2,445,205        8,211,899     2,061,111
                                     -------------- --------------  ------------- --------------   ------------- --------------

   Increase in net assets ..........      903,956         57,140       2,752,749     2,473,180       10,550,428     2,349,668


NET ASSETS:

   Beginning of period .............       57,140              -       2,473,180             -        2,349,668             -
                                     -------------- --------------  ------------- --------------   ------------- --------------

   End of period ................... $    961,096   $     57,140    $  5,225,929  $  2,473,180     $ 12,900,096  $  2,349,668
                                     ============== ==============  ============= ==============   ============= ==============
</TABLE>


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



                                            JNL/PUTNAM VALUE
                                                 EQUITY

                                      ----------------------------
                                                       PERIOD FROM
                                                        APRIL 30,
                                         YEAR ENDED      1998* TO
                                        DECEMBER 31,   DECEMBER 31,
                                           1999           1998
                                      -------------- -------------

OPERATIONS:

   Net realized gain (loss) from
    sales of investments ...........   $     61,799   $    (13,558)
   Change in net unrealized gain
    (loss) on investments ..........       (412,301)       158,513
   Administrative charge ...........         (7,699)        (1,040)
   Mortality and expense risk charge        (69,295)        (9,359)
                                       -------------- -------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......       (427,496)       134,556


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................      5,791,015      2,058,885
                                       -------------- -------------

   Increase in net assets ..........      5,363,519      2,193,441


NET ASSETS:

   Beginning of period .............      2,193,441              -
                                       -------------- -------------

   End of period ...................   $  7,556,960   $  2,193,441
                                       ============== =============

<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                 Statement of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                            PORTFOLIOS
                                     ------------------------------------------------------------------------------------------



                                         GOLDMAN SACHS/JNL             LAZARD/JNL SMALL CAP           LAZARD/JNL MID CAP
                                          GROWTH & INCOME                     VALUE                          VALUE
                                     ----------------------------   ----------------------------  -----------------------------
                                                    PERIOD FROM                    PERIOD FROM                    PERIOD FROM
                                                     APRIL 14,                      APRIL 30,                      APRIL 30,
                                      YEAR ENDED      1998* TO       YEAR ENDED     1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,  DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                         1999           1998            1999          1998            1999           1998
                                     -------------- -------------   ----------------------------  -------------- --------------
<S>                                  <C>            <C>             <C>           <C>             <C>            <C>
OPERATIONS:

   Net realized gain (loss) from
    sales of investments ........... $     27,789   $     (8,793)   $     22,279  $     (5,793)   $     28,439   $     (3,168)

   Change in net unrealized gain
    (loss) on investments ..........       92,107          8,957             705        11,507          38,949         30,840
   Administrative charge ...........       (4,935)          (712)         (1,262)         (162)         (1,488)          (178)
   Mortality and expense risk charge      (44,417)        (6,410)        (11,359)       (1,460)        (13,385)        (1,609)
                                     -------------- -------------   ----------------------------  -------------- --------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......       70,544         (6,958)         10,363         4,092          52,515         25,885


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................    3,196,270      1,490,756       1,174,148       326,807       1,044,507        431,067
                                     -------------- -------------   ----------------------------  -------------- --------------

   Increase in net assets ..........    3,266,814      1,483,798       1,184,511       330,899       1,097,022        456,952


NET ASSETS:

   Beginning of period .............    1,483,798              -         330,899             -         456,952              -
                                     -------------- -------------   ----------------------------  -------------- --------------

   End of period ................... $  4,750,612   $  1,483,798    $  1,515,410  $    330,899    $  1,553,974   $    456,952
                                     ============== =============   ============= ==============  ============== ==============
</TABLE>

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

                See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------------------------------




                                           PPM AMERICA/JNL             SALOMON BROTHERS/JNL           SALOMON BROTHERS/JNL
                                            MONEY MARKET                     BALANCED                     GLOBAL BOND
                                     -----------------------------  ----------------------------   ----------------------------
                                                     PERIOD FROM                   PERIOD FROM                    PERIOD FROM
                                                      APRIL 14,                     APRIL 22,                      APRIL 22,
                                      YEAR ENDED      1998* TO       YEAR ENDED     1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,  DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                         1999           1998            1999          1998            1999           1998
                                     -------------- --------------  ----------------------------   ------------- --------------
<S>                                  <C>            <C>             <C>           <C>              <C>           <C>
OPERATIONS:

   Net realized gain (loss) from
    sales of investments ........... $    342,874   $     16,047    $     14,984  $        905     $      1,621  $     (2,975)

   Change in net unrealized gain
    (loss) on investments ..........       80,558         34,310         (47,613)       56,805           19,809         7,102
   Administrative charge ...........      (13,142)        (1,585)         (4,413)         (683)          (1,843)         (543)
   Mortality and expense risk charge     (118,280)       (14,264)        (39,716)       (6,146)         (16,581)       (4,886)
                                     -------------- --------------  ----------------------------   ------------- --------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......      292,010         34,508         (76,758)       50,881            3,006        (1,302)


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................   23,752,092      2,079,774       2,510,613     1,290,331          472,891       938,385
                                     -------------- --------------  ----------------------------   ------------- --------------

   Increase in net assets ..........   24,044,102      2,114,282       2,433,855     1,341,212          475,897       937,083


NET ASSETS:

   Beginning of period .............    2,114,282              -       1,341,212             -          937,083             -
                                     -------------- --------------  ----------------------------   ------------- --------------

   End of period ................... $ 26,158,384   $  2,114,282    $  3,775,067  $  1,341,212     $  1,412,980  $    937,083
                                     ============== ==============  ============= ==============   ============= ==============
</TABLE>

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




                                          SALOMON BROTHERS/JNL
                                            HIGH YIELD BOND
                                       ----------------------------
                                                      PERIOD FROM
                                                       APRIL 22,
                                        YEAR ENDED      1998* TO
                                        DECEMBER 31,   DECEMBER 31,
                                           1999           1998
                                       -------------- -------------

OPERATIONS:

   Net realized gain (loss) from
    sales of investments ...........   $    (17,073)  $     (4,295)

   Change in net unrealized gain
    (loss) on investments ..........        (75,610)        20,365
   Administrative charge ...........         (5,291)        (1,159)
   Mortality and expense risk charge        (47,615)       (10,430)
                                       -------------- -------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......       (145,589)         4,481


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................      2,735,519      2,081,084
                                       -------------- -------------

   Increase in net assets ..........      2,589,930      2,085,565


NET ASSETS:

   Beginning of period .............      2,085,565              -
                                       -------------- -------------

   End of period ...................   $  4,675,495   $  2,085,565
                                       ============== =============


<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                 Statement of Changes in Net Assets (continued)
<TABLE>
<CAPTION>
                                                                            PORTFOLIOS
                                     ------------------------------------------------------------------------------------------


                                         T. ROWE PRICE/JNL                                                  JNL/S&P
                                        INTERNATIONAL EQUITY            T. ROWE PRICE/JNL                CONSERVATIVE
                                             INVESTMENT                   MID-CAP GROWTH                   GROWTH II
                                     ----------------------------   ----------------------------  -----------------------------
                                                    PERIOD FROM                    PERIOD FROM                    PERIOD FROM
                                                     APRIL 30,                      APRIL 16,                      APRIL 13,
                                      YEAR ENDED      1998* TO       YEAR ENDED     1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,  DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                         1999           1998            1999          1998            1999           1998
                                     -------------- -------------   ----------------------------  -------------- --------------

<S>                                  <C>            <C>             <C>           <C>             <C>            <C>
OPERATIONS:

   Net realized gain (loss) from
    sales of investments ........... $    947,633   $        462    $    656,761  $     (5,046)   $     68,296   $   (657,589)
   Change in net unrealized gain
    on investments .................      228,455         45,892         320,254       171,691         651,126         70,099
   Administrative charge ...........       (2,960)          (281)         (5,122)         (600)         (5,965)        (2,699)
   Mortality and expense risk charge      (26,643)        (2,533)        (46,096)       (5,406)        (53,685)       (24,292)
                                     -------------- -------------   ------------- --------------  -------------- --------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......    1,146,485         43,540         925,797       160,639         659,772       (614,481)


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................      947,658        565,044       2,974,727     1,174,547       4,148,151      2,316,192
                                     -------------- -------------   ------------- --------------  -------------- --------------

   Increase in net assets ..........    2,094,143        608,584       3,900,524     1,335,186       4,807,923      1,701,711


NET ASSETS:

   Beginning of period .............      608,584              -       1,335,186             -       1,701,711              -
                                     -------------- -------------   ------------- --------------  -------------- --------------

   End of period ................... $  2,702,727   $    608,584    $  5,235,710  $  1,335,186    $  6,509,634   $  1,701,711
                                     ============== =============   ============= ==============  ============== ==============
</TABLE>

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


                See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
                                     ------------------------------------------------------------------------------------------



                                          JNL/S&P MODERATE              JNL/S&P AGGRESSIVE                JNL/S&P VERY
                                              GROWTH II                     GROWTH II                 AGGRESSIVE GROWTH II
                                     -----------------------------  ----------------------------   ----------------------------
                                                     PERIOD FROM                   PERIOD FROM                    PERIOD FROM
                                                      APRIL 13,                     APRIL 13,                      APRIL 13,
                                      YEAR ENDED      1998* TO       YEAR ENDED     1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,  DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                         1999           1998            1999          1998            1999           1998
                                     -------------- --------------  ------------- --------------   ------------- --------------

<S>                                  <C>            <C>             <C>           <C>              <C>           <C>
OPERATIONS:

   Net realized gain (loss) from
    sales of investments ........... $    130,916   $     (1,954)   $     27,441  $     (2,619)    $    115,356  $      4,234
   Change in net unrealized gain
    on investments .................    1,355,493        195,432         495,899        11,101          503,641        18,417
   Administrative charge ...........       (9,431)        (1,729)         (2,488)         (187)          (2,128)         (156)
   Mortality and expense risk charge      (84,882)       (15,556)        (22,390)       (1,677)         (19,157)       (1,407)
                                     -------------- --------------  ------------- --------------   ------------- --------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......    1,392,096        176,193         498,462         6,618          597,712        21,088


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................    6,201,622      2,678,679       2,612,419       260,359        2,370,067       133,579
                                     -------------- --------------  ------------- --------------   ------------- --------------

   Increase in net assets ..........    7,593,718      2,854,872       3,110,881       266,977        2,967,779       154,667


NET ASSETS:

   Beginning of period .............    2,854,872              -         266,977             -          154,667             -
                                     -------------- --------------  ------------- --------------   ------------- --------------

   End of period ................... $ 10,448,590   $  2,854,872    $  3,377,858  $    266,977     $  3,122,446  $    154,667
                                     ============== ==============  ============= ==============   ============= ==============
</TABLE>



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



                                             JNL/S&P EQUITY
                                               GROWTH II
                                       ----------------------------
                                                      PERIOD FROM
                                                       APRIL 13,
                                        YEAR ENDED      1998* TO
                                        DECEMBER 31,   DECEMBER 31,
                                           1999           1998
                                       -------------- -------------


OPERATIONS:

   Net realized gain (loss) from
    sales of investments ...........   $     61,632   $     (1,943)
   Change in net unrealized gain
    on investments .................        717,242         60,114
   Administrative charge ...........         (2,724)          (373)
   Mortality and expense risk charge        (24,519)        (3,359)
                                       -------------- -------------

INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .......        751,631         54,439


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6) ........................      3,380,404        545,948
                                       -------------- -------------

   Increase in net assets ..........      4,132,035        600,387


NET ASSETS:

   Beginning of period .............        600,387              -
                                       -------------- -------------

   End of period ...................   $  4,732,422   $    600,387
                                       ============== =============

<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                 Statement of Changes in Net Assets (continued)

<TABLE>
<CAPTION>

                                                     PORTFOLIOS
                                     ---------------------------------------------

                                                                     JNL/FIRST
                                                                     TRUST THE
                                           JNL/S&P EQUITY            DOW TARGET
                                        AGGRESSIVE GROWTH II             10
                                     ----------------------------   --------------
                                                    PERIOD FROM      PERIOD FROM
                                                     APRIL 13,       AUGUST 16,
                                      YEAR ENDED      1998* TO        1999* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,
                                         1999           1998            1999
                                     -------------- -------------   --------------
<S>                                  <C>            <C>             <C>
OPERATIONS:

   Net realized gain (loss) from
    sales of investments             $     33,158   $     (3,060)   $   (105,645)

   Change in net unrealized gain
    (loss) on investments                 144,344         18,698         (33,018)
   Administrative charge                     (751)          (187)           (584)
   Mortality and expense risk charge       (6,757)        (1,686)         (5,256)
                                     -------------- -------------   --------------

INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS             169,994         13,765        (144,503)


NET DEPOSITS INTO SEPARATE ACCOUNT
   (NOTE 6)                               551,594        210,175         519,744
                                     -------------- -------------   --------------

   Increase in net assets                 721,588        223,940         375,241


NET ASSETS:

   Beginning of period                    223,940              -               -
                                     -------------- -------------   --------------

   End of period                     $    945,528   $    223,940    $    375,241
                                     ============== =============   ==============
</TABLE>

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

                See accompanying notes to financial statements.

<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                             Schedule of Investments
                                December 31, 1999

<TABLE>
<CAPTION>

                                                                                    NUMBER                           MARKET
         JNL SERIES TRUST                                                         OF SHARES          COST             VALUE
         ----------------                                                       --------------- ---------------- ----------------

<S>                                                                                    <C>      <C>              <C>
         JNL/Janus Aggressive Growth ......................................            598,660  $   20,361,241   $   23,928,424

         JNL/Janus Global Equities ........................................            560,530      18,801,752       20,005,327

         JNL/Alliance Growth ..............................................            575,479       8,333,132        9,575,973

         JNL/J.P. Morgan International & Emerging Markets .................             73,087         830,311          961,096

         JNL/PIMCO Total Return Bond ......................................            542,109       5,197,649        5,225,929

         JNL/Putnam Growth ................................................            453,430      10,440,596       12,900,096

         JNL/Putnam Value Equity ..........................................            450,355       7,810,748        7,556,960

         Goldman Sachs/JNL Growth & Income ................................            507,544       4,649,548        4,750,612

         Lazard/JNL Small Cap Value .......................................            171,426       1,503,198        1,515,410

         Lazard/JNL Mid Cap Value .........................................            161,368       1,484,185        1,553,974

         PPM America/JNL Money Market .....................................         26,158,384      26,043,516       26,158,384

         Salomon Brothers/JNL Balanced ....................................            373,399       3,765,875        3,775,067

         Salomon Brothers/JNL Global Bond .................................            137,852       1,386,069        1,412,980

         Salomon Brothers/JNL High Yield Bond .............................            536,796       4,730,740        4,675,495

         T. Rowe Price/JNL International Equity Investment ................            160,972       2,428,380        2,702,727

         T. Rowe Price/JNL Mid-Cap Growth .................................            220,823       4,743,765        5,235,710

         JNL/S&P Conservative Growth II ...................................            591,247       5,788,409        6,509,634

         JNL/S&P Moderate Growth II .......................................            836,556       8,897,665       10,448,590

         JNL/S&P Aggressive Growth II .....................................            261,444       2,870,858        3,377,858

         JNL/S&P Very Aggressive Growth II ................................            203,152       2,600,388        3,122,446

         JNL/S&P Equity Growth II .........................................            346,190       3,955,066        4,732,422

         JNL/S&P Equity Aggressive Growth II ..............................             65,480         782,486          945,528

         JNL VARIABLE FUND III LLC
         -------------------------

         JNL/First Trust The Dow Target 10 ................................             42,020         408,259          375,241

</TABLE>

                See accompanying notes to financial statements.

<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                          Notes to Financial Statements


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 13, 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-three Portfolios,  each of which invests in the following series
         mutual funds:

         JNL SERIES TRUST
                  JNL/Janus Aggressive Growth Series
                  JNL/Janus Global Equities Series
                  JNL/Alliance Growth Series
                  JNL/J.P. Morgan 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

         JNL VARIABLE FUND III LLC
                  JNL/First Trust The Dow Target 10 Series

         Jackson National Financial Services,  LLC, a wholly-owned subsidiary of
JNL, serves as investment adviser for all the series.


<PAGE>

                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                    Notes to Financial Statements (continued)


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.

         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 corresponding series
                  mutual  funds  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.  Investments  in the Series are recorded on
                  trade date.  The  Separate  Account  does not record  dividend
                  income as the Series follow the  accounting  practice known as
                  consent  dividending,  whereby all 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.  Under current law, no federal  income taxes are
                  payable with respect to 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 contracts.

<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                    Notes to Financial Statements (continued)


NOTE 3 - POLICY CHARGES (CONTINUED)

         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  December  31,  1999,  $8,646 in contract
                  maintenance charges were assessed.

         Transfer Fee Charge

                  A  transfer  fee  of $25  will  apply  to  transfers  made  by
                  policyholders   between   the   Portfolios   and  between  the
                  Portfolios  and the general  account 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  December  31,  1999,  $6,675 in
                  transfer fees were assessed.

         Insurance Charges

                  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.

                  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.


<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                    Notes to Financial Statements (continued)


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         For the period ended  December 31, 1999,  purchases  and proceeds  from
sales of investments are as follows:

<TABLE>
<CAPTION>

                                                                                                     PROCEEDS
         JNL SERIES TRUST                                                           PURCHASES       FROM SALES
         ----------------                                                        ---------------- ----------------

<S>                                                                              <C>              <C>
         JNL/Janus Aggressive Growth ........................................    $   59,968,047   $   45,967,493

         JNL/Janus Global Equities ..........................................       337,460,046      327,627,756

         JNL/Alliance Growth ................................................         9,581,922        2,256,965

         JNL/J.P. Morgan International & Emerging Markets ...................         1,867,920        1,134,611

         JNL/PIMCO Total Return Bond ........................................         5,972,692        3,219,833

         JNL/Putnam Growth ..................................................        11,723,746        3,616,433

         JNL/Putnam Value Equity ............................................         8,222,948        2,508,927

         Goldman Sachs/JNL Growth & Income ..................................         4,491,059        1,344,141

         Lazard/JNL Small Cap Value .........................................         1,850,344          688,817

         Lazard/JNL Mid Cap Value ...........................................         4,256,676        3,227,042

         PPM America/JNL Money Market .......................................       302,338,879      278,718,209

         Salomon Brothers/JNL Balanced ......................................         3,506,480        1,039,996

         Salomon Brothers/JNL Global Bond ...................................         1,710,414        1,255,947

         Salomon Brothers/JNL High Yield Bond ...............................         4,736,626        2,054,013

         T. Rowe Price/JNL International Equity Investment ..................        72,567,704       71,649,649

         T. Rowe Price/JNL Mid-Cap Growth ...................................        51,867,151       48,943,642

         JNL/S&P Conservative Growth II .....................................         5,742,067        1,653,566

         JNL/S&P Moderate Growth II .........................................         7,716,253        1,608,944

         JNL/S&P Aggressive Growth II .......................................         3,316,152          728,611

         JNL/S&P Very Aggressive Growth II ..................................         4,245,898        1,897,116

         JNL/S&P Equity Growth II ...........................................         4,140,758          787,597

         JNL/S&P Equity Aggressive Growth II ................................         1,449,069          904,983

         JNL VARIABLE FUND III LLC
         -------------------------

         JNL/First Trust The Dow Target 10 ..................................         1,419,529          905,625
</TABLE>

<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                    Notes to Financial Statements (continued)

NOTE 5 -  ACCUMULATION OF UNIT ACTIVITY

     The  following is a  reconciliation  of unit activity for the periods ended
December 31, 1999 and 1998:

<TABLE>
<CAPTION>

                                               UNITS                                 UNITS                                 UNITS
                                            OUTSTANDING     UNITS       UNITS     OUTSTANDING     UNITS       UNITS     OUTSTANDING
PORTFOLIO:                                  AT 4/13/98*     ISSUED     REDEEMED   AT 12/31/98     ISSUED     REDEEMED   AT 12/31/99
- ----------                                  -----------     ------     --------   -----------     ------     --------   -----------


<S>                                                          <C>         <C>          <C>        <C>        <C>             <C>
JNL/Janus Aggressive Growth .............             -      173,958     (26,370)     147,588    3,045,882  (2,234,873)     958,597

JNL/Janus Global Equities ...............             -      174,310     (17,189)     157,121   26,422,342 (25,393,301)   1,186,162

JNL/Alliance Growth .....................             -       91,947     (11,141)      80,806      692,505    (157,504)     615,807

JNL/J.P. Morgan International & Emerging
Markets .................................             -        9,348      (3,003)       6,345      181,391    (109,242)      78,494

JNL/PIMCO Total Return Bond .............             -      263,371     (27,884)     235,487      575,508    (304,562)     506,433

JNL/Putnam Growth .......................             -      232,942     (27,422)     205,520      966,319    (286,723)     885,116

JNL/Putnam Value Equity .................             -      252,192     (33,195)     218,997      792,284    (237,334)     773,947

Goldman Sachs/JNL Growth & Income .......             -      190,969     (19,131)     171,838      505,255    (145,129)     531,964

Lazard/JNL Small Cap Value ..............             -       47,964      (8,197)      39,767      221,089     (79,504)     181,352

Lazard/JNL Mid Cap Value ................             -       55,924      (3,896)      52,028      487,186    (367,804)     171,410

PPM America/JNL Money Market ............             -    1,055,954    (849,467)     206,487   28,848,081 (26,576,288)   2,478,280

Salomon Brothers/JNL Balanced ...........             -      140,938      (8,626)     132,312      343,983     (98,597)     377,698

Salomon Brothers/JNL Global Bond ........             -      108,874     (13,967)      94,907      174,350    (126,657)     142,600

Salomon Brothers/JNL High Yield Bond ....             -      246,032     (35,969)     210,063      481,833    (205,283)     486,613

T. Rowe Price/JNL International Equity
Investment ..............................             -       66,813      (5,403)      61,410    6,666,844  (6,518,698)     209,556

T. Rowe Price/JNL Mid-Cap Growth ........             -      146,878     (17,387)     129,491    4,703,866  (4,417,698)     415,659

JNL/S&P Conservative Growth II ..........             -    1,050,964    (870,657)     180,307      583,847    (161,275)     602,879

JNL/S&P Moderate Growth II ..............             -      418,915    (136,549)     282,366      711,552    (139,417)     854,501

JNL/S&P Aggressive Growth II ............             -       53,601     (26,749)      26,852      306,412     (65,215)     268,049

JNL/S&P Very Aggressive Growth II .......             -       41,281     (26,805)      14,476      343,396    (149,573)     208,299

JNL/S&P Equity Growth II ................             -       89,773     (29,326)      60,447      363,464     (69,025)     354,886

JNL/S&P Equity Aggressive Growth II .....             -       45,930     (24,080)      21,850      124,707     (79,478)      67,079

JNL/First Trust The Dow Target 10 .......             -            -           -            -      145,869    (103,612)      42,257
</TABLE>

- --------------------------------------------
* Commencement of operations of Jackson National Separate Account - III.

<PAGE>

                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                    Notes to Financial Statements (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 and JNL Variable Fund III LLC. 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 periods ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>

                                                                              PORTFOLIOS
                                       -----------------------------------------------------------------------------------------



                                          JNL/JANUS AGGRESSIVE            JNL/JANUS GLOBAL                 JNL/ALLIANCE
                                                 GROWTH                       EQUITIES                        GROWTH
                                       ----------------------------  ----------------------------   ----------------------------
                                                      PERIOD FROM                   PERIOD FROM                    PERIOD FROM
                                                       APRIL 14,                     APRIL 14,                      APRIL 30,
                                        YEAR ENDED     1998* TO       YEAR ENDED      1998* TO       YEAR ENDED     1998* TO
                                       DECEMBER 31,  DECEMBER 31,    DECEMBER 31,   DECEMBER 31,    DECEMBER 31,  DECEMBER 31,
                                           1999          1998            1999           1998            1999          1998
                                       ------------- --------------  -------------- -------------   ------------- --------------

<S>                                    <C>           <C>             <C>            <C>             <C>           <C>
Proceeds from units issued             $ 11,071,301  $  1,437,801    $ 11,253,708   $  1,476,998    $  6,150,408  $    710,470
Value of units redeemed                    (507,778)       (2,002)       (375,667)       (10,653)       (379,742)       (2,545)
Transfers between portfolios and
   between portfolios and
   general account                        3,574,995       161,290        (908,370)        73,800       1,620,082       129,518
                                       ------------- --------------  -------------- -------------   ------------- --------------

Total gross deposits net of
   transfers to general account          14,138,518     1,597,089       9,969,671      1,540,145       7,390,748       837,443

DEDUCTIONS:
Policyholder charges                            568             -           2,420              7             336             1
                                       ------------- --------------  -------------- -------------   ------------- --------------

Net deposits from policyholders        $ 14,137,950  $  1,597,089    $  9,967,251   $  1,540,138    $  7,390,412  $    837,442
                                       ============= ==============  ============== =============   ============= ==============
</TABLE>

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


<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                    Notes to Financial Statements (continued)


NOTE 6 -  RECONCILIATION  OF GROSS AND NET DEPOSITS  INTO THE  SEPARATE  ACCOUNT
(CONTINUED)

<TABLE>
<CAPTION>

                                                                            PORTFOLIOS
                                     ------------------------------------------------------------------------------------------



                                           JNL/J.P. MORGAN                JNL/PIMCO TOTAL                  JNL/PUTNAM
                                            INTERNATIONAL                   RETURN BOND                      GROWTH
                                         & EMERGING MARKETS


                                     ----------------------------   ----------------------------  -----------------------------
                                                    PERIOD FROM                   PERIOD FROM                    PERIOD FROM
                                                     APRIL 14,                     APRIL 22,                      APRIL 30,
                                      YEAR ENDED     1998* TO        YEAR ENDED     1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,  DECEMBER 31,      DECEMBER 31,  DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                         1999          1998             1999          1998            1999           1998
                                     -------------- -------------   -------------- --------------  -------------- --------------

<S>                                  <C>            <C>             <C>            <C>             <C>            <C>
Proceeds from units issued ......... $    608,705   $     52,112    $  4,439,529   $  2,448,775    $  7,817,698   $  1,762,252
Value of units redeemed ............      (30,086)          (121)       (507,481)       (37,296)       (507,056)       (25,088)
Transfers between portfolios and
   between portfolios and
   general account .................      160,628          3,287      (1,109,305)        33,726         902,306        323,961
                                     -------------- -------------   -------------- --------------  -------------- --------------

Total gross deposits net of
   transfers to general account ....      739,247         55,278       2,822,743      2,445,205       8,212,948      2,061,125

DEDUCTIONS:
Policyholder charges ...............          281              -             670              -           1,049             14
                                     -------------- -------------   -------------- --------------  -------------- --------------

Net deposits from policyholders .... $    738,966   $     55,278    $  2,822,073   $  2,445,205    $  8,211,899   $  2,061,111
                                     ============== =============   ============== ==============  ============== ==============
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------



                                              JNL/PUTNAM                 GOLDMAN SACHS/JNL                 LAZARD/JNL
                                             VALUE EQUITY                 GROWTH & INCOME                SMALL CAP VALUE
                                     -----------------------------  ----------------------------   ----------------------------
                                                    PERIOD FROM                   PERIOD FROM                    PERIOD FROM
                                                     APRIL 30,                     APRIL 14,                      APRIL 30,
                                      YEAR ENDED      1998* TO       YEAR ENDED     1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,  DECEMBER 31,    DECEMBER 31,     DECEMBER 31,
                                         1999           1998            1999          1998            1999           1998
                                     -------------- --------------  ----------------------------   ------------- --------------
<S>                                  <C>            <C>             <C>           <C>              <C>           <C>
Proceeds from units issued ......... $  5,997,433   $  1,983,473    $  3,559,856  $  1,366,017     $  1,108,485  $    279,583
Value of units redeemed ............     (437,450)       (57,226)       (356,818)      (23,949)         (31,674)       (1,803)
Transfers between portfolios and
   between portfolios and
   general account .................      231,805        132,651          (6,293)      148,689           97,488        49,027
                                     -------------- --------------  ----------------------------   ------------- --------------

Total gross deposits net of
   transfers to general account ....    5,791,788      2,058,898       3,196,745     1,490,757        1,174,299       326,807

DEDUCTIONS:
Policyholder charges ...............          773             13             475             1              151             -
                                     -------------- --------------  ----------------------------   ------------- --------------

Net deposits from policyholders .... $  5,791,015   $  2,058,885    $  3,196,270  $  1,490,756     $  1,174,148  $    326,807
                                     ============== ==============  ============================   ============= ==============
</TABLE>


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



                                             LAZARD/JNL
                                            MID CAP VALUE
                                     ----------------------------
                                                    PERIOD FROM
                                                     APRIL 30,
                                      YEAR ENDED     1998* TO
                                       DECEMBER 31,  DECEMBER 31,
                                         1999          1998
                                     -------------- -------------


Proceeds from units issued ......... $  1,066,361   $    339,935
Value of units redeemed ............     (107,968)        (3,008)
Transfers between portfolios and
   between portfolios and
   general account .................       86,308         94,141
                                     -------------- -------------

Total gross deposits net of
   transfers to general account ....    1,044,701        431,068

DEDUCTIONS:
Policyholder charges ...............          194              1
                                     -------------- -------------

Net deposits from policyholders .... $  1,044,507   $    431,067
                                     ============== =============


<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                    Notes to Financial Statements (continued)


NOTE 6 -  RECONCILIATION  OF GROSS AND NET DEPOSITS  INTO THE  SEPARATE  ACCOUNT
(CONTINUED)

<TABLE>
<CAPTION>

                                                                            PORTFOLIOS
                                     ------------------------------------------------------------------------------------------



                                           PPM AMERICA/JNL             SALOMON BROTHERS/JNL           SALOMON BROTHERS/JNL
                                            MONEY MARKET                     BALANCED                     GLOBAL BOND


                                     ----------------------------   ----------------------------  -----------------------------
                                                    PERIOD FROM                     PERIOD FROM                   PERIOD FROM
                                                     APRIL 14,                       APRIL 22,                      APRIL 22,
                                      YEAR ENDED     1998* TO        YEAR ENDED      1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                         1999          1998             1999           1998            1999           1998
                                     -------------- -------------   -------------- --------------  -------------- --------------
<S>                                  <C>            <C>             <C>            <C>             <C>            <C>
Proceeds from units issued ......... $ 26,229,651   $  2,857,237    $  2,851,006   $  1,162,018    $  1,270,006   $    943,933
Value of units redeemed ............   (3,999,297)    (3,591,814)       (368,850)       (30,228)       (216,208)       (27,587)
Transfers between portfolios and
   between portfolios and
   general account .................    1,524,474      2,814,451          29,085        158,541        (580,492)        22,040
                                     -------------- -------------   -------------- --------------  -------------- --------------

Total gross deposits net of
   transfers to general account ....   23,754,828      2,079,874       2,511,241      1,290,331         473,306        938,386

DEDUCTIONS:
Policyholder charges ...............        2,736            100             628              -             415              1
                                     -------------- -------------   -------------- --------------  -------------- --------------

Net deposits from policyholders .... $ 23,752,092   $  2,079,774    $  2,510,613   $  1,290,331    $    472,891   $    938,385
                                     ============== =============   ============== ==============  ============== ==============
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------------------------------


                                                                         T. ROWE PRICE/JNL
                                         SALOMON BROTHERS/JNL          INTERNATIONAL EQUITY             T. ROWE PRICE/JNL
                                           HIGH YIELD BOND                  INVESTMENT                   MID-CAP GROWTH

                                     -----------------------------  ----------------------------   ----------------------------
                                                    PERIOD FROM                     PERIOD FROM                   PERIOD FROM
                                                     APRIL 22,                       APRIL 30,                     APRIL 16,
                                      YEAR ENDED      1998* TO       YEAR ENDED       1998* TO       YEAR ENDED     1998* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                         1999           1998            1999           1998             1999           1998
                                     -------------- --------------  -------------- --------------   ------------- --------------
<S>                                  <C>            <C>             <C>            <C>              <C>           <C>
Proceeds from units issued ......... $  3,687,677   $  2,077,954    $ 2,007,993    $   549,870      $ 2,792,374   $ 1,105,762
Value of units redeemed ............     (472,597)       (46,833)      (153,074)       (15,165)        (274,573)      (12,933)
Transfers between portfolios and
   between portfolios and
   general account .................     (478,928)        49,963       (906,386)        30,339          457,795        81,718
                                     -------------- --------------  -------------- --------------   ------------- --------------

Total gross deposits net of
   transfers to general account ....    2,736,152      2,081,084        948,533        565,044        2,975,596     1,174,547

DEDUCTIONS:
Policyholder charges ...............          633              -            875              -              869             -
                                     -------------- --------------  -------------- --------------   ------------- --------------

Net deposits from policyholders .... $  2,735,519   $  2,081,084    $   947,658    $   565,044      $ 2,974,727   $ 1,174,547
                                     ============== ==============  ============== ==============   ============= ==============
</TABLE>

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



                                                JNL/S&P
                                        CONSERVATIVE GROWTH II

                                      ----------------------------
                                                       PERIOD FROM
                                                        APRIL 13,
                                        YEAR ENDED       1998* TO
                                        DECEMBER 31,   DECEMBER 31,
                                            1999          1998
                                       -------------- -------------

Proceeds from units issued .........   $ 4,904,380    $ 1,658,371
Value of units redeemed ............      (806,809)      (136,170)
Transfers between portfolios and
   between portfolios and
   general account .................        51,116        793,991
                                       -------------- -------------

Total gross deposits net of
   transfers to general account ....     4,148,687      2,316,192

DEDUCTIONS:
Policyholder charges ...............           536              -
                                       -------------- -------------

Net deposits from policyholders ....   $ 4,148,151    $ 2,316,192
                                       ============== =============


<PAGE>
                     JACKSON NATIONAL SEPARATE ACCOUNT - III

                    Notes to Financial Statements (continued)


NOTE 6 -  RECONCILIATION  OF GROSS AND NET DEPOSITS  INTO THE  SEPARATE  ACCOUNT
(CONTINUED)

<TABLE>
<CAPTION>

                                                                            PORTFOLIOS
                                     ------------------------------------------------------------------------------------------



                                          JNL/S&P MODERATE              JNL/S&P AGGRESSIVE          JNL/S&P VERY AGGRESSIVE
                                              GROWTH II                      GROWTH II                     GROWTH II


                                     ----------------------------   ----------------------------  -----------------------------
                                                    PERIOD FROM                    PERIOD FROM                    PERIOD FROM
                                                     APRIL 13,                      APRIL 13,                      APRIL 13,
                                      YEAR ENDED     1998* TO        YEAR ENDED      1998* TO       YEAR ENDED      1998* TO
                                     DECEMBER 31,    DECEMBER       DECEMBER 31,   DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                                        31,
                                         1999          1998             1999           1998            1999           1998
                                     -------------- -------------   -------------- --------------  -------------- --------------

<S>                                  <C>            <C>             <C>            <C>             <C>            <C>
Proceeds from units issued ........  $  5,777,942   $  2,650,860    $  2,694,819   $    267,519    $  2,314,711   $    134,621
Value of units redeemed ...........      (332,510)       (51,104)       (231,356)        (4,641)        (69,512)        (3,866)
Transfers between portfolios and
   between portfolios and
   general account ................       756,876         78,923         148,980         (2,519)        125,113          2,824
                                     -------------- -------------   -------------- --------------  -------------- --------------

Total gross deposits net of
   transfers to general account ...     6,202,308      2,678,679       2,612,443        260,359       2,370,312        133,579

DEDUCTIONS:
Policyholder charges ..............           686              -              24              -             245              -
                                     -------------- -------------   -------------- --------------  -------------- --------------

Net deposits from policyholders ...  $  6,201,622   $  2,678,679    $  2,612,419   $    260,359    $  2,370,067   $    133,579
                                     ============== =============   ============== ==============  ============== ==============
</TABLE>

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



<PAGE>

<TABLE>
<CAPTION>
                                     ---------------------------------------------------------------------------

                                                                         JNL/FIRST
                                                                         TRUST THE
                                            JNL/S&P EQUITY           JNL/S&P EQUITY AGGRESSIVE      DOW TARGET
                                              GROWTH II                      GROWTH II                  10


                                     -----------------------------  ----------------------------   -------------
                                                    PERIOD FROM                    PERIOD FROM      PERIOD FROM
                                                     APRIL 13,                      APRIL 13,       AUGUST 16,
                                      YEAR ENDED      1998* TO       YEAR ENDED      1998* TO        1999* TO
                                     DECEMBER 31,   DECEMBER 31,    DECEMBER 31,   DECEMBER 31,     DECEMBER 31,
                                         1999           1998            1999           1998            1999
                                     -------------- --------------  -------------- --------------   -------------

<S>                                  <C>            <C>             <C>            <C>              <C>
Proceeds from units issued ........  $  2,943,087   $    539,408    $    647,274   $    206,119     $  293,834
Value of units redeemed ...........      (199,058)       (18,206)        (19,629)        (3,946)          (854)
Transfers between portfolios and
   between portfolios and
   general account ................       636,878         24,746         (75,797)         8,002        226,764
                                     -------------- --------------  -------------- --------------   -------------
Total gross deposits net of
   transfers to general account ...     3,380,907        545,948         551,848        210,175        519,744

DEDUCTIONS:
Policyholder charges ..............           503              -             254              -              -
                                     -------------- --------------  -------------- --------------   -------------

Net deposits from policyholders ...  $  3,380,404   $    545,948    $    551,594   $    210,175     $  519,744
                                     ============== ==============  ============== ==============   =============
</TABLE>


<PAGE>
                     JACKSON NATIONAL LIFE INSURANCE COMPANY

                                AND SUBSIDIARIES



                               [GRAPHIC OMITTED]














                        CONSOLIDATED FINANCIAL STATEMENTS


                                DECEMBER 31, 1999








<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS



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


We have audited the accompanying  consolidated balance sheet of Jackson National
Life  Insurance  Company as of December  31,  1999 and the related  consolidated
statements of income,  stockholder's  equity and comprehensive  income, and cash
flows for the year then ended. These consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  consolidated  financial  statements  based on our  audit.  The
accompanying  consolidated statements of Jackson National Life Insurance Company
as of December 31, 1998,  were audited by other  auditors  whose report  thereon
dated February 5, 1999, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes  examining on a test basis evidence  supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Jackson National
Life  Insurance  Company  as of  December  31,  1999,  and  the  results  of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
generally accepted accounting principles.

As discussed more fully in note 2 to the financial statements, effective January
1, 1999,  Jackson National Life Insurance  Company adopted Statement of Position
97-3,  "Accounting by Insurance  Companies and Other  Enterprises  for Insurance
Related Assessments."







February 2, 2000






<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                                        DECEMBER 31,
                                                                           -------------------------------------
                                                                            1999             1998
                                                                           ------------------  -----------------
<S>                                                                            <C>                <C>
ASSETS

   Investments:
     Cash and short-term investments .................................         $  2,162,340       $  2,487,418
     Investments available for sale, at market value:
        Fixed maturities (amortized cost: 1999, $27,325,447; 1998,
         $26,615,730) ................................................           26,233,916         27,304,968
        Equities (cost: 1999, $443,781; 1998, $247,307) ..............              497,096            319,831
     Mortgage loans, net of allowance ................................            3,421,720          2,465,807
     Policy loans ....................................................              675,643            652,628
     Other invested assets ...........................................              861,981            415,493
                                                                           ------------------  -----------------
         Total investments ...........................................           33,852,696         33,646,145

   Accrued investment income .........................................              445,241            427,297
   Deferred acquisition costs ........................................            2,000,305          1,311,314
   Reinsurance recoverable ...........................................              328,010            256,189
   Deferred income taxes .............................................              298,215                  -
   Value of acquired insurance in force ..............................              138,734            154,402
   Other assets ......................................................              162,540             91,750
   Variable annuity assets ...........................................            4,522,188          1,951,659
                                                                           ==================  =================
         Total assets ................................................        $  41,747,929       $ 37,838,756
                                                                           ==================  =================

LIABILITIES AND STOCKHOLDER'S EQUITY
     LIABILITIES
     Policy reserves and liabilities:
       Reserves for future policy benefits ...........................        $     669,275       $    650,305
       Deposits on investment contracts ..............................           25,339,544         25,135,640
       Guaranteed investment contracts ...............................            4,658,339          4,566,859
       Other policyholder funds ......................................               11,147             12,262
       Claims payable ................................................              221,288            168,278
     Trust instruments supported by funding agreements ...............              997,973                  -
     Reverse repurchase agreements ...................................            1,439,334            922,121
     Securities lending payable ......................................              288,000            425,000
     Surplus note payable ............................................              249,184            249,176
     Income taxes payable to Parent ..................................              179,123            178,236
     Liability for guaranty fund assessments .........................               80,225             66,846
     Deferred income taxes ...........................................                    -             23,122
     Other liabilities ...............................................              631,451            607,250
     Variable annuity liabilities ....................................            4,522,188          1,951,659
                                                                           ------------------  -----------------
         Total liabilities ...........................................           39,287,071         34,956,754
                                                                           ------------------  -----------------

     STOCKHOLDER'S EQUITY
     Capital stock, $1.15 par value; authorized 50,000 shares;
       issued and outstanding 12,000 shares ..........................               13,800             13,800
     Additional paid-in capital ......................................            1,360,982          1,360,982
     Accumulated other comprehensive income
       net of tax of $(250,835) in 1999 and  $175,147 in 1998 ........            (465,836)            325,273
     Retained earnings ...............................................            1,551,912          1,181,947
                                                                           ------------------  -----------------
     Total stockholder's equity ......................................            2,460,858          2,882,002
                                                                           ==================  =================
         Total liabilities and stockholder's equity ..................     $     41,747,929       $ 37,838,756
                                                                           ==================  =================
</TABLE>



          See accompanying notes to consolidated financial statements.


<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS


CONSOLIDATED INCOME STATEMENT
(IN THOUSANDS)
<TABLE>
<CAPTION>

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


                                                                          YEARS ENDED DECEMBER 31,
                                                               1999                 1998                1997
                                                          -----------------    -----------------  ------------------
<S>                                                       <C>                  <C>                <C>
REVENUES
   Premiums and other considerations ..................   $        258,311     $        263,686   $        275,851

   Net investment income ..............................          2,476,196            2,478,277          2,333,509

   Net realized investment gains ......................             44,318               69,446             80,335

   Fee income:
     Mortality charges ................................            134,744              136,040            136,285
     Surrender charges ................................             72,601               76,878             66,638
     Expense charges ..................................             17,481               19,217             20,175
     Variable annuity fees ............................             41,521               21,411             10,202
     Net asset management fees ........................             13,118                7,044              5,219
     Net retained commissions .........................                  -                  396                443
                                                          -----------------    -----------------  ------------------
   Total fee income ...................................            279,465              260,986            238,962

   Other income .......................................             37,286               32,974             31,251
                                                          -----------------    -----------------  ------------------
     Total revenues ...................................          3,095,576            3,105,369          2,959,908
                                                          -----------------    -----------------  ------------------

BENEFITS AND EXPENSES
   Death benefits .....................................            273,400              274,219            279,014
   Interest credited on deposit liabilities ...........          1,637,478            1,664,133          1,586,249
   Interest expense on surplus notes and reverse
      repurchase agreements ...........................             73,991              121,035            107,738
   Interest expense on trust instruments supported
      by funding agreements ...........................             28,480                    -                  -
   Decrease in reserves, net of reinsurance
      recoverables ....................................            (32,199)             (20,712)           (23,292)
   Other policyholder benefits ........................             15,820               10,534             16,170
   Commissions ........................................            312,213              208,177            274,906
   General and administrative expenses ................            206,121              169,274            169,473
   Taxes, licenses and fees ...........................              8,872               14,152             21,852
   Deferral of policy acquisition costs ...............           (360,205)            (251,166)          (320,246)
   Amortization of acquisition costs:
     Attributable to operations .......................            210,248              194,045            191,425
     Attributable to net realized investment gains ....             15,798               24,096             24,687
   Amortization of insurance in force .................             15,668               14,843             14,039
                                                          -----------------    -----------------  ------------------
     Total benefits and expenses ......................          2,405,685            2,422,630          2,342,015
                                                          -----------------    -----------------  ------------------
     Pretax income ....................................            689,891              682,739            617,893
   Federal income tax expense .........................            241,500              239,000            216,300
                                                          -----------------    -----------------  ------------------

     Income before cumulative effect of change in
       accounting principle ...........................            448,391              443,739            401,593
   Cumulative effect of change in accounting principle              17,884                    -                  -
                                                          =================    =================  ==================
     NET INCOME .......................................   $        466,275     $        443,739   $        401,593
                                                          =================    =================  ==================

   Pro forma net income assuming the change in
    accounting principle is applied retroactively .....   $        448,391     $        437,811   $        397,571
                                                          =================    =================  ==================
</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS


CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY AND COMPREHENSIVE INCOME
(IN THOUSANDS)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        YEARS ENDED DECEMBER 31,
                                                                             1999                 1998                 1997
                                                                       -------------------  -------------------  -------------------

<S>                                                                    <C>                  <C>                   <C>
COMMON STOCK, beginning and end of year .........................      $         13,800     $         13,800      $        13,800
                                                                       -------------------  -------------------  -------------------

ADDITIONAL PAID-IN CAPITAL
Beginning of year ...............................................             1,360,982              832,982              648,982
    Capital contributions .......................................                     -              528,000              184,000
                                                                       -------------------  -------------------  -------------------
End of year .....................................................             1,360,982            1,360,982              832,982
                                                                       -------------------  -------------------  -------------------

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Beginning of year ...............................................               325,273              440,537              180,432
    Net unrealized investment (losses) gains, net
       of reclassification adjustment and net of
       tax of $(425,982) in 1999, $(62,065) in
       1998, and $140,057 in 1997 ...............................              (791,109)            (115,264)             260,105
                                                                       -------------------  -------------------  -------------------
End of year .....................................................              (465,836)             325,273              440,537
                                                                       -------------------  -------------------  -------------------

RETAINED EARNINGS
Beginning of year ...............................................             1,181,947            1,327,830            1,170,737
    Net income ..................................................               466,275              443,739              401,593
    Dividends paid to stockholder ...............................               (96,310)            (589,622)            (244,500)
                                                                       -------------------  -------------------  -------------------
End of year .....................................................             1,551,912            1,181,947            1,327,830
                                                                       -------------------  -------------------  -------------------


TOTAL STOCKHOLDER'S EQUITY ......................................      $       2,460,858    $      2,882,002     $       2,615,149
                                                                       ===================  ===================  ===================
</TABLE>
<TABLE>
<CAPTION>
                                                                                         YEARS ENDED DECEMBER 31,
                                                                              1999                 1998                 1997
                                                                        -------------------  -------------------  ------------------
COMPREHENSIVE INCOME (LOSS)
<S>                                                                     <C>                  <C>                  <C>      <C>
Net income ......................................................       $        466,275     $        443,739     4        401,593
Net unrealized holding gains (losses) arising during
       the period, net of tax of $(398,646) in 1999,
       $(41,366) in 1998 and $148,906 in 1997 ...................               (740,343)             (76,823)             276,539
Reclassification adjustment for gains included in
       net income, net of tax of  $(27,336) in 1999,
       $(20,699) in 1998 and $(8,849) in 1997 ...................                (50,766)             (38,441)             (16,434)
                                                                        ===================  ===================  ==================
COMPREHENSIVE INCOME (LOSS) .....................................       $       (324,834)    $         328,475    $          661,698
                                                                        ===================  ===================  ==================
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS


CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                           YEARS ENDED DECEMBER 31,
                                                                                 1999                1998               1997
                                                                            ----------------    ----------------   -----------------
<S>                                                                         <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income .......................................................     $       466,275     $       443,739    $      401,593
     Adjustments  to  reconcile  net income to net cash
       provided  by  operating activities:
         Net realized investment gains ................................             (44,318)            (69,446)          (80,335)
         Interest credited on deposit liabilities .....................           1,637,478           1,664,133         1,586,249
         Interest expense on trust instruments supported
           by funding agreements ......................................              28,480                   -                 -
         Other charges ................................................            (224,826)           (253,546)         (233,300)
         Amortization of discount and premium on
           Investments ................................................             (69,919)           (104,586)          (18,437)
         Deferred income tax provision ................................             104,600              42,100            34,500
         Change in:
              Accrued investment income ...............................             (17,944)            (40,885)          (48,313)
              Deferred acquisition costs ..............................            (123,659)            (33,025)         (104,134)
              Value of acquired insurance in force ....................              15,668              14,843            14,039
              Income taxes payable to Parent ..........................                 887              34,941             2,931
              Other assets and liabilities, net .......................              85,808             (98,924)          659,413
                                                                            ----------------    ----------------   -----------------
     NET CASH PROVIDED BY OPERATING ACTIVITIES ........................           1,858,530           1,599,344         2,214,206
                                                                            ----------------    ----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Sales of fixed maturities and equities available for sale ........           5,374,124           6,923,936         9,078,616
     Principal repayments, maturities, calls and redemptions:
         Fixed maturities and equities available for sale .............           2,426,270           1,020,281           960,844
         Mortgage loans ...............................................             113,545             127,201            47,282
        Purchases of:
         Fixed maturities and equities available for sale .............          (8,677,736)         (8,847,509)      (11,588,708)
            Mortgage loans ............................................          (1,071,678)         (1,008,131)         (801,008)
     Other investing activities .......................................              15,873            (769,833)        1,332,795
                                                                            ----------------    ----------------   -----------------
       NET CASH USED BY INVESTING ACTIVITIES ..........................          (1,819,602)         (2,554,055)         (970,179)
                                                                            ----------------    ----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Policyholders account balances:
         Deposits .....................................................           7,211,159           5,185,920         5,244,103
         Withdrawals ..................................................          (5,723,094)         (4,306,150)       (3,599,724)
     Net transfers to separate accounts ...............................          (1,755,761)           (509,182)         (604,152)
     Surplus note payable .............................................                   -                   -           249,163
     Payment of cash dividends to Parent ..............................             (96,310)           (589,622)         (244,500)
     Capital contribution from Parent .................................                   -             528,000           184,000
                                                                            ----------------    ----------------   -----------------
     NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES .................            (364,006)            308,966         1,228,890
                                                                            ----------------    ----------------   -----------------
     NET (DECREASE) INCREASE IN CASH AND SHORT-TERM
           INVESTMENTS ................................................            (325,078)           (645,745)        2,472,917

CASH AND SHORT-TERM INVESTMENTS, BEGINNING OF PERIOD ..................           2,487,418           3,133,163           660,246
                                                                            ----------------    ----------------   -----------------
CASH AND SHORT-TERM INVESTMENTS, END OF PERIOD ........................     $     2,162,340     $    2,487,418     $   3,133,163
                                                                            ================    ================   =================
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


1.   NATURE OF OPERATIONS

     Jackson National Life Insurance  Company (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   plc
     ("Prudential"),  London,  England.  JNL  is  licensed  to  sell  group  and
     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,  LLC,  an  investment  advisor  and
     transfer agent;  Jackson National Life Distributors,  Inc., a broker dealer
     and JNL Thrift Holdings, Inc., a unitary thrift holding company.

     On November 10, 1998, JNL Thrift Holdings,  Inc.  completed its acquisition
     of First Federal Savings and Loan  Association of San Bernardino,  a thrift
     located in San  Bernardino,  California.  Following  the  acquisition,  the
     thrift was renamed Jackson Federal Bank ("Jackson  Federal").  The purchase
     price amounted to $6.5 million.  Additional  capital  contributions of $3.5
     million  and $4.2  million  were  made by the  Company  in 1999  and  1998,
     respectively.  Jackson  Federal  had total  assets of  $110.0  million  and
     deposits of $105.8 million at the date of the acquisition. The $3.8 million
     excess of the  purchase  price over the fair value of assets  acquired  was
     allocated to goodwill and core  deposits.  The core  deposits are amortized
     over 7 years and goodwill is amortized over 15 years.  The  acquisition was
     accounted for by the purchase method and the results of Jackson Federal are
     included in the consolidated income statement from the date of acquisition.

 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.

     CHANGE IN ACCOUNTING PRINCIPLES
     Effective  January  1,  1999,  JNL  adopted  Statement  of  Position  97-3,
     "Accounting   by   Insurance    Companies   and   Other   Enterprises   for
     Insurance-Related   Assessments"   ("SOP  97-3").   SOP  97-3   establishes
     accounting   standards  for  guaranty  fund  and  other  insurance  related
     assessments.  Under SOP 97-3, the Company  establishes an asset for premium
     tax offsets and policy  surcharges at the time of the assessment if certain
     circumstances  exist.  Previously,  no asset was  recorded  for premium tax
     offsets.  The adoption of SOP 97-3 is treated as a  cumulative  effect of a
     change in accounting  principle  and prior periods have not been  restated.
     The cumulative effect of the change totaling $38.0 million, net of deferred
     acquisition cost  amortization of $10.5 million and federal income taxes of
     $9.6 million is included in net income in 1999.

     Effective  January  1,  1999,  JNL  adopted  Statement  of  Position  98-1,
     "Accounting  for the Costs of Computer  Software  Developed or Obtained for
     Internal Use." The impact of adoption was not material.



<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     COMPREHENSIVE INCOME
     Effective  January 1, 1998, JNL adopted  Statement of Financial  Accounting
     Standards No. 130,  Reporting  Comprehensive  Income ("SFAS 130"). SFAS 130
     establishes  standards  for  reporting and  presentation  of  comprehensive
     income and its components in the financial statements. Comprehensive income
     includes all changes in  stockholder's  equity  (except  those arising from
     transactions with owners/shareholders) and, in the Company's case, includes
     net  income  and net  unrealized  gains/(losses)  on  securities.  SFAS 130
     requires additional disclosures in the financial statements,  but it has no
     impact on the Company's financial position or net income.

     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  consist of debt  securities and commercial  loans.  Debt
     securities   include   bonds,   notes,    redeemable    preferred   stocks,
     mortgage-backed  securities and structured securities.  All debt securities
     are considered  available for sale and are carried at aggregate fair value.
     Debt securities are reduced to estimated net realizable  value for declines
     in fair value  considered  to be other  than  temporary.  Commercial  loans
     include  certain term and  revolving  notes as well as certain  receivables
     arising from asset based lending  activities.  Commercial loans are carried
     at outstanding principal balances, less an allowance for loan losses.

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

     Mortgage loans are carried at aggregate unpaid principal  balances,  net of
     unamortized  discounts and premiums and an allowance  for loan losses.  The
     allowance for loan losses is maintained at a level  considered  adequate to
     absorb losses inherent in the mortgage loan portfolio.

     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 investments
     are  amortized  to  investment  income  using call or maturity  dates.  The
     changes  in  unrealized  gains  or  losses  on  investments  classified  as
     available for sale,  net of tax and the effect of the deferred  acquisition
     costs adjustment,  are excluded from net income and included as a component
     of comprehensive income and 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.



<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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, 1999 and 1998 hedge  available  for sale  securities  and are
     carried at fair value with the change in value  reflected in  comprehensive
     income and stockholder's equity.  Amounts paid or received on interest rate
     swap agreements 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, 1998 hedged 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
     10  years.  Put-swaptions,  designated  as a hedge  of  available  for sale
     securities, are carried at fair value with the change in value reflected in
     comprehensive income and stockholder's equity.

     Equity index  futures  contracts  and equity index call options are used to
     hedge the  Company's  obligations  associated  with its  issuance of equity
     index-linked  immediate and deferred  annuities.  The  variation  margin on
     futures  contracts is deferred and, upon closing of the contracts,  adjusts
     the basis of option  contracts  purchased.  Premiums paid for call options,
     adjusted for the effects of hedging,  are included in net investment income
     ratably  over the  terms of the  options.  The call  option  contracts  are
     included in other invested assets and are carried at intrinsic value.

     Cross-currency  swaps,  which  embody spot and forward  currency  swaps and
     additionally,  in some cases, interest rate swaps, are entered into for the
     purpose  of  hedging  the  Company's  foreign  currency  denominated  Trust
     instrument  obligations.  Cross-currency swaps are included in other assets
     at cost adjusted for transaction gains or losses using exchange rates as of
     the reporting  date.  Unrealized  foreign  currency  transaction  gains and
     losses related to hedging activities are excluded from net income.

     Derivative  financial  instruments are held primarily for hedging purposes.
     High yield bond index swaps and equity index swaps were held for investment
     purposes  in 1998 and 1997.  Emerging  market  bond index  swaps and equity
     index futures were also held for investment purposes in 1998.

     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, 1999

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


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  fair  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 fair
     value and the proceeds  reinvested  at current  yields.  The change in this
     adjustment  is included  with the change in fair value of fixed  maturities
     and equity  securities  available for sale, net of tax, that is credited or
     charged  directly  to  stockholder's  equity  and is a  component  of other
     comprehensive  income.  Deferred  acquisition  costs have been increased by
     $320.0  million at December  31, 1999 and  decreased  by $245.3  million at
     December 31, 1998 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 and
     Jackson  National  Life  Insurance  Company of New York.  In years prior to
     1998, JNL filed a  consolidated  federal income tax return with Brooke Life
     only. The non-life  insurance  company  subsidiaries  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 50% 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.  The reserve for equity
     index-linked  annuities  is  based  on two  components,  i) the  guaranteed
     contract value,  and ii) the intrinsic value of the option component of the
     contract as of the valuation date.  Obligations in excess of the guaranteed
     contract  value are hedged  through the use of futures  contracts  and call
     options.



<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     TRUST INSTRUMENTS SUPPORTED BY FUNDING AGREEMENTS
     In 1999, JNL and Jackson National Life Funding,  LLC established an initial
     $2 billion  aggregate  European Medium Term Note program.  Jackson National
     Life Funding,  LLC was formed as a special  purpose  vehicle solely for the
     purposes of issuing instruments to institutional investors, the proceeds of
     which  are  deposited  with JNL and  secured  by the  issuance  of  Funding
     Agreements.  Instruments issued representing  obligations  denominated in a
     foreign  currency  have been  hedged for  changes in  exchange  rates using
     cross-currency swaps. Trust instrument liabilities reported are adjusted to
     reflect the effects of foreign currency  transaction gains and losses using
     exchange  rates  as of the  reporting  date.  Unrealized  foreign  currency
     transaction gains and losses are excluded from net income.

     VARIABLE ANNUITY ASSETS AND LIABILITIES
     The assets and  liabilities  resulting  from  individual  variable  annuity
     contracts  which  aggregated  $4,461.2  million  and  $1,908.1  million  at
     December  31,  1999 and 1998,  respectively,  are  segregated  in  separate
     accounts.  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.

     The Company has 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 Jackson  National
     Separate  Account - II and  aggregated  $61.0  million and $43.6 million at
     December   31,  1999  and  1998,   respectively.   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
     policyholder  deposits.  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:
     Fair values for debt  securities  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.  For commercial loans,  carrying value approximates fair
     value.


<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


3.   FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

     EQUITY SECURITIES:
     Fair  values  for  common  and  non-redeemable  preferred  stock  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
     $3,400.3  million  and  $2,682.7  million at  December  31,  1999 and 1998,
     respectively.

     POLICY LOANS:
     Fair value  approximates  carrying value since policy loan balances  reduce
     the amount payable at death or surrender of the contract.

     DERIVATIVES:
     Fair values are based on quoted  market  prices,  estimates  received  from
     financial institutions, or valuation pricing models.

     VARIABLE ANNUITY ASSETS:
     Variable  annuity  assets are carried at the market value of the underlying
     securities.

     ANNUITY RESERVES:
     Fair  values for  immediate  annuities,  without  mortality  features,  are
     derived by  discounting  the future  estimated  cash  flows  using  current
     interest rates with similar maturities.  For deferred annuities, fair value
     is based on  surrender  value.  The  carrying  value and fair value of such
     annuities  approximated $20.2 billion and $19.2 billion,  respectively,  at
     December 31, 1999,  and $20.0 billion and $19.1 billion,  respectively,  at
     December 31, 1998.

     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  $4.7 billion,  at December 31,
     1999, and $4.6 billion at December 31, 1998.

     TRUST INSTRUMENTS SUPPORTED BY FUNDING AGREEMENTS:
     Fair value is based on the  present  value of future  cash flows at current
     pricing  rates.  The fair value  approximated  $1.0 billion at December 31,
     1999.

     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 $4,336.8 million and $1,861.7 million at
     December 31, 1999 and 1998, 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 $248.8 million
     and  $288.9  million  at  December  31,  1999 and 1998,  respectively.  The
     carrying value of reverse repurchase agreements approximates fair value.



<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


4.   INVESTMENTS

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

     FIXED MATURITIES
     The following  table sets forth fixed maturity  investments at December 31,
     1999,  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, 1999,  investments rated by
     the Company's  investment  advisor totaled $579.7 million.  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 ...................................                15.3%
                  AA ....................................                 2.6
                  A .....................................                16.3
                  BBB ...................................                22.1
                                                             -------------------
                      Investment grade ..................                56.3
                                                             -------------------
                  BB ....................................                 4.5
                  B and below ...........................                 2.1
                                                             -------------------
                      Below investment grade ............                 6.6
                                                             -------------------
                      Total fixed maturities ............                62.9
                                                             -------------------
                  Other assets ..........................                37.1
                                                             ===================
                      Total assets ......................               100.0%
                                                             ===================

     The amortized  cost and  estimated  fair value of fixed  maturities  are as
follows (in thousands):

<TABLE>
<CAPTION>

                                                                                GROSS             GROSS             ESTIMATED
                                                          AMORTIZED          UNREALIZED         UNREALIZED            FAIR
     DECEMBER 31, 1999                                      COST                GAINS             LOSSES              VALUE
                                                     -------------------- ------------------ ------------------- -------------------
<S>                                                       <C>                  <C>                <C>               <C>
     U.S. Treasury securities ...................         $       9,974        $        17        $      380        $        9,611
     U.S. Government agencies
          and foreign governments ...............               282,938             13,276             2,559               293,655
     Public utilities ...........................               547,355              5,419            25,850               526,924
     Corporate securities
          and commercial loans ..................            15,304,146            126,822           787,942            14,643,026
     Mortgage-backed securities .................            11,181,034             22,677           443,011            10,760,700
                                                     -------------------- ------------------ ------------------- -------------------
          Total .................................         $  27,325,447        $   168,211       $ 1,259,742        $   26,233,916
                                                     ==================== ================== =================== ===================
</TABLE>



<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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

4.   INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                              GROSS              GROSS             ESTIMATED
                                                        AMORTIZED           UNREALIZED        UNREALIZED              FAIR
     DECEMBER 31, 1998                                     COST               GAINS             LOSSES               VALUE
                                                    -------------------- ------------------ ------------------- --------------------
<S>                                                      <C>                  <C>                <C>                <C>
     U.S. Treasury securities ...................        $      11,372        $       276        $       19         $       11,629
     U.S. Government agencies
         and foreign governments ................              210,907             19,512             4,188                226,231
     Public utilities ...........................              512,375             25,274                23                537,626
     Corporate securities
           and commercial loans .................           13,929,370            671,454           220,363             14,380,461
     Mortgage-backed securities .................           11,951,706            265,076            67,761             12,149,021
                                                    -------------------- ------------------ ------------------- --------------------
          Total .................................        $  26,615,730        $   981,592        $  292,354         $   27,304,968
                                                    ==================== ================== =================== ====================
</TABLE>

     Gross unrealized gains pertaining to equity securities at December 31, 1999
     and  1998  were  $83.3  million  and  $94.3  million,  respectively.  Gross
     unrealized  losses at  December  31,  1999 and 1998 were $30.0  million and
     $21.8 million, respectively.

     The amortized cost and estimated fair value of fixed maturities at December
     31, 1999, 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 (in thousands):

<TABLE>
<CAPTION>
                                                                            AMORTIZED              ESTIMATED
                                                                              COST                FAIR VALUE
                                                                       --------------------  ----------------------
<S>                                                                        <C>                    <C>
     Due in 1 year or less ......................................           $     165,931          $      164,796
     Due after 1 year through 5 years ...........................               3,308,798               3,298,580
     Due after 5 years through 10 years .........................               7,309,646               6,944,198
     Due after 10 years through 20 years ........................               2,334,373               2,200,878
     Due after 20 years .........................................               3,025,665               2,864,764
     Mortgage-backed securities .................................              11,181,034              10,760,700
                                                                       ====================  ======================
          Total .................................................           $  27,325,447          $   26,233,916
                                                                       ====================  ======================
</TABLE>

     Acquisition  discounts and premiums on collateralized  mortgage obligations
     are  amortized  over the  estimated  redemption  period using the effective
     interest   method.   Effective   yields,   which  are  used  to   calculate
     premium/discount  amortization, are adjusted periodically to reflect actual
     payments to date and anticipated future payments.  Resulting adjustments to
     carrying values are included in investment income.

     Fixed  maturities  with a carrying  value of $2.7  million and $6.7 million
     were on deposit with regulatory  authorities at December 31, 1999 and 1998,
     respectively,  as  required by law in various  states in which  business is
     conducted.

     MORTGAGE LOANS
     Mortgage loans, net of allowance for loan losses of $15.4 million and $11.5
     million at  December  31, 1999 and 1998,  respectively,  are as follows (in
     thousands):

                                                      DECEMBER 31,
                                                1999                 1998
                                          ------------------    ----------------
         Single Family ................         $        19     $            87
         Commercial ...................           3,421,701           2,465,720
                                          ==================    ================
              Total ...................         $ 3,421,720     $    2,465,807
                                          ==================    ================


<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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

4.   INVESTMENTS (CONTINUED)

     At December 31, 1999,  mortgage  loans were  collateralized  by  properties
     located  in 36  states  and  Canada.  Approximately  18% 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  that  invest  in  securities.   Limited   partnership  income
     recognized  by the  Company  was $34.3  million,  $10.2  million  and $38.9
     million in 1999,  1998 and 1997,  respectively.  At December 31, 1999,  the
     Company has  unfunded  commitments  related to its  investments  in limited
     partnerships  totaling  $259.6  million.  Effective  January 1,  2000,  the
     Company has an additional commitment of $500.0 million.

     DERIVATIVES
     The fair value of  derivatives  reflects  the  estimated  amounts  that the
     Company would receive or pay upon sale or termination of the contracts, net
     of payment  accruals,  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.

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

<TABLE>
<CAPTION>

                                                                 DECEMBER 31,
                                              1999                                           1998
                          ---------------------------------------------   -------------------------------------------
                             CONTRACTUAL/                                   CONTRACTUAL/
                               NOTIONAL          FAIR         GAIN/           NOTIONAL         FAIR        GAIN/
                                AMOUNT           VALUE       (LOSS)            AMOUNT         VALUE       (LOSS)
                          ------------------- ------------ ------------    -----------------------------------------
<S>                          <C>                <C>          <C>            <C>              <C>          <C>
     Interest rate swaps     $    4,610,000     $ 19,878     $ 19,878       $   3,300,000    $(57,337)    $(57,337)
     Index swaps ........                 -            -            -             650,000           -        3,630
     Cross-currency
        swaps ...........           808,572      (61,472)     (61,472)                  -           -            -
     Put-swaptions ......        29,500,000       14,792        1,706          34,500,000       2,987      (16,013)
     Futures ............            62,557            -        4,633              48,844           -        3,020
     Call options .......         1,501,075      628,836      339,321             811,691     298,851      169,020
</TABLE>


     During 1999 and 1998,  the Company  recorded net expenses of $29.9  million
     and $20.2  million,  respectively,  on  derivative  instruments.  Income on
     derivatives  of $35.8  million  was  recorded  in 1997.  Included  in these
     amounts was a loss of $6.1 million in 1998,  and income of $36.3 million in
     1997 related to investment activity. During 1999 and 1998, the Company also
     incurred  realized  losses of $81.2 thousand on the termination of interest
     rate swaps and $10.1  million on the  termination  of emerging  market bond
     index swaps, respectively. The average notional amount of swaps outstanding
     was $4.6 billion and $4.3 billion in 1999 and 1998, respectively.  Included
     in the average  outstanding amount were high yield and emerging market bond
     index  swaps and equity  index swaps of $231.1  million  during  1998.  The
     average   outstanding   contractual  amount  of  equity  futures  held  for
     investment purposes was $57.6 million during 1998.



<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


4.  INVESTMENTS (CONTINUED)

     SECURITIES LENDING
     The Company has entered into a securities  lending  agreement with an agent
     bank whereby blocks of securities  are loaned to third  parties,  primarily
     major brokerage firms. As of December 31, 1999 and 1998, the estimated fair
     value  of  loaned   securities  was  $313.8  million  and  $440.2  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.  Cash
     collateral  received in the amount of $288.0  million and $425.0 million at
     December  31, 1999 and 1998,  respectively,  was  invested in a pooled fund
     managed by the agent bank and  included in  short-term  investments  of the
     Company.  A securities  lending payable is included in liabilities for cash
     collateral received.

5.  INVESTMENT INCOME AND REALIZED GAINS AND LOSSES

     The sources of net  investment  income by major category are as follows (in
     thousands):

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                       1999                 1998                 1997
                                                 -----------------    ------------------   ------------------
<S>                                              <C>                    <C>                 <C>
     Fixed maturities ........................   $     2,094,557        $    2,160,543      $     2,003,256
     Other investment income .................            420,764              360,846              359,948
                                                 -----------------    ------------------   ------------------
       Total investment income ...............          2,515,321            2,521,389            2,363,204
     Less investment expenses ................            (39,125)             (43,112)             (29,695)
                                                 -----------------    ------------------   ------------------
       Net investment income .................   $     2,476,196       $     2,478,277      $     2,333,509
                                                 =================    ==================   ==================
</TABLE>

     Net realized investment gains and losses are as follows (in thousands):

<TABLE>
<CAPTION>

                                                                  YEARS ENDED DECEMBER 31,
                                                       1999                 1998                 1997
                                                 -----------------    ------------------   ------------------
<S>                                               <C>                 <C>                  <C>
     Sales of fixed maturities
       Gross gains ...........................    $        99,131     $        120,325     $        121,916
       Gross losses ..........................            (28,163)             (29,121)             (46,009)
     Sales of equity securities
       Gross gains ...........................             54,849               25,682               50,643
       Gross losses ..........................               (228)                (100)                (783)
     Impairment losses .......................            (77,076)             (31,532)             (39,415)
     Other invested assets, net ..............             (4,195)             (15,808)              (6,017)
                                                 -----------------    ------------------   ------------------
       Total .................................    $        44,318     $         69,446     $         80,335
                                                 =================    ==================   ==================
</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  as  follows  (in
thousands):

<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                 1999                 1998                 1997
                                                           -----------------    -----------------    -----------------
<S>                                                        <C>                   <C>                    <C>
     Balance, beginning of year ....................       $        154,402      $       169,245        $     183,284
     Interest, at rates varying from 6.5% to 9.5% ..                 13,690               15,095               16,419
      Amortization .................................                (29,358)             (29,938)             (30,458)
                                                           =================    =================    =================
     Balance, end of year ..........................       $        138,734      $       154,402        $     169,245
                                                           =================    =================    =================
</TABLE>



<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


6.   VALUE OF ACQUIRED INSURANCE IN-FORCE (CONTINUED)

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

                         2000                                   $  16,500
                         2001                                      17,400
                         2002                                      18,500
                         2003                                      19,600
                         2004                                      20,900
                         Thereafter                                45,834
                                                          -----------------
                              Total                             $ 138,734
                                                          =================

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  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  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 $20.8 million in 1999 and 1998, and
     $16.3 million in 1997.

     REVERSE REPURCHASE AGREEMENTS
     During 1999, 1998 and 1997, the Company entered into reverse repurchase and
     dollar  roll  repurchase  agreements  (in 1998 and 1997 only)  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 $987.8 million and
     $1.8  billion  during  1999 and 1998,  respectively,  at  weighted  average
     interest  rates of 5.39% and 5.49%,  respectively.  Interest  paid  totaled
     $53.2  million,  $100.2  million and $91.4 million in 1999,  1998 and 1997,
     respectively.  The highest level of short-term  borrowings at any month end
     was $1.5 billion in 1999 and $2.4 billion in 1998.


<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


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  retains the liability.  The maximum amount of life insurance risk
     retained by the 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 is as follows (in thousands):

<TABLE>
<CAPTION>

                                                                    YEARS ENDED DECEMBER 31,
                                                           1999               1998                1997
                                                     ------------------ ------------------  -----------------
<S>                                                  <C>                 <C>                <C>
     Direct premiums ............................    $        361,367    $       356,368    $        352,256
     Assumed premiums ...........................               4,941              5,162               5,354
     Less reinsurance ceded .....................            (107,997)           (97,844)            (81,759)
                                                     ================== ==================  =================
       Total net premiums .......................      $      258,311    $       263,686    $        275,851
                                                     ================== ==================  =================
</TABLE>

     Components  of  the  reinsurance  recoverable  asset  are  as  follows  (in
     thousands):

<TABLE>
<CAPTION>

                                                                                    DECEMBER 31,
                                                                               1999               1998
                                                                         ------------------ -----------------
<S>                                                                           <C>                <C>
     Ceded reserves .............................                             $   289,034        $  237,971
     Ceded claims liability .....................                                  15,939             9,132
     Ceded - other ..............................                                  23,037             9,086
                                                                         ================== =================
       Total ....................................                             $   328,010        $  256,189
                                                                         ================== =================
</TABLE>

     Reserves reinsured through Brooke Life were $76.4 million and $79.1 million
     at December 31, 1999 and 1998, respectively.

9.   FEDERAL INCOME TAXES

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

                                                                         YEARS ENDED DECEMBER 31,
                                                                   1999             1998             1997
                                                              ---------------  -----------------  -------------
<S>                                                              <C>            <C>               <C>
     Current tax expense ........................                $   136,900    $     196,900     $    181,800
     Deferred tax expense .......................                    104,600           42,100           34,500
                                                              ---------------  -----------------  -------------

     Provision for federal income taxes .........                $   241,500     $    239,000     $    216,300
                                                              ===============  =================  =============
</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 1999, 1998 and 1997 as follows (in thousands):
<TABLE>
<CAPTION>

                                                                         YEARS ENDED DECEMBER 31,
                                                                   1999             1998            1997
                                                              ---------------  --------------- ---------------
<S>                                                               <C>              <C>             <C>
     Income taxes at statutory rate .............                 $ 241,462        $ 238,959       $ 216,263
     Other ......................................                        38               41              37
                                                              ---------------  -------------- ----------------
     Provision for federal income taxes .........                 $ 241,500        $ 239,000       $ 216,300
                                                              ===============  =============== ===============

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


<PAGE>
            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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


9.   FEDERAL INCOME TAXES (CONTINUED)

     Federal  income taxes paid were $147.4  million,  $161.9 million and $178.9
     million, in 1999, 1998 and 1997, respectively.

     The tax  effects of  significant  temporary  differences  that give rise to
     deferred tax assets and liabilities are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                             1999                1998
                                                                       ------------------  ------------------
<S>                                                                    <C>                 <C>
     GROSS DEFERRED TAX ASSET
     Policy reserves and other insurance items ....................    $         617,829   $         611,094
     Difference between financial reporting and the tax basis of:
          Investment assets acquired ..............................                    -              14,035
          Insolvency fund assessments .............................               28,553              28,553
          Other, net ..............................................                    -              10,288
     Net unrealized losses on available for sale securities .......              362,836                   -
                                                                       ------------------  ------------------
     Total deferred tax asset .....................................            1,009,218             663,970
                                                                       ------------------  ------------------

     GROSS DEFERRED TAX LIABILITY
     Deferred acquisition costs ...................................             (569,295)           (334,851)
     Difference between financial reporting and the tax basis of:
        Value of the insurance in-force ...........................              (48,557)            (54,041)
        Investment assets acquired ................................              (40,499)                  -
        Other assets ..............................................                  (37)             (1,696)
     Net unrealized gains on available for sale securities ........                    -            (261,013)
     Other, net ...................................................              (52,615)            (35,491)
                                                                       ------------------  ------------------
     Total deferred tax liability .................................             (711,003)           (687,092)
                                                                       ------------------  ------------------

     Net deferred tax asset (liability) ...........................    $         298,215   $         (23,122)
                                                                       ==================  ==================
</TABLE>

     Management  believes  that it is more  likely  than not that the results of
     future  operations will generate  sufficient  taxable income to realize the
     deferred tax asset.

10. COMMITMENTS AND CONTINGENCIES

     The  Company  has  contracted  for the  construction  of a new home  office
     building. The total cost upon completion in 2000 is expected to approximate
     $60.0 million, of which $30.5 million was capitalized at December 31, 1999.

     The Company and its subsidiaries are involved in litigation  arising in the
     ordinary  course of  business.  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.  JNL
     has  been  named  in  civil  litigation  proceedings  which  appear  to  be
     substantially similar to other class action litigation brought against many
     life insurers  alleging  misconduct in the sale of insurance  products.  At
     this time,  it is not possible to make a meaningful  estimate of the amount
     or range of loss, if any, that could result from an unfavorable  outcome in
     such actions. In addition, JNL is a defendant in several individual actions
     that involve similar  issues,  including an August 1999 verdict against JNL
     for $32.5 million in punitive damages.  JNL has appealed the verdict on the
     basis  that it is not  supported  by the  facts  or the  law,  and a ruling
     reversing the judgement is expected.



<PAGE>

            JACKSON NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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

10. COMMITMENTS AND CONTINGENCIES (CONTINUED)

     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  1999,  the  Company's  reserve  for  future  state  guaranty  fund
     assessments was $80.2 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 was $46 million and $892 million at
     December 31, 1999 and 1998, respectively.

11.  STOCKHOLDER'S EQUITY

     Under  Michigan  Insurance  Law,  dividends  on  capital  stock can only be
     distributed out of earned  surplus,  unless the  Commissioner  approves the
     dividend prior to payment.  Furthermore,  without the prior approval of the
     Commissioner,  dividends cannot be distributed  which exceed the greater of
     statutory  net  gain  from  operations  or 10% of the  Company's  statutory
     surplus  for the prior  year.  On  January  1, 2000 the  maximum  amount of
     dividends  that can be paid by the Company  without  prior  approval of the
     Commissioner under this limitation approximated $334.7 million.

     The  Company  received  capital  contributions  from its  parent  of $528.0
     million  and  $184.0  million  in 1998  and  1997,  respectively.  Dividend
     payments were $96.3  million,  $589.6  million and $244.5  million in 1999,
     1998 and 1997,  respectively,  and received the required  approval from the
     Michigan Insurance Bureau prior to payment.

     Statutory  capital  and surplus of the  Company  was  $2,260.8  million and
     $2,127.4 million at December 31, 1999 and 1998, respectively. Statutory net
     income of the Company was $355.4 million, $321.8 million, and $237.
     4 million in 1999, 1998 and 1997, respectively.

12.  RELATED PARTY TRANSACTIONS

     The Company's investment portfolio is managed by PPM America, Inc. ("PPM"),
     a registered investment advisor and ultimately a wholly owned subsidiary of
     Prudential. The Company paid $26.0 million, $28.9 million and $20.1 million
     to PPM for  investment  advisory  services  during  1999,  1998  and  1997,
     respectively.

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  eligible  compensation  paid to
     participating  employees during the year. The Company's  expense related to
     this plan was $2.9 million, $3.8 million and $4.3 million in 1999, 1998 and
     1997, respectively.

14.  SUBSEQUENT EVENT

     During January,  2000, the Company  declared a $75 million dividend payable
     to Brooke Life.


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