LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M, 485APOS, 1998-12-30

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
485APOS, 1998-12-30

Previous: ASPAC COMMUNCATIONS INC, NT 10-K, 1998-12-30

Next: AVANI INTERNATIONAL GROUP INC, 10QSB, 1998-12-30

<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998
1933 ACT REGISTRATION NO. 333-42479
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
ON
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE
ACCOUNT M

(EXACT NAME OF REGISTRANT)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

(NAME OF DEPOSITOR)

1300 South Clinton Street, Fort Wayne, Indiana 46802

(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

Depositor's Telephone Number, including Area Code

(219) 455-2000

<TABLE>
<S> <C>
Jack D. Hunter, Esquire COPY TO:
The Lincoln National Life Insurance Company George N. Gingold, Esquire
200 East Berry Street 197 King Philip Drive
P.O. Box 1110 West Hartford, CT 06117-1409
Fort Wayne, Indiana 46802
(NAME AND ADDRESS OF AGENT FOR SERVICE)
</TABLE>

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
Continuous.

INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
(TITLE OF SECURITIES BEING REGISTERED)

An indefinite amount of the securities being offered by the Registration
Statement has been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The first Form 24F-2 for Registrant, for the fiscal year
ending December 31, 1998 is not yet due.

It is proposed that this filing will become effective:

/ / immediately on filing
/ / on , 1999, pursuant to Rule 485(b)
/ / 60 days after filing pursuant to Rule 485(b)
/X/ on March 19, 1999 pursuant to Rule 485(a)
<PAGE>
CROSS REFERENCE SHEET
(RECONCILIATION AND TIE)
REQUIRED BY INSTRUCTION 4 TO FORM S-6

<TABLE>
<CAPTION>
ITEM OF FORM
N-8B-2 LOCATION IN PROSPECTUS
- ----------------- --------------------------------------------------------------
<S> <C>
1 Cover Page Highlights
2 Cover Page
3 *
4 Distribution of Policies
5 Lincoln Life (Lincoln Life, the Separate Account and the
General Account)
6(a) The Variable Account (Lincoln Life, the Separate Account and
the General Account)
6(b) *
9 Legal Proceedings
10(a)-(c) Short-Term Right to Cancel the Policy; Surrenders;
Accumulation Value; Reports to Policy Owners
10(d) Right to Exchange for a Fixed Benefit Policy; Policy Loans;
Surrenders; Allocation of Net Premium Payments
10(e) Lapse and Reinstatement
10(f) Voting Rights
10(g)-(h) Substitution of Securities
10(i) Premium Payments; Transfers; Death Benefit; Policy Values;
Settlement Options
11 The Funds
12 The Funds
13 Charges; Fees
14 Issuance
15 Premium Payments; Transfers
16 The Variable Account (Lincoln Life, the Separate Account and
the General Account)
17 Surrenders
18 The Variable Account (Lincoln Life, the Separate Account and
the General Account)
19 Reports to Policy Owners
20 *
21 Policy Loans
22 *
23 Lincoln Life (Lincoln Life, the Separate Account and the
General Account)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM
N-8B-2 LOCATION IN PROSPECTUS
- ----------------- --------------------------------------------------------------
<S> <C>
24 Incontestability; Suicide; Misstatement of Age or Sex
25 Lincoln Life (Lincoln Life, the Separate Account and the
General Account)
26 Fund Participation Agreements
27 The Variable Account (Lincoln Life, the Separate Account and
the General Account)
28 Directors and Officers of Lincoln Life
29 Lincoln Life (Lincoln Life, the Separate Account and the
General Account)
30 *
31 *
32 *
33 *
34 *
35 *
37 *
38 Distribution of Policies
39 Distribution of Policies
40 *
41(a) Distribution of Policies
42 *
43 *
44 The Funds; Premium Payments
45 *
46 Surrenders
47 The Variable Account; Surrenders, Transfers (Lincoln Life, the
Separate Account and the General Account)
48 *
49 *
50 The Variable Account (Lincoln Life, the Separate Account and
the General Account)
51 Cover Page; Highlights; Premium Payments; Right to Exchange
for a Fixed Benefit Policy
52 Substitution of Securities
53 Tax Matters
54 *
55 *
</TABLE>

* Not Applicable
<PAGE>
PROSPECTUS 1
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M -- PROSPECTUS DATED XXXXXX

<TABLE>
<S> <C>
HOME OFFICE LOCATION: ADMINISTRATOR MAILING ADDRESS:
1300 SOUTH CLINTON STREET VARIABLE LIFE
P.O. BOX 1110 SERVICES CENTER - MVLI
FORT WAYNE, INDIANA 46802 350 CHURCH STREET
(800) 942-5500 HARTFORD, CT 06103-1106
(800) 552-9898
</TABLE>

- --------------------------------------------------------------------------------
A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------

This Prospectus describes a flexible premium variable life insurance
contract (the "Policy"), offered by The Lincoln National Life Insurance Company
("Lincoln Life"). (Page references are to this Prospectus unless otherwise
stated.)

The Policy features:

- flexible premium payments (see page 15);
- a choice of one of two death benefit options (see page 13)
- a choice of underlying investment options (see page 8).

Review your personal financial objectives and discuss them with a qualified
financial counselor before you buy a variable life insurance policy. This Policy
may, or may not, be appropriate for your individual financial goals. The value
of the Policy and, under one option, the death benefit amount depend on the
investment results of the funding options you select.

You may use the value of the Policy to pay the premiums due and continue the
Policy in force if sufficient values are available for premium payments. Be
careful; if the investment options you choose do not do as well as you expect,
there may not be enough value to continue the Policy in force without more
premium payments. Charges against Policy values for the cost of insurance (see
page 19) increase as the Insured gets older.

You may borrow within described limits against the Policy. You may surrender
the Policy in full or withdraw part of its value. A Surrender Charge may be
applied if the Policy is surrendered totally.

The mutual funds available through Lincoln Life's Separate Account M
("Variable Account") are listed on the reverse side of this page. This
Prospectus focuses on the Variable Account investment information that makes up
the "variable" part of the contract. If you put money into the variable funding
options, you assume all the investment risk on that money. This means that if
the mutual fund(s) you select go up in value, the value of your Policy, net of
charges and expenses, also goes up. If those funds lose value, so does your
Policy. Each fund has its own investment objective. You should review each
fund's Prospectus before making your decision.

You may also use Lincoln Life's Fixed Account to fund your Policy. Net
Premium payments put into the Fixed Account:

- become part of Lincoln Life's General Account;
- do not share the investment experience of the Separate
Account; and
- have a guaranteed minimum interest rate of 4% per year.

Interest beyond 4% is credited at Lincoln Life's discretion. For additional
information on the Fixed Account, see page 7 and the Policy itself.

It may not be advantageous to replace existing insurance or supplement an
existing flexible premium variable life insurance contract with the Policy. This
Prospectus and the Prospectuses of the Funds, furnished with this Prospectus,
should be read carefully to understand the Policy being offered.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE FUNDS AVAILABLE AS INVESTMENT OPTIONS THROUGH THE SEPARATE ACCOUNT UNDER THE
POLICY OFFERED BY THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE READ CAREFULLY TO
UNDERSTAND THE POLICY AND RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS POLICY MAY NOT BE AVAILABLE IN ALL STATES, AND THIS PROSPECTUS ONLY OFFERS
THE POLICY FOR SALE IN JURISDICTIONS WHERE SUCH OFFER AND SALE ARE LAWFUL.
<PAGE>
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Capital Appreciation Fund
AIM V.I. Diversified Income Fund
AIM V.I. Growth Fund
AIM V.I. Value Fund

BT INSURANCE FUNDS TRUST
BT Equity 500 Index Fund

DELAWARE GROUP PREMIUM FUND, INC.
Emerging Markets Series
Small Cap Value Series
Trend Series

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio
Investment Grade Bond Portfolio
LINCOLN NATIONAL MONEY MARKET FUND, INC.
Money Market Fund

MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST
MFS Emerging Growth Series
MFS Total Return Series
MFS Utilities Series

OCC ACCUMULATION TRUST
Global Equity Portfolio
Managed Portfolio

TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton Asset Allocation Fund Class 1
Templeton International Fund Class 1
Templeton Stock Fund Class 1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Highlights..................................... 4
Initial Choices to be Made................... 4
Level or Varying Death Benefit............... 4
Amount of Premium Payments................... 5
Selection of Funding Vehicles................ 5
Charges and Fees............................. 5
Changes in Specified Amount.................. 6
Lincoln Life, the Separate Account and
The General Account........................... 6
Buying Variable Life Insurance................. 7
Replacements................................. 8
The Funds...................................... 8
Substitution of Securities................... 12
Voting Rights................................ 12
Fund Participation Agreements................ 13
Death Benefit.................................. 13
Death Benefit Options...................... 13
Changes in Death Benefit Option............ 13
Guaranteed Death Benefit Provision......... 14
Payment of Death Benefit................... 14
Changes in Specified Amount................ 14
Premium Payments; Transfers.................... 15
Premium Payments........................... 15
Allocation of Net Premium Payments......... 16
Transfers.................................. 17
Optional Variable Account Sub-Account
Allocation Programs....................... 17
Dollar Cost Averaging.................... 17
Automatic Rebalancing.................... 18
Charges; Fees.................................. 18
Premium Load............................... 19
Monthly Deductions......................... 19
Transaction Fee for Excess Transfers....... 19
Mortality and Expense Risk Charge and Fund
Expenses.................................. 20
Surrender Charge........................... 22
Reduction of Charges--
Purchases on a Case Basis................. 23
Policy Values.................................. 23
Accumulation Value......................... 23
Variable Accumulation Unit Value........... 23
Surrender Value............................ 24
Surrenders..................................... 24
Partial Surrenders......................... 24
Full Surrenders............................ 25
Deferral of Payment and Transfers.......... 25
Lapse and Reinstatement........................ 25
Lapse of a Policy; Effect of Guaranteed
Death Benefit Provision................... 25

<CAPTION>
PAGE
---------
<S> <C>
Reinstatement of a Lapsed Policy........... 25
Policy Loans................................... 26
Settlement Options............................. 27
Other Policy Provisions........................ 27
Issuance................................... 27
Effective Date of Coverage................. 27
Short-Term Right to Cancel the Policy...... 27
Policy Owner............................... 28
Beneficiary................................ 28
Assignment................................. 28
Right to Exchange for a Fixed Benefit
Policy.................................... 28
Incontestability........................... 29
Misstatement of Age or Sex................. 29
Suicide.................................... 29
Nonparticipating Policies.................. 29
Riders..................................... 30
Tax Matters.................................... 30
Policy Proceeds............................ 30
Taxation of Lincoln Life................... 31
Section 848 Charges........................ 31
Other Considerations....................... 31
Other Matters.................................. 32
Distribution of Policies................... 32
Changes of Investment Policy............... 32
Other Contracts Issued by Lincoln Life..... 32
State Regulation........................... 32
Reports to Policy Owners................... 33
Advertising................................ 33
Legal Proceedings.......................... 33
Experts.................................... 34
Registration Statement..................... 34
Appendix 1..................................... 35
Preparing for Year 2000.................... 35
Appendix 2..................................... 36
Directors and Officers of Lincoln Life..... 36
Appendix 3..................................... 38
Corridor Percentages....................... 38
Appendix 4..................................... 39
Maximum Cost of Insurance Rates............ 39
Appendix 5..................................... 40
Illustration of Surrender Charges.......... 40
Appendix 6..................................... 41
Illustration of Accumulation Values,
Surrender Values, and Death Benefits...... 41
Appendix 7..................................... 50
Definitions................................ 50
Financial Statements........................... S-1
</TABLE>

3
<PAGE>
HIGHLIGHTS

This section is an overview of key Policy features.
(Regulations in your state may vary the provisions of your
own Policy.) Your Policy is a flexible premium variable life
insurance policy. Its value may change on a:

1) fixed basis;
2) variable basis; or a
3) combination of both fixed and variable bases.

At all times, your Policy must qualify as life insurance
under the Internal Revenue Code of 1986 (the "Code") to
receive favorable tax treatment under Federal law. If these
requirements are met, you may benefit from such tax
treatment. Lincoln Life reserves the right to return your
premium payments if they result in your Policy failing to
meet code requirements.

INITIAL CHOICES TO BE MADE

The Policy Owner (the "Owner" or "you") is the person named
in the "Policy Specifications" who has all of the Policy
ownership rights. If no Owner is named, the Insured (the
person whose life is insured under the Policy will be the
Owner of the Policy. You, as the Owner, have three important
choices to make when the Policy is first purchased. You need
to choose:

1) one of the two Death Benefit Options (described on page
13);
2) the amount of premium you want to pay; and
3) the amount of your Net Premium Payment to be placed in
each of the funding options you select. The Net Premium
Payment is the balance of your Premium Payment that
remains after certain charges are deducted from it.

LEVEL OR VARYING DEATH BENEFIT

The Death Benefit is the amount Lincoln pays to the
Beneficiary(ies) when the Insured dies. Before we pay the
Beneficiary(ies), any outstanding loan account balances or
outstanding amounts due are subtracted from the Death
Benefit. Lincoln calculates the Death Benefit payable as of
the date on which the Insured died.

When you purchase your Policy, you must choose one of two
Death Benefit Options:

1) a level death benefit; or
2) a varying death benefit.

If you choose the level Death Benefit Option, the Death
Benefit will be the greater of:

1) the Specified Amount, which is the amount of the death
benefit in effect for the Policy when the Insured died
(The Specified Amount may be found on the Policy's
Specification Page); or
2) the Corridor Death Benefit, which is the death benefit
calculated as a percentage of the Accumulation Value.

If you choose the varying Death Benefit Option, the Death
Benefit will be the greater of:

1) the Specified Amount plus the Net Accumulation Value when
the Insured died. The Net Accumulation Value is the total
of the balances in the Fixed Account, and the Variable
Account minus any outstanding Loan Account amounts; or
2) the Corridor Death Benefit. See page 14.

This policy contains a Guaranteed Initial Death Benefit
Premium. This means that the Death Benefit will not be lower
than the Initial Specified Amount regardless of the gains or
losses of the Funds you select as long as you pay that
Premium. Therefore, the Initial Death Benefit under your
Policy would be guaranteed for five years even though

4
<PAGE>
your Net Accumulation Value is insufficient to pay your
current Monthly Deductions. If you have borrowed against
your Policy or surrendered a portion of your Policy, your
Initial Death Benefit will be reduced by the Loan Account
balance and any surrendered amount.

AMOUNT OF PREMIUM PAYMENT

When you apply for your Policy, you must decide how much
premium to pay. Premium payments may be changed within the
limits described on page 15.

If your Policy lapses because your Monthly Premium Deduction
is larger than the Net Accumulation Value, you may reinstate
your Policy. See page 25.

When you first receive your Policy you will have 10 days to
look it over, unless state law requires a greater time. This
is called the "Right-to-Examine" time period. Use this time
to review your Policy and make sure it meets your needs.
During this time period your Initial Premium Payment will be
deposited in the Money Market Account. If you then decide
you do not want your Policy, all Premium Payments will be
returned to you with no interest paid. See page 27.

SELECTION OF FUNDING VEHICLES

You must choose the Fund(s) in which you want to place each
Net Premium Payment. These Fund Sub-Accounts make up the
Variable Account. Each Sub-Account invests in shares of a
certain Fund. You may also choose to place your Net Premium
Payment or part of it into the Fixed Account. A Variable
Sub-Account is not guaranteed and will increase or decrease
in value according to the particular Fund's investment
performance. See page 8.

CHARGES AND FEES

A premium charge of 5% will be made against all of your
Premium Payments. Monthly deductions are made for
administrative expenses (currently, $15 per month for the
first Policy Year and $5 per month afterwards, guaranteed
not to exceed $10 after the first Policy Year) along with
the Cost of Insurance and any riders that are placed on your
Policy. Daily deductions are subtracted from the Variable
Account for mortality and expense risk. This charge is
currently at an annual rate of .80% for Policy Years 1-12,
0.55% for Policy Year 13 and beyond. The charge is
guaranteed not to exceed .90% per year.

Each Fund has its own management fee charge, also deducted
daily. Investment results for the Funds you choose will be
affected by each Fund's expense levels. The table on pages
20-21 shows you the expenses currently in effect for each
Fund.

Each Policy Year you may make 12 transfers between funding
options without charge. Beyond 12, a $25 fee may apply.

You will be charged $25, but not more than 2% of the amount
withdrawn, each time you request a partial surrender of your
Policy. If you totally surrender your Policy within the
first 10 years, a surrender charge will be deducted in
computing what will be paid you. If you surrender your
Policy within the first 10 years after an increase in the
Specified Amount, a surrender charge will also be imposed in
addition to any existing Surrender Charges. See page 22.

5
<PAGE>
rate equal to the interest rate charged minus 1%, guaranteed
not to exceed 2%. For Policy Years eleven and beyond, the
credited annual rate will be equal to the interest rate
charged minus .25% guaranteed not to exceed 1%. See page 26.

Charges and fees may be reduced in some circumstances where
Policies are purchased by corporations and other groups or
sponsoring organizations on a case basis. See page 23.

CHANGES IN SPECIFIED AMOUNT

Within certain limits, you may decrease or, with
satisfactory evidence of insurability, increase the
Specified Amount. The minimum Specified Amount is currently
$100,000. Such changes will affect other aspects of your
Policy. See page 14.

LINCOLN LIFE, THE SEPARATE ACCOUNT AND
THE GENERAL ACCOUNT

Lincoln Life, an Indiana life insurance company incorporated
in 1905, is among the nation's largest writers of annuities,
individual life insurance and life reinsurance. Wholly-owned
by Lincoln National Corporation ("LNC"), a publicly held
Indiana insurance holding company incorporated in 1968, it
is licensed in all states (except New York) , the District
of Columbia, Guam, and the Commonwealth of the Northern
Mariana Islands. Its principal office is at 1300 South
Clinton Street, Fort Wayne, IN 46802. Lincoln Life, LNC and
their affiliates comprise the "Lincoln Financial Group"
which provides a variety of wealth accumulation and
protection products and services.

Lincoln Life Flexible Premium Variable Life Account M
("Account M") is a "separate account" of the company
established on December 2, 1997. Under Indiana law, the
assets of Account M attributable to the Policies, through
the property of Lincoln Life, are not chargeable with
liabilities of any other business of Lincoln Life and are
available first to satisfy Lincoln Life's obligations under
the Policies. Account M income, gains, and losses are
credited to or charged against Account M without regard to
other income, gains, or losses of Lincoln Life. Account M's
values and investment performance are not guaranteed.
Account M is registered with the Commission as a "unit
investment trust" under the 1940 Act and meets the 1940
Act's definition of "separate account". Such registration
does not involve supervision by the Commission of Account
M's or Lincoln Life's management, investment practices, or
policies. Lincoln Life has numerous other registered
separate accounts which fund its variable life insurance
policies and variable annuity contracts.

Account M is divided into Sub-Accounts, each of which is
invested solely in the shares of one of the mutual funds
available as funding vehicles under the Policies. On each
Valuation Day, Net Premium Payments allocated to Account M
will be invested in Fund shares at net asset value, and
monies necessary to pay for deductions, charges, transfers
and surrenders from Account M are raised by selling Fund
shares at net asset value.

The Funds now available in Account M and their investment
objectives are on pages 8-12. More Fund information is in
the Funds' prospectuses, which must accompany or precede
this prospectus and should be read carefully. The Funds may
or may not achieve their investment objectives.

Some Funds have investment objectives and policies similar
to those of other funds managed by the same investment
adviser. Their investment results may be higher or lower
than those of the other funds, and there can be no
assurance, and no representation is made, that a Fund's
investment results will be comparable to the investment
results of any other fund.

6
<PAGE>
Lincoln Life reserves the right to add, withdraw or
substitute Funds, subject to the conditions of the Policy
and to compliance with regulatory requirements, if in its
sole discretion legal, regulatory, marketing, tax or
investment considerations so warrant or in the event a
particular Fund is no longer available to Lincoln Life for
investment by the Sub-Accounts. No substitution will take
place without prior approval of the Commission, to the
extent required by law.

Shares of the Funds may be used by Lincoln Life and other
insurance companies to fund both variable annuity contracts
and variable life insurance policies. While this is not
perceived as problematic, the Funds' governing bodies
(Boards of Directors/Trustees) have agreed to monitor events
to identify any material irreconcilable conflicts which
might arise and to decide what responsive action might be
appropriate. If a separate account were to withdraw its
investment in a Fund because of a conflict, a Fund might
have to sell portfolio securities at unfavorable prices.

A Policy may also be funded in whole or in part through the
"Fixed Account", part of Lincoln Life's General Account
supporting its insurance and annuity obligations. Amounts
held in the Fixed Account will be credited with interest at
rates Lincoln Life determines from time to time, but not
less than 4% per year. Interest, once credited, and Fixed
Account principal are guaranteed. Interests in the Fixed
Account have not been registered under the 1933 Act in
reliance on exemptive provisions. The Commission has not
reviewed Fixed Account disclosures, but they are subject to
securities law provisions relating to accuracy and
completeness.

BUYING VARIABLE LIFE INSURANCE

The Policies this Prospectus offers are variable life
insurance policies which provide death benefit protection.
Investors not needing death benefit protection should
consider other forms of investment, as there are extra costs
and expenses of providing the insurance feature. Further,
life insurance purchasers who are risk-aversive or want more
predictable premium levels and benefits may be more
comfortable buying more traditional, non-variable life
insurance. However, variable life insurance is a flexible
tool for financial and investment planning for persons
needing death benefit protection and willing to assume
investment risk and to monitor investment choices they have
made.

Flexibility starts with the ability to make differing levels
of premium payments. A young family just starting out may
only be able to pay modest premiums initially but hope to
increase premium payments over time. At first, this family
would be paying primarily for the insurance feature (perhaps
at ages where the insurance cost is relatively low) and
later use a Policy more as a savings vehicle. A customer at
peak earning capacity may wish to pay substantial premiums
for a limited number of years prior to retirement, after
which Policy values may suffice, based on future expected
return results, though not guaranteed, to keep the Policy
inforce for the expected lifetime and to provide, through
loans, supplemental retirement income. A customer may be
able to pay a large single premium, using the Policy
primarily as a savings and investment vehicle for potential
tax advantages. A parent or grandparent may find a policy on
the life of a child or grandchild a useful gifting
opportunity over a period of years and the basis of an
investment program for the donee. A business may be able to
use a Policy to fund non-qualified executive compensation or
business continuation plans.

Sufficient premiums must always be paid to keep a policy
inforce, and there is a risk of lapse if premiums are too
low in relation to the insurance amount and if investment
results are less favorable than anticipated. The Guaranteed
Death Benefit Provision, if elected, may help to assure a
death benefit even if investment results are unfavorable.

Flexibility also results from being able to select, monitor
and change investment choices within a Policy. With the wide
variety of fund options available, it is possible to fine
tune

7
<PAGE>
an investment mix and change it to meet changing personal
objectives or investment conditions. Policy owners should be
prepared to monitor their investment choices on an ongoing
basis.

Variable life insurance has significant tax advantages under
current tax law. A transfer of values from one fund to
another within the Policy generates no taxable gain or loss.
And any investment income and realized capital gains within
a fund are automatically reinvested without being taxed to
the Policy owners. Policy values therefore accumulate on a
tax-deferred basis. These situations would normally result
in immediate tax liabilities in the case of direct
investment in mutual funds.

While these tax deferral features also apply to variable
annuities, liquidity (the ability of Policy owners to access
Policy values) is normally more easily achieved with
variable life insurance. Unless a policy has become a
"modified endowment contract" (see page 30), an owner can
borrow Policy values tax-free, without surrender charges and
at very low net interest cost. Policy loans can be a source
of retirement income. Variable annuity withdrawals are
generally taxable to the extent of accumulated income, may
be subject to surrender charges, and will result in penalty
tax if made before age 59 1/2.

Depending on the death benefit option chosen, accumulated
Policy values may also be part of the eventual death benefit
payable. If a Policy is heavily funded and investment
performance is very favorable, the death benefit may
increase even further because of tax law requirements that
the death benefit be a certain multiple of Policy value,
depending on the Insured's age (see page 13). The death
benefit is income-tax free and may, with proper estate
planning, be estate-tax free. A tax advisor should be
consulted.

The costs and expenses of variable life insurance ownership
which are directly related to Policy values (i.e. asset
based costs) are not unlike those incurred through
investment in mutual funds or variable annuities. The
significant additional cost of variable life insurance is
the "cost of insurance" charge which is imposed on the
"amount at risk" (the death benefit less Policy value) and
increases as the insured grows older. This charge varies by
age, underwriting classification, smoking status and in most
states by gender. The effect of its increase can be seen in
illustrations in this Prospectus (see Appendix 6) or in
personalized illustrations available upon request.

REPLACEMENTS

Before purchasing the Policy to replace, or to be funded
with proceeds borrowed or withdrawn from, an existing life
insurance policy, the applicant should consider whether any
commission will be paid to an agent or any other person with
respect to the replacement, and whether coverages and
comparable values are available from the Policy, as compared
to his or her existing policy. The Insured may no longer be
insurable, or the contestability period may have elapsed
with respect to the existing policy, while the Policy could
be contested. The Owner should consider similar matters
before deciding to replace the Policy or withdraw funds from
the Policy for the purchase of funding a new policy of life
insurance.

THE FUNDS

Each of the twenty Sub-Accounts of the Variable Account is
invested solely in the shares of one of the twenty Funds
available as funding vehicles under the Policies. Each of
the Funds is a series of one of nine entities, all
Massachusetts business trusts, except for AIM Variable
Insurance Funds, Inc., Delaware Group Premium Fund, Inc. and
Lincoln National Money Market Fund, Inc., which are Maryland
Corporations. Each such entity is registered as an open-end,
diversified management investment company under the 1940
Act. These entities are collectively referred to herein as
the "Trusts."

8
<PAGE>
The nine Trusts and their Investment advisers and
distributors are:

AIM Variable Insurance Funds, Inc. ("AIM V.I. Fund"),
managed by A I M Advisors, Inc., and distributed by
A I M Distributors, Inc., 11 Greenway Plaza, Suite 100,
Houston, TX 77046-1173;

BT Insurance Funds Trust ("BT Trust"), managed by
Bankers Trust Company, Bankers Trust Plaza, New York, NY
10006, and distributed by First Data Distributors, Inc.,
4400 Computer Drive, Westborough, MA 01581;

Delaware Group Premium Fund, Inc. ("Delaware Trust"),
managed by Delaware Management Company, Inc. and
distributed by Delaware Distributors, L.P., 1818 Market
Street, Philadelphia, PA 19103;

Fidelity Variable Insurance Products Fund ("Fidelity
VIP"), and Variable Insurance Products Fund II
("Fidelity VIP II"), managed by Fidelity Management &
Research Company and distributed by Fidelity
Distributors Corporation, 82 Devonshire Street, Boston,
MA 02103;

Lincoln National Money Market Fund, Inc. ("Lincoln
Trust"), managed by Lincoln Investment Management, Inc.
and distributed by Lincoln Financial Advisors, Inc.,
1300 S. Clinton Street, Fort Wayne, IN 46802;

MFS-Registered Trademark- Variable Insurance Trust ("MFS
Trust"), managed by Massachusetts Financial Services
Company and distributed by MFS Fund Distributors, Inc.,
500 Boylston Street, Boston, MA 02116;

Templeton Variable Products Series Fund ("Templeton
Trust"), managed by Templeton Investment Counsel, Inc.
and its Templeton and Franklin affiliates and
distributed by Franklin/Templeton Distributors, Inc.,
700 Central Avenue, St. Petersburg, FL 33701;

OCC Accumulation Trust ("OCC Trust") (formerly Quest for
Value Accumulation Trust), managed by OpCap Advisors
(formerly Quest for Value Advisors) and distributed by
OCC Distributors (formerly Quest for Value
Distributors), One World Financial Center, New York, NY
10281.

Four Funds of AIM V.I. Fund are available under the
Policies:

AIM V.I. Capital Appreciation Fund;
AIM V.I. Diversified Income Fund;
AIM V.I. Growth Fund;
AIM V.I. Value Fund.

One Fund of BT Trust is available under the Policies:

Equity 500 Index Fund.

Three Funds of the DELAWARE Trust are available under the
Policies:

Emerging Markets Series;
Small Cap Value Series;
Trend Series.

One Fund of FIDELITY VIP is available under the Policies:

Equity-Income Portfolio ("Fidelity VIP Equity-Income
Portfolio").

9
<PAGE>
Two Funds of FIDELITY VIP II are available under the
Policies:

Asset Manager Portfolio ("Fidelity VIP II Asset Manager
Portfolio");
Investment Grade Bond Portfolio ("Fidelity VIP II
Investment Grade Bond Portfolio").

One Fund of LINCOLN Trust is available under the Policies:

Money Market Fund.

Three Funds of MFS Trust are available under the Policies:

MFS Emerging Growth Series;
MFS Total Return Series;
MFS Utilities Series.

Three Funds of TEMPLETON Trust are available under the
Policies:

Templeton Asset Allocation Fund: Class 1;
Templeton International Fund: Class 1;
Templeton Stock Fund: Class 1.

Two Funds of OCC Accumulation Trust are available under the
Policies:

Global Equity Portfolio;
Managed Portfolio.

The investment advisory fees charged the Funds by their
advisers are shown on pages 20 and 21 of this Prospectus.

There follows a brief description of the investment
objective and program of each Fund. There can be no
assurance that any of the stated investment objectives will
be achieved.

The investment objectives and policies of certain Trusts are
similar to the investment objectives and policies of other
funds that may be managed by the same investment adviser.
The investment results of the Trusts, however, may be higher
or lower than the results of such other funds. There can be
no assurance, and no representation is made, that the
investment results of any of the Trusts will be comparable
to the investment results of any other fund, even if the
other fund has the same investment adviser.

AIM V.I. CAPITAL APPRECIATION FUND (Small Cap Stocks): Seeks
to provide capital appreciation through investments in
common stocks, with emphasis on medium-sized and smaller
emerging growth companies.

AIM V.I. DIVERSIFIED INCOME FUND (Fixed
Income - Intermediate Term Bonds): Seeks to achieve a high
level of current income primarily by investing in a
diversified portfolio of foreign and U.S. government and
corporate debt securities, including lower rated high yield
debt securities (commonly known as "junk bonds").

AIM V.I. GROWTH FUND (Large Cap Stocks): Seeks to provide
growth of capital through investments primarily in common
stocks of leading U.S. companies considered by its adviser
to have strong earnings momentum.

AIM V.I. VALUE FUND (Large Cap Stocks): Seeks to achieve
long-term growth of capital by investing primarily in equity
securities judged by its adviser to be undervalued relative
to the current or projected earnings of the companies
issuing the securities, or relative to current market values
of assets owned by the companies issuing the securities or
relative to the equity markets generally. Income is a
secondary objective.

10
<PAGE>
BT EQUITY 500 INDEX FUND (Large Cap Stocks): Seeks to
replicate as closely as possible the performance of the
Standard & Poor's 500 Composite Stock Price Index, an index
emphasizing large-capitalization stocks, before the
deduction of Fund expenses.

DELAWARE EMERGING MARKETS SERIES (International Stocks): An
international fund which seeks to achieve long-term capital
appreciation by investing primarily in equity securities of
issuers located or operating in emerging countries. Under
normal market conditions, at least 65% of the Series assets
will be invested in equity securities of issuers organized
or having a majority of their assets or deriving a majority
of their operating income in at least three countries that
are considered to be developing or emerging.

DELAWARE SMALL CAP VALUE SERIES (Small Cap Stocks): Seeks
capital appreciation by investing primarily in small- to
mid-cap common stocks whose market value appears low
relative to their underlying value or future earnings and
growth potential. Emphasis also will be placed on securities
of companies that may be temporarily out of favor or whose
value is not yet recognized by the market.

DELAWARE TREND SERIES (Small Cap Stocks): Seeks long-term
capital appreciation by investing primarily in small-cap
common stocks and convertible securities of emerging and
other growth-oriented companies. These securities will have
been judged to be responsive to changes in the marketplace
and to have fundamental characteristics to support growth.
Income is not an objective.

FIDELITY VIP II ASSET MANAGER PORTFOLIO (Balanced or Total
Return): Seeks high total return with reduced risk over the
long-term by allocating its assets among domestic and
foreign stocks, bonds and short-term money market
instruments.

FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO (Fixed
Income - Intermediate Term Bonds): Seeks as high a level of
current income as is consistent with the preservation of
capital by investing in a broad range of investment-grade
fixed-income securities.

FIDELITY VIP EQUITY-INCOME PORTFOLIO (Large Cap Stocks):
Seeks reasonable income by investing primarily in
income-producing equity securities, with some potential for
capital appreciation, seeking a yield that exceeds the
composite yield on the securities comprising the Standard
and Poor's 500 Index (S&P 500).

LINCOLN MONEY MARKET FUND (Money Market): Seeks maximum
current income consistent with the preservation of capital,
by investing in a portfolio of short-term money market
instruments maturing within one year from date of purchase.

MFS EMERGING GROWTH SERIES (Large Cap Stocks): Seeks to
provide long-term growth of capital by investing primarily
in common stocks of foreign and domestic issuers.

MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
primarily to obtain above-average income (compared to a
portfolio invested entirely in equity securities) consistent
with the prudent employment of capital, and secondarily to
provide a reasonable opportunity for growth of capital and
income.

MFS UTILITIES SERIES (Specialty): Seeks capital growth and
current income (income above that available from a portfolio
invested entirely in equity securities) by investing, under
normal circumstances, at least 65% of its assets in equity
and debt securities of utility companies.

TEMPLETON ASSET ALLOCATION FUND -- CLASS 1 (Balanced or
Total Return): Seeks a high level of total return through a
flexible policy of investing in stocks of companies in any
nation, debt securities of companies and governments of any
nation, and in money market instruments. Assets are
allocated among different investments depending upon
worldwide market and economic conditions.

11
<PAGE>
TEMPLETON INTERNATIONAL FUND -- CLASS 1 (International
Stocks): Seeks long-term capital growth through a flexible
policy of investing in stocks and debt obligations of
companies and governments outside the United States.

TEMPLETON STOCK FUND -- CLASS 1 (Global Stocks): Seeks
capital growth through a policy of investing primarily in
common stocks issued by companies, large and small, in
various nations throughout the world, including the U.S.

OCC ACCUMULATION TRUST GLOBAL EQUITY PORTFOLIO
(International Stocks): Seeks long-term capital appreciation
through a global investment strategy primarily involving
equity securities.

OCC ACCUMULATION TRUST MANAGED PORTFOLIO (Balanced or Total
Return): Seeks growth of capital over time through
investment in a portfolio of common stocks, bonds and cash
equivalents, the percentage of which will vary based on
management's assessments of relative investment values.

The AIM Diversified Income Fund, Delaware Emerging Markets
Fund, Delaware Small Cap Value Fund, Fidelity VIP
Equity-Income Portfolio, Fidelity VIP II Asset Manager
Portfolio, MFS Total Return Series, MFS Utilities Series,
OCC Global Equity Portfolio, OCC Managed Portfolio,
Templeton Asset Allocation Fund, Templeton International
Fund and Templeton Stock Fund portfolios may invest in
non-investment grade, high yield, high-risk debt securities
(commonly referred to as "junk bonds"), as detailed in the
individual Fund prospectuses.

There is no assurance that the investment objective of any
of the Funds will be met. A Policy Owner bears the complete
investment risk for Accumulation Values allocated to a
Sub-Account. Each of the Sub-Accounts involves inherent
investment risk, and such risk varies significantly among
the Sub-Accounts. Policy Owners should read each Fund's
prospectus carefully and understand the Funds' relative
degrees of risk before making or changing investment
choices. Additional Funds may, from time to time, be made
available as investments to underlie the Policies. However,
the right to make such selections will be limited by the
terms and conditions imposed on such transactions by Lincoln
Life (See "Premium Payments").

Required premium levels will vary based on market
performance. In a prolonged market downturn, affecting all
Sub-Accounts, additional Premium Payments may be necessary
to maintain the level of coverage or to avoid lapsing of the
Policy. Review of periodic contract statements is strongly
suggested to determine appropriate premium requirements.

SUBSTITUTION OF SECURITIES

If the shares of any Fund should no longer be available for
investment by the Variable Account or if, in the judgment of
Lincoln Life, further investment in such shares should
become inappropriate in view of the purpose of the
investment objectives of the Policies or in view of legal,
regulatory or federal income tax restrictions, Lincoln Life
may substitute shares of another Fund. No substitution of
securities in any Sub-Account may take place without prior
approval of the Commission and under such requirements as it
may impose.

VOTING RIGHTS

In accordance with its view of present applicable law,
Lincoln Life will vote the shares of each Fund held in the
Variable Account at special meetings of the shareholders of
the particular Series Fund in accordance with written
instructions received from persons having the voting
interest in the Variable Account. Lincoln Life will vote
shares for which

12
<PAGE>
it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes
shares for which it has received instructions. The Series
Funds do not hold regular meetings of shareholders.

The number of shares which a person has a right to vote will
be determined as of a date to be chosen by the appropriate
Series Fund not more than sixty (60) days prior to the
meeting of the particular Series Fund. Voting instructions
will be solicited by written communication at least fourteen
(14) days prior to the meeting.

The Funds' shares are issued and redeemed only in connection
with variable annuity contracts and variable life insurance
policies issued through separate accounts of Lincoln Life
and other life insurance companies. The Series Funds do not
foresee any disadvantage to Policy Owners arising out of the
fact that shares may be made available to separate accounts
which are used in connection with both variable annuity and
variable life insurance products. Nevertheless, the Series
Funds' Boards intend to monitor events in order to identify
any material irreconcilable conflicts which may possibly
arise and to determine what action, if any, should be taken
in response thereto. If such a conflict were to occur, one
of the separate accounts might withdraw its investment in a
Fund. This might force a Fund to sell portfolio securities
at disadvantageous prices.

FUND PARTICIPATION AGREEMENTS

With respect to a Trust, the adviser and/or the distributor,
or an affiliate thereof, may compensate Lincoln Life (or an
affiliate) for administration, distribution, or other
services. It is anticipated that such compensation would be
based on assets of the particular Trust attributable to the
Policies along with certain other variable contracts issued
or administered by Lincoln Life (or an affiliate).

DEATH BENEFIT

DEATH BENEFIT OPTIONS

Two different Death Benefit Options are available. The
amount payable under either option will be determined as of
the date of the Insured's death.

Under OPTION 1 the Death Benefit will be the greater of the
Specified Amount (a minimum of $100,000 as of the date of
this Prospectus), or the applicable percentage (the
"Corridor Percentage") of the Accumulation Value required to
maintain the Policy as a "life insurance contract" for tax
purposes (the "Corridor Death Benefit"). The Corridor
Percentage is 250% through the Insured's age 40 and
decreases in accordance with the table in "Payment of Death
Benefit" to 100% at the Insured's age 95. Option 1 provides
a level Death Benefit until the Corridor Death Benefit
exceeds the Specified Amount.

Under OPTION 2 the Death Benefit will be the greater of the
Specified Amount (a minimum of $100,000 as of the date of
this Prospectus), plus the Accumulation Value, or the
Corridor Death Benefit. Option 2 provides a varying Death
Benefit which increases or decreases over time, depending on
the amount of premium paid and the investment performance of
the underlying funding options chosen.

Under both Option 1 and Option 2, the proceeds payable upon
death will be the Death Benefit, reduced by partial
surrenders and by the amount necessary to repay any loans in
full. Option 1 will be in effect unless Option 2 has been
elected in the application for the Policy or unless a change
has been allowed.

13
<PAGE>
CHANGES IN DEATH BENEFIT OPTION

A Death Benefit Option change will be allowed upon the
Owner's written request to Lincoln Life's Administrative
Office in form satisfactory to Lincoln Life, subject to the
following conditions:

- The change will take effect on the Monthly Anniversary
Day or on the next Valuation Day following the date of
receipt of the request.

- There will be no change in the Surrender Charge, and
evidence of insurability may be required.

- No change in the Death Benefit Option may reduce the
Specified Amount below $100,000.

- For changes from Option 1 to Option 2, the new Specified
Amount will equal the Specified Amount less the
Accumulation Value at the time of the change.

- For changes from Option 2 to Option 1, the new Specified
Amount will equal the Specified Amount plus the
Accumulation Value at the time of the change.

GUARANTEED DEATH BENEFIT PROVISION

The Guaranteed Death Benefit Provision assures that, as long
as the Guaranteed Initial Death Benefit Premium is paid, the
Death Benefit will not be less than the Initial Specified
Amount during the first five Policy Years even if the Net
Accumulation Value is insufficient to cover the current
Monthly Deductions, assuming there have been no loans or
partial surrenders.

Changes in Initial Specified Amount, partial surrenders, and
Death Benefit Option changes during the first five Policy
Years may affect the Guaranteed Death Benefit Premium. These
events and loans may also affect the Policy's ability to
remain in force.

PAYMENT OF DEATH BENEFIT

The Death Benefit under the Policy will be paid in a lump
sum within seven days after receipt at Lincoln Life's
Administrative Office of due proof of the Insured's death (a
certified copy of the death certificate), unless the Owner
or the Beneficiary has elected that it be paid under one or
more of the Settlement Options (See "Settlement Options").
Payment of the Death Benefit may be delayed if the Policy is
being contested.

While the Insured is living, the Owner may elect a
Settlement Option for the Beneficiary and deem it
irrevocable, and may revoke or change a prior election. The
Beneficiary may make or change an election within 90 days of
the death of the Insured, unless the Owner has made an
irrevocable election.

All or a part of the Death Benefit may be applied under one
or more of the Settlement Options, or such other options as
Lincoln Life may make available in the future.

If the Policy is assigned as collateral security, Lincoln
Life will pay any amount due the assignee in one lump sum.
Any excess Death Benefit due will be paid as elected.

The Death Benefit under the Policy at any point in time must
be at least the "Corridor Percentage" of the Accumulation
Value based on the Insured's attained age. The table of
Corridor Percentages is in Appendix 3.

CHANGES IN SPECIFIED AMOUNT

Changes in the Specified Amount of a Policy can be made by
submitting a written request to Lincoln Life's
Administrative Office in form satisfactory to Lincoln Life.

14
<PAGE>
Changes in the Specified Amount are subject to the following
conditions:

- Satisfactory evidence of insurability and a supplemental
application may be required for an increase in the
Specified Amount.

- An increase in the Specified Amount will increase the
Surrender Charge.

- As of the date of this Prospectus, the minimum allowable
increase in Specified Amount is $1,000.

- No decrease may reduce the Specified Amount to less than
$100,000.

- No decrease may reduce the Specified Amount below the
minimum required to maintain the Policy's status under
the Code as a life insurance policy.

Decreases in Specified Amount will be effective on the
Monthly Anniversary Day on or next following receipt of the
request at our Administrative Office, if all requirements
have been met. Decreases in Specified Amount will be applied
to reduce existing Specified Amount in the following order:
first, the most recent increase in Specified Amount; then,
the next most recent increases in Specified Amount
successively; and finally, against the Specified Amount
provided at issue.

Increases in Specified Amount, if approved by Lincoln Life
and provided the Insured is living, will be effective on (i)
the Monthly Anniversary Day on or next following receipt of
the request at our Administrative Office and (ii) the
deduction from the Accumulation Value of the first month's
cost of insurance for the increase. If the Specified Amount
is increased, a new Surrender Charge applies for ten years
following any increase in Specified Amount. (See "Charges;
Fees -- Surrender Charge".)

PREMIUM PAYMENTS; TRANSFERS

PREMIUM PAYMENTS

The Policies provide for flexible premium payments. Premium
Payments are payable in the frequency and in the amount
selected by the Policy Owner. The initial Premium Payment is
due on the Issue Date and is payable in advance. The minimum
payment is the amount necessary to maintain a positive Net
Accumulation Value or Guaranteed Minimum Death Benefit. Each
subsequent Premium Payment must be at least $100. Lincoln
Life reserves the right to decline any application or
Premium Payment.

After the initial Premium Payment, all Premium Payments must
be sent directly to Lincoln Life's Administrative Office and
will be deemed received when actually received there.

The Policy Owner may elect to increase, decrease or change
the frequency of Premium Payments.

PLANNED PREMIUMS are Premium Payments scheduled when a
Policy is applied for. They can be billed annually,
semiannually or quarterly. Pre-authorized automatic monthly
check payments may also be arranged.

ADDITIONAL PREMIUMS are any Premium Payments made ($100
minimum) in addition to Planned Premiums.

GUARANTEED INITIAL DEATH BENEFIT PREMIUM, if paid during
each of the first five Policy Years, enables the Policy to
remain in force regardless of investment performance,
assuming no surrenders or loans during that time. The
Guaranteed Initial Death Benefit Premium is stated in the
Policy Specifications. An increase in Specified Amount would
require a recalculation of the Guaranteed Initial Death
Benefit Premium. If this premium is not paid, or there are
partial surrenders or loans taken during the first five
Policy

15
<PAGE>
Years, the Policy will lapse during the first five Policy
Years if the Net Accumulation Value is less than the next
Monthly Deduction, just as it would after the first five
Policy Years at any time the Net Accumulation Value is less
than the next Monthly Deduction.

Payment of Planned Premiums or Additional Premiums in any
amount will not, except as noted above, guarantee that the
Policy will remain in force. Conversely, failure to pay
Planned Premiums or Additional Premiums will not necessarily
cause a Policy to lapse (See "Guaranteed Death Benefit
Provision").

PREMIUM INCREASES. At any time, the Owner may increase
Planned Premiums, or pay Additional Premiums, but:

- Evidence of insurability may be required if the
Additional Premium or the new Planned Premium during the
current Policy Year would increase the difference between
the Death Benefit and the Accumulation Value. If
satisfactory evidence of insurability is requested and
not provided, the increase in premium will be refunded
without interest and without participation of such
amounts in any underlying funding options.

- In no event may the total of all Premium Payments exceed
the then-current maximum premium limitations established
by federal law for a Policy to qualify as life insurance.
If, at any time, a Premium Payment would result in total
Premium Payments exceeding such maximum premium
limitation, Lincoln Life will only accept that portion of
the Premium Payment which will make total premiums equal
the maximum. Any part of the Premium Payment in excess of
that amount will be returned or applied as otherwise
agreed and no further Premium Payments will be accepted
until allowed by the then-current maximum premium
limitations prescribed by law.

- If there is any Policy indebtedness, any additional Net
Premium Payments will be used first as a loan repayment
with any excess applied as an additional Net Premium
Payment.

ALLOCATION OF NET PREMIUM PAYMENTS

At the time of purchase of the Policy, the Owner must decide
how to allocate Net Premium Payments among the Sub-Accounts
and the Fixed Account. Allocation to any one Variable
Account Sub-Account or to the Fixed Account must be in whole
percentages. No allocation can be made which would result in
a Sub-Account Value of less than $50 or a Fixed Account
value of less than $2,500. For each Variable Account
Sub-Account, the Net Premium Payments are converted into
Accumulation Units. The number of Accumulation Units
credited to the Policy is determined by dividing the Net
Premium Payment allocated to the Sub-Account by the value of
the Accumulation Unit for the Sub-Account.

During the Right-to-Examine Period, the Net Premium Payment
will be allocated to the Fixed Account, and interest
credited from the Issue Date if the Premium Payment was
received on or before the Issue Date. Lincoln Life will
allocate the initial Net Premium Payment directly to the
Sub-Account(s) selected by the Owner within three days after
expiration of the Right-to-Examine Period.

Unless Lincoln Life is directed otherwise by the Policy
Owner, subsequent Net Premium Payments will be allocated on
the same basis as the most recent previous Net Premium
Payment. Such allocation will occur as of the next Valuation
Period after each payment is received.

The allocation for future Net Premium Payments may be
changed at any time free of charge. Any new allocation will
apply to Premium Payments made more than one week

16
<PAGE>
after Lincoln Life receives the notice of the new allocation
at its administrative office. Any new allocation is subject
to the same requirements as the initial allocation. Lincoln
Life may, at its sole discretion, waive minimum premium
allocation requirements.

TRANSFERS

Before the Insured attains age 100, values may, at any time,
be transferred ($500 minimum) from one Sub-Account to
another or from the Variable Account to the Fixed Account.
Within the 30 days after each Policy Anniversary, the Owner
may also transfer a portion of the Fixed Account Value to
one or more Sub-Accounts, until the Insured attains age 100.
Transfers from the Fixed Account are allowed in the 30-day
period after a Policy Anniversary and will be effective as
of the next Valuation Day after a request is received in
good order at Lincoln Life's Administrative Office. The
cumulative amount of transfers from the Fixed Account within
any such 30-day period cannot exceed 20% of the Fixed
Account Value on the most recent Policy Anniversary. Lincoln
Life may further limit transfers from the Fixed Account at
any time.

Subject to the above restrictions, up to 12 transfers may be
made in any Policy Year without charge, and any value
remaining in the Fixed Account or a Sub-Account after a
transfer must be at least $500. Transfers may be made in
writing or by telephone unless the Policy Owner has
indicated in writing in the application or otherwise that
telephone transfers are not to be permitted. To make a
telephone transfer, the Policy Owner must call Lincoln
Life's Administrative Office and provide, as identification,
his or her Policy Number and a requested portion of his or
her Social Security number. A customer service
representative will then come on the line and, upon
ascertaining that telephone transfers are permitted for that
Policy, take the transfer request, which will be processed
as of the next close of business and confirmed the day after
that. Lincoln Life disclaims all liability for losses
resulting from unauthorized or fraudulent telephone
transactions, but acknowledges that if it does not follow
these procedures, which it believes to be reasonable, it may
be liable for such losses.

Any transfer among the Sub-Accounts or to the Fixed Account
will result in the crediting and cancellation of
Accumulation Units based on the Accumulation Unit values
next determined after a written request is received by
Lincoln Life at its Administrative Office. Transfer requests
must be received by Lincoln Life at its Administrative
Office by the close of the New York Stock Exchange (usually,
4:00 pm ET) on each day the New York Stock Exchange is open,
in order to be effective that day. Any transfer made which
causes the remaining value of Accumulation Units for a
Sub-Account to be less than $500 will result in those
remaining Accumulation Units being cancelled and their
aggregate value reallocated proportionately among the other
funding options chosen. The Policy Owner should carefully
consider current market conditions and each Sub-Account's
investment policies and related risks before allocating
money to the Sub-Accounts. See pages 8-12 of this
Prospectus.

Lincoln Life, at its sole discretion, may waive minimum
balance requirements on the Sub-Accounts.

OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS

The Owner may elect to enroll in either of the following
programs. However, both programs cannot be in effect at the
same time.

DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which, if elected by the
Owner, systematically allocates specified dollar amounts
from the Money Market Sub-Account to one or more of the
Contract's Variable Account Sub-Accounts at regular
intervals as selected by the

17
<PAGE>
Owner. By allocating on a regularly scheduled basis as
opposed to allocating the total amount at one particular
time, an Owner may be less susceptible to the impact of
market fluctuations. Dollar cost averaging will not assure a
profit or protect against a declining market.

Dollar Cost Averaging may be elected by establishing a Money
Market Sub-Account value of at least $1,000. The minimum
amount per month to allocate is $100. Enrollment in this
program may occur at any time by calling Lincoln Life's
Administrative Office or by providing the information
requested on the Dollar Cost Averaging election form to
Lincoln Life, provided that sufficient value is in the Money
Market Sub-Account. Transfers to the Fixed Account are not
permitted under Dollar Cost Averaging. Lincoln Life may, at
its sole discretion, waive Dollar Cost Averaging minimum
deposit and transfer requirements.

Dollar Cost Averaging will terminate when any of the
following occurs: (1) the number of designated transfers has
been completed; (2) the value of the Money Market Sub-
Account is insufficient to complete the next transfer; (3)
the Owner requests termination by telephone or in writing
and such request is received at least one week prior to the
next scheduled transfer date to take effect that month; or
(4) the Policy is surrendered.

There is no current charge for Dollar Cost Averaging but
Lincoln Life reserves the right to charge for this program.

AUTOMATIC REBALANCING

Automatic Rebalancing is an option which, if elected by the
Owner on the initial application, or thereafter by calling
Lincoln Life's Administrative Office, periodically restores
to a pre-determined level the percentage of Policy Value
allocated to each Sub-Account (e.g. 20% Money Market, 50%
Growth, 30% Utilities). This pre-determined level will be
the allocation initially selected on the application, unless
subsequently changed. The Automatic Rebalancing allocation
may be changed at any time by submitting a written request
to Lincoln Life or by calling the Administrative Office.

If Automatic Rebalancing is elected, all Net Premium
Payments allocated to the Sub-Accounts must be subject to
Automatic Rebalancing. The Fixed Account is not available
for Automatic Rebalancing.

Automatic Rebalancing may take place on either a quarterly,
semi-annual or annual basis, as selected by the Owner. Once
Automatic Rebalancing is activated, any Sub-Account
transfers executed outside of the rebalancing option will
terminate the Automatic Rebalancing. Any subsequent premium
payment or withdrawal that modifies the net account balance
within each Sub-Account may also cause termination of
Automatic Rebalancing. Any such termination will be
confirmed to the Owner. The Owner may terminate Automatic
Rebalancing or re-enroll at any time by calling or writing
Lincoln Life's Administrative Office.

There is no current charge for Automatic Rebalancing but
Lincoln Life reserves the right to charge for this program.

CHARGES; FEES

Lincoln Life deducts the charges described below to cover
costs and expenses, services provided, and risks assumed
under the Policies. The amount of a charge may not
necessarily correspond to the costs associated with
providing the services or benefits indicated by the
designation of the charge or associated with the particular
Policy. For example, the Premium Load and Surrender Charge
may not fully cover all of the sales

18
<PAGE>
and distribution expenses actually incurred by Lincoln Life,
and proceeds from other charges, including the mortality and
expense risk charge, may be used in part to cover such
expenses.

PREMIUM LOAD

A deduction of 5.0% of each Premium Payment will be made to
cover the premium load. This load represents state taxes and
federal income tax liabilities and a portion of the sales
expenses incurred by Lincoln Life. The 2.35% portion of this
deduction for premium taxes may be higher or lower than the
actual tax imposed by the applicable jurisdiction; it is in
the mid-range of state premium taxes, which range from 1.75%
to 5.0%. Lincoln Life estimates 1.15% of each Premium
Payment will be used to meet federal income tax liabilities
attributable to the treatment of deferred acquisition costs.
The remaining 1.5% of the deduction is for sales expenses.

MONTHLY DEDUCTIONS

A Monthly Deduction is made from the Net Accumulation Value
for administrative expenses. The monthly administrative fee
is $15 during the first Policy Year and, currently, $5
during subsequent Policy Years. This charge is for items
such as premium billing and collection, policy value
calculation, confirmations and periodic reports. For
subsequent Policy Years, this monthly fee will never exceed
$10.

A Monthly Deduction is also made from the Net Accumulation
Value for the Cost of Insurance and any charges for
supplemental riders. The Cost of Insurance depends on the
attained age, risk class and gender classification (in
accordance with state law) of the Insured and the current
Net Amount at Risk.

The Cost of Insurance is determined by dividing the Death
Benefit at the previous Monthly Anniversary Day by
1.0032737, subtracting the Accumulation Value at the
previous Monthly Anniversary Day, and multiplying the result
(the Net Amount at Risk) by the applicable Cost of Insurance
Rate as determined by Lincoln Life. The Guaranteed Maximum
Cost of Insurance Rates are in Appendix 4.

These Monthly Deductions are deducted proportionately from
the value of each funding option. This is accomplished for
the Sub-Accounts by canceling Accumulation Units and
withdrawing the value of the canceled Accumulation Units
from each funding option in the same proportion as their
respective values have to the Net Accumulation Value. The
Monthly Deductions are made on the Monthly Anniversary Day.

If the Insured is still living at age 100 and the Policy has
not been surrendered, no further Monthly Deductions are
taken and any Variable Account Value is transferred to the
Fixed Account. The Policy will then remain in force until
surrender or the Insured's death.

TRANSACTION FEE FOR EXCESS TRANSFERS

There will be a $25 transaction fee for each transfer
between funding options in excess of 12 during any Policy
Year.

19
<PAGE>
MORTALITY AND EXPENSE RISK CHARGE AND FUND EXPENSES

The purpose of the following Table is to help purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by purchasers assuming that all Net Premium Payments are allocated
to the Variable Account. The table reflects expenses of the Variable Account as
well as of the individual Funds underlying the Variable Sub-Accounts. The
Mortality and Expense Risk Charge shown is the currently charged rate during the
first twelve Policy Years. It currently declines to .55% per year thereafter and
is guaranteed not to exceed .90% per year.

FEE TABLE
<TABLE>
<CAPTION>
AIM VARIABLE INSURANCE FUNDS, INC.
-------------------------------------------------------------- BT INSURANCE
AIM V.L. FUNDS TRUST
CAPITAL AIM V.I. ----------------
APPRECIATION AIM V.I. AIM V.I. DIVERSIFIED EQUITY 500 INDEX
FUND GROWTH FUND VALUE FUND INCOME FUND FUND
-------------- ------------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk Charge....... 0.80% 0.80% 0.80% 0.80% 0.80%
Total Separate Account Annual
Expenses............................... 0.80% 0.80% 0.80% 0.80% 0.80%
FUND PORTFOLIO ANNUAL EXPENSES
Management Fees......................... 0.63% 0.65% 0.62% 0.60% 0.20%
Other Expenses.......................... 0.05% 0.08% 0.08% 0.20% 0.10%(2)
Total Fund Portfolio Annual Expenses.... 0.68%(1) 0.73%(1) 0.70%(1) 0.80%(1) 0.30%(2)

<CAPTION>
DELAWARE GROUP
PREMIUM FUND LINCOLN
---------------------------------------------- NATIONAL
SMALL -------
EMERGING CAP MONEY MARKET
MARKET SERIES TREND SERIES VALUE SERIES FUND
-------------- ------- ------------ -------
<S> <C> <C> <C> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk Charge....... 0.80% 0.80% 0.80% 0.80%
Total Separate Account Annual
Expenses............................... 0.80% 0.80% 0.80% 0.80%
FUND PORTFOLIO ANNUAL EXPENSES
Management Fees......................... 0.30% 0.62% 0.60% 0.48%
Other Expenses.......................... 1.20% 0.23% 0.25% 0.11%
Total Fund Portfolio Annual Expenses.... 1.50%(3) 0.85%(3) 0.85%(3) 0.59%
</TABLE>

- ------------------------------
(1) A I M Advisors, Inc. ("AIM") may from time to time voluntarily waive or
reduce its respective fees. Effective May 1, 1998, the Funds reimburse AIM
in an amount up to 0.25% of the average net asset value of each Fund, for
expenses incurred in providing, or assuring that participating insurance
companies provide, certain administrative services, as described in the
accompanying prospectus for the Funds. On a current basis, the fee will
apply only to the average net asset value of each Fund in excess of the net
asset value of each Fund as calculated on April 30, 1998, and AIM will not
seek reimbursement of the cost of any service in excess of the amount
charged by a participating insurance company for providing the services
above. The amount of reimbursements that will be paid by each Fund under
this arrangement for the year ending December 31, 1998 cannot be predicted.

(2) Under the Advisory Agreement with the Advisor, the Funds will pay advisory
fees at the annual percentage rate of .20% of the average daily net assets
of the Equity 500 Index Fund. These fees are accrued daily and paid monthly.
The Advisor has voluntarily undertaken to waive the fees and to reimburse
the Fund for certain expenses so that the Equity 500 Index Fund total
operating expenses will not exceed .30%. Such expense reimbursements may be
terminated at the discretion of the Advisor. If this reimbursement were not
in place, the total operating expenses would be 2.78%. For the year ended
December 31, 1997, the Advisor waived and/or reimbursed expenses of $65,771
for the Equity 500 Index Fund.

(3) The investment adviser for the Small Cap Value Series and Trend Series is
Delaware Management Company, Inc. ("Delaware Management"). The investment
adviser for the Emerging Markets Series is Delaware International Advisers
Ltd. ("Delaware International"). Effective May 1, 1998 through October 31,
1998, the investment advisers for the Series of DGPF have agreed voluntarily
to waive their management fees and reimburse each Series for expenses to the
extent that total expenses will not exceed 1.50% for the Emerging Markets
Series and 0.85% for the Small Cap Value Series and Trend Series. The fee
ratios shown above have been restated to assume that the new voluntary
limitation took effect January 1, 1997. For the fiscal year ended December
31, 1997, before waiver and/or reimbursement by the investment adviser,
total Series expenses as a percentage of average daily net assets were 2.45%
for the Emerging Market Series, 0.90% for Small Cap Value Series (formerly
known as "Value Series"), and 0.88% for Trend Series.

Other Expenses of the Trusts shown in the table are based on expenses incurred
by each Trust for the year ending December 31, 1997. The table does not reflect
the monthly deductions for the cost of insurance and any riders, nor does it
reflect the monthly deduction of $15 during the first Policy Year, and
currently, $5 thereafter for administrative expenses. The information set forth
should be considered together with the information provided in this Prospectus
under the heading "Charges and Fees", and in each Fund's Prospectus. All
expenses are expressed as a percentage of average account value.

20
<PAGE>

<TABLE>
<CAPTION>
MFS-REGISTERED TRADEMARK-
FIDELITY VARIABLE INSURANCE VARIABLE TEMPLETON VARIABLE PRODUCTS OCC ACCUMULATION
PRODUCTS FUNDS INSURANCE TRUST SERIES FUND (CLASS 1) TRUST
- -------------------------------- ------------------------------- --------------------------------- -------------------
VIP II VIP I VIP II MFS MFS TEMPLETON
ASSET EQUITY- INVESTMENT EMERGING TOTAL MFS ASSET TEMPLETON TEMPLETON GLOBAL
MANAGER INCOME GRADE BOND GROWTH RETURN UTILITIES ALLOCATION INTERNATIONAL STOCK EQUITY MANAGED
PORTFOLIO PORTFOLIO PORTFOLIO SERIES SERIES SERIES FUND FUND FUND PORTFOLIO PORTFOLIO
- --------- --------- ---------- --------- --------- --------- --------- ------------ -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
0.55% 0.50% 0.44% 0.75% 0.75% 0.75% 0.60%(7) 0.69%(7) 0.69%(7) 0.79%(8) 0.80%(8)
0.10% 0.08% 0.14% 0.12%(6) 0.25%(6) 0.25%(6) 0.18%(7) 0.19%(7) 0.19%(7) 0.40%(9) 0.07%(9)
0.65%(4) 0.58%(4) 0.58% 0.87% 1.00%(5) 1.00%(5) 0.78% 0.88% 0.88% 1.19%(10) 0.87%(10)
</TABLE>

- ------------------------------
(4) A portion of the brokerage commissions that certain funds paid was used to
reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian whereby credits realized as a result of
uninvested cash balances were used to reduce custodian expenses. Including
these reductions, Total Fund Portfolio Annual Expenses would have been 0.64%
for the VIP II Asset Manager Portfolio and 0.57% for the VIP Equity-Income
Portfolio.

(5) The Adviser has agreed to bear expenses for each Series, subject to
reimbursement by each Series, such that each Series' "Other Expenses" shall
not exceed 0.25% of the average daily net assets of the Series during the
current fiscal year. Otherwise, "Other Expenses" for the Total Return Series
and Utilities Series would be 0.27% and 0.45% respectively, and "Total Fund
Portfolio Annual Expenses" would be 1.02% and 1.20% respectively, for these
Series. See "Information Concerning Shares of Each Series Expenses."

(6) Each Series has an expense offset arrangement which reduces the Series'
custodian fee based upon the amount of cash maintained by the Series with
its custodian and dividend disbursing agent, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Series' expenses). Any such fee reductions are not
reflected under "Other Expenses".

(7) Management Fees and Total Operating Expenses have been restated to reflect
the management fee schedule approved by shareholders and effective May 1,
1997. See fund prospectus for details. Actual Management Fees and Total Fund
Operating Expenses during 1997 were lower.

(8) Reflects management fees after taking into effect any waiver.

(9) Other Expenses are shown gross of expense offsets afforded the Portfolios
which effectively lowered overall custody expenses.

(10) Total Portfolio Expenses for the Managed Portfolio are limited by OpCap
Advisors so that their respective annualized operating expenses (net of any
expense offsets) do not exceed 1.00% of average daily net assets. Total
Portfolio Expenses for the Global Equity Portfolio are limited to 1.25% of
average daily net assets. Without such limitation and without giving effect
to any expense offsets, the Management Fees, Other Expenses and Total
Portfolio Expenses incurred for the fiscal year ended December 31, 1997
would have been .80%, .07%, and .87%, respectively, for the Managed
Portfolio and .80%, .40%, and 1.20%, respectively, for the Global Equity
Portfolio.

21
<PAGE>
SURRENDER CHARGE

Upon surrender of a Policy, a surrender charge may apply, as
described below. This charge is in part a deferred sales
charge and in part a recovery of certain first year
administrative costs. (See "Appendix 5 -- Illustration of
Surrender Charges".)

The initial Surrender Charge, as specified in the Policy, is
based on the Initial Specified Amount and the amount of
Premium Payments during the first two Policy Years. Once
determined, the Surrender Charge will remain the same dollar
amount during the third through fifth Policy Years.
Thereafter, it declines monthly at a rate of 20% per year so
that after the end of the tenth Policy Year (assuming no
increases in the Specified Amount) the Surrender Charge will
be zero. Thus, the Surrender Charge at the end of the sixth
Policy Year would be 80% of the Surrender Charge at the end
of the fifth Policy Year, at the end of the seventh Policy
Year would be 60% of the Surrender Charge at the end of the
fifth Policy Year, and so forth. However, in no event will
the Surrender Charge exceed the maximum allowed by state or
federal law.

If the Specified Amount is increased, a new Surrender Charge
will be applicable, in addition to any existing Surrender
Charge. The Surrender Charge applicable to the increase
would be equal to the Surrender Charge on a new policy whose
Specified Amount was equal to the amount of the increase.
Supplemental Policy Specifications will be sent to the Owner
upon an increase in Specified Amount reflecting the maximum
additional Surrender Charge in the Table of Surrender
Charges. As of the date of this Prospectus, the minimum
allowable increase in Specified Amount is $1,000. Lincoln
Life may change this at any time.

If the Specified Amount is decreased while the Surrender
Charge applies, the Surrender Charge will remain the same.

No Surrender Charge is imposed on a partial surrender, but
an administrative fee of $25 is imposed, allocated pro-rata
among the Sub-Accounts (and, where applicable, the Fixed
Account) from which the partial surrender proceeds are taken
unless the Owner instructs Lincoln Life otherwise.

The portion of the Surrender Charge applied to reimburse
Lincoln Life for sales and promotional expense is at most
28.5% of the sum of Premium Payments in the first two Policy
Years up to one Guideline Annual Premium, plus 8.5% of
Premium Payments in the first two Policy Years between one
and two times one Guideline Annual Premium plus 7.5% of
Premium Payments in the first two Policy Years in excess of
two times one Guideline Annual Premium. The portion
applicable to administrative expense is $6.00 per $1,000 of
Initial Specified Amount. Under certain circumstances
involving the payment of very large premiums during the
first two Policy Years, a lesser portion of the Surrender
Charge will be applied to reimburse Lincoln Life for sales
and promotional expense, if and to the extent required by
state law. Any surrenders may result in tax implications.
(See "Tax Matters".)

Based on its actuarial determination, Lincoln Life does not
anticipate that the Surrender Charge will cover all sales
and administrative expenses which Lincoln Life will incur in
connection with the Policy. Any such shortfall, including
but not limited to payment of sales and distribution
expenses, would be available for recovery from the General
Account of Lincoln Life, which supports insurance and
annuity obligations.

22
<PAGE>
REDUCTION OF CHARGES -- PURCHASES ON A CASE BASIS

This Policy is available for purchases by corporations and
other groups or sponsoring organizations on a Case basis.
Lincoln Life reserves the right to reduce premium loads or
any other charges on certain cases, where it is expected
that the amount or nature of such cases will result in
savings of sales, underwriting, administrative or other
costs. Eligibility for these reductions and the amount of
reductions will be determined by a number of factors,
including but not limited to, the number of lives to be
insured, the total premiums expected to be paid, total
assets under management for the policy owner, the nature of
the relationship among the insured individuals, the purpose
for which the Policies are being purchased, the expected
persistency of the individual policies and any other
circumstances which Lincoln Life believes to be relevant to
the expected reduction of its expenses. Some of these
reductions may be guaranteed and others may be subject to
withdrawal or modification by Lincoln Life on a uniform Case
basis. Reductions in these charges will not be unfairly
discriminatory against any person, including the affected
Policy Owners funded by Lincoln Life Flexible Premium
Variable Account M.

POLICY VALUES

ACCUMULATION VALUE

Once a Policy has been issued, each Net Premium Payment
allocated to a Sub-Account of the Variable Account is
credited in the form of Accumulation Units, representing the
Fund in which assets of that Sub-Account are invested. Each
Net Premium Payment will be credited to the Policy as of the
end of the Valuation Period in which it is received at
Lincoln Life's Administrative Office (or portion thereof
allocated to a particular Sub-Account). The number of
Accumulation Units credited is determined by dividing the
Net Premium Payment by the value of an Accumulation Unit
next computed after receipt. Since each Sub-Account has a
unique Accumulation Unit value, a Policy Owner who has
elected a combination of funding options will have
Accumulation Units credited from more than one source.

The Accumulation Value of a Policy is determined by: (a)
multiplying the total number of Accumulation Units credited
to the Policy for each applicable Sub-Account by its
appropriate current Accumulation Unit value; (b) if a
combination of Sub-Accounts is elected, totaling the
resulting values; and (c) adding any values attributable to
the General Account (i.e., the Fixed Account Value and the
Loan Account Value).

The number of Accumulation Units credited to a Policy will
not be changed by any subsequent change in the value of an
Accumulation Unit. Such value may vary from Valuation Period
to Valuation Period to reflect the investment experience of
the Fund used in a particular Sub-Account.

The Fixed Account Value reflects amounts allocated to the
General Account through payment of premiums or transfers
from the Variable Account. The Fixed Account Value is
guaranteed; however, there is no assurance that the Variable
Account Value of the Policy will equal or exceed the Net
Premium Payments allocated to the Variable Account.

Each Policy Owner will be advised at least annually as to
the number of Accumulation Units which remain credited to
the Policy, the current Accumulation Unit values, the
Variable Account Value, the Fixed Account Value and the Loan
Account Value.

Accumulation Value will be affected by Monthly Deductions.

23
<PAGE>
VARIABLE ACCUMULATION UNIT VALUE

The Accumulation Unit value for each Sub-Account was or will
be arbitrarily established at the inception of the
Sub-Account. It may increase or decrease from Valuation
Period to Valuation Period. The Accumulation Unit value for
a Sub-Account for any later Valuation Period is determined
as follows:
(1)The total value of Fund shares held in the Sub-Account
is calculated by multiplying the number of Fund shares
owned by the Sub-Account at the beginning of the
Valuation Period by the net asset value per share of
the Fund at the end of the Valuation Period, and
adding any dividend or other distribution of the Fund
if an ex-dividend date occurs during the Valuation
Period; minus
(2)The liabilities of the Sub-Account at the end of the
Valuation Period; such liabilities include daily
charges imposed on the Sub-Account, and may include a
charge or credit with respect to any taxes paid or
reserved for by Lincoln Life that Lincoln Life
determines result from the operations of the Variable
Account; and
(3)The result of (2) is divided by the number of
Sub-Account units outstanding at the beginning of the
Valuation Period.

The daily charges imposed on a Sub-Account for any Valuation
Period are equal to the daily mortality and expense risk
charge plus any applicable daily administrative charge
multiplied by the number of calendar days in the Valuation
Period.

SURRENDER VALUE

The Surrender Value of a Policy is the amount the Owner can
receive in cash by surrendering the Policy. All or part of
the Surrender Value may be applied to one or more of the
Settlement Options. (See "Surrender Charge.")

SURRENDERS

There may be adverse tax consequences associated with
surrenders from the Policy. (See "Tax Matters -- Policy
Proceeds.")

PARTIAL SURRENDERS

A partial surrender may be made at any time by written
request to Lincoln Life's Administrative Office during the
lifetime of the Insured and while the Policy is in force.
Such request may also be made by telephone if telephone
transfers have been previously authorized in writing. A $25
transaction fee is charged.

The amount of a partial surrender may not exceed 90% of the
Surrender Value at the end of the Valuation Period in which
the election becomes or would become effective, and may not
be less than $500.

For an Option 1 Policy (See "Death Benefit"): A partial
surrender will reduce the Accumulation Value, Death Benefit,
and Specified Amount. The Specified Amount and Accumulation
Value will be reduced by equal amounts and will reduce any
past increases in the reverse order in which they occurred.

For an Option 2 Policy (See "Death Benefit"): A partial
surrender will reduce the Accumulation Value and the Death
Benefit, but it will not reduce the Specified Amount.

The Specified Amount remaining in force after a partial
surrender may not be less than $100,000. Any request for a
partial surrender that would reduce the Specified Amount
below this amount will not be granted. In addition, if,
following the partial surrender and

24
<PAGE>
the corresponding decrease in the Specified Amount, the
Policy would not comply with the maximum premium limitations
required by federal tax law, the decrease may be limited to
the extent necessary to meet the federal tax law
requirements.

If, at the time of a partial surrender, the Net Accumulation
Value is attributable to more than one funding option, the
$25 transaction charge and the amount paid upon the
surrender will be taken proportionately from the values in
each funding option, unless the Policy Owner and Lincoln
Life agree otherwise.

FULL SURRENDERS

A full surrender may be made at any time. Lincoln Life will
pay the Surrender Value next computed after receiving the
Owner's written request at Lincoln Life's Administrative
Office in a form satisfactory to Lincoln Life. Payment of
any amount from the Variable Account on a full surrender
will usually be made within seven calendar days thereafter.
All coverage under the Policy will automatically terminate
if the Owner makes a full surrender.

DEFERRAL OF PAYMENT AND TRANSFERS

Payment of loans or of the surrendered amount from the
Variable Account may be postponed when the New York Stock
Exchange is closed and for such other periods as the
Commission may require. Payment or transfer from the Fixed
Account may be deferred up to six months at Lincoln Life's
option. If Lincoln Life exercises its right to defer such
payment or transfer interest will be added as required by
law.

LAPSE AND REINSTATEMENT

LAPSE OF A POLICY; EFFECT OF GUARANTEED DEATH BENEFIT
PROVISION

A Policy will not lapse during the five-year period after
its Issue Date regardless of investment performance if, on
each Monthly Anniversary Day within that period the sum of
premiums paid equals or exceeds the required amount of the
Guaranteed Initial Death Benefit Premium for that period,
assuming there have been no loans or partial surrenders. If
there have been any loans or partial surrenders, the Policy
may lapse unless there is sufficient Net Accumulation Value
to cover the Monthly Deduction.

After the five-year period expires, and depending on the
investment performance of the funding options, the Net
Accumulation Value may be insufficient to keep this Policy
in force, and payment of an additional premium may be
necessary.

A lapse occurs, and all coverage under the Policy
automatically terminates, if a Monthly Deduction is greater
than the Net Accumulation Value and no payment to cover the
Monthly Deduction is made within the Grace Period. Lincoln
Life will send the Owner a lapse notice at least 31 days
before the Grace Period expires.

REINSTATEMENT OF A LAPSED POLICY

The Owner can apply for reinstatement at any time during the
Insured's lifetime if the Policy was not surrendered for
cash. To reinstate a Policy, Lincoln Life will require
satisfactory evidence of insurability and an amount
sufficient to pay for the current Monthly Deduction plus two
additional Monthly Deductions.

If the Policy is reinstated within five years of the Issue
Date, all values including the Loan Account Value will be
reinstated to the point they were on the date of lapse.
However, the Guaranteed Initial Death Benefit Option will
not be reinstated.

25
<PAGE>
If the Policy is reinstated after five years following the
Issue Date, it will be reinstated on the Monthly Anniversary
Day following Lincoln Life approval. The Accumulation Value
at reinstatement will be the Net Premium Payment then made
less the Monthly Deduction due that day.

If the Accumulation Value is not sufficient to cover the
full Surrender Charge at the time of lapse, the remaining
portion of the Surrender Charge will also be reinstated at
the time of Policy reinstatement.

POLICY LOANS

A Policy loan requires that a loan agreement be executed and
that the Policy be assigned to Lincoln Life. The loan may be
for any amount up to 100% of the Surrender Value; however,
Lincoln Life may limit the amount of such loan so that total
Policy indebtedness will not exceed 90% of an amount equal
to the Accumulation Value less the Surrender Charge which
would be imposed on a full surrender. The minimum loan
amount is $500. The amount of a loan, together with
subsequent accrued but not paid interest on the loan,
becomes part of the Loan Account Value. If Policy values are
held in more than one funding option, withdrawals from each
funding option will be made in proportion to the assets in
each funding option at the time of the loan for transfer to
the Loan Account, unless Lincoln Life is instructed
otherwise in writing at its Administrative Office.

Interest on loans will accrue at an annual rate of 8%, and
loan interest is payable once a year in arrears on each
policy anniversary, or earlier upon full surrender or other
payment of proceeds of a Policy. Any interest not paid when
due becomes part of the loan and the interest will be
withdrawn proportionately from the values in each funding
option.

Lincoln Life will credit interest on the Loan Account Value.
During the first ten Policy Years, Lincoln Life's current
practice is that interest will be credited at an annual rate
equal to the interest rate charged on the loan minus 1%
(guaranteed not to exceed 2%). Beginning with the eleventh
Policy Year, Lincoln Life's current practice is that
interest will be credited at an annual rate equal to the
interest rate charged on the loan, less .25% annually
(guaranteed not to exceed 1%). In no case will the annual
credited interest rate be less than 6% in each of the first
ten Policy Years and 7% thereafter. Interest paid will be
allocated among the funding options according to current Net
Premium Payment allocations.

Repayments on the loan will be allocated among the funding
options according to current Net Premium Payment
allocations. The Loan Account Value will be reduced by the
amount of any loan repayment.

A Policy loan, whether or not repaid, will affect the
proceeds payable upon the Insured's death and the
Accumulation Value because the investment results of the
Variable Account or the Fixed Account will apply only to the
non-loaned portion of the Accumulation Value. The longer a
loan is outstanding, the greater the effect is likely to be.
Depending on the investment results of the Variable Account
or the Fixed Account while the loan is outstanding, the
effect could be favorable or unfavorable.

If at any time the total indebtedness against the Policy,
including interest accrued but not due, equals or exceeds
the then current Accumulation Value less surrender charge,
the Policy will terminate without Value subject to the
conditions in the Grace Period provision.

26
<PAGE>
If a Policy lapses while a loan is outstanding, adverse tax
consequences may result. (See "Tax Matters -- Policy
Proceeds.")

SETTLEMENT OPTIONS

Proceeds in the form of Settlement Options are payable by
Lincoln Life at the Beneficiary's election upon the
Insured's death, or while the Insured is alive upon election
by the Owner of one of the Settlement Options.

A written request may be made to elect, change, or revoke a
Settlement Option before payments begin under any Settlement
Option. This request must be in form satisfactory to Lincoln
Life, and will take effect upon its receipt at Lincoln
Life's Administrative Office. The first payment under the
Settlement Option selected will become payable on the date
proceeds are settled under the option. Payments after the
first payment will be made on the first day of each month.
Once payments have begun, the Policy cannot be surrendered
and neither the payee nor the Settlement Option may be
changed.

FIRST OPTION -- Payments for the lifetime of the payee.

SECOND OPTION -- Payments for the lifetime of the payee,
guaranteed for 60, 120, 180, or 240 months;

THIRD OPTION -- Payment for a stated number of years, at
least five but no more than thirty;

FOURTH OPTION -- Payment of interest annually on the sum
left with Lincoln Life at a rate of at least 3% per year,
and upon the payee's death the amount on deposit will be
paid.

ADDITIONAL OPTIONS -- Policy proceeds may also be settled
under any other method of settlement offered by Lincoln Life
at the time the request is made.

OTHER POLICY PROVISIONS

ISSUANCE

A Policy may only be issued upon receipt of satisfactory
evidence of insurability, and generally only where the
Insured is below the age of 80.

EFFECTIVE DATE OF COVERAGE

The effective date of this Policy will be the Issue Date,
provided the initial premium has been paid while the Insured
is alive and prior to any change in the health and
insurability of the Insured as represented in the
application.

SHORT-TERM RIGHT TO CANCEL THE POLICY

A Policy may be returned for cancellation and a full refund
of premium within 10 days after the Policy is received,
unless otherwise stipulated by state law requirements,
within 10 days after Lincoln Life mails or personally
delivers a Notice of Withdrawal Right to the Owner, or
within 45 days after the application for the Policy is
signed, whichever occurs latest. The Initial Premium Payment
made when the Policy is issued will be held in the Fixed
Account and not allocated to the Variable Account even if
the Policy Owner may have so directed until three business
days following the expiration of the Right-to-Examine
Period. If the Policy is returned for cancellation in a
timely fashion, the refund

27
<PAGE>
of premiums paid, without interest, will usually occur
within seven days of notice of cancellation, although a
refund of premiums paid by check may be delayed until the
check clears.

POLICY OWNER

While the Insured is living, all rights in this Policy are
vested in the Policy Owner named in the application or as
subsequently changed, subject to assignment, if any.

The Policy Owner may name a new Policy Owner while the
Insured is living. Any such change in ownership must be in a
written form satisfactory to Lincoln Life and recorded at
its Administrative Office. Once recorded, the change will be
effective as of the date signed; however, the change will
not affect any payment made or action taken by Lincoln Life
before it was recorded. Lincoln Life may require that the
Policy be submitted for endorsement before making a change.

If the Policy Owner is other than the Insured, names no
contingent Policy Owner and dies before the Insured, the
Policy Owner's rights in this Policy belong to the Policy
Owner's estate.

BENEFICIARY

The Beneficiary(ies) shall be as named in the application or
as subsequently changed, subject to assignment, if any.

The Policy Owner may name a new Beneficiary while the
Insured is living. Any change must be in a written form
satisfactory to Lincoln Life and recorded at its
Administrative Office. Once recorded, the change will be
effective as of the date signed; however, the change will
not affect any payment made or action taken by Lincoln Life
before it was recorded.

If any Beneficiary predeceases the Insured, that
Beneficiary's interest passes to any surviving
Beneficiary(ies), unless otherwise provided. Multiple
Beneficiaries will be paid in equal shares, unless otherwise
provided. If no named Beneficiary survives the Insured, the
death proceeds shall be paid to the Policy Owner or the
Policy Owner's executor(s), administrator(s) or assigns.

ASSIGNMENT

While the Insured is living, the Policy Owner may assign his
or her rights in the Policy. The assignment must be in
writing, signed by the Policy Owner and recorded at Lincoln
Life's Administrative Office. No assignment will affect any
payment made or action taken by Lincoln Life before it was
recorded. Lincoln Life is not responsible for any assignment
not submitted for recording, nor is Lincoln Life responsible
for the sufficiency or validity of any assignment. The
assignment will be subject to any indebtedness owed to
Lincoln Life before it was recorded.

RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

The Policy Owner may, within the first two Policy Years,
exchange the Policy for a permanent life insurance policy
then being offered by Lincoln Life. The benefits for the new
policy will not vary with the investment experience of a
separate account. The exchange must be elected within 24
months from the Issue Date. No evidence of insurability will
be required.

28
<PAGE>
The Policy Owner, the Insured and the Beneficiary under the
new policy will be the same as those under the exchanged
Policy on the effective date of the exchange. The
Accumulation Value under the new Policy will be equal to the
Accumulation Value under the old Policy on the date the
exchange request is received. The new policy will have a
Death Benefit on the exchange date not more than the Death
Benefit of the original Policy immediately prior to the
exchange date. If the Accumulation Value is insufficient to
support the Death Benefit, the Policy Owner will be required
to make additional Premium Payments in order to effect the
exchange. The new policy will have the Issue Date and Issue
Age as of the exchange date. The initial Specified Amount
and any increases in Specified Amount will have the same
rate class as those of the original Policy. Any indebtedness
may be transferred to the new policy.

The exchange may be subject to an equitable adjustment in
rates and values to reflect variances, if any, in the rates
and values between the two Policies. After adjustment, if
any excess is owed the Policy Owner, Lincoln Life will pay
the excess to the Policy Owner in cash. The exchange may be
subject to federal income tax withholding.

INCONTESTABILITY

Lincoln Life will not contest payment of the death proceeds
based on the Initial Specified Amount after the Policy has
been in force during the Insured's lifetime for two years
from the Issue Date. For any increase in Specified Amount
requiring evidence of insurability, Lincoln Life will not
contest payment of the death proceeds based on such an
increase after it has been in force during the Insured's
lifetime for two years from its effective date.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been misstated, the
affected benefits will be adjusted. The amount of the Death
Benefit will be 1. multiplied by 2. and then the result
added to 3. where:

1. is the Net Amount at Risk at the time of the Insured's
death;

2. is the ratio of the monthly cost of insurance applied in
the policy month of death to the monthly cost of
insurance that should have been applied at the true age
and sex in the policy month of death; and

3. is the Accumulation Value at the time of the Insured's
death.

SUICIDE

If the Insured dies by suicide, while sane or insane, within
two years from the Issue Date, Lincoln Life will pay no more
than the sum of the premiums paid, less any indebtedness and
the amount of any partial surrenders. If the Insured dies by
suicide, while sane or insane, within two years from the
date an application is accepted for an increase in the
Specified Amount, Lincoln Life will pay no more than a
refund of the monthly charges for the cost of such
additional benefit.

NONPARTICIPATING POLICIES

These are nonparticipating Policies on which no dividends
are payable. These Policies do not share in the profits or
surplus earnings of Lincoln Life.

29
<PAGE>
RIDERS

A Waiver of Monthly Deduction Rider may be added to the
Policy. Under this rider, Lincoln Life will maintain the
Death Benefit by paying covered monthly deductions during
periods of disability. Rider availability may vary by state.

TAX MATTERS

POLICY PROCEEDS

Section 7702 of the Code provides that if certain tests are
met, a Policy will be treated as a life insurance policy for
federal tax purposes. Lincoln Life will monitor compliance
with these tests. Lincoln Life reserves the right to make
changes in this Policy or to make distributions from the
Policy to the extent it deems necessary, in its sole
discretion, to continue to qualify this Policy as life
insurance. The Policy should thus receive the same federal
income tax treatment as fixed benefit life insurance. As a
result, the death proceeds payable under a Policy are
excludable from gross income of the Beneficiary under
Section 101 of the Code.

Section 7702A of the Code defines modified endowment
contracts as those policies issued or materially changed on
or after June 21, 1988 on which the total premiums paid
during the first seven years exceed the amount that would
have been paid if the policy provided for paid up benefits
after seven level annual premiums. The Code provides for
taxation of surrenders, partial surrenders, loans,
collateral assignments and other pre-death distributions
from modified endowment contracts in the same way annuities
are taxed. Modified endowment contract distributions are
defined by the Code as amounts not received as an annuity
and are taxable to the extent the cash value of the policy
exceeds, at the time of distribution, the premiums paid into
the policy. A 10% tax penalty generally applies to the
taxable portion of such distributions unless the Policy
Owner is over age 59 1/2 or disabled.

It may not be advantageous to replace existing insurance
with Policies described in this Prospectus. It may also be
disadvantageous to purchase a Policy to obtain additional
insurance protection if the purchaser already owns another
variable life insurance policy.

The Policies offered by this Prospectus may or may not be
issued as modified endowment contracts. Lincoln Life will
monitor premiums paid and will notify the Policy Owner when
the Policy's non-modified endowment contract status is in
jeopardy. If a Policy is not a modified endowment contract,
a cash distribution during the first 15 years after a Policy
is issued which causes a reduction in death benefits may
still become fully or partially taxable to the Owner
pursuant to Section 7702(f)(7) of the Code. The Policy Owner
should carefully consider this potential effect and seek
further information before initiating any changes in the
terms of the Policy. Under certain conditions, a Policy may
become a modified endowment contract as a result of a
material change or a reduction in benefits as defined by
Section 7702A(c) of the Code.

In addition to meeting the tests required under Section 7702
and Section 7702A, Section 817(h) of the Code requires that
the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations issued by the
Secretary of the Treasury set the standards for measuring
the adequacy of this diversification. A variable life
insurance policy that is not adequately diversified under
these regulations would not be treated as life insurance
under Section 7702 of the Code. To be adequately
diversified, each Sub-Account of the Variable Account must
meet certain tests. Lincoln Life believes the Variable
Account investments meet the applicable diversification
standards.

30
<PAGE>
Should the Secretary of the Treasury issue additional rules
or regulations limiting the number of funds, transfers
between funds, exchanges of funds or changes in investment
objectives of funds such that the Policy would no longer
qualify as life insurance under Section 7702 of the Code,
Lincoln Life will take whatever steps are available to
remain in compliance.

Lincoln Life will monitor compliance with these regulations
and, to the extent necessary, will change the objectives or
assets of the Sub-Account investments to remain in
compliance.

A total surrender or termination of the Policy by lapse may
have adverse tax consequences. If the amount received by the
Policy Owner plus total Policy indebtedness exceeds the
premiums paid into the Policy, the excess will generally be
treated as taxable income, regardless of whether or not the
Policy is a modified endowment contract.

Federal estate and state and local estate, inheritance and
other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Policy Owner or
Beneficiary.

TAXATION OF LINCOLN LIFE

Lincoln Life is taxed as a life insurance company under the
Code. Since the Variable Account is not a separate entity
from Lincoln Life and its operations form a part of Lincoln
Life, it will not be taxed separately as a "regulated
investment company" under Sub-chapter M of the Code.
Investment income and realized capital gains on the assets
of the Variable Account are reinvested and taken into
account in determining the value of Accumulation Units.

Lincoln Life does not initially expect to incur any Federal
income tax liability that would be chargeable to the
Variable Account. Based upon these expectations, no charge
is currently being made against the Variable Account for
federal income taxes. If, however, Lincoln Life determines
that on a separate company basis such taxes may be incurred,
it reserves the right to assess a charge for such taxes
against the Variable Account.

Lincoln Life may also incur state and local taxes in
addition to premium taxes in several states. At present,
these taxes are not significant. If they increase, however,
additional charges for such taxes may be made.

SECTION 848 CHARGES

The 5.0% premium load is assessed to cover state taxes,
federal income tax liabilities and a portion of the sales
expenses incurred by Lincoln Life. This load is made up of
2.35% for state taxes, 1.15% for the additional federal
income tax burden under Section 848 of the Code relating to
the tax treatment of deferred acquisition costs and a 1.5%
sales load.

OTHER CONSIDERATIONS

The foregoing discussion is general and is not intended as
tax advice. Counsel and other competent advisers should be
consulted for more complete information. This discussion is
based on Lincoln Life's understanding of Federal income tax
laws as they are currently interpreted by the Internal
Revenue Service. No representation is made as to the
likelihood of continuation of these current laws and
interpretations.

31
<PAGE>
OTHER MATTERS

DISTRIBUTION OF POLICIES

PRINCIPAL UNDERWRITER

Lincoln Life intends to offer the Policies in all
jurisdictions where it is licensed to do business. Lincoln
Life, the principal underwriter for the Policies, is
registered with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 as a broker-dealer and
is a member of the National Association of Securities
Dealers. The principal business address of Lincoln Life is
1300 South Clinton Street, Fort Wayne, Indiana 46802.

The Policy will be sold by individuals who, in addition to
being licensed as life insurance agents for Lincoln Life,
are also its registered representatives. Gross first year
commissions paid by Lincoln Life, including expense
reimbursement allowances, on the sale of these Policies are
not more than 95% of Premium Payments. Gross renewal
commissions paid by Lincoln Life will not exceed 10% of
Premium Payments. The local agency receives additional
compensation on the first year required premium and all
additional premiums. In some situations, the local agency
may elect to share its commission with the registered
representative. Selling representatives are also eligible
for bonuses and non-cash compensation if certain production
levels are reached. All compensation is paid from Lincoln
Life's resources, which include certain charges made under
the Policy.

CHANGES OF INVESTMENT POLICY

Lincoln Life may materially change the investment policy of
the Variable Account. Lincoln Life must inform the Policy
Owners and obtain all necessary regulatory approvals. Any
change must be submitted to the various state insurance
departments which shall disapprove it if deemed detrimental
to the interests of the Policy Owners or if it renders
Lincoln Life's operations hazardous to the public. If a
Policy Owner objects, the Policy may be converted to a
substantially comparable fixed benefit life insurance policy
offered by Lincoln Life on the life of the Insured. The
Policy Owner has the later of 60 days (6 months in
Pennsylvania) from the date of the investment policy change
or 60 days (6 months in Pennsylvania) from being informed of
such change to make this conversion. Lincoln Life will not
require evidence of insurability for this conversion.

The new policy will not be affected by the investment
experience of any separate account. The new policy will be
for an amount of insurance not exceeding the Death Benefit
of the Policy converted on the date of such conversion.

OTHER CONTRACTS ISSUED BY LINCOLN LIFE

Lincoln Life does presently and will, from time to time,
offer other variable annuity contracts and variable life
insurance policies with benefits which vary in accordance
with the investment experience of a separate account of
Lincoln Life.

STATE REGULATION

32
<PAGE>
Regulation by the Insurance Department includes periodic
examination to determine Lincoln Life's contract liabilities
and reserves so that the Insurance Department may certify
the items are correct. Lincoln Life's books and accounts are
subject to review by the Insurance Department at all times
and a full examination of its operations is conducted
periodically by the Indiana Department of Insurance. Such
regulation does not, however, involve any supervision of
management or investment practices or policies.

REPORTS TO POLICY OWNERS

Lincoln Life maintains Policy records and will mail to each
Policy Owner, at the last known address of record, an annual
statement showing the amount of the current Death Benefit,
the Accumulation Value, and Surrender Value, premiums paid
and monthly charges deducted since the last report, the
amounts invested in the Fixed Account and in the Variable
Account and in each Sub-Account of the Variable Account, and
any Loan Account Value.

Policy Owners will also be sent annual reports containing
financial statements for the Variable Account and annual and
semi-annual reports of the Funds as required by the 1940
Act.

In addition, Policy Owners will receive statements of
significant transactions, such as changes in Specified
Amount, changes in Death Benefit Option, changes in future
premium allocation, transfers among Sub-Accounts, Premium
Payments, loans, loan repayments, reinstatement and
termination.

ADVERTISING

Lincoln Life is also ranked and rated by independent
financial rating services, including Moody's, Standard &
Poor's, Duff & Phelps and A.M. Best Company. The purpose of
these ratings is to reflect the financial strength or
claims-paying ability of Lincoln Life. The ratings are not
intended to reflect the investment experience or financial
strength of the Variable Account. Lincoln Life may advertise
these ratings from time to time. In addition, Lincoln Life
may include in certain advertisements, endorsements in the
form of a list of organizations, individuals or other
parties which recommend Lincoln Life or the Policies.
Furthermore, Lincoln Life may occasionally include in
advertisements comparisons of currently taxable and tax
deferred investment programs, based on selected tax
brackets, or discussions of alternative investment vehicles
and general economic conditions.

LEGAL PROCEEDINGS

Lincoln Life is involved in various pending or threatened
legal proceedings arising from the conduct of its business.
Most of these proceedings are routine and in the ordinary
course of business. In some instances these proceedings
include claims for unspecified or substantial punitive
damages and similar types of relief in addition to amounts
for alleged contractual liability or requests for equitable
relief. After consultation with legal counsel and a review
of available facts, it is management's opinion that the
ultimate liability, if any, under these suits will not have
a material adverse effect on the financial position of
Lincoln Life.

33
<PAGE>
insurance policies. Certain of these suits have been filed
as class actions against Lincoln Life, although as of the
date of this Prospectus the court had not certified a class
in any of them. Plaintiffs seek unspecified damages and
penalties for themselves and on behalf of the putative
class. Although the relief sought in these cases is
substantial, the cases are in the early stages of
litigation, and it is premature to make assessments about
potential loss, if any. Management denies these allegations
and intends to defend these suits vigorously. The amount of
liability, if any, which may arise as a result of these
suits (exclusive of any indemnification from professional
liability insurers) cannot be reasonably estimated at this
time.

EXPERTS

The statutory-basis financial statements and schedules of
Lincoln Life will be filed by amendment.

Actuarial matters included in this prospectus have been
examined by Vaughn W. Robbins, FSA as stated in the opinion
filed as an exhibit to the registration statement.

Legal matters in connection with the Policies described
herein are being passed upon by Robert A. Picarello, Esq.,
as stated in the opinion filed as an exhibit to the
registration statement.

REGISTRATION STATEMENT

A Registration Statement has been filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the Policies offered hereby. This
Prospectus does not contain all the information set forth in
the Registration Statement and amendments thereto and
exhibits filed as a part thereof, to all of which reference
is hereby made for further information concerning the
Variable Account, Lincoln Life, and the Policies offered
hereby. Statements contained in this Prospectus as to the
content of Policies and other legal instruments are
summaries. For a complete statement of the terms thereof,
reference is made to such instruments as filed.

34
<PAGE>
APPENDIX 1

PREPARING FOR YEAR 2000

Many existing computer programs use only two digits to
identify a year in the date field. These programs were
designed and developed without considering the impact of the
upcoming change in the century. If not corrected, many
computer applications could fail or create erroneous results
by or at the year 2000. The year 2000 issue affects
virtually all companies and organizations.

Lincoln Life, as part of its year 2000 updating process, is
responsible for the updating of its Account M-related
computer systems. An affiliate of Lincoln Life, Delaware
Service Company (Delaware), provides substantially all of
the necessary accounting and valuation services for Account
M. Delaware, for its part, is responsible for updating all
of its internal computer systems, including those which
service Account M, to accommodate the year 2000. Lincoln
Life and Delaware (the "Companies") have each been
redirecting a large portion of their internal information
technology efforts and contracting with outside consultants
as part of this updating process. Meanwhile, they have been
coordinating with each other as part of the the process.

The year 2000 issue is pervasive and complex and affects
virtually every aspect of the businesses of both Lincoln
Life and Delaware (the Companies). The computer systems of
the Companies and their interfaces with the computer systems
of vendors, suppliers, customers and other business partners
are particularly vulnerable. The inability to properly
recognize date-sensitive electronic information and to
transfer data between systems could cause errors or even
complete failure of systems, which would result in a
temporary inability to process transactions correctly and
engage in normal business activities for Account M. The
Companies respectively are redirecting significant portions
of their internal information technology efforts and are
contracting, as needed, with outside consultants to help
update their systems to accommodate the year 2000. The
Companies have respectively initiated formal discussions
with other critical parties that interface with their
systems to gain an understanding of the progress by those
parties in addressing year 2000 issues. While the Companies
are making substantial efforts to address their own systems
and the systems with which they interface, it is not
possible to provide assurance that operational problems will
not occur. The Companies presently believe that, assuming
the modification of existing computer systems, updates by
vendors and conversion to new software and hardware, the
year 2000 issue will not pose significant operations
problems for their respective computer systems. In addition,
the Companies are incorporating potential issues surrounding
year 2000 into their contingency planning process, in the
event that, despite these substantial efforts, there are
unresolved year 2000 problems. If the remediation efforts
noted above are not completed timely or properly, the year
2000 issue could have a material adverse impact on the
operation of the businesses of Lincoln Life or Delaware, or
both.

The cost of addressing year 2000 issues and the timeliness
of completion is being monitored by management of the
respective Companies. Nevertheless, there can be no
guarantee either by Lincoln Life or by Delaware that
estimated costs will be achieved, and actual results could
differ significantly from those anticipated. Specific
factors that might cause such differences include, but are
not limited to, the availability and cost of personnel
trained in this area, the ability to locate and correct all
relevant computer problems, and other uncertainties.

35
<PAGE>
APPENDIX 2

DIRECTORS AND OFFICERS OF LINCOLN LIFE

The following persons are Directors and Officers of Lincoln
Life. Except as indicated below, the address of each is 1300
South Clinton Street, Fort Wayne, Indiana 46802, and each
has been employed by Lincoln Life or its affiliates for more
than 5 years.

<TABLE>
<CAPTION>
NAME, ADDRESS AND
POSITION(S) WITH REGISTRANT PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- --------------------------------- ----------------------------------------------------
<S> <C>
NANCY J. ALFORD Vice President [4/96-present], (formerly Second Vice
VICE PRESIDENT President [1/90-4/96]), Lincoln National Life
Insurance Co.

ROLAND C. BAKER President [1/95-present], First Penn-Pacific Life
VICE PRESIDENT AND DIRECTOR Insurance Co. Formerly: Chairman and CFO
1801 S. Meyers Road [7/88-1/95], Baker, Ralish, Shipley and Politzer,
Oakbrook Terrace, Ill. 60181 Inc.

JON A. BOSCIA President and Director, Lincoln National Corp.
DIRECTOR [1/98-present] (Formerly: President and Chief
200 East Berry Street Executive Officer [10/96-1/98] and Chief Operating
Fort Wayne, Ind. 46802 Officer [5/94-10/96]), Lincoln National Life
Insurance Co.; President [7/91-5/94]Lincoln
Investment Management, Inc.

JOHN GOTTA Vice President and General Manager [1/98-present]
SENIOR VICE PRESIDENT AND Lincoln National Life Insurance Co. Formerly: Senior
ASSISTANT SECRETARY Vice President, Connecticut General Life Insurance
350 Church Street Company [3/96-12/97]; Vice President, Connecticut
Hartford, CT 06103 Mutual Life Insurance Company [8/94-3/96]; Vice
President, CIGNA [3/93-8/94]

J. MICHAEL HEMP President [11/96-Present], Lincoln Financial
SENIOR VICE PRESIDENT Advisors Corp.; Vice President [10/95-Present],
350 Church Street Lincoln National Life Insurance Co. Formerly:
Hartford, CT 06103 Regional Chief Executive Officer [11/79-10/95],
Lincoln Dallas RMO.

STEPHEN H. LEWIS Senior Vice President, [5/94-present] Lincoln
SENIOR VICE PRESIDENT National Life Insurance Co. Formerly: President
[2/85-5/94], First Penn-Pacific Life Insurance Co.

H. THOMAS MCMEEKIN President [5/94-present], Lincoln Investment
DIRECTOR Management, Inc.; Executive Vice President
200 East Berry Street [5/94-Present], Lincoln National Corporation
Fort Wayne, Ind. 46802 (formerly Senior Vice President [11/92-5/94])

ARTHUR S. ROSS Vice President, Lincoln National Life Insurance Co.
VICE PRESIDENT

LAWRENCE T. ROWLAND Executive Vice President [10/96-present] (formerly
EXECUTIVE VICE PRESIDENT AND Senior Vice President [1/93-10/96]), Lincoln
DIRECTOR National Life Insurance Co.
One Reinsurance Place
1700 Magnavox Way
Fort Wayne, Ind. 46804
</TABLE>

36
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND
POSITION(S) WITH REGISTRANT PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- --------------------------------- ----------------------------------------------------
<S> <C>
KEITH J. RYAN Senior Vice President (formerly Vice President),
SENIOR VICE PRESIDENT, CHIEF Chief Financial Officer and Assistant Treasurer
FINANCIAL OFFICER AND ASSISTANT [1/96-present]. Formerly: Controller [6/95-12/95],
TREASURER Business Controls Director [11/90-6/95], Lincoln
National Life Insurance Co.

GABRIEL L. SHAHEEN President and Chief Executive Officer
PRESIDENT, CHIEF EXECUTIVE [1/98-present], Lincoln National Life Insurance Co.
OFFICER Formerly: Chairman and Managing Director, Lincoln
AND DIRECTOR National (UK) PLC [12/96-1/98]; President, Lincoln
National Reassurance Company [7-95-12/96]; Senior
Vice President, Lincoln National Life Reinsurance
Company [1/93-7/95]

RICHARD C. VAUGHAN Executive Vice President and Chief Financial Officer
DIRECTOR [1/95-present] (formerly Senior Vice President
200 East Berry Street [4/92-1/95]), Lincoln National Corp.
Fort Wayne, Ind. 46802

MICHAEL R. WALKER Vice President [1/96-present], Lincoln National Life
VICE PRESIDENT Insurance Co. Formerly: Vice President [3/93-1/96],
Employers Health Insurance Co.

ROY V. WASHINGTON Vice President [7/96-present], Lincoln National Life
VICE PRESIDENT Insurance Co. (formerly, Associate Counsel
[2/95-7/96]). Formerly: Director of Compliance
[8/94-2/95], Lincoln Investment Management, Inc.;
Compliance Consultant [8/89-8/94], Lincoln National
Corp.

MICHAEL L. WRIGHT Senior Vice President [3/95-present], Lincoln
SENIOR VICE PRESIDENT National Life Insurance Co. Formerly: Executive Vice
President and Chief Operating Officer [11/88-3/95],
The Associate Group.
</TABLE>

37
<PAGE>
APPENDIX 3

CORRIDOR PERCENTAGES

<TABLE>
<CAPTION>
INSURED'S CORRIDOR INSURED'S CORRIDOR
ATTAINED AGE PERCENTAGE ATTAINED AGE PERCENTAGE
------------ ----------- ------------- -----------
<S> <C> <C> <C>
0-40 250% 70 115%
41 243 71 113
42 236 72 111
43 229 73 109
44 222 74 107
----- --- -----
45 215 75 105
46 209 76 105
47 203 77 105
48 197 78 105
49 191 79 105
----- --- -----
50 185 80 105
51 178 81 105
52 171 82 105
53 164 83 105
54 157 84 105
----- --- -----
55 150 85 105
56 146 86 105
57 142 87 105
58 138 88 105
59 134 89 105
----- --- -----
60 130 90 105
61 128 91 104
62 126 92 103
63 124 93 102
64 122 94 101
----- --- -----
65 120 95 100
66 119 96 100
67 118 97 100
68 117 98 100
69 116 99 100
----- --- -----
</TABLE>

38
<PAGE>
APPENDIX 4

The Guaranteed Maximum Cost of Insurance Rates, per $1,000
of Net Amount at Risk, for standard risks are set forth in
the following Table based on the 1980 Commissioners Standard
Ordinary Mortality Tables, Age Nearest Birthday (1980 CSO);
or, for unisex rates, on the 1980 CSO-B Table.
<TABLE>
<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
(NEAREST MONTHLY MONTHLY MONTHLY
BIRTHDAY) RATE RATE RATE
- ----------- --------- --------- ---------
<S> <C> <C> <C>
0 0.34845 0.24089 0.32677
1 0.08917 0.07251 0.08667
2 0.08251 0.06750 0.07917
3 0.08167 0.06584 0.07834
4 0.07917 0.06417 0.07584

5 0.07501 0.06334 0.07251
6 0.07167 0.06084 0.06917
7 0.06667 0.06000 0.06584
8 0.06334 0.05834 0.06250
9 0.06167 0.05750 0.06084

10 0.06084 0.05667 0.06000
11 0.06417 0.05750 0.06250
12 0.07084 0.06000 0.06917
13 0.08251 0.06250 0.07834
14 0.09584 0.06887 0.09001

15 0.11085 0.07084 0.10334
16 0.12585 0.07601 0.11585
17 0.13919 0.07917 0.12752
18 0.14836 0.08167 0.13502
19 0.15502 0.08501 0.14085
20 0.15836 0.08751 0.14502
21 0.15919 0.08917 0.14585
22 0.15752 0.09084 0.14419
23 0.15502 0.09251 0.14252
24 0.15189 0.09501 0.14085

25 0.14752 0.09668 0.13752
26 0.11419 0.09918 0.13585
27 0.14252 0.10168 0.13418
28 0.14169 0.10501 0.13418
29 0.14252 0.10635 0.13585

30 0.14419 0.11251 0.13752
31 0.14836 0.11668 0.14169
32 0.15252 0.12085 0.14585
33 0.15919 0.12502 0.15252
34 0.16889 0.13168 0.15919

35 0.17586 0.13752 0.16836
36 0.18670 0.14669 0.17837
37 0.20004 0.15752 0.19170
38 0.21505 0.17003 0.20588
39 0.23255 0.18503 0.22338

40 0.25173 0.20171 0.24173
41 0.27424 0.22005 0.26340
42 0.29675 0.23922 0.28508
43 0.32260 0.25757 0.31010
44 0.34929 0.27674 0.33428

45 0.37931 0.29675 0.36263
46 0.41017 0.31677 0.39182
47 0.44353 0.33761 0.42268
48 0.47856 0.36096 0.45437
49 0.51777 0.38598 0.49107

<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
(NEAREST MONTHLY MONTHLY MONTHLY
BIRTHDAY) RATE RATE RATE
- ----------- --------- --------- ---------
<S> <C> <C> <C>

50 0.55948 0.41350 0.53028
51 0.60870 0.44270 0.57533
52 0.66377 0.47523 0.62539
53 0.72636 0.51276 0.68297
54 0.79730 0.55114 0.74722

55 0.87326 0.59118 0.81566
56 0.95591 0.63123 0.88996
57 1.04192 0.66961 0.96593
58 1.13378 0.70633 1.04609
59 1.23236 0.74556 1.13211

60 1.34180 0.78979 1.22817
61 1.46381 0.84488 1.33511
62 1.60173 0.91417 1.45796
63 1.75809 1.00267 1.59922
64 1.93206 1.10539 1.75725

65 2.12283 1.21731 1.92955
66 2.32623 1.33511 2.11195
67 2.54312 1.45461 2.30614
68 2.77350 1.57247 2.50878
69 3.02328 1.69955 2.72909

70 3.30338 1.84590 2.97466
71 3.62140 2.02325 3.25640
72 3.98666 2.24419 3.58279
73 4.40599 2.51548 3.95978
74 4.87280 2.83552 4.38330

75 5.37793 3.19685 4.84334
76 5.91225 3.59370 5.33245
77 6.46824 4.01942 5.84227
78 7.04089 4.47410 6.36948
79 7.64551 4.97042 6.92851

80 8.30507 5.52957 7.54229
81 9.03761 6.17118 8.22883
82 9.86724 6.91414 9.01216
83 10.80381 7.77075 9.90124
84 11.82571 8.72632 10.87533

85 12.91039 9.76952 11.92213
86 14.03509 10.89151 13.01471
87 15.18978 12.08770 14.15507
88 16.36948 13.35774 15.33494
89 17.57781 14.70820 16.56493

90 18.82881 16.15259 17.85746
91 20.14619 17.71416 19.23699
92 21.57655 19.43814 20.76665
93 23.20196 21.40786 22.49837
94 25.28174 23.63051 24.70915

95 28.27411 27.16158 27.82758
96 33.10577 32.32378 32.78845
97 41.68476 41.21204 41.45783
98 58.01259 57.81394 57.95663
99 90.90909 90.90909 90.90909
</TABLE>

39
<PAGE>
APPENDIX 5

ILLUSTRATION OF SURRENDER CHARGES

The Surrender Charge is calculated as (a) times (b), where
(a) is the sum of (i) a Deferred Sales Charge and (ii) a
Deferred Administrative Charge and (b) is the applicable
Surrender Charge Grading Factor. If the Specified Amount is
increased, a new Surrender Charge will be applicable, in
addition to any existing Surrender Charge.

Below are examples of Surrender Charge calculations, one
involving a level Specified Amount and one involving an
increase in the Specified Amount, followed by Definitions
and Tables used in the calculations.

EXAMPLE 1: A male nonsmoker, age 35, purchases a Policy with
a Specified Amount of $100,000 and a scheduled annual
premium of $1100. He now wants to surrender the Policy at
the end of the sixth Policy Year.

The Surrender Charge computed is as follows:

Sum of the premiums paid through the end of the second
Policy Year = $2200.00

Guideline Annual Premium Amount (Male, Age 35, $100,000
Specified Amount) = $1195.63

Surrender Charge =

<TABLE>
<S> <C>
(.285X$1195.63) + (.085X($2200-$1195.63)) = $340.75 + $85.37 = $ 426.12(i)
$6.00 per $1000 of Specified Amount $ 600.00(ii)
--------
$1026.12(a)
</TABLE>

The total Surrender Charge is $1026.12(a), times the
surrender charge grading factor,(b): ($1026.12 X 80%) =
$820.90.

EXAMPLE 2: A female nonsmoker, age 45, purchases a Policy
with an Initial Specified Amount of $200,000 and a scheduled
annual premium of $1500. She pays the scheduled annual
premium for the first five Policy Years. At the start of the
sixth Policy Year, she increases the Specified Amount to
$250,000 and continues to pay the scheduled annual premium
of $1500. She now wants to surrender the Policy at the end
of the eighth Policy Year. Separate Surrender Charges must
be calculated for the Initial Specified Amount and for the
increase in Specified Amount.

The Surrender Charges are computed as follows:

For the Initial Specified Amount,
Sum of the premiums paid through the end of the second
Policy Year = $3000.00

Guideline Annual Premium Amount (Female, Age 45, $200,000
Specified Amount = $2966.81

<TABLE>
<S> <C>
Surrender Charge for Initial Specified Amount =

(.285X$2966.81) +(.085X($3000.00-$2966.81)) = $845.54 + $2.82 = $ 848.36(i)
$6.00 per $1000 of Initial Specified Amount $1200.00(ii)
--------
$2048.36(a)
</TABLE>

The total Surrender Charge for the Initial Specified Amount
is $2048.36,(a), times the applicable surrender charge
grading factor,(b): ($2048.36 X 40%) = $819.34.

40
<PAGE>
For the increase in Specified Amount;
Sum of the premiums in the first two years following the
increase in Specified Amount, applicable to the increase in
Specified Amount =
($1500 X 2) X ($50,000 / $250,000) = $600.00.

Guideline Annual Premium Amount (Female, Age 50, $50,000
Specified Amount) = $993.68.

<TABLE>
<S> <C>
Surrender Charge for the increase in Specified Amount =
(.285 X $600.00) $ 171.00(i)
$6.00 per $1000 of increase in Specified Amount $ 300.00(ii)
--------
$ 471.00(a)
</TABLE>

The total Surrender Charge for the increase in the Specified
Amount is $471.00,(a), times the applicable surrender charge
grading factor,(b): ($471.00 X 100%) = $471.00

The overall Surrender Charge for the Policy is ($819.34 +
$471.00) = $1290.34.

DEFINITIONS AND TABLES

(a)(i)The Deferred Sales Charge is based on the actual
premium paid and the applicable Guideline Annual
Premium Amount, and is calculated assuming the
following:

<TABLE>
<S> <C>
DURING POLICY YEAR:
1 and 2 28.5% of the sum of the premiums
paid up to an amount equal to the
Guideline Annual Premium Amount,*
plus 8.5% of the sum of the
premiums paid between one and two
times the Guideline Annual Premium
Amount, plus 7.5% of the sum of the
premiums paid in excess of two
times the Guideline Annual Premium
Amount.
3 through 10 same dollar amount as of the end of
Policy Year 2.
</TABLE>

In no event will the Deferred Sales Charge exceed the
maximum permitted under federal or state law.

(ii)The Deferred Administrative Charge is $6.00 per $1,000
of Specified Amount.

(b) SURRENDER CHARGE GRADING FACTORS

<TABLE>
<S> <C>
Policy Years**
1-5 100%
Policy Year 6 80%
Policy Year 7 60%
Policy Year 8 40%
Policy Year 9 20%
Policy Year 10 0%
</TABLE>

If a Surrender Charge becomes effective at other than the
end of a Policy Year, any applicable Surrender Charge
grading factor will be applied on a pro rata basis as of
such effective date.

* Guideline Annual Premium Amount is the level annual
amount that would be payable through the latest maturity
date permitted under the Policy but not less than 20
years after date of issue or (if earlier) age 95 for the
future benefits under the Policy, subject to the
following provisions: (A) the payments were fixed by the
Life Insurer as to both timing and amount; and (B) the
payments were based on the 1980 Commissioners Standard
Ordinary Mortality Table, net investment earnings at the
greater of an annual effective of 5% or rate or rates
guaranteed at issue of the policy, the sales load under
the policy, and the fees and charges specified in the
policy. A new Guideline Annual Premium Amount is
determined for each increase in Specified Amount under
the policy; in such event, "Policy Years" are measured
from the effective date(s) of such increase(s).

** Number of Policy Years elapsed since the Date of Issue or
since the effective date(s) of any increase(s) in
Specified Amount.

41
<PAGE>
APPENDIX 6

ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES,
AND DEATH BENEFITS

The illustrations in this Prospectus have been prepared to
help show how values under the Policies change with
investment performance. The illustrations show how
Accumulation Values, Surrender Values and Death Benefits
under a Policy would vary over time if the hypothetical
gross investment rates of return were a uniform annual
effective rate of either 0%, 6% or 12%. If the hypothetical
gross investment rate of return averages 0%, 6%, or 12% over
a period of years, but fluctuates above or below those
averages for individual years, the Accumulation Values,
Surrender Values and Death Benefits may be different. The
illustrations also assume there are no Policy loans or
partial surrenders, no additional Premium Payments are made
other than shown, no Accumulation Values are allocated to
the Fixed Account, and there are no changes in the Specified
Amount or Death Benefit Option.

The amounts shown for the Accumulation Value, Surrender
Value and Death Benefit as of each Policy Anniversary
reflect the fact that charges are made and expenses applied
which lower investment return on the assets held in the
Sub-Accounts. Daily charges are made against the assets of
the Sub-Accounts for assuming mortality and expense risks.
The current mortality and expense risk charges are
equivalent to an annual effective rate of 0.80% of the daily
net asset value of the Variable Account. On each Policy
Anniversary beginning with the 13th, the mortality and
expense risk charge is reduced to 0.55% on an annual basis
of the daily net assets of the Variable Account. The
mortality and expense risk charge is guaranteed never to
exceed an annual effective rate of 0.90% of the daily net
asset value of the Variable Account. In addition, the
amounts shown also reflect the deduction of Fund investment
advisory fees and other expenses which will vary depending
on which funding vehicle is chosen but which are assumed for
purposes of these illustrations to be equivalent to an
annual effective rate of 0.81% of the daily net asset value
of the Variable Account. This rate reflects an arithmetic
average of total Fund portfolio annual expenses for the year
ending December 31, 1997.

Considering guaranteed charges for mortality and expense
risks and the assumed Fund expenses, gross annual rates of
0%, 6% and 12% correspond to net investment experience at
constant annual rates of -1.71%, 4.29% and 10.29%.

The illustrations also reflect the fact that Lincoln Life
makes monthly charges for providing insurance protection.
Current values reflect current Cost of Insurance charges and
guaranteed values reflect the maximum Cost of Insurance
charges guaranteed in the Policy. The values shown are for
Policies which are issued as standard. Policies issued on a
substandard basis would result in lower Accumulation Values
and Death Benefits than those illustrated.

The illustrations also reflect the fact that Lincoln Life
deducts a premium load from each Premium Payment. Current
and guaranteed values reflect a deduction of 5.0% of each
Premium Payment.

The Surrender Values shown in the illustrations reflect the
fact that Lincoln Life will deduct a Surrender Charge from
the Policy's Accumulation Value for any Policy surrendered
in full during the first ten years.

In addition, the illustrations reflect the fact that Lincoln
Life deducts a monthly administrative charge at the
beginning of each Policy Month. This monthly administrative
expense charge is $15 per month in the first year. Current
values reflect a current monthly administrative expense
charge of $5 in renewal years, and guaranteed values reflect
the $10 maximum monthly administrative charge under the
Policy in renewal years.

Upon request, Lincoln Life will furnish a comparable
illustration based on the proposed insured's age, gender
classification, smoking classification, risk classification
and premium payment requested.

42
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY
MALE NONSMOKER ISSUE AGE 45
PREFERRED -- $6,576 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1

GUARANTEED BASIS

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
END OF AT DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
POLICY 5% INTEREST ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
YEAR PER YEAR GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
- ------ ----------- -------- -------- --------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1 6,905 500,000 500,000 500,000 3,738 4,033 4,328 0 0 0
2 14,155 500,000 500,000 500,000 7,310 8,132 8,992 1,305 2,127 2,987
3 21,767 500,000 500,000 500,000 10,644 12,228 13,953 4,639 6,223 7,948
4 29,761 500,000 500,000 500,000 13,739 16,313 19,235 7,734 10,308 13,230
5 38,153 500,000 500,000 500,000 16,574 20,366 24,855 10,569 14,361 18,850

6 46,966 500,000 500,000 500,000 19,140 24,375 30,839 14,336 19,571 26,035
7 56,219 500,000 500,000 500,000 21,402 28,299 37,189 17,799 24,696 33,586
8 65,935 500,000 500,000 500,000 23,331 32,104 43,921 20,929 29,702 41,519
9 76,136 500,000 500,000 500,000 24,891 35,748 51,042 23,690 34,547 49,841
10 86,848 500,000 500,000 500,000 26,040 39,179 58,561 26,040 39,179 58,561

15 148,996 500,000 500,000 500,000 24,723 51,856 103,375 24,723 51,856 103,375
20 228,314 500,000 500,000 500,000 7,187 51,193 164,581 7,187 51,193 164,581
25 329,546 0 500,000 500,000 0 20,460 252,182 0 20,460 252,182
30 458,747 0 0 500,000 0 0 396,203 0 0 396,203
</TABLE>

All Amounts are in Dollars

If Premiums are paid more frequently than
annually, the Death Benefits, Accumulation
Values and Surrender Values would be less than
those illustrated.

Assumes no policy loans or partial surrenders
have been made. Guaranteed cost of insurance
rates, mortality and expense risk charges,
administrative fees and premium load assumed.

These investment results are illustrative only
and should not be considered a representation
of past or future investment results. Actual
investment results may be more or less than
those shown and will depend on a number of
factors, including the Policy Owner's
allocations and the Funds' rates of return.
Accumulation Values and Surrender Values for a
Policy would be different from those shown if
the actual investment rates of return averaged
0%, 6% and 12% over a period of years, but
fluctuated above or below those averages for
individual Policy Years. No representations
can be made that these rates of return will in
fact be achieved for any one year or sustained
over a period of time.

The amounts shown in these illustrations
reflect (1) the deduction of guaranteed
mortality and expense risk charges and (2)
assumed Fund total expenses of 0.81% per year.
See "Expense Data" at pages 20-21 of this
Prospectus.

43
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY
MALE NONSMOKER ISSUE AGE 45
PREFERRED -- $6,576 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1

CURRENT BASIS

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 6,905 500,000 500,000 500,000 4,552 4,872 5,194 0 0 319
2 14,155 500,000 500,000 500,000 9,066 9,994 10,963 3,071 3,999 4,968
3 21,767 500,000 500,000 500,000 13,401 15,233 17,220 7,406 9,238 11,225
4 29,761 500,000 500,000 500,000 17,586 20,619 24,045 11,591 14,624 18,050
5 38,153 500,000 500,000 500,000 21,649 26,188 31,526 15,654 20,193 25,531

6 46,966 500,000 500,000 500,000 25,614 31,973 39,760 20,818 27,177 34,964
7 56,219 500,000 500,000 500,000 29,461 37,962 48,805 25,864 34,365 45,208
8 65,935 500,000 500,000 500,000 33,077 44,050 58,636 30,679 41,652 56,238
9 76,136 500,000 500,000 500,000 36,629 50,408 69,504 35,430 49,209 68,305
10 86,848 500,000 500,000 500,000 40,048 56,982 81,457 40,048 56,982 81,457

15 148,996 500,000 500,000 500,000 53,039 91,522 160,787 53,039 91,522 160,787
20 228,314 500,000 500,000 500,000 58,092 128,750 290,338 58,092 128,750 290,338
25 329,546 500,000 500,000 593,529 55,505 170,828 511,663 55,505 170,828 511,663
30 458,747 500,000 500,000 940,891 37,943 215,658 879,338 37,943 215,658 879,338
</TABLE>

All Amounts are in Dollars

If Premiums are paid more frequently than
annually, the Death Benefits, Accumulation
Values and Surrender Values would be less than
those illustrated.

Assumes no policy loans or partial surrenders
have been made. Current cost of insurance
rates assumed. Current mortality and expense
risk charges, administrative fees and premium
load assumed.

The amounts shown in these illustrations
reflect (1) the deduction of current mortality
and expense risk charges and (2) assumed Fund
total expenses of 0.81% per year. See "Expense
Data" at pages 20-21 of this Prospectus.

44
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY
MALE NONSMOKER ISSUE AGE 55
PREFERRED -- $10,465 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1

GUARANTEED BASIS

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
END OF AT DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
POLICY 5% INTEREST ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
YEAR PER YEAR GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
- ------ ----------- -------- -------- ------------ -------- -------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1 10,988 500,000 500,000 500,000 4,498 4,921 5,346 0 0 0
2 22,526 500,000 500,000 500,000 8,545 9,671 10,854 575 1,701 2,884
3 34,640 500,000 500,000 500,000 12,073 14,169 16,469 4,103 6,199 8,499
4 47,361 500,000 500,000 500,000 15,058 18,377 22,180 7,088 10,407 14,210
5 60,717 500,000 500,000 500,000 17,470 22,249 27,972 9,500 14,279 20,002

6 74,741 500,000 500,000 500,000 19,255 25,710 33,806 12,879 19,334 27,430
7 89,466 500,000 500,000 500,000 20,347 28,674 39,628 15,565 23,892 34,846
8 104,928 500,000 500,000 500,000 20,658 31,029 45,365 17,470 27,841 42,177
9 121,163 500,000 500,000 500,000 20,083 32,638 50,922 18,489 31,044 49,328
10 138,209 500,000 500,000 500,000 18,517 33,360 56,198 18,517 33,360 56,198

15 237,111 0 500,000 500,000 0 18,049 74,561 0 18,049 74,561
20 363,337 0 0 500,000 0 0 58,040 0 0 58,040
25 524,437 0 0 0 0 0 0 0 0 0
30 730,047 0 0 0 0 0 0 0 0 0
</TABLE>

All Amounts are in Dollars

If Premiums are paid more frequently than
annually, the Death Benefits, Accumulation
Values and Surrender Values would be less than
those illustrated.

Assumes no policy loans or partial surrenders
have been made. Guaranteed cost of insurance
rates, mortality and expense risk charges,
administrative fees and premium load assumed.

45
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY
MALE NONSMOKER ISSUE AGE 55
PREFERRED -- $10,465 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1

CURRENT BASIS

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
END OF AT DEATH BENEFIT TOTAL ACCUMULATION VALUE SURRENDER VALUE
POLICY 5% INTEREST ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
YEAR PER YEAR GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12%
- ------ ----------- -------- -------- ------------ -------- -------- ------------ -------- -------- ------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,988 500,000 500,000 500,000 7,074 7,579 8,086 1,089 1,594 2,101
2 22,526 500,000 500,000 500,000 13,859 15,312 16,828 5,899 7,352 8,868
3 34,640 500,000 500,000 500,000 20,267 23,112 26,204 12,307 15,152 18,244
4 47,361 500,000 500,000 500,000 26,395 31,081 36,383 18,435 23,121 28,423
5 60,717 500,000 500,000 500,000 32,199 39,182 47,414 24,239 31,222 39,454

6 74,741 500,000 500,000 500,000 37,818 47,561 59,535 31,450 41,193 53,167
7 89,466 500,000 500,000 500,000 43,277 56,261 72,897 38,501 51,485 68,121
8 104,928 500,000 500,000 500,000 48,560 65,281 87,626 45,376 62,097 84,442
9 121,163 500,000 500,000 500,000 53,507 74,482 103,729 51,915 72,890 102,137
10 138,209 500,000 500,000 500,000 58,045 83,805 121,306 58,045 83,805 121,306

15 237,111 500,000 500,000 500,000 74,257 132,949 240,186 74,257 132,949 240,186
20 363,337 500,000 500,000 500,000 74,612 184,600 443,222 74,612 184,600 443,222
25 524,437 500,000 500,000 833,353 42,983 231,880 793,669 42,983 231,880 793,669
30 730,047 0 500,000 1,431,189 0 275,754 1,363,037 0 275,754 1,363,037
</TABLE>

All Amounts are in Dollars

If Premiums are paid more frequently than
annually, the Death Benefits, Accumulation
Values and Surrender Values would be less than
those illustrated.

Assumes no policy loans or partial surrenders
have been made. Current cost of insurance
rates assumed. Current mortality and expense
risk charges, administrative fees and premium
load assumed.

46
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY
FEMALE NONSMOKER ISSUE AGE 45
PREFERRED -- $5,242 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1

GUARANTEED BASIS

1 5,504 500,000 500,000 500,000 2,973 3,207 3,443 0 0 0
2 11,283 500,000 500,000 500,000 5,849 6,504 7,189 484 1,139 1,824
3 17,352 500,000 500,000 500,000 8,565 9,828 11,205 3,200 4,463 5,840
4 23,723 500,000 500,000 500,000 11,111 13,169 15,505 5,746 7,804 10,140
5 30,414 500,000 500,000 500,000 13,480 16,519 20,113 8,115 11,154 14,748

6 37,438 500,000 500,000 500,000 15,663 19,867 25,049 11,371 15,575 20,757
7 44,814 500,000 500,000 500,000 17,652 23,203 30,342 14,433 19,984 27,123
8 52,559 500,000 500,000 500,000 19,433 26,511 36,015 17,287 24,365 33,869
9 60,691 500,000 500,000 500,000 20,981 29,764 42,085 19,908 28,691 41,012
10 69,230 500,000 500,000 500,000 22,295 32,956 48,596 22,295 32,956 48,596

15 118,771 500,000 500,000 500,000 25,406 47,936 89,838 25,406 47,936 89,838
20 181,998 500,000 500,000 500,000 21,092 59,353 152,018 21,092 59,353 152,018
25 262,695 500,000 500,000 500,000 1,896 58,623 246,411 1,896 58,623 246,411
30 365,686 0 500,000 500,000 0 31,847 402,095 0 31,847 402,095
</TABLE>

All Amounts are in Dollars

If Premiums are paid more frequently than
annually, the Death Benefits, Accumulation
Values and Surrender Values would be less than
those illustrated.

Assumes no policy loans or partial surrenders
have been made. Guaranteed cost of insurance
rates, mortality and expense risk charges,
administrative fees and premium load assumed.

47
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY
FEMALE NONSMOKER ISSUE AGE 45
PREFERRED -- $5,242 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1

CURRENT BASIS

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 5,504 500,000 500,000 500,000 3,644 3,900 4,157 0 0 0
2 11,283 500,000 500,000 500,000 7,309 8,052 8,828 1,954 2,697 3,473
3 17,352 500,000 500,000 500,000 10,875 12,345 13,941 5,520 6,990 8,586
4 23,723 500,000 500,000 500,000 14,344 16,787 19,543 8,989 11,432 14,188
5 30,414 500,000 500,000 500,000 17,719 21,384 25,689 12,364 16,029 20,334

6 37,438 500,000 500,000 500,000 20,954 26,098 32,387 16,670 21,814 28,103
7 44,814 500,000 500,000 500,000 24,052 30,934 39,700 20,839 27,721 36,487
8 52,559 500,000 500,000 500,000 27,017 35,902 47,694 24,875 33,760 45,552
9 60,691 500,000 500,000 500,000 29,897 41,056 56,494 28,826 39,985 55,423
10 69,230 500,000 500,000 500,000 32,694 46,405 66,187 32,694 46,405 66,187

15 118,771 500,000 500,000 500,000 44,453 75,606 131,416 44,453 75,606 131,416
20 181,998 500,000 500,000 500,000 51,112 108,332 237,644 51,112 108,332 237,644
25 262,695 500,000 500,000 500,000 53,505 146,744 416,737 53,505 146,744 416,737
30 365,686 500,000 500,000 768,801 49,197 191,337 718,505 49,197 191,337 718,505
</TABLE>

All Amounts are in Dollars

If Premiums are paid more frequently than
annually, the Death Benefits, Accumulation
Values and Surrender Values would be less than
those illustrated.

Assumes no policy loans or partial surrenders
have been made. Current cost of insurance
rates assumed. Current mortality and expense
risk charges, administrative fees and premium
load assumed.

48
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY
FEMALE NONSMOKER ISSUE AGE 55
PREFERRED -- $8,225 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1

GUARANTEED BASIS

1 8,636 500,000 500,000 500,000 4,043 4,391 4,741 0 0 0
2 17,704 500,000 500,000 500,000 7,871 8,822 9,819 1,071 2,022 3,019
3 27,226 500,000 500,000 500,000 11,442 13,248 15,222 4,642 6,448 8,422
4 37,223 500,000 500,000 500,000 14,769 17,683 21,002 7,969 10,883 14,202
5 47,721 500,000 500,000 500,000 17,845 22,117 27,192 11,045 15,317 20,392

6 58,743 500,000 500,000 500,000 20,644 26,524 33,813 15,204 21,084 28,373
7 70,316 500,000 500,000 500,000 23,111 30,847 40,859 19,031 26,767 36,779
8 82,468 500,000 500,000 500,000 25,173 35,004 48,307 22,453 32,284 45,587
9 95,228 500,000 500,000 500,000 26,726 38,887 56,107 25,366 37,527 54,747
10 108,626 500,000 500,000 500,000 27,698 42,409 64,238 27,698 42,409 64,238

15 186,358 500,000 500,000 500,000 22,739 52,879 111,049 22,739 52,879 111,049
20 285,566 0 500,000 500,000 0 41,350 170,743 0 41,350 170,743
25 412,183 0 0 500,000 0 0 240,313 0 0 240,313
30 573,782 0 0 500,000 0 0 329,642 0 0 329,642
</TABLE>

All Amounts are in Dollars

If Premiums are paid more frequently than
annually, the Death Benefits, Accumulation
Values and Surrender Values would be less than
those illustrated.

Assumes no policy loans or partial surrenders
have been made. Guaranteed cost of insurance
rates, mortality and expense risk charges,
administrative fees and premium load assumed.

49
<PAGE>
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
POLICY
FEMALE NONSMOKER ISSUE AGE 55
PREFERRED -- $8,225 ANNUAL PREMIUM
FACE AMOUNT $500,000
DEATH BENEFIT OPTION 1

CURRENT BASIS

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 8,636 500,000 500,000 500,000 5,722 6,124 6,527 377 779 1,182
2 17,704 500,000 500,000 500,000 11,289 12,452 13,665 4,499 5,662 6,875
3 27,226 500,000 500,000 500,000 16,609 18,896 21,380 9,819 12,106 14,590
4 37,223 500,000 500,000 500,000 21,744 25,525 29,798 14,954 18,735 23,008
5 47,721 500,000 500,000 500,000 26,667 32,318 38,968 19,877 25,528 32,178

6 58,743 500,000 500,000 500,000 31,466 39,371 49,063 26,034 33,939 43,631
7 70,316 500,000 500,000 500,000 36,149 46,706 60,192 32,075 42,632 56,118
8 82,468 500,000 500,000 500,000 40,715 54,333 72,465 37,999 51,617 69,749
9 95,228 500,000 500,000 500,000 45,047 62,152 85,898 43,689 60,794 84,540
10 108,626 500,000 500,000 500,000 49,114 70,140 100,590 49,114 70,140 100,590

15 186,358 500,000 500,000 500,000 65,660 113,594 200,125 65,660 113,594 200,125
20 285,566 500,000 500,000 500,000 74,428 163,528 367,408 74,428 163,528 367,408
25 412,183 500,000 500,000 687,703 65,446 215,276 654,266 65,446 215,276 654,266
30 573,782 500,000 500,000 1,183,686 21,617 264,446 1,125,692 21,617 264,446 1,125,692
</TABLE>

All Amounts are in Dollars

If Premiums are paid more frequently than
annually, the Death Benefits, Accumulation
Values and Surrender Values would be less than
those illustrated.

Assumes no policy loans or partial surrenders
have been made. Current cost of insurance
rates assumed. Current mortality and expense
risk charges, administrative fees and premium
load assumed.

50
<PAGE>
APPENDIX 7

DEFINITIONS

ACCUMULATION VALUE: The sum of the Fixed Account Value,
Variable Account Value and the Loan Account Value.

ACCUMULATION UNIT: A unit of measure used to calculate the
value of a Variable Account Sub-Account.

ADDITIONAL PREMIUMS: Any premium paid in addition to Planned
Premiums.

ADMINISTRATIVE OFFICE: The administrative office of The
Lincoln National Life Insurance Company, whose mailing
address is 350 Church Street, Hartford, CT 06103-1106.

CODE: The Internal Revenue Code of 1986, as amended.

CORRIDOR DEATH BENEFIT: The Death Benefit calculated as a
percentage of the Accumulation Value rather than by
reference to the Specified Amount to satisfy the Internal
Revenue Service definition of "life insurance."

COST OF INSURANCE: The portion of the Monthly Deduction
designed to compensate Lincoln Life for the anticipated cost
of paying Death Benefits in excess of the Accumulation
Value, not including riders, supplemental benefits or
monthly expense charges.

DEATH BENEFIT: The amount payable to the beneficiary upon
the death of the Insured in accordance with the Death
Benefit Option elected, before deduction of the amount
necessary to repay any loans in full, and overdue
deductions.

DEATH BENEFIT OPTION: Either of two methods for determining
the Death Benefit.

FIXED ACCOUNT: The account under which principal is
guaranteed and interest is credited at a rate of not less
than 4% per year. Fixed Account assets are general assets of
Lincoln Life held in Lincoln Life's General Account.

FIXED ACCOUNT VALUE: The portion of the Accumulation Value,
other than the Loan Account Value, held in Lincoln Life
General Account.

FUND(S): One or more of the funds listed on the inside front
cover of this prospectus. Each of them is an open-end
management investment company (mutual fund) whose shares are
available to fund the benefits provided by the Policy.

GENERAL ACCOUNT: Lincoln Life's general asset account, in
which assets attributable to the non-variable portion of
Policies are held.

GRACE PERIOD: The 61-day period following a Monthly
Anniversary Day on which the Policy's Surrender Value is
insufficient to cover the current Monthly Deduction. Lincoln
Life will send notice at least 31 days before the end of the
Grace Period that the Policy will lapse without value unless
a sufficient payment (described in the notification letter)
is received by Lincoln Life.

GUARANTEED INITIAL DEATH BENEFIT PREMIUM: The Premium
Payment(s) which must be made to guarantee the Initial
Specified Amount for the first five Policy Years after
issue, regardless of investment performance, assuming there
will be no loans or partial surrenders.

GUIDELINE ANNUAL PREMIUM: The level amount required to
mature the Policy under guaranteed mortality and expense
charges and an annual interest rate of 5%.

HOME OFFICE: The Headquarters of Lincoln National Life
Insurance Company, located at 1300 South Clinton Street,
Fort Wayne, Indiana 46802.

INITIAL SPECIFIED AMOUNT: The amount (at least $100,000),
originally chosen by the Policy Owner, initially equal to
the Death Benefit. The Initial Specified Amount may be
increased or decreased as described in this Prospectus.

INSURED: The person on whose life the Policy is issued.

ISSUE AGE: The age of the Insured, to the nearest birthday,
on the Issue Date.

51
<PAGE>
ISSUE DATE: The date on which the Policy becomes effective,
as shown in the Policy Specifications.

LINCOLN LIFE: The Lincoln National Life Insurance Company.

LOAN ACCOUNT: The account in which policy indebtedness
(outstanding loans and interest) accrues once it is
transferred out of the Fixed Account and Variable Account
Sub-Accounts. The Loan Account is part of Lincoln Life's
General Account.

LOAN ACCOUNT VALUE: An amount equal to the sum of all unpaid
Policy loans and loan interest.

MONTHLY ANNIVERSARY DAY: The day of the month as shown in
the Policy Specifications, or the next Valuation Day if that
day is not a Valuation Day or is nonexistent for that month,
when Lincoln Life makes the Monthly Deduction.

MONTHLY DEDUCTION: The monthly deduction made from the Net
Accumulation Value; this deduction includes the cost of
insurance, an administrative expense charge, and charges for
supplemental riders or benefits, if applicable.

NET ACCUMULATION VALUE: The Accumulation Value less the Loan
Account Value.

NET AMOUNT AT RISK: The Death Benefit before subtraction of
outstanding loans, if any, minus the Accumulation Value.

NET PREMIUM PAYMENT: The portion of a Premium Payment, after
deduction of 5.0% for the premium load, available for
allocation to the Fixed Account and the Variable Account
Sub-Accounts.

OWNER. The Owner on the Date of Issue will be the person
designated in the Policy Specifications as having all
ownership rights under the Policy. If no person is
designated as Owner, the Insured will be the Owner.

PLANNED PREMIUMS: The amount of premium the Policy Owner
chooses to pay Lincoln Life on a scheduled basis. This is
the amount for which Lincoln Life sends a premium reminder
notice.

POLICY: The life insurance contract described in this
Prospectus, i.e., an individual Policy under which flexible
premium payments are permitted and the death benefit and
contract values may vary with the investment performance of
the funding option(s) selected.

POLICY YEAR: Each twelve-month period, beginning on the
Issue Date, during which the Policy is in effect.

PREMIUM PAYMENT: A premium payment made under the Policy.

RIGHT-TO-EXAMINE PERIOD: The period of time following the
issuance of the Policy during which the Owner may return the
Policy and receive a refund of premiums paid, the latest of
(a) 10 days after the Policy is received, unless otherwise
stipulated by state law requirements, (b) 10 days after
Lincoln Life mails or personally delivers a Notice of
Withdrawal Right to the Owner, or (c) 45 days after the
application for the Policy is signed.

SETTLEMENT OPTION(S): Several ways in which the Beneficiary
may receive a Death Benefit, or in which the Owner may
choose to receive payments upon surrender of the Policy.

SUB-ACCOUNT: That portion of the Variable Account which is
invested in shares of a specific Fund.

SURRENDER CHARGE: The amount retained by Lincoln Life upon
the full surrender of the Policy.

SURRENDER VALUE: The amount a Policy Owner can receive in
cash by surrendering the Policy. This equals the Net
Accumulation Value minus the applicable Surrender Charge.
All of the Surrender Value may be applied to one or more of
the Settlement Options.

VALUATION DAY: Every day on which Accumulation Units are
valued; any day on which the New York Stock Exchange is
open, except any day on which trading on the

52
<PAGE>
Exchange is restricted, or on which an emergency exists, as
determined by the Securities and Exchange Commission, so
that valuation or disposal of securities is not practicable.

VALUATION PERIOD: The period of time beginning on the day
following a Valuation Day and ending on the next Valuation
Day. A Valuation Period may be more than one day in length.

VARIABLE ACCOUNT: Lincoln Life Flexible Premium Variable
Account M. Consists of all Sub-Accounts invested in shares
of the Funds. Variable Account assets are kept separate from
the general assets of Lincoln Life and are not chargeable
with the general liabilities of Lincoln Life.

VARIABLE ACCOUNT VALUE: The portion of the Accumulation
Value attributable to the Variable Account.

53
<PAGE>
The Lincoln National Life Insurance Company

SEPARATE ACCOUNT AND
COMPANY FINANCIALS TO
BE FILED BY AMENDMENT

S-1
<PAGE>
PROSPECTUS 2
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M -- PROSPECTUS DATED XXXXX

<TABLE>
<S> <C>
HOME OFFICE LOCATION: ADMINISTRATOR MAILING ADDRESS:
1300 SOUTH CLINTON STREET VARIABLE LIFE SERVICES CENTER
P.O. BOX 1110 MVLI
FORT WAYNE, INDIANA 46802 350 CHURCH STREET
(800) 942-5500 HARTFORD, CT 06103-1106
(800) 552-9898
</TABLE>

The Policy features:

- flexible premium payments (see page 9);
- a choice of one of two death benefit options (see page 24)
- a choice of underlying investment options (see page 14).

You may borrow within described limits against the Policy. You may surrender
the Policy in full or withdraw part of its value. A Surrender Charge may be
applied if the Policy is surrendered totally.

You may also use Lincoln Life's Fixed Account to fund your Policy. Net
Premium payments put into the Fixed Account:

- become part of Lincoln Life's General Account;
- do not share the investment experience of the Separate
Account; and
- have a guaranteed minimum interest rate of 4% per year.

Interest beyond 4% is credited at Lincoln Life's discretion. For additional
information on the Fixed Account, see page 6 and the Policy itself.

THIS POLICY MAY NOT BE AVAILABLE IN ALL STATES, AND THIS PROSPECTUS ONLY OFFERS
THE POLICY FOR SALE IN JURISDICTIONS WHERE SUCH OFFER AND SALE ARE LAWFUL.
<PAGE>
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Growth Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund

BARON CAPITAL FUNDS TRUST
Baron Capital Asset Fund

BT INSURANCE FUNDS TRUST
BT EAFE-Registered Trademark- Equity Index Fund
BT Equity 500 Index Fund
BT Small Cap Index Fund

DELAWARE GROUP PREMIUM FUND, INC.
Delchester Series
Devon Series
Emerging Markets Series
REIT Series
Small Cap Value Series
Trend Series

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Contrafund Portfolio -- Service Class
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
Growth Opportunities Portfolio -- Service Class

JANUS ASPEN SERIES
Balanced Portfolio
Worldwide Growth Portfolio

LINCOLN NATIONAL
LN Bond Fund, Inc.
LN Capital Appreciation Fund, Inc.
LN Equity-Income Fund, Inc.
LN Global Asset Allocation Fund, Inc.
LN Money Market Fund, Inc.
LN Social Awareness Fund, Inc.

MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST
MFS Emerging Growth Series
MFS Total Return Series
MFS Utilities Series

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
AMT Mid-Cap Growth Portfolio
AMT Partners Portfolio

TEMPLETON VARIABLE PRODUCTS SERIES FUND
International Fund -- Class 2
Stock Fund -- Class 2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CONTENTS PAGE
- ----------------------------------------------- ---------
<S> <C>
HIGHLIGHTS..................................... 3
Initial Choices To Be Made................... 3
Level or Varying Death Benefit............... 3
Amount of Premium Payments................... 4
Selection of Funding Vehicles................ 4
Charges and Fees............................. 4
Changes in Specified Amount.................. 5
LINCOLN LIFE, THE SEPARATE ACCOUNT AND THE
GENERAL ACCOUNT............................... 5
BUYING VARIABLE LIFE INSURANCE................. 6
Replacements................................. 7
APPLICATION.................................... 8
OWNERSHIP...................................... 8
BENEFICIARY.................................... 8
THE POLICY..................................... 9
Policy Specifications........................ 9
PREMIUM FEATURES............................... 9
Additional Premiums; Planned Premiums........ 9
Limits on Right to Make Payments of
Additional and Planned Premiums........... 10
Premium Load; Net Premium Payment.......... 10
RIGHT-TO-EXAMINE PERIOD........................ 10
TRANSFERS AND ALLOCATION AMONG ACCOUNTS........ 10
Allocation of Net Premium Payments........... 10
Transfers.................................... 10
Optional Sub-Account Allocation Programs..... 11
Dollar Cost Averaging...................... 11
Automatic Rebalancing...................... 12
POLICY VALUES.................................. 12
Accumulation Value........................... 12
Variable Account Value....................... 13
Variable Accumulation Unit Value........... 13
Variable Accumulation Units................ 13
Fixed Account and Loan Account Value......... 13
Net Accumulation Value....................... 13
FUNDS.......................................... 14
Substitution of Securities................... 18
Voting Rights................................ 18
Fund Participation Agreements................ 19
CHARGES AND FEES............................... 19
Deductions Made Monthly...................... 19
Monthly Deduction.......................... 19
Cost of Insurance Charge................... 19
Mortality and Expense Risk Charge............ 20
Fund Expenses................................ 21
Surrender Charges............................ 23
Reduction of Charges -- Purchases on a Case
Basis....................................... 24
Transaction Fee for Excess Transfers......... 24
DEATH BENEFITS................................. 24
Death Benefit Options........................ 24
Changes in Death Benefit Options and
Specified Amount............................ 25

<CAPTION>
CONTENTS PAGE
- ----------------------------------------------- ---------
<S> <C>
Federal Income Tax Definition of Life
Insurance................................... 26
NOTICE OF DEATH OF INSUREDS.................... 26
PAYMENT OF DEATH BENEFIT PROCEEDS.............. 26
POLICY LIQUIDITY............................... 27
Policy Loans................................. 27
Partial Surrender............................ 28
Surrender of the Policy...................... 28
Surrender Value............................ 28
Deferral of Payment and Transfers............ 28
ASSIGNMENT; CHANGE OF OWNERSHIP................ 29
LAPSE AND REINSTATEMENT........................ 29
Lapse of a Policy............................ 29
No Lapse Provision......................... 29
Reinstatement of a Lapsed Policy............. 30
COMMUNICATIONS WITH LINCOLN LIFE............... 30
Proper Written Form.......................... 30
Telephone Transaction Privileges............. 30
OTHER POLICY PROVISIONS........................ 31
Issuance..................................... 31
Date of Coverage............................. 31
Right to Exchange the Policy................. 31
Incontestability............................. 31
Misstatement of Age or Gender................ 31
Suicide...................................... 32
Nonparticipating Policies.................... 32
Riders....................................... 32
TAX ISSUES..................................... 32
Tax Treatment of Death Benefit............... 32
Federal Income Tax Considerations............ 32
Taxation of Lincoln Life..................... 33
Other Considerations......................... 34
FAIR VALUE OF THE POLICY....................... 34
DISTRIBUTION OF POLICIES....................... 34
CHANGES OF INVESTMENT POLICY................... 34
OTHER CONTRACTS ISSUED BY LINCOLN LIFE......... 35
STATE REGULATION............................... 35
REPORTS TO OWNERS.............................. 35
ADVERTISING.................................... 35
LEGAL PROCEEDINGS.............................. 36
EXPERTS........................................ 36
REGISTRATION STATEMENT......................... 36
APPENDIX 1: PREPARING FOR YEAR 2000............ 37
APPENDIX 2: DIRECTORS AND OFFICERS OF LINCOLN
LIFE.......................................... 38
APPENDIX 3: MAXIMUM COST OF INSURANCE RATES.... 40
APPENDIX 4: ILLUSTRATION OF SURRENDER
CHARGES....................................... 41
APPENDIX 5: CORRIDOR PERCENTAGES............... 43
APPENDIX 6: ILLUSTRATION OF ACCUMULATION
VALUES, SURRENDER VALUES AND DEATH BENEFITS... 44
APPENDIX 7: DEFINITIONS........................ 53
FINANCIAL STATEMENTS........................... S-1
</TABLE>

2
<PAGE>
HIGHLIGHTS

1) fixed basis;
2) variable basis; or a
3) combination of both fixed and variable bases.

INITIAL CHOICES TO BE MADE

The Policy Owner (the "Owner" or "you") is the person named
in the "Policy Specifications" who has all of the Policy
ownership rights. If no Owner is named, the Insured (the
person whose life is insured under the Policy) will be the
Owner of the Policy. You, as the Owner, have three important
choices to make when the Policy is first purchased. You need
to choose:

1) one of the two Death Benefit Options (described on page
24);
2) the amount of premium you want to pay; and
3) the amount of your Net Premium Payment to be placed in
each of the funding options you select. The Net Premium
Payment is the balance of your Premium Payment that
remains after certain charges are deducted from it.

LEVEL OR VARYING DEATH BENEFIT

When you purchase your Policy, you must choose one of two
Death Benefit Options:

1) a level death benefit; or
2) a varying death benefit.

If you choose the level Death Benefit Option, the Death
Benefit will be the greater of:

1) the Specified Amount, which is the amount of the death
benefit in effect for the Policy when the Insured died (The
Specified Amount may be found on the Policy's Specification
Page); or
2) the Corridor Death Benefit, which is the death benefit
calculated as a percentage of the Accumulation Value.

If you choose the varying Death Benefit Option, the Death
Benefit will be the greater of:

1) the Specified Amount plus the Net Accumulation Value when
the Insured died. The Net Accumulation Value is the total of
the balances in the Fixed Account and the Variable Account
minus any outstanding Loan Account amounts; or
2) the Corridor Death Benefit.

See page 25.

3
<PAGE>
This policy contains a No Lapse Provision. This means that
the Policy will not lapse regardless of the gains or losses
of the Funds you select as long as you pay the specified No
Lapse Premium. Therefore, the Initial Death Benefit under
your Policy will be guaranteed to maturity even though your
Net Accumulation Value is insufficient to pay your current
Monthly Deductions. Loans or Partial Surrenders may
jeopardize the No Lapse Provision.

If you have borrowed against your Policy or surrendered a
portion of your Policy, your Initial Death Benefit will be
reduced by the Loan Account balance and any surrendered
amount.

AMOUNT OF PREMIUM PAYMENT

When you apply for your Policy, you must decide how much
premium to pay. Premium payments may be changed within the
limits described on page 10.

If your Policy lapses because your Monthly Premium Deduction
is larger than the Net Accumulation Value, you may reinstate
your Policy. The Policy will not lapse if, on each Monthly
Anniversary, the Owner has met the No Lapse Premium
Requirement. See pages 29-30.

When you first receive your Policy you will have 10 days to
look it over, unless state law requires a greater time. This
is called the "Right-to-Examine" time period. Use this time
to review your Policy and make sure it meets your needs.
During this time period, your Initial Premium Payment will
be deposited in the Money Market Account. If you then decide
you do not want your Policy, all Premium Payments will be
returned to you with no interest paid. See page 10.

SELECTION OF FUNDING VEHICLES

CHARGES AND FEES

A premium charge of 5% will be made against all of your
Premium Payments. Monthly deductions are made for
administrative expenses (currently, $15 per month for the
first Policy Year and $5 per month afterwards, guaranteed
not to exceed $10 after the first Policy Year) along with
the Cost of Insurance and any riders that are placed on your
Policy. Daily deductions are subtracted from the Variable
Account for mortality and expense risk. This charge is at an
annual rate of 0.75% for Policy Years 1-10, 0.35% for Policy
Years 11-20 and 0.20% for Policy Years 21 and beyond.

Each Fund has its own management fee charge, also deducted
daily. Investment results for the Funds you choose will be
affected by each Fund's expense levels. The table on page 21
shows you the expenses currently in effect for each Fund.

Each Policy Year you may make 12 transfers between funding
options without charge. Beyond 12, a $25 fee may apply.

You will be charged $25, but not more than 2% of the amount
withdrawn, each time you request a partial surrender of your
Policy. If you totally surrender your Policy, a

4
<PAGE>
surrender charge may be deducted in computing what will be
paid you. The length of the surrender charge period varies
based on the age at the date of issue or of increase in
Specified Amount, but it will never be more than 15 years.
See page 23.

If you make a loan against your Policy, interest will be
charged to the Loan Account Value. The annual interest rate
is 8%. Lincoln Life will credit interest on the Loan Account
Value. For the first ten Policy Years, interest will be
credited at an annual rate equal to the interest rate
charged minus 1%. For Policy Years eleven and beyond, the
interest credited will be the annual interest rate charged.
See page 27.

Charges and fees may be reduced in some circumstances where
Policies are purchased by corporations and other groups or
sponsoring organizations on a case basis. See page 24.

CHANGES IN SPECIFIED AMOUNT

LINCOLN LIFE, THE SEPARATE ACCOUNT AND
THE GENERAL ACCOUNT

5
<PAGE>
The Funds now available in Account M and their investment
objectives are on pages 14-18. More Fund information is in
the Funds' prospectuses, which must accompany or precede
this prospectus and should be read carefully. The Funds may
or may not achieve their investment objectives.

Lincoln Life reserves the right to add, withdraw or
substitute Funds, subject to the conditions of the Policy
and to compliance with regulatory requirements, if in its
sole discretion legal, regulatory, marketing, tax or
investment considerations so warrant or in the event a
particular Fund is no longer available to Lincoln Life for
investment by the Sub-Accounts. No substitution will take
place without prior approval of the Commission, to the
extent required by law.

BUYING VARIABLE LIFE INSURANCE

6
<PAGE>
premium, using the Policy primarily as a savings and
investment vehicle for potential tax advantages. A parent or
grandparent may find a policy on the life of a child or
grandchild a useful gifting opportunity over a period of
years and the basis of an investment program for the donee.
A business may be able to use a Policy to fund non-qualified
executive compensation or business continuation plans.

Sufficient premiums must always be paid to keep a policy
inforce, and there is a risk of lapse if premiums are too
low in relation to the insurance amount and if investment
results are less favorable than anticipated. The No Lapse
Provision may help to assure a death benefit even if
investment results are unfavorable.

Flexibility also results from being able to select, monitor
and change investment choices within a Policy. With the wide
variety of fund options available, it is possible to fine
tune an investment mix and change it to meet changing
personal objectives or investment conditions. Policy owners
should be prepared to monitor their investment choices on an
ongoing basis.

While these tax deferral features also apply to variable
annuities, liquidity (the ability of Policy owners to access
Policy values) is normally more easily achieved with
variable life insurance. Unless a policy has become a
"modified endowment contract" (see page 32), an owner can
borrow Policy values tax-free, without surrender charges and
at very low net interest cost. Policy loans can be a source
of retirement income. Variable annuity withdrawals are
generally taxable to the extent of accumulated income, may
be subject to surrender charges, and will result in penalty
tax if made before age 59 1/2.

Depending on the death benefit option chosen, accumulated
Policy values may also be part of the eventual death benefit
payable. If a Policy is heavily funded and investment
performance is very favorable, the death benefit may
increase even further because of tax law requirements that
the death benefit be a certain multiple of Policy value,
depending on the Insured's age (see page 25). The death
benefit is income-tax free and may, with proper estate
planning, be estate-tax free. A tax advisor should be
consulted.

REPLACEMENTS

7
<PAGE>
insurable, or the contestability period may have elapsed
with respect to the existing policy, while the Policy could
be contested. The Owner should consider similar matters
before deciding to replace the Policy or withdraw funds from
the Policy for the purchase of funding a new policy of life
insurance.

APPLICATION

Any person who wants to buy a Policy must first complete an
application on a form provided by Lincoln Life.

A completed application identifies the prospective Insured
and provides sufficient information about the prospective
insured to permit Lincoln Life to begin underwriting the
risks under the Policy. A medical history and examination of
the Insured is required. Lincoln Life may decline to provide
insurance, or it may place the Insured into a special
underwriting category (these include preferred, non-smoker
standard, smoker standard, non-smoker substandard and smoker
substandard). The amount of the Cost of Insurance deducted
monthly from the Policy value after issue varies among the
underwriting categories as well as by Age and, in most
states, gender of the Insured.

The applicant will initially select the Beneficiary or
Beneficiaries who are to receive Death Benefit Proceeds, the
initial face amount (the "INITIAL SPECIFIED AMOUNT") of the
Death Benefit and which of two methods of computing the
Death Benefit is to be used. (See DEATH BENEFITS, DEATH
BENEFIT OPTIONS). The applicant will also indicate both the
frequency and amount of Premium Payments, see PREMIUM
FEATURES, and how Policy values are initially to be
allocated among the available funding options following the
expiration of the Right-to-Examine Period. (See
RIGHT-TO-EXAMINE PERIOD).

OWNERSHIP

The Owner is the person or persons named as "OWNER" in the
application, and on the Date of Issue will usually be
identified as "OWNER" in the Policy Specifications. If no
person is identified as Owner in the Policy Specifications,
then the Insured is the Owner. The person or persons
designated to be Owner of the Policy must have, or hold
legal title for the sole benefit of a person who has, an
"insurable interest" in the life of the Insured under
applicable state law. The Owner may be the Insured, or any
other natural person or non-natural entity.

The Owner is entitled to exercise rights under the Policy so
long as the Insured is living. These rights include the
power to select the Beneficiary and the Death Benefit
Option. The Owner generally also has the right to request
policy loans, make partial surrenders or surrender the
Policy. The Owner may also name a new owner, assign the
Policy or agree not to exercise all of the Owner's rights
under the Policy.

If the Owner predeceases the Insured, the Owner's rights in
the Policy will belong to the Owner's estate, unless
otherwise specified to Lincoln Life.

BENEFICIARY

The person or persons named in the application as
"BENEFICIARY" are the Beneficiaries under the Policy.
Multiple Beneficiaries will be paid in equal shares, unless
otherwise specified to Lincoln Life.

Except when Lincoln Life has acknowledged an assignment of
the Policy or an agreement not to change the Beneficiary,
the Owner may change the Beneficiary at any time while the
Insured is living. Any request for a change in the
Beneficiary must be in a written form satisfactory to
Lincoln Life and submitted to Lincoln Life. Unless the Owner
has reserved the right to change the Beneficiary, such a
request must be signed

8
<PAGE>
by both the Owner and the Beneficiary. When Lincoln Life has
recorded the change of Beneficiary, it will be effective as
of the date of signature or, if there is no such date, the
date recorded. No change of Beneficiary will affect, or
prejudice Lincoln Life as to, any payment made or action
taken by Lincoln Life before it was recorded.

If any Beneficiary dies before the Insured, the
Beneficiary's potential interest shall pass to any surviving
Beneficiaries, unless otherwise specified to Lincoln Life.
If no named Beneficiary survives the Insured, any Death
Benefit Proceeds will be paid to the Owner or the Owner's
executor, administrator or assignee.

THE POLICY

On issuance, a life insurance contract ("POLICY") will be
delivered to the Owner. The Owner should promptly review the
Policy to confirm that it sets forth the features specified
in the application. The ownership and other options set
forth in the Policy are registered, and may be transferred,
solely on Lincoln Life's books and records. Mere possession
of the Policy does not imply ownership rights. If the Owner
loses the Policy, Lincoln Life will issue a replacement on
request. Lincoln Life may impose a Policy replacement fee.

POLICY SPECIFICATIONS

The Policy includes a "POLICY SPECIFICATIONS" page, with
supporting schedules, stating Policy information including
the identity of the Owner, the Date of Issue, the Initial
Specified Amount, the Death Benefit Option selected, the
Insured, the Issue Age, the Beneficiary, the initial Premium
Payment, the Surrender Charges, Expense Charges and Fees,
Guaranteed Maximum Cost of Insurance Rates, and the No Lapse
Premium.

PREMIUM FEATURES

The Owner may select and vary the frequency and the amount
of Premium Payments and the allocation of Net Premium
Payments. After the Initial Premium Payment is made there is
no minimum premium required, unless to maintain the No Lapse
Provision. (See LAPSE AND REINSTATEMENT NO LAPSE PROVISION).
The initial Premium Payment is due on the Effective Date and
must be equal to or exceed the amount necessary to provide
for two Monthly Deductions. If the Insured is still living
upon attaining Age 100, and the Policy has not been
surrendered, there are certain changes under the Policy.
Lincoln Life will no longer accept Premium Payments. Lincoln
Life will make no further monthly deductions. Policy Values
held in the Variable Account will be transferred to the
Fixed Account. Lincoln Life will no longer transfer amounts
to Variable Sub-Accounts. The Policy will remain in force
until surrender or the Insured's Death.

ADDITIONAL PREMIUMS; PLANNED PREMIUMS

Any subsequent Premium Payments ("ADDITIONAL PREMIUMS") must
be sent directly to the Administrative Office. Additional
Premiums will be credited only when actually received by
Lincoln Life. Premium Payments may be billed annually,
semiannually, or quarterly ("PLANNED PREMIUMS").
Pre-authorized automatic Additional Premium Payments can
also be arranged at any time.

Unless specifically otherwise directed, any payment received
will be applied as Premium Payment.

9
<PAGE>
LIMITS ON RIGHT TO MAKE PAYMENTS OF ADDITIONAL AND PLANNED
PREMIUMS

The Owner may increase Planned Premiums, or pay Additional
Premiums, subject to the following limitations and Lincoln
Life's right to limit the amount or frequency of Additional
Premiums.

Lincoln Life may require evidence of insurability if any
payment of Additional Premium (including Planned Premium)
would increase the difference between the Death Benefit and
the Accumulation Value. If Lincoln Life is unwilling to
accept the risk, the increase in premium will be refunded
without interest and without participation of such amounts
in any underlying investment.

Lincoln Life may also decline any Additional Premium
(including Planned Premium) or a portion thereof that would
result in total Premium Payments exceeding the maximum
limitation for life insurance under federal tax laws. The
excess amount would be returned.

PREMIUM LOAD; NET PREMIUM PAYMENT

Lincoln Life deducts 5% from each Premium Payment. This
amount, sometimes referred to as "PREMIUM LOAD," covers
certain Policy-related state tax and federal income tax
liabilities and a portion of the sales expenses incurred by
Lincoln Life. The Premium Payment, net of the premium load,
is called the "NET PREMIUM PAYMENT."

RIGHT-TO-EXAMINE PERIOD

If the Owner mails or delivers the Policy for cancellation
to the Administrative Office on or before 10 days (20 to 30
days in some states) after delivery of the Policy and notice
of surrender rights to the Owner, ("RIGHT-TO-EXAMINE
PERIOD") Lincoln Life will refund to the Owner all Premium
Payments.

Any Premium Payments received by Lincoln Life before the end
of the Right-to-Examine Period will be held in the Money
Market Account, and will be allocated to the Sub-Accounts
designated by the Owner at the end of the Right-to-Examine
Period. If the Policy is returned for cancellation within
the Right-to-Examine Period, any Premium Payments will be
returned within seven days, although refund of a Premium
Payment made by check may be delayed until the check clears.

TRANSFERS AND ALLOCATION AMONG ACCOUNTS

ALLOCATION OF NET PREMIUM PAYMENTS

An Owner may change the allocation of Net Premium Payments
among the Fixed and Variable Sub-Accounts at any time. The
amount allocated to any Sub-Account must be in whole
percentages and result in a Sub-Account Value of at least
$100 or a Fixed Account Value of $2,500. Lincoln Life, at
its sole discretion, may waive minimum balance requirements
on the Sub-Accounts.

TRANSFERS

The Owner may make transfers among the Sub-Accounts, on the
terms set forth below, at any time before the Insured
reaches Age 100. The Owner should carefully consider current
market conditions and each Sub-Account's investment policies
and related risks before allocating money to the
Sub-Accounts.

10
<PAGE>
Transfer of amounts from one Variable Sub-Account to another
or from the Variable Sub-Accounts to the Fixed Account are
possible at any time. Within 30 days after each anniversary
of the Date of Issue, the Owner may transfer up to 20% of
the Fixed Account Value (as of the preceding anniversary of
the Date of Issue) to one or more Variable Sub-Accounts. The
cumulative amount of transfers from the Fixed Account within
any such 30 day period cannot exceed 20% of the Fixed
Account Value on the most recent Policy Anniversary. Up to
12 transfer requests (a request may involve more than a
single transfer) may be made in any Policy Year without
charge, and any value remaining in a Sub-Account after a
transfer must be at least $100. Lincoln Life reserves the
right to impose a minimum transfer amount of $100, and to
impose a charge for each transfer request in excess of 12
requests in any Policy Year. Lincoln Life may further limit
transfers from the Fixed Account at any time.

Transfers must be made in proper written form, unless the
Owner has given written authorization to Lincoln Life to
accept telephone transactions. Authorization to engage in
telephone transactions and permitted telephone transactions
must be made in accordance with the procedures described in
COMMUNICATIONS WITH LINCOLN LIFE, TELEPHONE TRANSACTION
PRIVILEGES. Written transfer requests or adequately
authenticated telephone transfer requests received at the
Administrative Office by the close of the New York Stock
Exchange (usually 4:00 PM ET) on a Valuation Day will be
effective as of that day. Otherwise, requests will be
effective as of the next Valuation Day.

Any transfer among the Variable Sub-Accounts or to the Fixed
Account will result in the crediting and cancellation of
Accumulation Units based on the Accumulation Unit values
next determined after the Administrative Office receives a
request in proper written form or adequately authenticated
telephone transfer requests. Any transfer made which causes
the remaining value of Accumulation Units for a Variable
Sub-Account or the Fixed Account to be less than $100 may
result in those remaining Accumulation Units being canceled
and their aggregate value reallocated proportionately among
the other Variable Sub-Accounts and the Fixed Account to
which Policy values are then allocated.

OPTIONAL SUB-ACCOUNT ALLOCATION PROGRAMS

The Owner may elect to participate in programs providing for
Dollar Cost Averaging or Automatic Rebalancing, currently
without charge, but may participate in only one program at
any time. Lincoln Life reserves the right to impose a
charge.

DOLLAR COST AVERAGING

Dollar Cost Averaging systematically transfers specified
dollar amounts from the Money Market Sub-Account. Transfer
allocations may be made to one or more of the Sub-Accounts
(not the Fixed Account) on a monthly or quarterly basis.
These transfers do not count against the free transfers
available. By making allocations on a regularly scheduled
basis, instead of on a lump sum basis, an Owner may reduce
exposure to market volatility. Dollar Cost Averaging will
not assure a profit or protect against a declining market.

If the Owner elects Dollar Cost Averaging, the value in the
Money Market Sub-Account must be at least $1,000 initially.
The minimum amount that may be allocated is $50 monthly.

An election for Dollar Cost Averaging is effective after the
Administrative Office receives a request from the Owner in
proper written form or by telephone, if adequately

11
<PAGE>
authenticated. An election is effective within ten business
days, but only if there is sufficient value in the Money
Market Sub-Account. Lincoln Life may, in its sole
discretion, waive Dollar Cost Averaging minimum deposit and
transfer requirements.

Dollar Cost Averaging terminates automatically: (1) if the
number of designated transfers has been completed; (2) if
the value in the Money Market Sub-Account is insufficient to
complete the next transfer; (3) within one week after the
Administrative Office receives a request for termination in
proper written form or by telephone, if adequately
authenticated; or (4) if the Policy is surrendered.

AUTOMATIC REBALANCING

Automatic Rebalancing periodically restores to a
pre-determined level the percentage of Policy value
allocated to each Variable Sub-Account (e.g. 20% Money
Market, 50% Growth, 30% Utilities). The Fixed Account is not
subject to rebalancing. The pre-determined level is the
allocation initially selected on the application, until
changed by the Owner. If Automatic Rebalancing is elected,
all Net Premium Payments allocated to the Variable
Sub-Accounts will be subject to Automatic Rebalancing.

The Owner may select Automatic Rebalancing on a quarterly,
semi-annual or annual basis. Automatic Rebalancing may be
elected, terminated or the allocation may be changed at any
time, effective within ten business days upon receipt by the
Administrative Office of a request in proper written form or
by telephone, if adequately authenticated.

POLICY VALUES

The Accumulation Value of the Policy depends on the
performance of the underlying investments. Policy values are
used to pay for Policy fees and expenses, including the Cost
of Insurance. Premium Payments to meet your objectives will
vary based on the investment performance of the underlying
investments. A market downturn, affecting the Variable
Sub-Accounts upon which the Accumulation Value of a
particular Policy depends, may require Additional Premium
Payments beyond those expected (unless the No Lapse
Provision requirements have been satisfied) to maintain the
level of coverage or to avoid lapse of the Policy. Review of
periodic statements is strongly suggested to determine if
Additional Premium Payments may be necessary to avoid lapse
of the Policy.

Each Owner will be advised at least annually of the
Accumulation Value, the number of Accumulation Units
credited to the Policy, current Accumulation Unit values,
Variable Sub-Account values, the Fixed Account Value and the
Loan Account Value.

ACCUMULATION VALUE

Each Net Premium Payment will be credited to the Policy as
of the end of the Valuation Period in which it is received
at the Administrative Office. The "ACCUMULATION VALUE" of a
Policy is determined by: (1) multiplying the total number of
Variable Accumulation Units credited to the Policy for each
Variable Sub-Account by its appropriate current Variable
Accumulation Unit Value; (2) if a combination of Variable
Sub-Accounts is elected, totaling the resulting values; and
(3) adding any values attributable to the Fixed Account and
the Loan Account. The Accumulation Value will be affected by
Monthly Deductions.

12
<PAGE>
VARIABLE ACCOUNT VALUE
VARIABLE ACCUMULATION UNIT VALUE

All or a part of a Net Premium Payment allocated to a
Variable Sub-Account is converted into Variable Accumulation
Units by dividing the amount allocated by the value of the
Variable Accumulation Unit for the Variable Sub-Account next
calculated after it is received at the Administrative
Office. The Variable Accumulation Unit value for each
Variable Sub-Account was initially established at $10.00. It
may thereafter increase or decrease from one Valuation
Period to the next. Allocations to Variable Sub-Accounts are
made only as of the end of a day, called the "VALUATION
DAY," on which the New York Stock Exchange is open for
business.

VARIABLE ACCUMULATION UNITS

The "VARIABLE ACCUMULATION UNIT" value for a Variable
Sub-Account for a Valuation Period is determined as follows:
1. The total value of Fund shares held in the Variable
Sub-Account is calculated by multiplying the number of
Fund shares owned by the Variable Sub-Account at the
beginning of the Valuation Period by the net asset
value per share of the Fund at the end of the
Valuation Period, and adding any dividend or other
distribution of the Fund if an ex-dividend date occurs
during the Valuation Period; minus
2. The liabilities of the Variable Sub-Account at the end
of the Valuation Period; such liabilities include
daily charges imposed on the Variable Sub-Account, and
may include a charge or credit with respect to any
taxes paid or reserved for by Lincoln Life that
Lincoln Life determines result from the operations of
the Variable Account; and
3. The result of (2) is divided by the number of Variable
Accumulation Units outstanding at the beginning of the
Valuation Period.

The daily charge imposed on a Variable Sub-Account for any
Valuation Period is equal to the daily mortality and expense
risk charge multiplied by the number of calendar days in the
Valuation Period. The amount of Monthly Deduction allocated
to each Variable Sub-Account will result in the cancellation
of Variable Accumulation Units that have an aggregate value
on the date of such deduction equal to the total amount by
which the Variable Sub-Account is reduced.

The number of Variable Accumulation Units credited to a
Policy will not be changed by any subsequent change in the
value of a Variable Accumulation Unit. Such value may vary
from Valuation Period to Valuation Period to reflect the
investment experience of the Fund used in a particular
Variable Sub-Account and fees and charges under the Policy.

FIXED ACCOUNT AND LOAN ACCOUNT VALUE

The Fixed Account Value and the Loan Account Value reflect
amounts allocated to Lincoln Life's general account through
payment of premiums or through transfers from the Variable
Account. The Fixed Account Value is guaranteed by Lincoln
Life.

NET ACCUMULATION VALUE

The "NET ACCUMULATION VALUE" is the Accumulation Value less
the Loan Account Value. The Net Accumulation Value
represents the net value of the Policy and is the basis for
calculating the Surrender Value.

13
<PAGE>
FUNDS

Each of the Variable Sub-Accounts is invested solely in the
shares of one of the Funds available under the Policies.
Each of the Funds is a series of one of sixteen
Massachusetts or Delaware business trusts or a Maryland
corporation. Each such trust or corporation is registered as
an open-end, management investment company under the 1940
Act. All of the Funds except for the Delaware Group REIT
Series and the Delaware Group Emerging Market Series are
diversified under the 1940 Act.

Listed below are the Fund Groups, their investment advisers
and distributors, and the Funds within each that are
available under the Policies:

AIM VARIABLE INSURANCE FUNDS, INC., managed by AIM Advisors,
Inc., and distributed by AIM Distributors Inc., 11 Greenway
Plaza, Suite 100, Houston, TX 77046-1173

AIM V.I. Growth Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund

BARON CAPITAL FUNDS TRUST, managed and distributed by Baron
Capital Inc. , 767 Fifth Avenue, New York, NY 10153

Baron Capital Asset Fund

BT INSURANCE FUNDS TRUST, managed by Bankers Trust Company,
130 Liberty Street (One Bankers Trust Plaza), New York, NY
10006 and distributed by First Data Distributors, Inc., 4400
Computer Drive, Westborough, MA 01581

BT EAFE-Registered Trademark- Equity Index Fund
BT Equity 500 Index Fund
BT Small Cap Index Fund

DELAWARE GROUP PREMIUM FUND, INC., managed by Delaware
Management Company, Inc., One Commerce Square, Philadelphia,
PA 19103 and for International and Emerging Markets,
Delaware International Advisors, Ltd., 80 Cheapside, London,
England ECV2 6EE, and distributed by Delaware Distributors,
L.P., 1818 Market Street, Philadelphia, PA 19103

Delaware Group Delchester Series
Delaware Group Devon Series
Delaware Group Emerging Markets Series
Delaware Group REIT Series
Delaware Group Small Cap Value Series
Delaware Group Trend Series

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II, AND VARIABLE
INSURANCE PRODUCTS FUND III, managed by Fidelity Management
& Research Company and distributed by Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, MA 02103

Fidelity VIP II Contrafund Portfolio -- Service Class
Fidelity VIP III Growth Opportunities Portfolio --
Service Class

JANUS ASPEN SERIES, managed by Janus Capital, 100 Fillmore
St. Denver, CO 80206-4928, and self-distributed.

Janus Balanced Portfolio
Janus Worldwide Growth Portfolio

14
<PAGE>
LINCOLN NATIONAL FUNDS, managed by Lincoln Investment
Management, Inc., 200 East Berry Street, Fort Wayne IN
46802, and distributed by Lincoln Financial Advisors, Inc.,
1300 S. Clinton Street, Fort Wayne, IN 46802. Sub-advisors
are also noted.

LN Bond Fund, Inc.
LN Capital Appreciation Fund, Inc. (Sub-advised by Janus
Capital)
LN Equity-Income Fund, Inc. (Sub-advised by Fidelity
Management Trust Co.)
LN Global Asset Allocation Fund, Inc. (Sub-advised by
Putnam Investment Management, Inc.)
LN Money Market Fund, Inc.
LN Social Awareness Fund, Inc. (Sub-advised by Vantage
Investment Advisors)

MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST, managed
by Massachusetts Financial Services Company and distributed
by MFS Fund Distributors, Inc., 500 Boylston Street, Boston,
MA 02116

MFS Emerging Growth Series
MFS Total Return Series
MFS Utilities Series

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST, managed and
distributed by N&B Management Incorporated, 605 Third
Avenue, 2nd Floor, New York, NY 10158-0006

N&B AMT Mid-Cap Growth Portfolio
N&B AMT Partners Portfolio

TEMPLETON VARIABLE PRODUCTS SERIES FUND, managed by
Templeton Investment Counsel, Inc. and its Templeton and
Franklin affiliates and distributed by Franklin/ Templeton
Distributors, Inc., 100 Fountain Parkway, St. Petersburg, FL
33716-1205

Templeton International Fund -- Class 2
Templeton Stock Fund -- Class 2

The investment advisory fees charged the Funds by their
advisers are shown on page 21 of this Prospectus.

Below is a brief description of the investment objective and
program of each Fund. There can be no assurance that any of
the stated investment objectives will be achieved.

AIM V.I. GROWTH FUND (Large Cap Stocks): Seeks growth of
capital principally through investment in common stocks of
seasoned and better capitalized companies considered by AIM
to have strong earnings momentum. Current income will not be
a criterion of investment selection, and any such income
should be considered incidental.

AIM V.I. INTERNATIONAL EQUITY FUND (Large Cap Stocks): Seeks
to provide long term growth of capital by investing in a
diversified portfolio of international equity securities the
issuers of which are considered by AIM to have strong
earnings momentum. Any income realized by the Fund will be
incidental and will not be an important criterion in the
selection of portfolio securities.

AIM V.I. VALUE FUND (Large Cap Stocks): Seeks to achieve
long-term growth of capital by investing primarily in equity
securities judged by AIM to be undervalued relative to the
current or projected earnings of the companies issuing the
securities, or relative to current market values of assets
owned by the companies issuing the securities or relative to
the equity markets generally. Income is a secondary
objective and would be

15
<PAGE>
satisfied principally from the interest (interest and
dividends) generated by the common stocks, convertible bonds
and convertible preferred stocks that make up the Fund's
portfolio.

BARON CAPITAL ASSET FUND (Mid Cap Stocks): Seeks capital
appreciation through investments in securities of small
sized companies with market capitalizations of approximately
$100 million to $1 billion, and medium sized companies with
market capitalizations of $1 billion to $2 billion, with
undervalued assets or favorable growth prospects.

BT EAFE-REGISTERED TRADEMARK- FUND (Large Cap Stocks --
International): Seeks to replicate as closely as possible
(before the deduction of Expenses) the total return of the
Europe, Australia, Far East Index (the
EAFE-Registered Trademark- Index) , a
capitalization-weighted index containing approximately 1,100
equity securities of companies located outside the United
States.

BT EQUITY 500 INDEX FUND (Large Cap Stocks): Seeks to
replicate as closely as possible the performance of the
Standard & Poor's 500 Composite Stock Price Index, before
the deduction of Fund expenses.

BT SMALL CAP INDEX FUND (Small Cap Stocks): Seeks to
replicate as closely as possible (before the deduction of
Expenses) the total return of the Russell 2000 Small Stock
Index (the "Russell 2000"), an index consisting of
approximately 2,000 small-capitalization common stocks.

DELAWARE GROUP DELCHESTER SERIES (High Yield Bonds): Seeks
as high a current income as possible by investing in rated
and unrated corporate bonds (including high yield bonds
commonly known as junk bonds), U. S. government securities
and commercial paper. An investment in this Series may
involve greater risks than an investment in a portfolio
comprised primarily of investment grade bonds.

DELAWARE GROUP DEVON SERIES (Large Cap Stocks): Seeks
current income and capital appreciation by investing
primarily in income-producing common stocks, with a focus on
common stocks that the investment manager believes have the
potential for above-average dividend increases over time.
Under normal circumstances, the Series will invest at least
65% of its total assets in dividend paying common stocks.

DELAWARE GROUP EMERGING MARKETS SERIES (Specialty): Seeks to
achieve long-term capital appreciation by investing
primarily in equity securities of issuers located or
operating in emerging counties. The Series is an
international fund. As such, under normal market conditions,
at least 65% of the Series' assets will be invested in
equity securities of issuers organized or having a majority
of their assets or deriving a majority of their operating
income in at least three countries that are considered to be
emerging or developing.

DELAWARE GROUP REIT SERIES (Specialty): Seeks to achieve
maximum long-term total return. Capital appreciation is a
secondary objective. It seeks to achieve its objectives by
investing in securities of companies primarily engaged in
the real estate industry.

DELAWARE GROUP SMALL CAP VALUE SERIES ( Small Cap Stocks):
Seeks capital appreciation by investing primarily in small
cap common stocks whose market value appears low relative to
their underlying value or future earnings and growth
potential. Emphasis will also be placed on securities of
companies that may be temporarily out of favor or whose
value is not yet recognized by the market.

DELAWARE GROUP TREND SERIES (Small Cap Stocks): Seeks
long-term capital appreciation by investing primarily in
small-cap common stocks and convertible securities of

16
<PAGE>
emerging and other growth-oriented companies. These
securities will have been judged to be responsive to changes
in the marketplace and to have fundamental characteristics
to support growth. Income is not an objective.

FIDELITY VIP II CONTRAFUND PORTFOLIO -- SERVICE CLASS (Large
Cap Stocks): Seeks capital appreciation by investing
primarily in securities of companies whose value the advisor
believes is not fully recognized by the public.

FIDELITY VIP III GROWTH OPPORTUNITIES PORTFOLIO -- SERVICE
CLASS (Large Cap Stocks): Seeks capital growth by investing
primarily in common stocks and securities convertible into
common stocks.

JANUS BALANCED PORTFOLIO (Large Cap Stocks): Seeks long term
growth of capital, balanced by current income. The Portfolio
normally invests 40-60% of its assets in securities selected
primarily for their growth potential and 40-60% of its
assets in securities selected primarily for their income
potential.

JANUS WORLDWIDE GROWTH PORTFOLIO (Large Cap Stocks): Seeks
long-term growth of capital in a manner consistent with the
preservation of capital by investing primarily in common
stocks of foreign and domestic insurers.

LINCOLN NATIONAL BOND FUND (Long-Term Bonds): Seeks maximum
current income consistent with prudent investment strategy.
The fund invests primarily in medium-and long-term corporate
and government bonds.

LINCOLN NATIONAL CAPITAL APPRECIATION FUND (Large Cap
Stocks): Seeks long-term growth of capital in a manner
consistent with preservation of capital. The fund invests in
a large number of companies of all sizes if the companies
are competing well and if their products and services are in
high demand. It may also buy some money market securities
and bonds, including junk (high risk) bonds.

LINCOLN NATIONAL EQUITY-INCOME FUND (Large Cap Stocks):
Seeks to achieve reasonable income by investing primarily in
income-producing equity securities. The fund invests mostly
in high-yielding bonds (including junk bonds)

LINCOLN NATIONAL GLOBAL ASSET ALLOCATION FUND (Large Cap
Stocks): Seeks long-term total return consistent with
preservation of capital. The fund allocates its assets among
several categories of equity and fixed-income securities,
both of U.S. and foreign insurers.

LINCOLN NATIONAL MONEY MARKET FUND (Money Market): Seeks
maximum current income consistent with the preservation of
capital. The fund invests in short term obligations issued
by U.S. corporations, the U.S. government, and
federally-chartered banks and U.S. branches of foreign
banks.

LINCOLN NATIONAL SOCIAL AWARENESS FUND (Specialty): Seeks to
achieve long-term capital appreciation, by investing in
stocks of established companies which adhere to certain
specific social criteria.

MFS EMERGING GROWTH SERIES (Large Cap Stocks): Seeks
long-term growth of capital by investing primarily in common
stocks of companies management believes to be early in their
life cycle but which have the potential to become major
enterprises.

17
<PAGE>
MFS UTILITIES SERIES (Specialty): Seeks capital growth and
current income (income above that available from a portfolio
invested entirely in equity securities) by investing, under
normal circumstances, at least 65% of its assets in equity
and debt securities of utility companies.

N&B AMT MID-CAP GROWTH PORTFOLIO (Mid Cap Stocks): Seeks out
capital appreciation by investing in equity securities of
medium sized companies.

N&B AMT PARTNERS PORTFOLIO (Large Cap Stocks): Seeks capital
growth by investing in common stocks and other equity
securities of medium to large capitalization established
companies.

TEMPLETON INTERNATIONAL FUND -- CLASS 2 (Large Cap Stocks):
Seeks long-term capital growth through a flexible policy of
investing in stocks and debt obligations of companies and
governments outside the United States. Any income realized
will be incidental.

TEMPLETON STOCK FUND -- CLASS 2 (Large Cap Stocks): Seeks
capital growth through a policy of investing primarily in
common and preferred stocks issued by companies, large and
small, in various nations throughout the world, including
the United States.

The Delaware Group Delchester Series Delaware Group Emerging
Markets Series, Delaware Group Small Cap Value Series, Janus
Balanced, Lincoln National Bond Fund, Lincoln National
Equity-Income Fund, Lincoln National Global Asset Allocation
Fund, MFS Emerging Growth Series, MFS Total Return Series,
and MFS Utilities Series may invest in non-investment grade,
high-yield, high-risk debt securities (commonly referred to
as "junk bonds"), as detailed in the individual Fund
Prospectuses.

There is no assurance that the investment objective of any
of the Funds will be met. Each Owner assumes all of the
investment performance risk for the Variable Sub-Accounts
selected by the Owner. There is investment performance risk
in each of the Variable Sub-Accounts, although the amount of
such risk varies significantly among the Variable
Sub-Accounts. Owners should read each Fund's prospectus
carefully and understand the risks before making or changing
investment choices. Additional Funds may, from time to time,
be made available as underlying investments. The right to
select among Funds will be limited by the terms and
conditions imposed by Lincoln Life (See ALLOCATION OF NET
PREMIUM PAYMENTS).

SUBSTITUTION OF SECURITIES

If the shares of any Fund should no longer be available for
investment by the Variable Account or if, in the judgment of
Lincoln Life, further investment in such shares should cease
to be appropriate in view of the purpose of the Variable
Account or in view of legal, regulatory or federal income
tax restrictions, Lincoln Life may substitute shares of
another Fund. There will be no substitution of securities in
any Variable Sub-Account without prior approval of the
Commission.

VOTING RIGHTS

Lincoln Life will vote the shares of each Fund held in the
Variable Account at special meetings of the shareholders of
the particular Fund in accordance with instructions received
by the Administrative Office in proper written form from
persons having a voting interest in the Variable Account.
Lincoln Life will vote shares for which it has not received
instructions in the same proportion as it votes shares for
which it has received instructions. The Funds do not hold
regular meetings of shareholders.

18
<PAGE>
The number of shares which a person has a right to vote will
be determined as of a date to be chosen by the appropriate
Fund not more than sixty (60) days prior to the meeting of
the particular Fund. Voting instructions will be solicited
by written communication at least fourteen (14) days prior
to the meeting.

FUND PARTICIPATION AGREEMENTS

Lincoln Life has entered into agreements with the various
Funds and their advisers or distributors under which Lincoln
Life makes the Funds available under the Policies and
performs certain administrative services. In some cases, the
advisers or distributors may compensate Lincoln Life at
annual rates of between .10% and .25% of assets in a
particular Fund attributable to the Policies.

CHARGES AND FEES

Charges will be deducted in connection with the Policy to
compensate Lincoln Life for providing the insurance benefit
set forth in the Policy, administering the Policy, assuming
certain risks in connection with the Policy and for
incurring expenses associated with the distribution of the
Policy.

The nature and amount of these charges are as follows:

DEDUCTIONS MADE MONTHLY

The Monthly Deductions, including the Cost of Insurance
Charges, are deducted proportionately from the Net
Accumulation Value of each underlying investment subject to
the charge. For Variable Sub-Accounts, Variable Accumulation
Units are canceled and the value of the canceled Units
withdrawn in the same proportion as their respective values
have to the Net Accumulation Value. The Monthly Deductions
are made on the "MONTHLY ANNIVERSARY DAY", the Date of Issue
and the same day of each month thereafter, or if there is no
such date in a given month, then the first Valuation Day of
the next month. If the day that would otherwise be a Monthly
Anniversary Day is not a Valuation Day, then the Monthly
Anniversary Day is the next Valuation Day.

If the Insured attains Age 100 and the Policy has not been
surrendered, no further Monthly Deductions will be made and
the Variable Account Value will be transferred to the Fixed
Account. The Policy will then remain in force until
surrender or the Insured's Death.

MONTHLY DEDUCTION

There is a flat dollar Monthly Deduction of $15 until the
first Policy Anniversary and, currently, $5 thereafter
(guaranteed not to exceed $10 after the first Policy Year).

These charges compensate Lincoln Life for administrative
expenses associated with Policy issue and ongoing Policy
maintenance including premium billing and collection, policy
value calculation, confirmations, periodic reports and other
similar matters.

COST OF INSURANCE CHARGE

The Cost of Insurance charge depends on the Age, policy
duration, underwriting category and gender (in accordance
with state law) of the Insured and the current Net Amount at
Risk. The rate on which the Monthly Deduction for the Cost
of Insurance is

19
<PAGE>
based will generally increase as the Insured ages, although
the Cost of Insurance charge could decline if the Net Amount
at Risk drops relatively faster than the Cost of Insurance
Rate increases.

The Cost of Insurance charge is determined by dividing the
Death Benefit at the previous Monthly Anniversary Day by
1.0032737 (the monthly equivalent of an annual rate of 4%),
subtracting the Accumulation Value at the previous Monthly
Anniversary Day, and multiplying the result (the "NET AMOUNT
AT RISK") by the applicable Cost of Insurance Rate as
determined by Lincoln Life. The Guaranteed Maximum Cost of
Insurance Rates are in Appendix 3.

MORTALITY AND EXPENSE RISK CHARGE

Lincoln Life deducts a daily charge as a percentage of the
assets of the Separate Account as a mortality and expense
risk charge. The mortality risk assumed is that insureds may
live for a shorter period than estimated, and therefore, a
greater amount of death benefit will be payable. The expense
risk assumed is that expenses incurred in issuing and
administering the policies will be greater than estimated.
The mortality and expense risk charge is 0.75% in years
1-10, 0.35% in years 11-20 and 0.20% in year 21 and beyond.

20
<PAGE>
FUND EXPENSES

The investment advisor for each of the Funds deducts a daily
charge as a percent of the net assets in each fund as an
asset management charge. The charge reflects fees of the
investment advisor (Management Fees), and other expenses
incurred by the funds (12b-1 fees for Class 2 shares and
Other Expenses). The charge has the effect of reducing the
investment results credited to the Sub-Accounts.

<TABLE>
<CAPTION>
FUND PORTFOLIO ANNUAL EXPENSES
--------------------------------------------------
MANAGEMENT 12b-1 OTHER
FUND FEES FEES EXPENSES TOTAL
- ------------------------------------------------- ------------- ----- ----------- ---------
<S> <C> <C> <C> <C>
AIM V.I. Growth Fund (1)......................... 0.65% -- 0.08% 0.73%
AIM V.I. International Equity Fund (1)........... 0.75% -- 0.18% 0.93%
AIM V.I. Value Fund (1).......................... 0.62% -- 0.08% 0.70%
Baron Capital Asset Fund (2)..................... 1.00% 0.25% 0.25% 1.50%
BT EAFE Index Fund (3)........................... 0.45% -- 0.20% 0.65%
BT Equity 500 Index Fund (3)..................... 0.20% -- 0.10% 0.30%
BT Small Cap Index Fund (3)...................... 0.35% -- 0.10% 0.45%
Delaware Group Delchester Series (4)............. 0.60% -- 0.10% 0.70%
Delaware Group Devon Series (4)(5)............... 0.54% -- 0.26% 0.80%
Delaware Group Emerging Markets Series (4)(5).... 0.30% -- 1.20% 1.50%
Delaware Group REIT Series (4)................... 0.75% -- 0.10% 0.85%
Delaware Group Small Cap Value Series (4)(5)..... 0.60% -- 0.25% 0.85%
Delaware Group Trend Series (4)(5)............... 0.62% 0.23% 0.85%
Fidelity VIPII Contrafund Portfolio -- Service
Class (6)...................................... 0.60% 0.10% 0.11% 0.81%
Fidelity VIPIII Growth Opportunities Portfolio --
Service Class (6).............................. 0.60% 0.10% 0.14% 0.84%
Janus Balanced Portfolio (7)..................... 0.76% -- 0.07% 0.83%
Janus Worldwide Growth Portfolio (7)............. 0.66% -- 0.08% 0.74%
LN Bond Fund..................................... 0.46% -- 0.07% 0.53%
LN Capital Appreciation Fund (8)................. 0.75% -- 0.09% 0.84%
LN Equity Income Fund (8)........................ 0.75% -- 0.07% 0.82%
LN Global Asset Allocation Fund.................. 0.72% -- 0.17% 0.89%
LN Money Market Fund............................. 0.48% -- 0.11% 0.59%
LN Social Awareness Fund......................... 0.36% -- 0.05% 0.41%
MFS Emerging Growth Series (9)................... 0.75% -- 0.12% 0.87%
MFS Total Return Series (9)(10).................. 0.75% -- 0.25% 1.00%
MFS Utilities Series (9)(10)..................... 0.75% -- 0.25% 1.00%
AMT MidCap Growth Portfolio (11)................. 0.55% -- 0.30% 0.85%
AMT Partners Portfolio (11)...................... 0.80% -- 0.06% 0.86%
Templeton International Fund -- Class 2 (12)..... 0.69% 0.25% 0.19% 1.13%
Templeton Stock Fund -- Classs 2 (12)............ 0.69% 0.25% 0.19% 1.13%
</TABLE>

---------------------------------------------------
(1) AIM Advisors, Inc. ("AIM") may from time to time
voluntarily waive or reduce its respective fees.
Effective May 1, 1998, the Funds reimburse AIM in an
amount up to 0.25% of the average net asset value of
each Fund, for expenses incurred in providing, or
assuring that participating insurance companies
provide, certain administrative services, as described
in the accompanying prospectus for the Funds. Currently
, the fee only applies to the average net asset value
of each Fund in excess of the net asset value of each
Fund as calculated on April 30, 1998, and AIM will not
seek reimbursement of the

21
<PAGE>
cost of any service in excess of the amount charged by
a participating insurance company for providing the
services above. The amount of reimbursements that will
be paid by each Fund under this arrangement for the
year ending December 31, 1998 cannot be predicted.

(2) BAMCO, Inc. will reduce its fee to the extent required
to limit Baron Capital Asset Fund's total operating
expenses to 1.5% for the first $250 million in assets
in the Fund, 1.35% for the Fund assets over $250
million and up to $500 million, and 1.25% for Fund
assets over $500 million. Without the expense
limitations, the Fund estimates that actual expenses
would be 1.6%,

(3) Under the Advisory Agreement with the Advisor, the
Funds will pay advisory fees at the annual percentage
rate of .20% of the average daily net assets of the
EAFE Index Fund, the Equity 500 Index Fund and the
Small Cap Index Fund. These fees are accrued daily and
paid monthly. The Advisor has voluntarily undertaken to
waive the fees and to reimburse the Fund for certain
expenses so that the EAFE Index Fund, the Equity 500
Index Fund and the Small Cap Index Fund total operating
expenses will not exceed 0.65%, .30%., and 0.45%
respectively. Such expense reimbursements may be
terminated at the discretion of the Advisor. If this
reimbursement were not in place, the total operating
expenses for the year ended December 31, 1997 would
have been 2.75%, 2.78% and 3.27% respectively.

(4) The investment adviser for the Delchester Series, Devon
Series, REIT Series, Small Cap Value Series, Social
Awareness Series and Trend Series is Delaware
Management Company, Inc. ("Delaware Management"). The
investment adviser for the Emerging Markets Series is
Delaware International Advisers Ltd. ("Delaware
International"). Effective May 1, 1998 through April
30, 1999, the investment advisers for the Series of
DGPF have agreed voluntarily to waive their management
fees and reimburse each Series for expenses to the
extent that total expenses will not exceed 1.50% for
the Emerging Markets Series, 0.85% for the REIT Series,
Small Cap Value Series, Social Awareness Series and
Trend Series, and 0.80% for the Delchester Series and
Devon Series.

(5) For the fiscal year ended December 31, 1997, before
waiver and/or reimbursement by the investment adviser,
total Series expenses as a percentage of average daily
net assets were 0.91% for the Devon Series, 2.45% for
the Emerging Market Series, 0.90% for Small Cap Value
Series, 1.40% for the Social Awareness Series, and
0.88% for Trend Series. The declaration of a voluntary
expense limitation does not bind the investment
advisers to declare future expense limitations with
respect to these Funds.

(6) A portion of the brokerage commissions that certain
funds paid was used to reduce funds expenses. In
addition, certain funds have entered into arrangements
with their custodian and transfer agent whereby
interest earned on uninvested cash balances was used to
reduce custodian and transfer agent expenses. Including
these reductions, Total Fund Portfolio Annual Expenses
would have been 0.78% for the VIP II Contrafund
Portfolio and 0.83% for the VIP III Growth
Opportunities Portfolio.

(7) Management Fees for the Balanced and Worldwide Growth
Portfolios reflect a reduced fee schedule effective
July 1, 1997. The Management Fee for each of these
Portfolios reflects the new rate applied to the net
assets as of December 31, 1997. Other expenses are
based on gross expenses of the shares before expense
offset arrangements for the fiscal year ended December
31, 1997. The information for each Portfolio is net of
fee waivers or reductions from Janus Capital. Fee
reductions for the Balanced and Worldwide Growth
Portfolios reduce the management fee to the level of
the corresponding Janus retail fund. Other waivers, if
applicable, are first applied against the management
fee and then against other expenses. Without such
waivers or reductions, the Management Fee, Other
Expenses and Total Fund Expenses for the Balanced
Portfolio would have been 0.77%, 0.06% and 0.83% and
for the Worldwide Growth Portfolio would have been
0.72%, 0.09% and 0.81%. Janus Capital may modify or
terminate the waivers or reductions at any time upon at
least 90 days' notice to the Fund's Board of Trustees.

(8) The management fee for the Capital Appreciation Fund
has been decreased from 0.80% to 0.75% effective May 1,
1998, and for the Equity-Income fund it has been
decreased from 0.95% to 0.75% effective January 1,
1998. The expense information in this table has been
restated to reflect current fees.

(9) Each Series has an expense offset arrangement which
reduces the Series' custodian fee based upon the amount
of cash maintained by the Series with its custodian and
dividend disbursing agent, and may enter into other
such arrangements and directed brokerage arrangements
(which would also have the effect of reducing the
Series' expenses). Any such fee reductions are not
reflected under "Other Expenses".

(10) The Massachusetts Financial Services Company Adviser
has agreed to bear expenses for each Series, subject
to reimbursement by each Series, such that the MFS
Total Return Series and the MFS Utilities Series'
"Other Expenses" shall not exceed 0.25% of the average
daily net assets of the Series during the

22
<PAGE>
current fiscal year. Otherwise, "Other Expenses" for
the Total Return Series and Utilities Series would be
0.27% and 0.45% respectively, and "Total Fund
Portfolio Annual Expenses" would be 1.02% and 1.20%
respectively, for these Series. See "Information
Concerning Shares of Each Series Expenses."

(11) N&B Management has voluntarily undertaken to limit the
Portfolios' expenses by reimbursing each Portfolio for
its Total Operating Expenses and its pro rata share of
its corresponding Series' Total Operating Expenses,
excluding the compensation of N&B Management (except
Mid-Cap Growth Portfolio), taxes, interest,
extraordinary expenses, brokerage commissions and
transaction costs, that exceed, in the aggregate, 1%
per annum of the Portfolio's average daily net asset
value. This undertaking is subject to termination on
60 days' prior written notice to the appropriate
Portfolio. The Mid-Cap Growth Portfolio has in turn
agreed to repay through December 31, 1999, expenses
borne by N&B Management so long as the Portfolio's
annual operating expenses during that period do not
exceed the expense limitations.

(12) Class 2 of the Fund has a distribution plan or "Rule
12b-1 plan" as described under "Distribution Plan" in
the Prospectus. Because Class 2 shares were not
offered until May 1, 1997, figures (other than 12b-1
fees) are estimates for 1998 based on the historical
expenses of the Fund's Class 1 shares for the fiscal
year ended December 31, 1997. Management Fees and
Total Operating Expenses have been restated to reflect
the management fee schedule approved by shareholders
and effective May 1, 1997. Actual Management Fees and
Total Operating Expenses before May 1, 1997 were
lower. See the section "Management Fees" under
"Portfolio Management" in the Prospectus.

SURRENDER CHARGES

A generally declining surrender charge ("SURRENDER CHARGE")
may apply if the Policy is totally surrendered or lapses
during the first fifteen years following the Date of Issue
or the first fifteen years following an increase in
Specified Amount. The Surrender Charge varies by Age of the
Insured, the number of years since the Date of Issue, and
Specified Amount. The length of the Surrender Charge period
varies based on the Age of the Insured on the date of issue
or date of increase in Specified Amount as follows:

<TABLE>
<CAPTION>
SURRENDER CHARGE
AGE PERIOD
- --------- ---------------------
<S> <C>
0-50 15 years
51 14 years
52 13 years
53 12 years
54 11 years
55+ 10 years
</TABLE>

The charge is in part a deferred sales charge and in part a
recovery of certain first year administrative costs. The
maximum Surrender Charge is included in each Policy and is
in compliance with each state's nonforfeiture law. Examples
of the Surrender Charge can be seen in Appendix 4.

The surrender charge under a Policy is proportional to the
face amount of the Policy. Expressed as a percentage of face
amount, it is higher for older than for younger issue ages.
The surrender charge cannot exceed Policy value. All
surrender charges decline to zero over the 15 years
following issuance of the Policy. See, for example, the
illustrations in Appendix 6 for issue ages 45 and 55.

If the Specified Amount is increased, a new Surrender Charge
will be applicable, in addition to any existing Surrender
Charge. The Surrender Charge applicable to the increase
would be equal to the Surrender Charge on a new Policy whose
Specified Amount was equal to the amount of the increase.
Supplemental Policy Specifications will be sent to the Owner
upon an increase in Specified Amount reflecting the maximum
additional Surrender Charge in the Table of Surrender
Charges. The minimum allowable increase in Specified Amount
is $1,000. Lincoln Life may change this at any time.

If the Specified Amount is decreased while the Surrender
Charge applies, the Surrender Charge will remain the same.

23
<PAGE>
No Surrender Charge is imposed on a partial surrender, but
an administrative fee of $25 (not to exceed 2% of the amount
surrendered) is imposed, allocated pro-rata among the
Sub-Accounts from which the partial surrender proceeds are
taken.

Any surrender may result in tax implications. SEE TAX
MATTERS

Based on its actuarial determination, Lincoln Life does not
anticipate that the Surrender Charge, together with the
portion of the premium load attributable to sales expense,
will cover all sales and administrative expenses which
Lincoln Life will incur in connection with the Policy. Any
such shortfall, including but not limited to payment of
sales and distribution expenses, would be available for
recovery from the general account of Lincoln Life, which
supports insurance and annuity obligations.

REDUCTION OF CHARGES -- PURCHASES ON A CASE BASIS

TRANSACTION FEE FOR EXCESS TRANSFERS

Lincoln Life reserves the right to impose a charge for each
transfer request in excess of 12 in any Policy Year. A
single transfer request, either in writing or by telephone,
may consist of multiple transactions.

DEATH BENEFITS

The applicant must select the Specified Amount of the Death
Benefit, which may not be less than $100,000, and the Death
Benefit Option. The two Death Benefit Options are described
below. The applicant must consider a number of factors in
selecting the Specified Amount, including the amount of
proceeds required when the Insured dies and the Owner's
ability to make Premium Payments. The ability of the Owner
to support the Policy, particularly in later years, is an
important factor in selecting between the Death Benefit
Options, because the greater the Net Amount at Risk at any
time, the more that will be deducted each month from the
value of the Policy to pay the Cost of Insurance.

DEATH BENEFIT OPTIONS

Two different Death Benefit Options are available under the
Policy. The amount payable under the Policy is the greater
of (a) the Corridor Death Benefit or (b) the amount
determined under the Death Benefit Option in effect on the
date of the Insured's Death, less (in each case) any
indebtedness under the Policy. In the case of Death Benefit

24
<PAGE>
Option 1, the Specified Amount is reduced by the amount of
any partial surrender. The "CORRIDOR DEATH BENEFIT" is the
applicable percentage (the "CORRIDOR PERCENTAGE") of the
Accumulation Value required to maintain the Policy as a
"life insurance contract" for Federal income tax purposes.
The Corridor Percentage is 250% through the time the insured
reaches Age 40 and decreases in accordance with the table in
Appendix 4 to 100% when the Insured reaches Age 95.

Death Benefit Option 1 provides Death Benefit Proceeds equal
to the Specified Amount (a minimum of $100,000). If Option 1
is selected, the Policy pays level Death Benefit Proceeds
unless the Minimum Death Benefit exceeds the Specified
Amount. (See DEATH BENEFITS, FEDERAL INCOME TAX DEFINITION
OF LIFE INSURANCE).

Death Benefit Option 2 provides Death Benefit Proceeds equal
to the sum of the Specified Amount plus the Net Accumulation
Value as of the Valuation Day immediately after the
Insured's death. If Option 2 is selected, the Death Benefit
Proceeds increase or decrease over time, depending on the
amount of premium paid and the investment performance of the
underlying Sub-Accounts.

If for any reason the applicant fails to affirmatively elect
a particular Death Benefit Option, Death Benefit Option 1
shall apply until changed as provided below.

Owners who prefer insurance coverage that generally does not
vary in amount and generally has lower Cost of Insurance
Charges should elect Option 1. Owners who prefer to have
favorable investment experience reflected in increased
insurance coverage should select Option 2. Under Option 1,
any Surrender Value at the time of the Insured's Death will
revert to Lincoln Life.

CHANGES IN DEATH BENEFIT OPTIONS AND SPECIFIED AMOUNT

All requests for changes between Death Benefit Options and
changes in the Specified Amount must be submitted in proper
written form to the Administrative Office. The minimum
increase in Specified Amount currently permitted is $1,000.
If requested, a supplemental application and evidence of
insurability must also be submitted to Lincoln Life.

In a change from Death Benefit Option 1 to Death Benefit
Option 2, the Specified Amount shall be reduced so it
thereafter equals (a) the amount payable under the Death
Benefit Option in effect immediately before the change,
minus (b) the Accumulation Value immediately before the
change. In a change from Death Benefit Option 2 to Death
Benefit Option 1, the Specified Amount shall be increased so
that it thereafter equals the amount payable under the Death
Benefit Option in effect immediately before the change.

Any reductions in Specified Amount will be made against the
initial Specified Amount and any later increase in the
Specified Amount on a last in, first out basis. Any increase
in the Specified Amount will increase the amount of the
Surrender Charge applicable to the Policy.

Lincoln Life may at its discretion decline any request for a
change between Death Benefit Options or increase in the
Specified Amount. Lincoln Life may at its discretion decline
any request for change of the Death Benefit Option or
reduction of the Specified Amount if, after the change, the
Specified Amount would be less than the minimum Specified
Amount or would reduce the Specified Amount below the level
required to maintain the Policy as life insurance for
purposes of Federal income tax law.

Any change is effective on the first Monthly Anniversary Day
on or after the date of approval of the request by Lincoln
Life, unless the Monthly Deduction Amount would

25
<PAGE>
increase as a result of the change. In that case, the change
is effective on the first Monthly Anniversary Day on which
the Accumulation Value is equal to or greater than the
Monthly Deduction Amount, as increased.

FEDERAL INCOME TAX DEFINITION OF LIFE INSURANCE

The amount of the Death Benefit must satisfy certain
requirements under the Code if the policy is to qualify as
insurance for federal income tax purposes. The amount of the
Death Benefit Proceeds required to be paid under the Code to
maintain the Policy as life insurance under each of the
Death Benefit Options (see INSURANCE COVERAGE PROVISIONS,
DEATH BENEFIT) is equal to the product of the Accumulation
Value and the applicable Corridor Percentage. A table of
Corrider Percentages is in Appendix 4.

NOTICE OF DEATH OF INSURED

Due Proof of Death must be furnished to Lincoln Life at the
Administrative Office as soon as reasonably practical after
the death of the Insured. "DUE PROOF OF DEATH" must be in
proper written form and includes a certified copy of an
official death certificate, a certified copy of a decree of
a court of competent jurisdiction as to the finding of
death, or any other proof of death satisfactory to Lincoln
Life.

PAYMENT OF DEATH BENEFIT PROCEEDS

The Death Benefit Proceeds under the Policy will ordinarily
be paid within seven days, if in a lump sum, or in
accordance with any Settlement Option selected by the Owner
or the Beneficiary, after receipt at the Administrative
Office of Due Proof of Death of the Insured. SEE SETTLEMENT
OPTIONS. The amount of the Death Benefit Proceeds under
Option 2 will be determined as of the date of the Insured's
death. Payment of the Death Benefit Proceeds may be delayed
if the Policy is contested or if Variable Account values
cannot be determined. The Owner may elect or change a
Settlement Option while the insured is alive; if the Owner
has not irrevocably selected a Settlement Option, the
Beneficiary may within 90 days after the Insured dies. If no
Settlement Option is selected, the Death Benefit Proceeds
will be paid in a lump sum.

If the Policy is assigned as collateral security, Lincoln
Life will pay any amount due the assignee in one lump sum.
Any remaining Death Benefit Proceeds will be paid as
elected.

A request to elect, change, or revoke a Settlement Option
must be received in proper written form by the
Administrative Office before payment of the lump sum or
under any Settlement Option. The first payment under the
Settlement Option selected will become payable on the date
proceeds are settled under the option. Payments after the
first payment will be made on the first day of each month.
Once payments have begun, the Policy cannot be surrendered
and neither the payee nor the Settlement Option may be
changed.

There are at least four Settlement Options:

The first Settlement Option is an annuity for the
lifetime of the payee.

The second Settlement Option is an annuity for the
lifetime of the payee, with monthly payments guaranteed
for 60, 120, 180, or 240 months.

Under the third Settlement Option, Lincoln Life makes
monthly payments for a stated number of years, at least
five but no more than thirty.

26
<PAGE>
Under the fourth Settlement Option, Lincoln Life pays at
least 3% interest annually on the sum left on deposit,
and pays the amount on deposit on the payee's death.

Any other Settlement Option offered by Lincoln Life at the
time of election may also be selected.

POLICY LIQUIDITY

The accumulated value of the Policy is available for loans
or withdrawals. Subject to certain limitations, the Owner
may borrow against the Surrender Value of the Policy, may
make a partial surrender of some of the Surrender Value of
the Policy and may fully surrender the Policy for its
Surrender Value.

POLICY LOANS

The Owner may at any time borrow in the aggregate up to 100%
of the Surrender Value at the time a Policy Loan is made.
Lincoln Life may, however, limit the amount of the loan so
that the total Policy indebtedness will not exceed 90% of
the amount of the Accumulation Value less any Surrender
Charge that would be imposed on a full surrender. The Owner
must execute a loan agreement and assign the Policy to
Lincoln Life free of any other assignments. Interest on
Policy Loans accrues at an annual rate of 8%, and is payable
once a year in arrears on each Policy Anniversary, or
earlier upon full surrender or other payment of proceeds of
a Policy.

The amount of a loan, plus any accrued but unpaid interest,
is added to the outstanding Policy Loan balance. Unless paid
in advance, any loan interest due will be transferred
proportionately from the values in each Fixed and Variable
Sub-Account, and treated as an additional Policy Loan, and
added to the Loan Account Value.

Lincoln Life credits interest to the Loan Account Value of
7% in Policy Years 1-10 and 8% thereafter, so the net cost
of a Policy Loan is 1% in years 1-10 and 0% thereafter.

If the Net Accumulation Value is distributed among more than
one of the Sub-Accounts, transfers from each for loans and
loan interest will be made in proportion to the assets in
each Sub-Account at that time, unless Lincoln Life is
instructed otherwise in proper written form at the
Administrative Office. Repayments on the loan and interest
credited on the Loan Account Value will be allocated
according to the most recent Premium Payment allocation at
the time of the repayment.

A Policy Loan, whether or not repaid, affects the proceeds
payable upon the Death and the Accumulation Value. The
longer a Policy Loan is outstanding, the greater the effect
is likely to be. While an outstanding Policy Loan reduces
the amount of assets invested, depending on the investment
results of the Sub-Accounts, the effect could be favorable
or unfavorable.

If at any time the total indebtedness against the Policy,
including interest accrued but not due, equals or exceeds
the then current Accumulation Value less Surrender Charges,
the Policy will terminate without value subject to the
conditions in the Grace Period Provision, unless the No
Lapse Provision is in effect. (SEE LAPSE AND REINSTATEMENT,
LAPSE OF A POLICY)

If a Policy lapses while a loan is outstanding, adverse tax
consequences may result.

27
<PAGE>
PARTIAL SURRENDER

A partial surrender may be made at any time while the
Insured is alive by request to the Administrative Office in
proper written form or by telephone, if telephone
transactions have been authorized by the Owner. A $25
transaction fee (not to exceed 2% of the amount surrendered)
is charged for each partial surrender. Total partial
surrenders may not exceed 90% of the Surrender Value of the
Policy. Each partial surrender may not be less than $500.
Partial surrenders are subject to other limitations as
described below.

Partial surrenders may reduce the Specified Amount and, in
each case, reduce the Death Benefit Proceeds. To the extent
that a requested partial surrender would cause the Specified
Amount to be less than $100,000, the partial surrender will
not be permitted by Lincoln Life. In addition, if following
a partial surrender and the corresponding decrease in the
Specified Amount, the Policy would not comply with the
maximum premium limitations required by federal tax law, the
surrender may be limited to the extent necessary to meet the
federal tax law requirements.

The effect of partial surrenders on the Death Benefit
Proceeds depends on the Death Benefit Option elected under
the Policy. If Death Benefit Option 1 has been elected, a
partial surrender would reduce the Accumulation Value and
the Specified Amount. The reduction in the Specified Amount,
which would reduce any past increases on a last in, first
out basis, reduces the amount of the Death Benefit Proceeds.

If Death Benefit Option 2 has been elected, a partial
surrender would reduce the Accumulation Value, but would not
reduce the Specified Amount. The reduction in the
Accumulation Value reduces the amount of the Death Benefit
Proceeds.

If the Net Accumulation Value is distributed among more than
one of the Sub-Accounts, surrenders from each will be made
in proportion to the assets in each Sub-Account at the time
of the surrender, unless Lincoln Life is instructed
otherwise in proper written form at the Administrative
Office. Lincoln Life may at its discretion decline any
request for a partial surrender.

SURRENDER OF THE POLICY

The Owner may surrender the Policy at any time. On surrender
of the Policy, Lincoln Life will pay to the Owner, or
assignee, the Surrender Value next computed after receipt of
the request in proper written form at the Administrative
Office. Payment of any amount from the Variable Account on a
full surrender will usually be made within seven calendar
days thereafter. All coverage under the Policy will
automatically terminate if the Owner makes a full surrender.

SURRENDER VALUE

The "SURRENDER VALUE" of a Policy is the amount the Owner
can receive in a lump sum by surrendering the Policy. The
Surrender Value is the Net Accumulation Value less the
Surrender Charge (SEE CHARGES AND FEES, SURRENDER CHARGE).
All or part of the Surrender Value may be applied to one or
more of the Settlement Options. Surrender Values are
illustrated in the Appendix.

DEFERRAL OF PAYMENT AND TRANSFERS

Payment of loans or of the Surrender Value from any of the
Variable Sub-Accounts will be made within seven days.
Payment or transfer from the Fixed Account may be deferred
up to six months at Lincoln Life's option. If Lincoln Life
exercises its right to

28
<PAGE>
defer any payment from the Fixed Account, interest will
accrue and be paid as required by law from the date the
recipient would otherwise have been entitled to receive the
payment.

ASSIGNMENT; CHANGE OF OWNERSHIP

While the Insured is living, the Owner may assign the
Owner's rights in the Policy, including the right to change
the beneficiary designation. The assignment must be in
proper written form, signed by the Owner and recorded at the
Administrative Office. No assignment will affect, or
prejudice Lincoln Life as to, any payment made or action
taken by Lincoln Life before it was recorded. Lincoln Life
is not responsible for any assignment not submitted for
recording, nor is Lincoln Life responsible for the
sufficiency or validity of any assignment. Any assignment is
subject to any indebtedness owed to Lincoln Life at the time
the assignment is recorded and any interest accrued on such
indebtedness after recordation of any assignment.

Once recorded, the assignment remains effective until
released by the assignee in proper written form. So long as
an effective assignment remains outstanding, the Owner will
not be permitted to take any action with respect to the
Policy without the consent of the assignee in proper written
form.

So long as the Insured is living, the Owner may name a new
Owner by recording a change in ownership in proper written
form at the Administrative Office. On recordation, the
change will be effective as of the date of execution of the
document of transfer or, if there is no such date, the date
of recordation. No such change of ownership will affect, or
prejudice Lincoln Life as to, any payment made or action
taken by Lincoln Life before it was recorded. Lincoln Life
may require that the Policy be submitted to it for
endorsement before making a change.

LAPSE AND REINSTATEMENT

LAPSE OF A POLICY

Except as provided by the No Lapse Provision, if at any time
the Net Accumulation Value is insufficient to pay the
Monthly Deduction, the Policy is subject to lapse and
automatic termination of all coverage under the Policy. The
Net Accumulation Value may be insufficient (1) because it
has been exhausted by earlier deductions, (2) due to poor
investment performance, (3) due to partial surrenders, (4)
due to indebtedness for Policy Loans, or (5) because of some
combination of the foregoing factors. If Lincoln Life has
not received a Premium Payment or payment of indebtedness on
Policy Loans necessary so that the Net Accumulation Value is
sufficient to pay the Monthly Deduction Amount on a Monthly
Anniversary Day, Lincoln Life will send a written notice to
the Owner and any assignee of record. The notice will state
the amount of the Premium Payment or payment of indebtedness
on Policy Loans necessary such that the Net Accumulation
Value is at least equal to two times the Monthly Deduction
Amount. If the minimum required amount set forth in the
notice is not paid to Lincoln Life on or before the day that
is the later of (a) 31 days after the date of mailing of the
notice, and (b) 61 days after the date of the Monthly
Anniversary Day with respect to which such notice was sent
(together, the "GRACE PERIOD"), then the policy shall
terminate and all coverage under the policy shall lapse
without value.

NO LAPSE PROVISION

If this Policy has a No Lapse Premium shown on the
specifications, this policy will not lapse if, at each
Monthly Anniversary Day, the sum of all Premium Payments
less any

29
<PAGE>
policy loans (including any accrued loan interest) and
partial surrenders is at least equal to the sum of the No
Lapse Premiums (as indicated in the Policy Specifications)
due since the Date of Issue of the Policy. A Grace Period
will be allotted after each Monthly Anniversary Day on which
insufficient premiums have been paid (see preceding
paragraph). The payment of sufficient additional premiums
during the Grace Period will keep the No Lapse Provision in
force.

The No Lapse Provision will be terminated if the Owner fails
to meet the premium requirements, if there is an increase in
Specified Amount or if the Owner changes the Death Benefit
Option. Once the No Lapse Provision is terminated, it cannot
be reinstated.

REINSTATEMENT OF A LAPSED POLICY

After the policy has lapsed due to the failure to make a
necessary payment before the end of an applicable Grace
Period, the policy may be reinstated provided (a) the policy
has not been surrendered, (b) there is an application for
reinstatement in proper written form, (c) evidence of
insurability of the insured is furnished to Lincoln Life and
it agrees to accept the risk, (d) Lincoln Life receives a
payment sufficient to keep the Policy in force for at least
two months, and (e) any accrued loan interest is paid. The
effective date of the reinstated policy shall be the Monthly
Anniversary Day after the date on which Lincoln Life
approves the application for reinstatement. Surrender
Charges will be reinstated as of the Policy Year in which
the Policy lapsed.

If the Policy is reinstated, such reinstatement is effective
on the Monthly Anniversary Day following Lincoln Life
approval. The Accumulation Value at reinstatement will be
the Net Premium Payment then made less all Monthly
Deductions due.

If the Surrender Value is not sufficient to cover the full
Surrender Charge at the time of lapse, the remaining portion
of the Surrender Charge will also be reinstated at the time
of Policy reinstatement.

The No Lapse Provision cannot be reinstated.

COMMUNICATIONS WITH LINCOLN LIFE

PROPER WRITTEN FORM

Whenever this Prospectus refers to a communication "IN
PROPER WRITTEN FORM," it means a written document, in form
and substance reasonably satisfactory to Lincoln Life,
received at the Administrative Office.

TELEPHONE TRANSACTION PRIVILEGES

Telephone transactions are permitted only if authorized in
proper written form by the applicant or Owner. To effect a
permitted telephone transaction, the Owner or his or her
authorized representative must call the Administrative
Office and provide, as identification, his or her policy
number, a requested portion of his or her Social Security
number, and such other information as Lincoln Life may
require to authenticate the authority of the caller. If
permitted and adequately authenticated, a customer service
representative will accept the telephone transaction
request. Lincoln Life disclaims all liability for losses
resulting from unauthorized or fraudulent telephone
transactions, but acknowledges that if it does not follow
these procedures, which it believes to be reasonable, it may
be liable for such losses.

30
<PAGE>
OTHER POLICY PROVISIONS

ISSUANCE

A Policy may only be issued upon receipt of satisfactory
evidence of insurability, and generally only when the
Insured is at least Age 18 and at most Age 80.

DATE OF COVERAGE

The date of coverage will be the Date of Issue, provided the
Insured is alive and prior to any change in the health and
insurability of the Insured as represented in the
application.

RIGHT TO EXCHANGE THE POLICY

The Owner may, within the first two Policy Years, exchange
the Policy for a permanent life insurance policy then being
offered by Lincoln Life. The benefits for the new policy
will not vary with the investment experience of the Variable
Account. The exchange must be elected within 24 months from
the Date of Issue. No evidence of insurability will be
required.

The Owner, the Insured and the Beneficiary under the new
policy will be the same as those under the exchanged Policy
on the date of the exchange. The Accumulation Value under
the new Policy will be equal to the Accumulation Value under
the old Policy on the date the exchange request is received.
The new policy will have a Death Benefit on the exchange
date not more than the Death Benefit of the original Policy
immediately prior to the exchange date. If the Accumulation
Value is insufficient to support the Death Benefit, the
Owner will be required to make additional Premium Payments
in order to effect the exchange. The new Policy will have a
Date of Issue and Issue Age as of the date of exchange. The
initial Specified Amount and any increases in Specified
Amount will have the same rate class as those of the
original Policy. Any indebtedness may be transferred to the
new policy.

The exchange may be subject to an equitable adjustment in
rates and values to reflect variances, if any, in the rates
and values between the two Policies. After adjustment, if
any excess is owed the Owner, Lincoln Life will pay the
excess to the Owner in cash. The exchange may be subject to
federal income tax withholding.

INCONTESTABILITY

Lincoln Life will not contest payment of the Death Benefit
Proceeds based on the initial Specified Amount after the
Policy has been in force during the Insured's lifetime for
two years from the Date of Issue. For any increase in
Specified Amount requiring evidence of insurability, Lincoln
Life will not contest payment of the Death Benefit Proceeds
based on such an increase after it has been in force for two
years from its effective date.

MISSTATEMENT OF AGE OR GENDER

If the Age or gender of the Insured has been misstated, the
affected benefits will be adjusted. The amount of the Death
Benefit Proceeds will be 1. multiplied by 2. and then the
result added to 3. where:
1. is the Net Amount at Risk at the time of the Insured's
Death;

31
<PAGE>
2. is the ratio of the monthly Cost of Insurance applied in
the Policy month of death to the monthly Cost of
Insurance that should have been applied at the true Age
and gender in the Policy month of death; and
3. is the Accumulation Value at the time of the Insured's
Death.

SUICIDE

If the Insured dies by suicide, while sane or insane, within
two years from the Date of Issue, Lincoln Life will pay no
more than the sum of the premiums paid, less any
indebtedness and the amount of any partial surrenders. If
the Insured dies by suicide, while sane or insane, within
two years from the date an application is accepted for an
increase in the Specified Amount, Lincoln Life will pay no
more than a refund of the monthly charges for the cost of
such additional benefit.

NONPARTICIPATING POLICIES

These are nonparticipating Policies on which no dividends
are payable. These Policies do not share in the profits or
surplus earnings of Lincoln Life.

RIDERS

A Waiver of Monthly Deduction Rider may be added to the
Policy. Under this Rider, Lincoln Life will maintain the
Death Benefit by paying covered monthly deductions during
periods of disability. Rider availability may vary by state.

TAX ISSUES

TAX TREATMENT OF DEATH BENEFIT

The death proceeds payable under a Policy are excludable
from gross income of the Beneficiary under Section 101 of
the Code.

FEDERAL INCOME TAX CONSIDERATIONS

The Policies offered by this Prospectus may or may not be
issued as modified endowment contracts. Lincoln Life will
monitor premiums paid and will notify the Owner when the
Policy is in jeopardy of becoming a modified endowment
contract. If a Policy is not a modified endowment contract,
a cash distribution during the first 15 years after

32
<PAGE>
a Policy is issued which causes a reduction in death
benefits may still become fully or partially taxable to the
Owner pursuant to Section 7702(f)(7) of the Code. The Owner
should carefully consider this potential effect and seek
further information before initiating any changes in the
terms of the Policy. Under certain conditions, a Policy may
become a modified endowment contract as a result of a
material change or a reduction in benefits as defined by
Section 7702A(c) of the Code. Lincoln Life will monitor
compliance with these tests.

In addition to meeting the tests required under Section 7702
and Section 7702A, Section 817(h) of the Code requires that
the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations issued by the
Secretary of the Treasury set the standards for measuring
the adequacy of this diversification. A variable life
insurance policy that is not adequately diversified under
these regulations would not be treated as life insurance
under Section 7702 of the Code. To be adequately
diversified, each Variable Sub-Account must meet certain
tests. Lincoln Life believes the Variable Account
investments meet the applicable diversification standards.

Should the Secretary of the Treasury issue additional rules
or regulations limiting the number of funds, transfers
between funds, exchanges of funds or changes in investment
objectives of funds such that the Policy would no longer
qualify as life insurance under Section 7702 of the Code,
Lincoln Life reserves the right to take steps required to
remain in compliance.

Lincoln Life will monitor compliance with these regulations
and, to the extent necessary, will change the objectives or
assets of the Variable Sub-Account investments to remain in
compliance. Lincoln Life also reserves the right to make
changes in this Policy or to make distributions from the
Policy to the extent it deems necessary, in its sole
discretion, to continue to qualify this Policy as life
insurance.

A total surrender or termination of the Policy by lapse may
have adverse tax consequences. If the amount received by the
Owner plus total Policy indebtedness exceeds the premiums
paid into the Policy, the excess will generally be treated
as taxable income, whether or not the Policy is a modified
endowment contract.

Federal estate and state and local estate, inheritance and
other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Owner or
Beneficiary.

TAXATION OF LINCOLN LIFE

Lincoln Life is taxed as a life insurance company under the
Code. Since the Variable Account is not a separate entity
from Lincoln Life and its operations form a part of Lincoln
Life, it will not be taxed separately as a "regulated
investment company" under Sub-chapter M of the Code.
Investment income and realized capital gains on the assets
of the Separate Account are reinvested and taken into
account in determining the value of Variable Accumulation
Units.

33
<PAGE>
OTHER CONSIDERATIONS

FAIR VALUE OF THE POLICY

It is sometimes necessary for tax and other reasons to
determine the "fair value" of the Policy. The fair value of
the Policy is measured differently for different purposes.
It is not necessarily the same as the Accumulation Value or
the Net Accumulation Value, although the amount of the Net
Accumulation Value will typically be important in valuing
the Policy for this purpose. For some but not all purposes,
the fair value of the Policy may be the Surrender Value of
the Policy. The fair value of the Policy may be impacted by
developments other than the performance of the underlying
investments. For example, without regard to any other
factor, it increases as the Insured grows older. Moreover,
on the death of the Insured, it tends to increase
significantly. The Owner should consult with his or her
advisors for guidance as to the appropriate methodology for
determining the fair value of the Policy for a particular
purpose.

DISTRIBUTION OF POLICIES

Lincoln Life intends to offer the Policy in all
jurisdictions where it is licensed to do business. Lincoln
Life, the principal underwriter for the Policies, is
registered with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 as a broker-dealer and
is a member of the National Association of Securities
Dealers ("NASD"). The principal business address of Lincoln
Life is 1300 South Clinton Street, Fort Wayne, IN 46802.

The Policy will be sold by individuals, who in addition to
being licensed as life insurance agents for Lincoln Life,
are also registered representatives. These representatives
may receive commission and service fees up to 60% of the
first year premium, plus up to 5% of all other premiums
paid. In lieu of premium-based commission, Lincoln Life may
pay equivalent amounts based on Accumulation Value. The
selling office receives additional compensation on the first
year premium and all additional premiums. In some
situations, the selling office may elect to share its
commission with the registered representative. Selling
representatives are also eligible for bonuses and non-cash
compensation if certain production levels are reached. All
compensation is paid from Lincoln Life's resources, which
include sales charges made under this Policy.

CHANGES OF INVESTMENT POLICY

Lincoln Life may materially change the investment policy of
the Variable Account. Lincoln Life must inform the Owners
and obtain all necessary regulatory approvals. Any change
must be submitted to the various state insurance departments
which shall disapprove it if deemed detrimental to the
interests of the Owners or if it renders Lincoln Life's
operations hazardous to the public. If an Owner objects, the
Policy may be converted to a substantially comparable fixed
benefit life insurance policy offered by Lincoln Life on the
life of the Insured. The Owner has the later of 60 days (6
months in Pennsylvania) from the date of the investment
policy change or 60 days (6 months in Pennsylvania) from
being informed of such change to make this conversion.
Lincoln Life will not require evidence of insurability for
this conversion.

34
<PAGE>
The new policy will not be affected by the investment
experience of any separate account. The new policy will be
for an amount of insurance not exceeding the Death Benefit
of the Policy converted on the date of such conversion.

OTHER CONTRACTS ISSUED BY LINCOLN LIFE

Lincoln Life from time to time offers other variable annuity
contracts and variable life insurance policies with benefits
which vary in accordance with the investment experience of a
separate account of Lincoln Life.

STATE REGULATION

Lincoln Life is subject to the laws of Indiana governing
insurance companies and to regulation by the Indiana
Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year
covering the operation of Lincoln Life for the preceding
year and its financial condition as of the end of such year.
Regulation by the Insurance Department includes periodic
examination to determine Lincoln Life's contract liabilities
and reserves so that the Insurance Department may certify
the items are correct. Lincoln Life's books and accounts are
subject to review by the Insurance Department at all times
and a full examination of its operations is conducted
periodically by the Indiana Department of Insurance. Such
regulation does not, however, involve any supervision of
management or investment practices or policies.

A blanket bond with a per event limit of $25 million and an
annual policy aggregate limit of $50 million covers all of
the officers and employees of the Company.

REPORTS TO OWNERS

Lincoln Life maintains Policy records and will mail to each
Owner, at the last known address of record, an annual
statement showing the amount of the current Death Benefit,
the Accumulation Value, and Surrender Value, premiums paid
and monthly charges deducted since the last report, the
amounts invested in each Sub-Account and any Loan Account
Value.

Owners will also be sent annual reports containing financial
statements for the Variable Account and annual and
semi-annual reports of the Funds as required by the 1940
Act.

In addition, Owners will receive statements of significant
transactions, such as changes in Specified Amount, changes
in Death Benefit Option, transfers among Sub-Accounts,
Premium Payments, loans, loan repayments, reinstatement and
termination.

ADVERTISING

Lincoln Life is also ranked and rated by independent
financial rating services, including Moody's, Standard &
Poor's, Duff & Phelps and A.M. Best Company. The purpose of
these ratings is to reflect the financial strength or
claims-paying ability of Lincoln Life. The ratings are not
intended to reflect the investment experience or financial
strength of the Separate Account. Lincoln Life may advertise
these ratings from time to time. In addition, Lincoln Life
may include in certain advertisements, endorsements in the
form of a list of organizations, individuals or other
parties which recommend Lincoln Life or the Policies.
Furthermore, Lincoln Life may occasionally include in
advertisements comparisons of currently taxable and tax
deferred investment programs, based on selected tax
brackets, or discussions of alternative investment vehicles
and general economic conditions.

35
<PAGE>
LEGAL PROCEEDINGS

During the 1990's, class action lawsuits alleging sales
practices fraud have been filed against many life insurance
companies, and Lincoln Life has not been immune. Several
lawsuits involve alleged fraud in the sale of
interest-sensitive universal and whole life insurance
policies. Certain of these suits have been filed as class
actions against Lincoln Life, although as of the date of
this Prospectus the court had not certified a class in any
of them. Plaintiffs seek unspecified damages and penalties
for themselves and on behalf of the putative class. Although
the relief sought in these cases is substantial, the cases
are in the early stages of litigation, and it is premature
to make assessments about potential loss, if any. Management
denies these allegations and intends to defend these suits
vigorously. The amount of liability, if any, which may arise
as a result of these suits (exclusive of any indemnification
from professional liability insurers) cannot be reasonably
estimated at this time.

EXPERTS

The statutory-basis financial statements and schedules of
Lincoln Life appearing in this prospectus and registration
statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report which
also appears elsewhere in this document and in the
registration statement. The financial statements and
schedules audited by Ernst & Young LLP have been included in
this document in reliance on their report given on their
authority as experts in accounting and auditing.

Actuarial matters included in this prospectus have been
examined by Vaughn W. Robbins, FSA as stated in the opinion
filed as an exhibit to the registration statement.

Legal matters in connection with the Policies described
herein are being passed upon by Robert A. Picarello, Esq.,
as stated in the opinion filed as an exhibit to the
registration statement.

REGISTRATION STATEMENT

36
<PAGE>
APPENDIX 1

PREPARING FOR YEAR 2000

37
<PAGE>
APPENDIX 2

DIRECTORS AND OFFICERS OF LINCOLN LIFE

JOHN GOTTA Vice President and General Manager [1/98-present]
SENIOR VICE PRESIDENT Lincoln National Life Insurance Co. Formerly: Senior
AND ASSISTANT SECRETARY Vice President, Connecticut General Life Insurance
350 Church Street Company [3/96-12/97]; Vice President, Connecticut
Hartford, CT 06103 Mutual Life Insurance Company [8/94-3/96]; Vice
President, CIGNA [3/93-8/94]

STEPHEN H. LEWIS Senior Vice President, [5/94-present] Lincoln
SENIOR VICE PRESIDENT National Life Insurance Co. Formerly: President
[2/85-5/94], First Penn-Pacific Life Insurance Co.

ARTHUR S. ROSS Vice President, Lincoln National Life Insurance Co.
VICE PRESIDENT

38
<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND
POSITION(S) WITH REGISTRANT PRINCIPAL OCCUPATIONS LAST FIVE YEARS
- --------------------------------- ----------------------------------------------------
<S> <C>
KEITH J. RYAN Senior Vice President (formerly Vice President),
SENIOR VICE PRESIDENT, CHIEF Chief Financial Officer and Assistant Treasurer
FINANCIAL OFFICER AND ASSISTANT [1/96-present]. Formerly: Controller [6/95-12/95],
TREASURER Business Controls Director [11/90-6/95], Lincoln
National Life Insurance Co.

MICHAEL R. WALKER Vice President [1/96-present], Lincoln National Life
VICE PRESIDENT Insurance Co. Formerly: Vice President [3/93-1/96],
Employers Health Insurance Co.

39
<PAGE>
APPENDIX 3

GUARANTEED MAXIMUM COST OF INSURANCE RATES

The Guaranteed Maximum Cost of Insurance Rates, per $1,000
of Net Amount at Risk, for standard risks are set forth in
the following Table based on the 1980 Commissioners Standard
Ordinary Mortality Tables, Age Nearest Birthday (1980 CSO);
or for unisex rates, on the 1980 CSO-B Table.
<TABLE>
<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
(NEAREST MONTHLY MONTHLY MONTHLY
BIRTHDAY) RATE RATE RATE
- ----------- --------- --------- ---------
<S> <C> <C> <C>
0 0.34845 0.24089 0.32677
1 0.08917 0.07251 0.08667
2 0.08251 0.06750 0.07917
3 0.08167 0.06584 0.07834
4 0.07917 0.06417 0.07584