JACKSON NATIONAL SEPARATE ACCOUNT III, 497, 2000-09-19

JACKSON NATIONAL SEPARATE ACCOUNT III
497, 2000-09-19

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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"

* The JNL/Janus Global Equities Series (the "Series") is closed to new contract
holders after September 1, 2000. The Series will still be available to existing
contract holders, even if the contract holder does not have a current allocation
in the Series. The Series will also be available to both new and existing
contract holders as an underlying series of the JNL/S&P Conservative Growth
Series II, the JNL/S&P Moderate Growth Series II, the JNL/S&P Aggressive Growth
Series II, the JNL/S&P Very Aggressive Growth Series II, the JNL/S&P Equity
Growth Series II and the JNL/S&P Equity Aggressive Growth Series II.

** 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 JNL/Janus Global Equities Series (the "Series") is closed to new
contract holders after September 1, 2000. The Series will still be
available to existing contract holders, even if the contract holder does
not have a current allocation in the Series. The Series will also be
available to both new and existing contract holders as an underlying series
of the JNL/S&P Conservative Growth Series II, the JNL/S&P Moderate Growth
Series II, the JNL/S&P Aggressive Growth Series II, the JNL/S&P Very
Aggressive Growth Series II, the JNL/S&P Equity Growth Series II and the
JNL/S&P Equity Aggressive Growth Series II.
<PAGE>
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:

Ages 81 and older.

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.