LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
497, 1999-10-27
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<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

<TABLE>
<S>                                 <C>
HOME OFFICE LOCATION:               ADMINISTRATIVE OFFICE
1300 SOUTH CLINTON STREET           PERSONAL SERVICE CENTER MVLI
P.O. BOX 1110                       350 CHURCH STREET
FORT WAYNE, INDIANA 46802           HARTFORD, CT 06103-1106
(800) 942-5500                      (800) 444-2363
</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", "Company", "we", "us", "our").

    The Policy features flexible premium payments; a choice of one of two death
benefit options; and a choice of underlying investment options.

    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.

    The mutual funds ("Funds") available through our Flexible Premium Variable
Life Account M ("Separate Account") are:

AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Growth Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund

AMERICAN VARIABLE INSURANCE SERIES
Global Small Capitalization Fund -- Class 2
Growth Fund -- Class 2
Growth-Income Fund -- Class 2
BARON CAPITAL FUNDS TRUST
Baron Capital Asset Fund -- Insurance Shares

BT INSURANCE FUNDS TRUST
EAFE-Registered Trademark- Equity Index Fund
Equity 500 Index Fund
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
Janus Aspen Series Balanced Portfolio
Janus Aspen Series Worldwide Growth Portfolio

LINCOLN NATIONAL (LN)
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
Templeton International Fund -- Class 2
Templeton Stock Fund -- Class 2

TO BE VALID, THIS PROSPECTUS MUST HAVE THE CURRENT MUTUAL FUNDS' PROSPECTUSES
WITH IT. KEEP ALL FOR FUTURE REFERENCE.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS A
CRIMINAL OFFENSE TO STATE OTHERWISE.

THIS POLICY MAY NOT BE AVAILABLE IN ALL STATES. THIS PROSPECTUS ONLY OFFERS THE
POLICY FOR SALE IN JURISDICTIONS WHERE ITS OFFER AND SALE ARE LAWFUL.

                       PROSPECTUS DATED: OCTOBER 4, 1999
<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
  No Lapse Provision..................       4
  Charges and Fees....................       5
  Fund Expenses.......................       5
  Changes in Specified Amount.........       8
LINCOLN LIFE, THE SEPARATE ACCOUNT AND
 THE GENERAL ACCOUNT..................       8
BUYING VARIABLE LIFE INSURANCE........       9
  Replacements........................      10
APPLICATION...........................      10
OWNERSHIP.............................      11
BENEFICIARY...........................      11
THE POLICY............................      12
  Policy Specifications...............      12
PREMIUM FEATURES......................      12
  Planned Premiums Additional
   Premiums...........................      12
  Limits on Right to Make Payments of
   Additional and Planned Premiums....      13
  Premium Load; Net Premium Payment...      13
RIGHT-TO-EXAMINE PERIOD...............      13
TRANSFERS AND ALLOCATION AMONG
ACCOUNTS..............................      13
  Allocation of Net Premium
   Payments...........................      13
  Transfers...........................      13
  Optional Sub-Account Allocation
   Programs...........................      14
    Dollar Cost Averaging.............      14
    Automatic Rebalancing.............      15
POLICY VALUES.........................      15
  Accumulation Value..................      15
  Separate Account Value..............      15
    Variable Accumulation Unit
     Value............................      16
    Variable Accumulation Units.......      16
  Fixed Account and Loan Account
   Value..............................      16
  Net Accumulation Value..............      16
FUNDS.................................      17
  Substitution of Securities..........      22
  Voting Rights.......................      22
  Fund Participation Agreements.......      22
CHARGES AND FEES......................      22
  Deductions Made Monthly.............      22
    Administrative Expenses...........      23
    Cost of Insurance Charge..........      23
  Mortality and Expense Risk Charge...      23
  Surrender Charges...................      24
  Reduction of Charges -- Purchases on
   a Case Basis; Exchanges............      24
  Transaction Fee for Excess
   Transfers..........................      25
DEATH BENEFITS........................      25
  Death Benefit Options...............      25
  Changes in Death Benefit Options and
   Specified Amount...................      26
  Federal Income Tax Definition of
   Life Insurance.....................      26
</TABLE>

<TABLE>
<CAPTION>
CONTENTS                                  PAGE
- --------                                  ----
<S>                                     <C>
NOTICE OF DEATH OF INSURED............      27
PAYMENT OF DEATH BENEFIT PROCEEDS.....      27
  Settlement Options..................      27
POLICY LIQUIDITY......................      28
  Policy Loans........................      28
  Partial Surrender...................      28
  Surrender of the Policy.............      29
  Surrender Value.....................      29
  Deferral of Payment and Transfers...      29
ASSIGNMENT; CHANGE OF OWNERSHIP.......      29
LAPSE AND REINSTATEMENT...............      30
  Lapse of a Policy...................      30
  No Lapse Provision..................      30
  Reinstatement of a Lapsed Policy....      31
COMMUNICATIONS WITH LINCOLN LIFE......      31
  Proper Written Form.................      31
  Telephone Transaction Privileges....      31
OTHER POLICY PROVISIONS...............      31
  Issuance............................      31
  Date of Coverage....................      32
  Incontestability....................      32
  Misstatement of Age or Gender.......      32
  Suicide.............................      32
  Nonparticipating Policies...........      32
  Riders..............................      32
TAX ISSUES............................      32
  Tax Treatment of Death Benefit......      32
  Federal Income Tax Considerations...      33
  Taxation of Lincoln Life............      34
  Other Considerations................      34
FAIR VALUE OF THE POLICY..............      34
DIRECTORS AND OFFICERS OF LINCOLN
 LIFE.................................      34
DISTRIBUTION OF POLICIES..............      36
CHANGES OF INVESTMENT POLICY..........      36
OTHER CONTRACTS ISSUED BY LINCOLN
 LIFE.................................      37
STATE REGULATION......................      37
REPORTS TO OWNERS.....................      37
ADVERTISING...........................      37
PREPARING FOR YEAR 2000...............      38
LEGAL PROCEEDINGS.....................      39
EXPERTS...............................      39
REGISTRATION STATEMENT................      40
APPENDIX 1: MONTHLY CHARGE............      41
APPENDIX 2: GUARANTEED MAXIMUM COST OF
 INSURANCE RATES......................      42
APPENDIX 3: ILLUSTRATION OF SURRENDER
 CHARGES..............................      43
APPENDIX 4: CORRIDOR PERCENTAGES......      45
APPENDIX 5: ILLUSTRATION OF
 ACCUMULATION VALUES, SURRENDER VALUES
 AND DEATH BENEFIT PROCEEDS...........      46
FINANCIAL STATEMENTS
  SEPARATE ACCOUNT 12/31/98...........     M-1
  LINCOLN LIFE 12/31/98...............     S-1
  SEPARATE ACCOUNT 6/30/99............     I-1
  LINCOLN LIFE 6/30/99................     L-1
</TABLE>

2
<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 under which flexible premium payments are
                    permitted and the Death Benefit and Policy values may vary
                    with the investment performance of the funding option(s)
                    selected. Its value may change on a:

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

                    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.

                    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 four important
                    choices to make when the Policy is first purchased. You need
                    to choose:

                    1) one of the two Death Benefit Options;
                    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.
                    4) whether to elect the No Lapse Provision.

                    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. We calculate 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, less
                    any indebtedness and partial surrenders (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,
                    less any loan interest accrued, but not yet charged, when
                    the Insured died; or
                    2) the Corridor Death Benefit.

                                                                               3
<PAGE>
                    (The "Net Accumulation Value" is the total of the balances
                    in the Fixed Account and the Separate Account. It does not
                    include any outstanding Loan Account amounts).

                    See page 25.

                    If you have borrowed against your Policy or surrendered a
                    portion of your Policy, your Death Benefit will be reduced
                    by the Loan Account balance, by any loan interest accrued,
                    but not yet charged, 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 13.

                    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 23)
                    increase as the Insured gets older.

                    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 while the No Lapse Provision is in effect, the
                    Owner has met the No Lapse Premium Requirement. See
                    page 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" period. Use this time to
                    review your Policy and make sure it meets your needs. During
                    this period, your Initial Premium Payment will be deposited
                    in the Money Market Sub-Account. If you then decide you do
                    not want your Policy, we will return all Premium Payments to
                    you with no interest paid. See page 13.

                    SELECTION OF FUNDING VEHICLES

                    This Prospectus focuses on the Separate 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 must choose the Fund(s) in which you want to place each
                    Net Premium Payment. The Sub-Accounts make up the Separate
                    Account. Each Sub-Account invests in shares of a certain
                    Fund. A Sub-Account is not guaranteed and will increase or
                    decrease in value according to the particular Fund's
                    investment performance. See page 17.

                    You may also use our Fixed Account to fund your Policy. Net
                    Premium payments put into the Fixed Account:

                     - become part of our 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 our discretion. For
                    additional information on the Fixed Account, see page 9.

                    NO LAPSE PROVISION

                    If elected on the application, this policy contains a
                    ten-year "No Lapse Provision". This means that the Policy
                    will not lapse during its first ten years 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 for ten years

4
<PAGE>
                    even though your Net Accumulation Value is insufficient to
                    pay your current Monthly Deductions. Loans or Partial
                    Surrenders may jeopardize the No Lapse Provision. See
                    page 30. Availability of the No Lapse Provision may vary in
                    some states.

                    CHARGES AND FEES (Fees Charged by the Company)

                    We deduct charges in connection with the Policy to
                    compensate us for providing the Policy's insurance benefit,
                    administering the Policy, assuming certain risks under the
                    Policy and for sales-related expenses we incur.

                    DEDUCTION FROM PREMIUM PAYMENTS. We deduct a premium charge
                    of 5% from each Premium Payment.

                    MONTHLY DEDUCTION. There is a Monthly Deduction which
                    includes administrative expenses, a cost of insurance charge
                    and charges for riders that are placed on your policy.

                        ADMINISTRATIVE EXPENSES. We deduct a flat dollar Monthly
                        Deduction of $10 for administrative expenses.

                        In addition, for the first two Policy Years, we deduct a
                        monthly charge per $1,000 of Specified Amount. This
                        monthly charge will vary with the insured's age as
                        described on page 23 and as shown in Appendix 1. This
                        monthly charge also applies, for 24 months, to any
                        increase in Specified Amount.

                        The maximum for this additional monthly charge would be
                        $0.4242 per $1,000 of Specified Amount. This would apply
                        only if the insured's age as of the birth date nearest
                        the Policy's issue date (or increase in specified
                        amount) is 81 or older.

                        COST OF INSURANCE CHARGE. A monthly deduction is made
                        for the Cost of Insurance charge. This charge varies by
                        policy duration and insured's age, gender and premium
                        class. The maximum monthly deductions are listed in
                        Appendix 2.

                    Mortality and Expense Risk Charge. We make daily charges
                    against the Separate Account for mortality and expense risk.
                    This charge is guaranteed at an annual rate of 0.90% for
                    Policy Years 1-19 and 0.20% for Policy Years 20 and beyond.

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

                    SURRENDER CHARGES. FULL SURRENDER. If you totally surrender
                    your Policy within the first 15 Policy Years, the Surrender
                    Charge is the amount retained by us. Calculation of the
                    Surrender Charge is described in Appendix 3. This charge is
                    based on age, gender and policy duration. The maximum
                    Surrender Charge will never exceed $46.82 per $1,000 of
                    Specified Amount. PARTIAL SURRENDER. Each time you request a
                    partial surrender of your Policy, we charge you $25, but not
                    more than 2% of the amount withdrawn. See page 24.

                    Loans. You may borrow within described limits against the
                    Policy. If you borrow against your Policy, interest will be
                    charged on the Loan Account Value at an annual interest rate
                    of 8%. As a benefit to you Lincoln Life will credit interest
                    of 7% per year on the Loan Account Value. See page 28.

                    REDUCTION OF CHARGES. Charges and fees may be reduced in
                    some circumstances. See page 24.

                    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 asset
                    management fees of the investment advisor (Management Fees),
                    and other expenses incurred by the funds (including 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. Future Fund expenses will vary.

                                                                               5
<PAGE>
                            PORTFOLIO EXPENSE TABLE

<TABLE>
<CAPTION>
                                                                                               TOTAL
                                                                                               ANNUAL
                                                                                                FUND                   TOTAL FUND
                                                                                             OPERATING                 OPERATING
                                                                                              EXPENSES      TOTAL       EXPENSES
                                                                                              WITHOUT      WAIVERS        WITH
                                                         MANAGEMENT     12B-1      OTHER     WAIVERS OR      AND       WAIVERS OR
                                       FUND                 FEES         FEES     EXPENSES   REDUCTIONS   REDUCTIONS   REDUCTIONS
                            ---------------------------  -----------   --------   --------   ----------   ----------   ----------
                            <S>                          <C>           <C>        <C>        <C>          <C>          <C>
                            AIM V.I. Growth Fund.......     0.64%          --       0.08%       0.72%          --         0.72%
                            AIM V.I. International
                              Equity Fund..............     0.75%          --       0.16%       0.91%          --         0.91%
                            AIM V.I. Value Fund........     0.61%          --       0.05%       0.66%          --         0.66%
                            AVIS Global Small
                              Capitalization (13)......      .79%         .25%      0.03%       1.07%          --         1.07%
                            AVIS Growth................      .40%         .25%      0.01%       0.66%          --         0.66%
                            AVIS Growth-Income.........      .35%         .25%      0.01%       0.61%          --         0.61%
                            Baron Capital Asset
                              Fund--Insurance Shares
                              (1)......................     1.00%        0.25%      6.37%       7.62%       (6.17%)       1.45%
                            BT EAFE Index Fund (2).....     0.45%          --       1.21%       1.66%       (1.01%)       0.65%
                            BT Equity 500 Index Fund
                              (2)......................     0.20%          --       0.99%       1.19%       (0.89%)       0.30%
                            BT Small Cap Index Fund
                              (2)......................     0.35%          --       1.23%       1.58%       (1.13%)       0.45%
                            Delaware Group Delchester
                              Series (3)...............     0.65%          --       0.10%       0.75%          --         0.75%
                            Delaware Group Devon
                              Series (3)...............     0.65%          --       0.06%       0.71%          --         0.71%
                            Delaware Group Emerging
                              Markets Series (4).......     1.25%          --       0.42%       1.67%       (0.17%)       1.50%
                            Delaware Group REIT
                              Series (5)...............     0.75%          --       0.27%       1.02%       (0.17%)       0.85%
                            Delaware Group Small Cap
                              Value Series (6).........     0.75%          --       0.10%       0.85%          --         0.85%
                            Delaware Group Trend
                              Series (6)...............     0.75%          --       0.10%       0.85%       (0.04%)       0.81%
                            Fidelity VIPII Contrafund
                              Portfolio -- Service
                              Class (7)................     0.59%        0.10%      0.11%       0.80%          --         0.80%
                            Fidelity VIPIII Growth
                              Opportunities Portfolio
                              -- Service Class (7).....     0.59%        0.10%      0.11%       0.80%          --         0.80%
                            Janus Aspen Series Balanced
                              Portfolio (8)............     0.72%          --       0.02%       0.74%          --         0.74%
                            Janus Aspen Series
                              Worldwide
                              Growth Portfolio (8).....     0.67%          --       0.07%       0.74%       (0.02%)       0.72%
                            LN Bond Fund...............     0.44%          --       0.13%       0.57%          --         0.57%
                            LN Capital Appreciation
                              Fund.....................     0.76%          --       0.07%       0.83%          --         0.83%
                            LN Equity-Income Fund......     0.72%          --       0.07%       0.79%                     0.79%
                            LN Global Asset Allocation
                              Fund.....................     0.72%          --       0.19%       0.91%          --         0.91%
                            LN Money Market Fund.......     0.48%          --       0.11%       0.59%          --         0.59%
                            LN Social Awareness Fund...     0.34%          --       0.04%       0.38%          --         0.38%
                            MFS Emerging Growth
                              Series (9)...............     0.75%          --       0.10%       0.85%          --         0.85%
                            MFS Total Return
                              Series (9)...............     0.75%          --       0.16%       0.91%          --         0.91%
                            MFS Utilities
                              Series (9)...............     0.75%          --       0.26%       1.01%          --         1.01%
                            AMT Mid-Cap Growth
                              Portfolio (10)(11).......     0.85%          --       0.58%       1.43%       (0.43%)       1.00%
                            AMT Partners Portfolio
                              (10)(11).................     0.78%          --       0.06%       0.84%          --         0.84%
                            Templeton International
                              Fund -- Class 2 (12).....     0.69%        0.25%      0.17%       1.11%          --         1.11%
                            Templeton Stock Fund --
                              Class 2 (12).............     0.70%        0.25%      0.19%       1.14%          --         1.14%
</TABLE>

                     ---------------------------------------------------
                     (1) The Adviser is contractually obligated to 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 of assets in the Fund, 1.35% for Fund
                         assets over $250 million, and 1.25% for Fund assets
                         over $500 million. Without the expense limitations,
                         total operating expenses for the Fund for the period
                         October 1, 1998 through December 31, 1998 would have
                         been 7.62%

                     (2) Under the Advisory Agreement with Bankers Trust Company
                         (the "Advisor"), the Funds will pay an advisory fee at
                         an annual percentage rate of 0.45%, 0.20% and 0.35% of
                         the average daily net assets of the Funds for the EAFE
                         Equity Index Fund, Equity 500 Index Fund and Small Cap
                         Index Fund, respectively. These fees are accrued daily
                         and paid monthly. The Advisor has voluntarily
                         undertaken to waive its fees

6
<PAGE>
                         and to reimburse the Funds for certain expenses so that
                         the Funds' total operating expenses will not exceed
                         0.65%, 0.30% and 0.45% of average daily net assets for
                         the EAFE Equity Index Fund, Equity 500 Index Fund and
                         Small Cap Index Fund, respectively.

                     (3) The investment advisor for the Devon Series and
                         Delchester Series is Delaware Management Company, Inc.
                         ("DMC"). Effective May 1, 1999 through October 31,
                         1999, DMC has voluntarily agreed to waive its
                         management fees and reimburse each Series for expenses
                         to the extent that total expenses will not exceed 0.80%
                         for the Devon Series and 0.80% for the Delchester
                         Series. Pursuant to a vote of the Fund's shareholders
                         on March 17, 1999, a new management fee structure based
                         on average daily net assets was approved as follows:
                         0.65% on the first $500 million, 0.60% on the next
                         $500 million, 0.55% on the next $1,500 million, 0.50%
                         on assets in excess of $2,500 million; all per year.

                     (4) The investment advisor for the Emerging Markets Series
                         is Delaware International Advisors, Limited ("DIAL").
                         Effective May 1, 1999 through October 31, 1999, DIAL
                         has voluntarily agreed to waive its management fees and
                         reimburse the Series for expenses to the extent that
                         total expenses will not exceed 1.50% for the Emerging
                         Market Series. Pursuant to a vote of the Fund's
                         shareholders on March 17, 1999, a new management fee
                         structure based on average daily net assets was
                         approved as follows: 1.25% on the first $500 million,
                         1.20% on the next $500 million, 1.15% on the next
                         $1,500 million, 1.10% on assets in excess of
                         $2,500 million; all per year.

                     (5) The investment advisor for the REIT Series is Delaware
                         Management Company, Inc. ("DMC"). Effective May 1, 1999
                         through October 31, 1999, DMC has voluntarily agreed to
                         waive its management fees and reimburse the Series for
                         expenses to the extent that total expenses will not
                         exceed 0.85% for the REIT Series. There is no change to
                         the current management fee structure.

                     (6) The investment advisor for the Trend Series and Small
                         Cap Value Series is Delaware Management Company, Inc.
                         ("DMC"). Effective May 1, 1999 through October 31,
                         1999, DMC has voluntarily agreed to waive its
                         management fee and reimburse each Series for expenses
                         to the extent that total expenses will not exceed 0.85%
                         for the Trend Series and 0.85% for the Small Cap Value
                         Series. Pursuant to a vote of the Fund's shareholders
                         on March 17, 1999, a new management fee structure based
                         on average daily net assets was approved as follows:
                         0.75% on the first $500 million, 0.70% on the next $500
                         million, 0.65% on the next $1,500 million, 0.60% on
                         assets in excess of $2,500 million; all per year.

                     (7) A portion of the brokerage commissions that certain
                         funds pay was used to reduce funds expenses. In
                         addition, certain funds, or Fidelity Management &
                         Research on behalf of certain funds, have entered into
                         arrangements with their custodian whereby realized as a
                         result of uninvested cash balances were used to reduce
                         custodian expenses. Including these reductions, the
                         total operating expenses presented in the table would
                         have been 0.75% for the VIP II Contrafund Portfolio and
                         0.79% for the VIP III Growth Opportunities Portfolio.

                     (8) All expenses are stated both with and without
                         contractual waivers and fee reductions by Janus
                         Capital. Fee reductions for the Worldwide Growth and
                         Balanced 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. Janus
                         Capital has agreed to continue the waivers and fee
                         reductions until at least the annual renewal of the
                         advisory agreement.

                     (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
                         disbursing agent. Each series may enter into other such
                         arrangements and directed brokerage arrangements, which
                         would also have the effect of reducing the series'
                         expenses. Expenses do not take into account these
                         expense reductions, and are therefore higher than the
                         actual expenses of the series.

                     (10) Neuberger Berman Advisers Management Trust is divided
                          into portfolios ("Portfolios"), each of which invests
                          all of its net investable assets in a corresponding
                          series ("Series") of Advisers Managers Trust. The
                          figures reported under "Investment Management and
                          Administration Fees" include the aggregate of the
                          administration fees paid by the Portfolio and the
                          management fees paid by its corresponding Series.
                          Similarly, "Other Expenses" includes all other
                          expenses of the Portfolio and its corresponding
                          Series.

                     (11) NBMI has undertaken to reimburse certain operating
                          expenses, including the compensation of NBMI (except
                          with respect to Partners Portfolio) and excluding
                          taxes, interest, extraordinary expenses, brokerage
                          commissions and transaction costs, that exceed, in the
                          aggregate, 1% of the Mid-Cap Growth and Partners
                          Portfolios' average daily net asset value. These
                          expense reimbursement agreements are subject to
                          termination upon 60 days written notice with respect
                          to the Mid-Cap Growth and Partners Portfolios, and
                          there can be no assurance that these policies will be
                          continued thereafter.

                     (12) Class 2 of the Fund has a distribution plan or
                          "Rule 12b-1 plan" which is described in the Fund's
                          prospectus.

                     (13) These expenses are annualized. The Fund did not begin
                          operations until April 30, 1998.

                                                                               7
<PAGE>
                    CHANGES IN SPECIFIED AMOUNT

                    The Initial Specified Amount you choose is the initial Death
                    Benefit.

                    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 26.

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, though our
                    property, are not chargeable with liabilities of any other
                    business of Lincoln Life and are available first to satisfy
                    our obligations under the Policies. Account M income, gains,
                    and losses are credited to or charged against Account M
                    without regard to our other income, gains, or losses. Its
                    values and investment performance are not guaranteed. It is
                    registered with the Securities and Exchange Commission (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 our management, investment
                    practices, or policies. We have numerous other registered
                    separate accounts which fund other 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 Funds available
                    as funding vehicles under the Policies. On each Valuation
                    Day, (any day on which the New York Stock Exchange is open
                    and trading is unrestricted) 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 and their investment objectives, which they may or
                    may not achieve are on pages 17-21. More Fund information is
                    in the Funds' prospectuses, which must accompany or precede
                    this prospectus and should be read carefully. 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. 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.

                    We reserve the right to add, withdraw or substitute Funds,
                    subject to the conditions of the Policy and to compliance
                    with regulatory requirements if, in our sole discretion,
                    legal, regulatory, marketing, tax or investment
                    considerations so warrant or in the event

8
<PAGE>
                    a particular Fund is no longer available 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 us 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 Sub-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. We will
                    credit interest on amounts held in the Fixed Account as we
                    determine 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 No Lapse
                    Provision, while in effect, 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 funding options available, it is possible to fine

                                                                               9
<PAGE>
                    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.

                    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.
                    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 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.

                    There are costs and expenses of variable life insurance
                    ownership which are directly related to Policy values (i.e.
                    asset based costs), as is true with investment in mutual
                    funds or variable annuities. A 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 5) or in personalized illustrations available
                    upon request. Surrender Charges, which decrease over time,
                    are another significant additional cost if the Policy is not
                    retained.

                    REPLACEMENTS

                    Before purchasing the Policy to replace, or to be funded
                    with proceeds borrowed or withdrawn from, an existing life
                    insurance policy, an applicant should consider a number of
                    matters. Will any commission be paid to an agent or any
                    other person with respect to the replacement? Are coverages
                    and comparable values 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. You 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 our
                    application form.

                    A completed application identifies and provides sufficient
                    information about the prospective insured to permit us to
                    begin underwriting the risks under the Policy. We require a
                    medical history and examination of the Insured. We may
                    decline to provide

10
<PAGE>
                    insurance, or 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 and change the Beneficiary, except as state
                    law may restrict, 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 us.

BENEFICIARY

                    The Beneficiary is designated by the Owner or the Applicant
                    to receive the Death Benefit proceeds payable under the
                    Policy. The person or persons named in the application as
                    "Beneficiary" are the Beneficiaries of the Death Benefit
                    under the Policy, unless subsequently changed. Multiple
                    Beneficiaries will be paid in equal shares, unless otherwise
                    specified to us.

                    Except when we have acknowledged an assignment of the Policy
                    or an agreement not to change the Beneficiary, or when state
                    law restricts, the Owner may change the Beneficiary at any
                    time while the Insured is living. Any request for a change
                    in the Beneficiary must be submitted to us in a written form
                    satisfactory to us. When we have 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 us as to
                    any payment made or action taken by us 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 us. 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.

                                                                              11
<PAGE>
THE POLICY

                    The Policy is the life insurance contract described in the
                    Prospectus. The Date of Issue is the date on which we begin
                    life insurance coverage under a Policy, assuming the initial
                    premium has been paid. A Policy Year is each twelve month
                    period, beginning with the Date of Issue, during which the
                    Policy is in effect. The Policy Anniversary is the day of
                    the year the Policy was issued.

                    On issuance, we will deliver a life insurance contract
                    ("Policy") to you. Please 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
                    our books and records. Mere possession of the Policy does
                    not imply ownership rights. If you lose the Policy, we will
                    issue a replacement on request and may charge a 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, if elected.

PREMIUM FEATURES

                    You 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, except to maintain the No Lapse
                    Provision, if elected. (See LAPSE AND REINSTATEMENT No Lapse
                    Provision). The initial Premium Payment is due on the
                    Effective Date (the date on which the initial premium is
                    applied to the Policy) 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 lapsed or been surrendered, there are certain
                    changes under the Policy. We will no longer accept Premium
                    Payments or transfer amounts to the Sub-Accounts, and will
                    make no further monthly deductions. Policy Values held in
                    the Separate Account will be transferred to the Fixed
                    Account. The Policy will remain in force until surrender or
                    the Insured's Death.

                    PLANNED PREMIUMS; ADDITIONAL PREMIUMS

                    "Planned Premiums" are the amount of premiums (as shown in
                    the Policy Specifications) the Applicant chooses to pay on a
                    scheduled basis. This is the amount for which we send a
                    premium reminder notice.

                    Any subsequent Premium Payments ("Additional Premiums") must
                    be sent directly to the Administrative Office. We credit
                    Additional Premiums when we receive them. Premium Payments
                    may be billed annually, semiannually, or quarterly.
                    Pre-authorized automatic Additional Premium Payments can
                    also be arranged at any time.

                    Unless specifically otherwise directed, any payment received
                    (other than any Premium Payment necessary to prevent, or
                    cure, Policy lapse) will be applied first to reduce Policy
                    indebtedness. There is no premium load on such payments to
                    the extent applied to reduce indebtedness.

12
<PAGE>
                    LIMITS ON RIGHT TO MAKE PAYMENTS OF ADDITIONAL AND PLANNED
                    PREMIUMS

                    You may increase Planned Premiums, or pay Additional
                    Premiums, subject to the following limitations and our right
                    to limit the amount or frequency of Additional Premiums.

                    We 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 we are unwilling to accept the risk,
                    we will refund the increase in premium without interest and
                    without participation of such amounts in any underlying
                    investment.

                    We may also decline, and would return, 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.

                    PREMIUM LOAD; NET PREMIUM PAYMENT

                    We deduct a "premium load" of 5% from each Premium Payment,
                    for certain Policy-related state tax and federal income tax
                    liabilities and a portion of our sales expenses. The Premium
                    Payment, net of the premium load, is called the "Net Premium
                    Payment."

RIGHT-TO-EXAMINE PERIOD

                    If you mail or deliver 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 (longer for
                    Policies issued in replacement of other insurance), (the
                    "Right-to-Examine Period"), we will refund to you all
                    Premium Payments.

                    Any Premium Payments we receive before the end of the
                    Right-to-Examine Period will be held in the Money Market
                    Sub-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, we will return any Premium
                    Payments 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

                    The allocation of Net Premium Payments among the Fixed
                    Account and Sub-Accounts may be set forth in the
                    application. You may change it 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. We may waive minimum balance
                    requirements on the Sub-Accounts.

                    TRANSFERS

                    You may make transfers among the Sub-Account and to the
                    Fixed Account as set forth below, until the Insured reaches
                    Age 100. Carefully consider current market conditions and
                    each Sub-Account's investment policies and related risks
                    before allocating money to the Sub-Accounts.

                    Within 30 days after each anniversary of the Date of Issue,
                    you may transfer up to 20% of the Fixed Account Value (as of
                    that anniversary date) to one or more Sub-Accounts.

                                                                              13
<PAGE>
                    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 the Fixed Account or in a
                    Sub-Account after a transfer must be at least $100. We may
                    impose a minimum transfer amount and a charge for each
                    transfer request in excess of 12 requests in any Policy
                    Year, and may further limit transfers from the Fixed Account
                    at any time.

                    Transfers must be made in proper written form, unless you
                    have given us written authorization to accept telephone
                    transactions. Telephone transaction authorization and
                    procedures are 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 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 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
                    Sub-Accounts and the Fixed Account to which Policy values
                    are then allocated.

                    OPTIONAL SUB-ACCOUNT ALLOCATION PROGRAMS

                    You may participate either in Dollar Cost Averaging or
                    Automatic Rebalancing programs, currently without charge,
                    but not in both at once.

                    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, you may reduce
                    exposure to market volatility. Dollar Cost Averaging will
                    not assure a profit or protect against a declining market.

                    In 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 your request in proper
                    written form or by telephone, if adequately authenticated.
                    An election is effective within ten business days, but only
                    if there is sufficient value in the Money Market
                    Sub-Account. We may 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.

14
<PAGE>
                    AUTOMATIC REBALANCING

                    Automatic Rebalancing 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). The Fixed Account is not subject to
                    rebalancing. The pre-determined level is the allocation
                    initially selected on the application, until you change it.
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Sub-Accounts will be subject to
                    Automatic Rebalancing.

                    You 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 after our
                    Administrative Office receives your request in proper
                    written form or by telephone, if adequately authenticated.

POLICY VALUES

                    The Accumulation Value is the sum of the Fixed Account
                    Value, Separate Account Value and the Loan Account Value.
                    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 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. We strongly suggest you review
                    periodic statements to determine if Additional Premium
                    Payments may be necessary to avoid lapse of the Policy.

                    We will tell you at least annually the Accumulation Value,
                    the number of Accumulation Units credited to the Policy,
                    current Accumulation Unit values, Sub-Account values, the
                    Fixed Account Value and the Loan Account Value.

                    ACCUMULATION VALUE

                    The portion of a Premium Payment, after deduction of 5.0%
                    for the premium load, is the Net Premium Payment. It is the
                    Net Premium Payment that is available for allocation to the
                    Fixed Account or Sub-Accounts.

                    We credit Net Premium Payments to the Policy as of the end
                    of the Valuation Period in which it is received at the
                    Administrative Office. The Valuation Period is the time
                    between Valuation Days, and a Valuation Day is every day on
                    which the New York Stock Exchange is open and trading is
                    unrestricted. Accumulation Units are valued on every
                    Valuation Day.

                    The "Accumulation Value" of a Policy is determined by:
                    (1) multiplying the total number of Variable Accumulation
                    Units credited to the Policy for each Sub-Account by its
                    appropriate current Variable Accumulation Unit Value;
                    (2) if a combination of 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.

                    SEPARATE ACCOUNT VALUE

                    The Separate Account Value is the portion of the
                    Accumulation Value attributable to the Separate Account.

                                                                              15
<PAGE>
                    VARIABLE ACCUMULATION UNIT VALUE

                    All or a part of a Net Premium Payment allocated to a
                    Sub-Account is converted into Variable Accumulation Units by
                    dividing the amount allocated by the value of the Variable
                    Accumulation Unit for the Sub-Account next calculated after
                    it is received at the Administrative Office. The Variable
                    Accumulation Unit Value for each Sub-Account was initially
                    established at $10.00. It may increase or decrease from one
                    Valuation Period to the next. Allocations to Sub-Accounts
                    are made only as of the end of a Valuation Day.

                    VARIABLE ACCUMULATION UNITS

                    The "Variable Accumulation Unit" is a unit of measure used
                    in the calculation of the value of each Sub-Account. The
                    Variable Accumulation Unit value for a Sub-Account for a
                    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 Separate
                          Account; and
                       3. The result of (1) minus (2) is divided by the number
                          of Variable Accumulation Units outstanding at the
                          beginning of the Valuation Period.

                    The daily charge imposed on a 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 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 Sub-Account Value 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
                    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 our general account through payment of
                    premiums, through transfers from the Separate Account or
                    loans and interest charged. We guarantee the Fixed Account
                    Value.

                    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.

16
<PAGE>
FUNDS

                    Each of the Sub-Accounts of the Separate Acount 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 Maryland
                    corporations, collectively referred to below as the
                    "Trusts." 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 Trusts, their investment advisers and
                    distributors, and the Funds within each that are available
                    under the Policies:

                    AIM VARIABLE INSURANCE FUNDS, INC., managed by A I M
                    Advisors, Inc., and distributed by A I M 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

                    AMERICAN VARIABLE INSURANCE SERIES, managed by Capital
                    Research and Management Company and distributed by American
                    Funds Distributors, Inc., 333 South Hope Street, Los
                    Angeles, CA 90071

                        AVIS Global Small Capitalization Fund -- Class 2
                        AVIS Growth Fund -- Class 2
                        AVIS Growth-Income Fund -- Class 2

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

                        Baron Capital Asset Fund -- Insurance Shares

                    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

                        EAFE-Registered Trademark- Equity Index Fund
                        Equity 500 Index Fund
                        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

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

                                                                              17
<PAGE>
                    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
                    02109

                        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 Aspen Series Balanced Portfolio
                        Janus Aspen Series Worldwide Growth Portfolio

                    LINCOLN NATIONAL FUNDS, managed by Lincoln Investment
                    Management, Inc., 200 East Berry Street, Fort Wayne IN
                    46802, and distributed by Lincoln Financial Advisors, Inc.,
                    350 Church Street, Hartford CT 06103. Sub-advisors are also
                    noted.

                        LN Bond Fund, Inc.
                        LN Capital Appreciation Fund, Inc. (Sub-advised by Janus
                        Capital Corp.)
                        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, Inc.)

                    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 NB Management Incorporated, 605 Third Avenue,
                    2nd Floor, New York, NY 10158-0006

                        NB AMT Mid-Cap Growth Portfolio
                        NB 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 6 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 primarily by investing in seasoned and better
                    capitalized companies considered to have strong earnings
                    momentum. Current income will not be a criterion of
                    investment selection, and any such income should be
                    considered incidental.

18
<PAGE>
                    AIM V.I. INTERNATIONAL EQUITY FUND (Large Cap Stocks --
                    International): Seeks to provide long-term growth of capital
                    by investing in a diversified portfolio of international
                    equity securities whose issuers are considered to have
                    strong earnings momentum. The fund seeks to meet this
                    objective by investing at least 70% of its total assets in
                    marketable equity securities of foreign companies that are
                    listed on a recognized foreign securities exchange or traded
                    in a foreign over-the-counter market.

                    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 investment advisor to be
                    undervalued relative to the investment advisor's appraisal
                    of 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 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.

                    AVIS-GLOBAL SMALL CAPITALIZATION FUND (International Global
                    Stocks): The fund seeks to make your investment grow over
                    time by investing primarily in stocks of smaller companies
                    located around the world that typically have market
                    capitalizations of $50 million to $1.2 billion. The fund is
                    designed for investors seeking capital appreciation through
                    stocks. Investors in the fund should have a long-term
                    perspective and be able to tolerate potentially wide price
                    fluctuations.

                    AVIS-GROWTH FUND (Large Cap U.S. Stocks): The fund seeks to
                    make your investment grow by investing primarily in common
                    stocks of companies that appear to offer superior
                    opportunities for growth of capital. The fund is designed
                    for investors seeking capital appreciation through stocks.
                    Investors in the fund should have a long-term perspective
                    and be able to tolerate potentially wide price fluctuations.

                    AVIS-GROWTH-INCOME FUND (Large Cap U.S. Stocks): The fund
                    seeks to make your investment grow and provide you with
                    income over time by investing primarily in common stocks or
                    other securities which demonstrate the potential for
                    appreciation and/or dividends. The fund is designed for
                    investors seeking both capital appreciation and income.

                    BARON CAPITAL ASSET FUND -- INSURANCE SHARES (Small/Medium
                    Cap U.S. Stocks): Seeks capital appreciation through
                    investments in securities of small sized companies with
                    market capitalizations of approximately $100 million to $1.5
                    billion, and medium sized companies with market
                    capitalizations of $1.5 billion to $5 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 U.S. 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/Medium Cap U.S. 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

                                                                              19
<PAGE>
                    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 U.S. 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 (Emerging Markets
                    Stocks): 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 (Small/Medium Cap U.S.
                    Stocks/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/Medium Cap U.S.
                    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/Medium Cap U.S. 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 CONTRAFUND PORTFOLIO -- SERVICE CLASS (Large
                    Cap U.S. 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 U.S. Stocks): Seeks capital growth by
                    investing primarily in common stocks.

                    JANUS ASPEN SERIES BALANCED PORTFOLIO (Balanced): Seeks long
                    term growth of capital, consistent with the preservation of
                    capital and 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 ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO (Large Cap
                    Stocks -- Global): 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 (Investment Grade Bonds): Seeks
                    maximum current income consistent with prudent investment
                    strategy. The fund invests primarily in medium-and long-term
                    corporate and government bonds.

20
<PAGE>
                    LINCOLN NATIONAL CAPITAL APPRECIATION FUND (Large Cap U.S.
                    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 U.S. 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 (Balanced --
                    International): 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 (Large Cap U.S.
                    Stock/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 (Small/Medium Cap U.S. Stocks):
                    Seeks to provide long-term growth of capital.

                    MFS TOTAL RETURN SERIES (Balanced): Seeks primarily to
                    provide 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 (Small/Medium Cap U.S.
                    Stocks/Specialty): Seeks capital growth and current income
                    (income above that available from a portfolio invested
                    entirely in equity securities).

                    NB AMT MID-CAP GROWTH PORTFOLIO (Small/Medium Cap U.S.
                    Stocks): Seeks growth of capital through an investment
                    approach that is designed to increase capital with
                    reasonable risk. It invests mainly in common stocks of
                    mid-to-large capitalization companies.

                    NB AMT PARTNERS PORTFOLIO (Small/Medium Cap U.S. Stocks):
                    Seeks growth of capital and invests mainly in common stocks
                    of mid-to-large capitalization companies using the
                    value-oriented investment approach.

                    TEMPLETON INTERNATIONAL FUND -- CLASS 2 (Large Cap
                    Stocks -- International): Seeks long-term capital growth. It
                    invests primarily in stocks of companies outside the United
                    States, including emerging markets. Any income realized will
                    be incidental.

                    TEMPLETON STOCK FUND -- CLASS 2 (Large Cap Stocks --
                    Global): Seeks long-term capital growth. Invests primarily
                    in equity securities issued by companies, large and small,
                    in various nations throughout the world, including the
                    United States and emerging markets.

                    Several of the Funds 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. Please review the prospectuses carefully.

                                                                              21
<PAGE>
                    There is no assurance that the investment objective of any
                    of the Funds will be met. You assume all of the investment
                    performance risk for the Sub-Accounts you select. There is
                    investment performance risk in each of the Sub-Accounts,
                    although the amount of such risk varies significantly among
                    the Sub-Accounts. 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 terms and conditions we
                    impose (See "Allocation of Net Premium Payments").

                    SUBSTITUTION OF SECURITIES

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

                    VOTING RIGHTS

                    We will vote the shares of each Fund held in the Separate
                    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 Separate Account.
                    Lincoln Life will vote shares for which it has not received
                    instructions in the same proportion as it votes shares in
                    the Separate Account for which it has received instructions.
                    The 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
                    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
                    Trusts 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

                    We deduct charges in connection with the Policy to
                    compensate us for providing the Policy's insurance benefit,
                    administering the Policy, assuming certain risks under the
                    Policy and for sales-related expenses we incur.

                    The nature and amount of these charges are as follows:

                    DEDUCTIONS MADE MONTHLY

                    We make various expense deductions monthly. The Monthly
                    Deductions, including administrative expenses, the Cost of
                    Insurance Charges, and charges for supplemental riders or
                    benefits, if any, are deducted proportionately from the Net
                    Accumulation Value of each underlying investment subject to
                    the charge. For 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

22
<PAGE>
                    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 Net Accumulation Value is insufficient to cover the
                    current Monthly Deduction, you have a 61-day period ("Grace
                    Period") to make a payment sufficient to cover that
                    deduction. (See Lapse and Reinstatement: Lapse of a Policy)

                    If the Insured attains Age 100 with the Policy still in
                    effect, no further Monthly Deductions will be made, the
                    Separate Account Value will be transferred to the Fixed
                    Account, and Policy will then remain in force until
                    surrender or the Insured's death.

                    ADMINISTRATIVE EXPENSES

                    There is a flat dollar Monthly Deduction of $10.

                    In addition, during the first two Policy Years, and for 24
                    months after any increase in Specified Amount, there is a
                    monthly charge per $1000 of Specified Amount, or increase
                    therein, based on the Insured's age nearest birthday at the
                    Policy's issue date and the date of any increase. That
                    charge is $0.0283 for ages 15 through 30 (or $2.83 per month
                    for a Policy with a $100,000 Specified Amount) and rises
                    gradually to $0.07 for age 40, $0.12 for age 52, $0.2075 for
                    age 64, $0.32 for age 76, and $0.4242 for ages 81 and older.
                    A complete table is in Appendix 1.

                    These charges compensate us 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 is the portion of the Monthly
                    Deduction designed to compensate us for the anticipated cost
                    of paying Death Benefits in excess of the Accumulation
                    Value, not including riders, supplementary benefits or
                    monthly expense charges.

                    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 Net Amount at Risk is the Death Benefit minus the
                    Accumulation Value. The rate on which the Monthly Deduction
                    for the Cost of Insurance is based will generally increase
                    as the Insured ages. 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 beginning of the Policy month by
                    1.0032737 (the monthly equivalent of an annual rate of 4%),
                    subtracting the Accumulation Value at the beginning of the
                    Policy month, and multiplying the result (the "Net Amount at
                    Risk") by the applicable Cost of Insurance Rate as
                    determined by us. The Guaranteed Maximum Cost of Insurance
                    Rates are in Appendix 2.

                    MORTALITY AND EXPENSE RISK CHARGE

                    Lincoln Life deducts a daily mortality and expense risk
                    charge as a percentage of the assets of the Separate
                    Account. The mortality risk assumed is that insureds may not
                    live as long as estimated, and therefore, a greater amount
                    of death benefit will be payable. The expense risk assumed
                    is that expenses incurred in issuing and

                                                                              23
<PAGE>
                    administering the policies will be greater than estimated.
                    The mortality and expense risk charge is guaranteed at an
                    annual rate of 0.90% in Policy Years 1-19 and 0.20% in
                    Policy Years 20 and beyond.

                    SURRENDER CHARGES

                    A generally declining "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 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 3.

                    The surrender charge under a Policy is proportional to the
                    face amount of the Policy. 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 5.

                    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. We 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 (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, we do 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 we 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 our general
                    account, which supports insurance and annuity obligations.

                    REDUCTION OF CHARGES -- PURCHASES ON A CASE BASIS; EXCHANGES

                    This Policy is available for purchases by corporations and
                    other groups or sponsoring organizations on a Case basis. We
                    reserve 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

24
<PAGE>
                    which the Policies are being purchased, the expected
                    persistency of the individual policies and any other
                    circumstances which we believe to be relevant to the
                    expected reduction of expenses.

                    We also reserve the right to reduce premium charges or any
                    other charges under a Policy where it is expected that the
                    issuance of the Policy will result in savings of sales,
                    underwriting, administrative or other costs. In particular,
                    we would expect such savings to apply, and our expenses to
                    be reduced, whenever a Policy is issued in exchange for
                    another life insurance policy issued or administered by us,
                    or issued by a company which controls or is controlled by us
                    or is under common ownership and control with us.

                    Some of these reductions may be guaranteed, and others may
                    be subject to withdrawal or modification by us. In any
                    event, all such reductions as applicable will be uniformly
                    applied, and they will not be unfairly discriminatory
                    against any person, including the affected Policy Owners
                    funded by the Separate Account.

                    TRANSACTION FEE FOR EXCESS TRANSFERS

                    We reserve 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 Death Benefit Proceeds is the amount payable to the
                    Beneficiary upon the death of the Insured, in accordance
                    with the Death Benefit Option elected. Loans (if any) and
                    overdue deductions are deducted from the Death Benefit
                    Proceeds prior to payment.

                    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 Death Benefit Proceeds 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 any indebtedness,
                    as applicable, under the Policy. In the case of Death
                    Benefit 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 (rather than by
                    reference to the Specified Amount) 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

                                                                              25
<PAGE>
                    Proceeds, less indebtedness and any partial surrenders,
                    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 date of the Insured's death, less loan
                    interest accrued but not yet charged. 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 Death Benefit Option 1. Owners who
                    prefer to have favorable investment experience reflected in
                    increased insurance coverage should select Death Benefit
                    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 us.

                    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.

                    We may decline any request for a change between Death
                    Benefit Options or an increase in the Specified Amount. We
                    may also 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 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

26
<PAGE>
                    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 Corridor Percentages is in
                    Appendix 4.

NOTICE OF DEATH OF INSURED

                    Due Proof of Death must be furnished to us at our
                    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 us.

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 Separate Account values
                    cannot be determined.

                    SETTLEMENT OPTIONS

                    There are several ways in which the Beneficiary may receive
                    the Death Benefit Proceeds, or in which the owner may choose
                    to receive payments upon surrender of the Policy.

                    You may elect or change a Settlement Option while the
                    insured is alive. If you have 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, we will
                    pay any amount due the assignee in a lump sum. Any remaining
                    Death Benefit Proceeds will be paid as elected.

                    Our Administrative Office must receive your request to
                    elect, change, or revoke a Settlement Option in proper
                    written form 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. We will make subsequent payments
                    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.

                       The third Settlement Option, provides for monthly
                       payments for a stated number of years, at least five but
                       no more than thirty.

                       Under the fourth Settlement Option, we pay 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 we offer at that time may also
                    be selected.

                                                                              27
<PAGE>
POLICY LIQUIDITY

                    The accumulated value of the Policy is available for loans
                    or withdrawals. Subject to certain limitations, you 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

                    You may at any time borrow in the aggregate up to 100% of
                    the Surrender Value at the time a Policy Loan is made. We
                    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. You must execute a loan
                    agreement and assign the Policy to us free of any other
                    assignments. The Loan Account is the account in which Policy
                    indebtedness (outstanding loans and interest) accrues once
                    it is transferred out of the Fixed Account or Sub-Accounts.
                    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
                    before due, any loan interest due will be transferred
                    proportionately from the values in the Fixed Account and
                    each Sub-Account, and treated as an additional Policy Loan,
                    and added to the Loan Account Value.

                    We credit interest on the Loan Account Value of 7% per year
                    so the net cost of a Policy Loan is 1%.

                    If the Net Accumulation Value is distributed among more than
                    one of the Sub-Accounts, transfers from each for loans and
                    loan interest charged will be made in proportion to the
                    assets in each Sub-Account at that time, unless you instruct
                    our Administrative Office otherwise in proper written form.
                    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 affects Death Benefit Proceeds payable and the
                    Accumulation Value. The longer a Policy Loan is outstanding,
                    the greater the effect is likely to be. 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.

                    PARTIAL SURRENDER

                    You may make a partial surrender at any time while the
                    Insured is alive by request to the Administrative Office in
                    proper written form or by telephone, if you have authorized
                    telephone transactions. A $25 transaction fee (not to exceed
                    2% of the amount

28
<PAGE>
                    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, we will not permit the
                    partial surrender. 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 you instruct our Administrative
                    Office otherwise in proper written form. We may decline any
                    request for a partial surrender.

                    SURRENDER OF THE POLICY

                    You may surrender the Policy at any time. On surrender of
                    the Policy, we will pay you, or your assignee, the Surrender
                    Value next computed after our Administrative Office receives
                    the request in proper written form. Coverage under the
                    Policy will then automatically terminate.

                    SURRENDER VALUE

                    The "Surrender Value" of a Policy is the amount you can
                    receive in a lump sum by surrendering the Policy. The
                    Surrender Value is the Net Accumulation Value, less any loan
                    interest accrued, but not yet charged, 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
                    Appendix 5.

                    DEFERRAL OF PAYMENT AND TRANSFERS

                    Payment of loans or of the Surrender Value from any of the
                    Sub-Accounts will be made within seven days. We may defer
                    payment or transfer from the Fixed Account up to six months.
                    If we do so, 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, you may assign your rights in
                    the Policy, including the right to change the beneficiary
                    designation, in proper written form, signed by you and
                    recorded at the Administrative Office. No assignment will
                    affect, or prejudice us as to, any payment we make or action
                    we take before it was recorded. We are not responsible

                                                                              29
<PAGE>
                    for any assignment not submitted for recording, or for the
                    sufficiency or validity of any assignment. Any assignment is
                    subject to any indebtedness owed us when the assignment is
                    recorded and any interest later accrued on such
                    indebtedness.

                    Once recorded, the assignment remains effective until
                    released by the assignee in proper written form. While it is
                    effective, the assignee must give written consent for you to
                    take any action with respect to the Policy.

                    So long as the Insured is living, you 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 us as to, any payment we made or action we took
                    before it was recorded. We may require you to submit the
                    Policy 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, or if the amount of indebtedness exceeds
                    the Accumulation Value less the Surrender Charge(s), the
                    Policy is subject to lapse and automatic termination of all
                    Policy coverage. 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 we have 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, we will send
                    a written notice to you 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 us 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

                    The No Lapse Premium is the cumulative premium required to
                    have been paid by each Monthly Anniversary Day to prevent
                    the Policy from lapsing during the first ten Policy Years.
                    If this Policy has a No Lapse Premium shown on the
                    specifications, this Policy will not lapse during the first
                    ten Policy Years if, at each Monthly Anniversary Day, the
                    sum of all Premium Payments less any 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.

30
<PAGE>
                    The No Lapse Provision will be terminated after ten years or
                    earlier if you fail to meet the premium requirements, if
                    there is an increase in Specified Amount or if you change
                    the Death Benefit Option. Once the No Lapse Provision
                    terminates, 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, it may be reinstated provided (a) it has not been
                    surrendered, (b) there is an application for reinstatement
                    in proper written form, (c) evidence of insurability of the
                    insured is furnished us and we agree to accept the risk,
                    (d) we receive 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 we approve the application for reinstatement.
                    Surrender Charges will be reinstated as of the Policy Year
                    in which the Policy lapsed.

                    Any Policy reinstatement is effective on the Monthly
                    Anniversary Day after our 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.

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 us, received at the
                    Administrative Office.

                    TELEPHONE TRANSACTION PRIVILEGES

                    We allow telephone transactions authorized in proper written
                    form by you or the applicant. To effect a permitted
                    telephone transaction, you or your authorized representative
                    must call the Administrative Office and provide, as
                    identification, your policy number, a requested portion of
                    your Social Security number, and such other authenticating
                    information as we may require. We disclaim all liability for
                    losses resulting from unauthorized or fraudulent telephone
                    transactions, but acknowledge that if we do not follow these
                    procedures, which we believe to be reasonable, we may be
                    liable for such losses.

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 85.

                                                                              31
<PAGE>
                    DATE OF COVERAGE

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

                    INCONTESTABILITY

                    We 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. We will not contest payment of the
                    Death Benefit Proceeds based on any increase in Specified
                    Amount requiring evidence of insurability after two years
                    after the increase's 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;
                    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, within two years from the
                    Date of Issue, we will pay no more than the sum of the
                    premiums paid, less any indebtedness and partial surrenders.
                    If the Insured dies by suicide, within two years from the
                    date of any increase in the Specified Amount, we will pay no
                    more than a refund of the monthly Cost of Insurance charges
                    for the increased amount.

                    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, we will maintain the Death Benefit
                    by paying covered monthly deductions during periods of
                    disability. Rider availability may vary by state.

TAX ISSUES

                    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. We will monitor compliance with these
                    tests. The Policy should thus receive the same federal
                    income tax treatment as fixed benefit life insurance.

                    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.

32
<PAGE>
                    FEDERAL INCOME TAX CONSIDERATIONS

                    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 Owner is
                    over 59 1/2 years of Age or disabled.

                    The Policies offered by this Prospectus may or may not be
                    issued as modified endowment contracts. We will monitor
                    premiums paid and will notify you 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 a Policy is
                    issued which causes a reduction in death benefits may still
                    become fully or partially taxable to you pursuant to
                    Section 7702(f)(7) of the Code. You 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. We 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 Separate 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 must meet certain
                    tests. We believe the Separate 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, we
                    reserve the right to take steps required to remain in
                    compliance.

                    We 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. We
                    also reserve 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 you
                    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.

                                                                              33
<PAGE>
                    TAXATION OF LINCOLN LIFE

                    Lincoln Life is taxed as a life insurance company under the
                    Code. Since the Separate 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.

                    Lincoln Life does not initially expect to incur any Federal
                    income tax liability that would be chargeable to the
                    Separate Account. Based upon these expectations, no charge
                    is currently being made against the Separate 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 Separate 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.

                    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 our 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.

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. You should consult with your advisors for
                    guidance as to the appropriate methodology for determining
                    the fair value of the Policy for a particular purpose.

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
                            VICE PRESIDENT                      Second Vice President [1/90-4/96]),
                                                                Lincoln National Life Insurance Co.
                            ROLAND C. BAKER                     President [1/95-present], First
                            VICE PRESIDENT AND DIRECTOR         Penn-Pacific Life Insurance Co. Formerly:
                            1801 S. Meyers Road                 Chairman and CFO [7/88-1/95], Baker,
                            Oakbrook Terrace, Ill. 60181        Ralish, Shipley and Politzer, Inc.
</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
                                    NAME, ADDRESS AND
                               POSITION(S) WITH REGISTRANT        PRINCIPAL OCCUPATIONS LAST FIVE YEARS
                            ----------------------------------  ------------------------------------------
                            <S>                                 <C>
                            JON A. BOSCIA                       President, CEO and Director, Lincoln
                            DIRECTOR                            National Corp. [1/98-present] (Formerly:
                            Centre Square, West Tower           President and Chief Executive Officer
                            1500 Market Street, Suite 3900      [10/96-1/98] and Chief Operating Officer
                            Philadelphia, PA 19102              [5/94-10/96]), Lincoln National Life
                                                                Insurance Co.; President
                                                                [7/91-5/94]Lincoln Investment
                                                                Management, Inc.
                            JOHN GOTTA                          Senior Vice President and General Manager
                            SENIOR VICE PRESIDENT               (formerly Vice President) [1/98-present]
                            AND ASSISTANT SECRETARY             Lincoln National Life Insurance Co.
                            350 Church Street                   Formerly: Senior Vice President,
                            Hartford, CT 06103                  Connecticut General Life Insurance Company
                                                                [3/96-12/97]; Vice President, Connecticut
                                                                Mutual Life Insurance Company [8/94-3/96];
                                                                Vice President, CIGNA [3/93-8/94]
                            J. MICHAEL HEMP                     President [11/96-Present], Lincoln
                            SENIOR VICE PRESIDENT               Financial Advisors Corp.; Senior Vice
                            350 Church Street                   President (formerly Vice President)
                            Hartford, CT 06103                  [10/95-Present], Lincoln National Life
                                                                Insurance Co. Formerly: Regional Chief
                                                                Executive Officer [11/79-10/95], Lincoln
                                                                Dallas RMO.
                            STEPHEN H. LEWIS                    Senior Vice President, [5/94-present]
                            SENIOR VICE PRESIDENT               Lincoln National Life Insurance Co.
                                                                Formerly: President [2/85-5/94], First
                                                                Penn-Pacific Life Insurance Co.
                            H. THOMAS MCMEEKIN                  President [5/94-present], Lincoln
                            DIRECTOR                            Investment Management, Inc.; Executive
                            1818 Market Street                  Vice President [5/94-Present], Lincoln
                            Philadelphia, PA 19103-3682         National Corporation (formerly Senior Vice
                                                                President [11/92-5/94])
                            ARTHUR S. ROSS                      Vice President, Lincoln National Life
                            SENIOR VICE PRESIDENT               Insurance Co.
                            LAWRENCE T. ROWLAND                 Executive Vice President [10/96-present]
                            EXECUTIVE VICE PRESIDENT AND        (formerly Senior Vice President
                            DIRECTOR                            [1/93-10/96]), Lincoln National Life
                            One Reinsurance Place               Insurance Co.
                            1700 Magnavox Way
                            Fort Wayne, Ind. 46804
                            KEITH J. RYAN                       Vice President and Controller
                            VICE PRESIDENT AND                  [4/99-present] Formerly: Senior Vice
                            CONTROLLER AND CHIEF                President [2/98-4/99]; Vice President,
                            ACCOUNTING OFFICER                  Chief Financial Officer and Assistant
                                                                Treasurer [1/96-2/98]; Controller
                                                                [6/95-12/95], Business Controls Director
                                                                [11/90-6/95], Lincoln National Life
                                                                Insurance Company
                            GABRIEL L. SHAHEEN                  President and Chief Executive Officer
                            PRESIDENT, CHIEF EXECUTIVE OFFICER  [1/98-present], Lincoln National Life
                            AND DIRECTOR                        Insurance Co. Formerly: Chairman and
                                                                Managing Director, Lincoln 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]
</TABLE>

                                                                              35
<PAGE>

<TABLE>
<CAPTION>
                                    NAME, ADDRESS AND
                               POSITION(S) WITH REGISTRANT        PRINCIPAL OCCUPATIONS LAST FIVE YEARS
                            ----------------------------------  ------------------------------------------
                            <S>                                 <C>
                            TODD R. STEPHENSON                  Senior Vice President, Chief Financial
                            SENIOR VICE PRESIDENT,              Officer and Assistant Treasurer
                            CHIEF FINANCIAL                     [4/99-present] Formerly: Vice President
                            OFFICER AND ASSISTANT TREASURER     and Assistant Secretary [1/98-4/99],
                                                                Senior Vice President, Lincoln Financial
                                                                Advisors Corporation [1/98-4/99], Senior
                                                                Vice President, Treasurer and Chief
                                                                Financial Officer, American States
                                                                Insurance Company [2/95-12/97], and Vice
                                                                President -- Corp. Acct., American States
                                                                Insurance Company [5/92-2/95]
                            RICHARD C. VAUGHAN                  Executive Vice President and Chief
                            DIRECTOR                            Financial Officer [1/95-present] (formerly
                            200 East Berry Street               Senior Vice President [4/92-1/95]),
                            Fort Wayne, Ind. 46802              Lincoln National Corp.
                            MICHAEL R. WALKER                   Vice President [1/96-present], Lincoln
                            SENIOR VICE PRESIDENT               National Life Insurance Co. Formerly: Vice
                                                                President [3/93-1/96], Employers Health
                                                                Insurance Co.
                            ROY V. WASHINGTON                   Vice President [7/96-present], Lincoln
                            VICE PRESIDENT                      National Life 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.
</TABLE>

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"). Our principal business address is 1300
                    South Clinton Street, Fort Wayne, Indiana 46802.

                    The Policy may be sold by individuals, who in addition to
                    being appointed as our life insurance agents, are also
                    registered representatives of Lincoln Life or other broker-
                    dealers. 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 our resources, which
                    include sales charges made under this Policy.

CHANGES OF INVESTMENT POLICY

                    We may materially change the investment policy of the
                    Separate Account. We 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 our 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 us 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. We will not require evidence of
                    insurability for this conversion.

36
<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

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

STATE REGULATION

                    We are 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 our
                    operation for the preceding year and its financial condition
                    as of the end of such year. The Insurance Department
                    periodically examines for accuracy our contract liabilities
                    and reserves. Our books and accounts are subject to review
                    by the Insurance Department at all times and a full
                    examination of our 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

                    We maintain 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.

                    You will also be sent annual reports containing financial
                    statements for the Separate Account, annual and semi-annual
                    reports of the Funds as required by the 1940 Act, and
                    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 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. We may advertise these
                    ratings from time to time. In addition, we may include in
                    certain advertisements, endorsements in the form of a list
                    of organizations, individuals or other parties which
                    recommend us or the Policies. We may also 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.

                    We are a member of the Insurance Marketplace Standards
                    Association ("IMSA") and may include the IMSA logo and
                    information about IMSA membership in our advertisements.
                    Companies that belong to IMSA subscribe to a set of of
                    ethical standards covering the various aspects of sales and
                    services for individually sold life insurance and annuities.

                                                                              37
<PAGE>
PREPARING FOR YEAR 2000

                    Many existing computer programs use only two digits in the
                    date field to identify the year. If left uncorrected these
                    programs, which were designed and developed without
                    considering the impact of the upcoming change in the
                    century, could fail to operate or could produce erroneous
                    results when processing dates after December 31, 1999. For
                    example, for a bond with a stated maturity date of July 1,
                    2000, a computer program could read and interpret the
                    maturity date as July 1, 1900. This problem is known by many
                    names, such as the "Year 2000 Problem", "Y2K", and the
                    "Millenium Bug".

                    The Year 2000 problem affects virtually all computer
                    programs worldwide. It can cause a computer system to
                    suddenly stop operating. It can also result in a computer
                    corrupting vital company records, and the problem could go
                    undetected for a long time. For our products, if left
                    unchecked it could cause such problems as purchase payment
                    collection and deposit errors; claim payment difficulties;
                    accounting errors; erroneous unit values; and difficulties
                    or delays in processing transfers, surrenders and
                    withdrawals. In a worst case scenario, this could result in
                    a material disruption to the operations both of Lincoln Life
                    and of Delaware Service Company Inc. (Delaware), the
                    provider of the accounting and valuation services for the
                    Separate Account.

                    However, both companies are wholly owned by Lincoln National
                    Corporation (LNC), which has had Year 2000 processes in
                    place since 1996. LNC projects aggregate expenditures in
                    excess of $92 million for its Y2K efforts through the
                    year 2000. Both Lincoln Life and Delaware have dedicated
                    Year 2000 teams and steering committees that are answerable
                    to their counterparts in LNC.

                    In light of the potential problems discussed above, Lincoln
                    Life, as part of its Year 2000 updating process, has assumed
                    responsibility for correcting all Information Technology
                    (IT) systems which service the Separate Account. Delaware is
                    responsible for updating all its IT systems to support these
                    vital services. The Year 2000 effort, for both IT and non-IT
                    systems, is organized into four phases:

                - awareness-raising and inventory of all assets (including
                  third-party agent and vendor relationships);

                - assessment and high-level planning and strategy;

                - remediation of affected systems and equipment; and

                - testing to verify Year 2000 readiness.

                    The high-priority IT processes and systems -- those Lincoln
                    Life uses to maintain its customers' records and
                    accounts -- have been assessed and repaired, and testing of
                    those processes and systems is more than 99% complete. Our
                    efforts will continue through the end of 1999 to ensure they
                    remain Y2K-ready. And, we continue to work closely with our
                    key business partners and suppliers so they can provide the
                    information and service we need from them. Both companies
                    are currently on schedule to have their high-priority non-IT
                    systems (elevators, heating and ventilation, security
                    systems, etc.) remediated and tested by October 31, 1999.

                    The work on Year 2000 issues has not suffered significant
                    delays; however, some uncertainty remains. Specific factors
                    that give rise to this uncertainty include (but are
                    certainly not limited to) a possible loss of technical
                    resources to perform the work; failure to identify all
                    susceptible systems; and non-compliance by third parties
                    whose systems and operations impact Lincoln Life. In a
                    report dated February 26, 1999, entitled, INVESTIGATING THE
                    IMPACT OF THE YEAR 2000 TECHNOLOGY PROBLEM; S. Rpt. 106-10,
                    the U.S. Senate Special Committee on the Year 2000
                    Technology Problem expressed its

38
<PAGE>
                    concern that "Financial services firms...are particularly
                    vulnerable to...the risk that a material customer or
                    business partner will fail, as a result of the computer
                    problems, to meet its obligations".

                    One important source of uncertainty is the extent to which
                    the key trading partners of Lincoln Life and of Delaware
                    will be successful in their own remediation and testing
                    efforts. Lincoln Life and Delaware have been monitoring the
                    progress of their trading partners; however, the efforts of
                    these partners are beyond our control.

                    Lincoln Life and Delaware expect to have completed their
                    necessary remediation and testing efforts prior to
                    December 31, 1999. However, given the nature and complexity
                    of the problem, there can be no guarantee by either company
                    that there will not be significant computer problems after
                    December 31, 1999.

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 they include claims
                    for unspecified or substantial punitive damages and similar
                    types of relief in addition to amounts 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.

                    Lincoln Life is presently defending two lawsuits in which
                    Plaintiffs seek to represent national classes of
                    policyholders in connection with alleged fraud, breach of
                    contract and other claims relating to the sale of
                    interest-sensitive universal and participating whole life
                    insurance policies. As of the date of this prospectus, the
                    courts have not certified a class in either of the suits.
                    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 preliminary stages of litigation, and it is premature
                    to make assessments about potential loss, if any. Management
                    is defending these suits vigorously. The amount of
                    liability, if any, which may ultimately arise as a result of
                    these suits cannot be reasonably determined at this time.

EXPERTS

                    The December 31, 1998 financial statements of the Separate
                    Account and the December 31, 1998 statutory-basis financial
                    statements of Lincoln Life appearing in this prospectus and
                    registration statement have been audited by Ernst & Young
                    LLP, independent auditors, as set forth in their reports
                    which also appear elsewhere in this document and in the
                    registration statement. The financial statements audited by
                    Ernst & Young LLP have been included in this document in
                    reliance on their reports given on their authority as
                    experts in accounting and auditing.

                    The June 30, 1999 financial statements of the Separate
                    Account and the June 30, 1999 statutory-basis financial
                    statements of Lincoln Life appearing in this prospectus and
                    registration statement have not been audited. The June 30,
                    1999 statutory-basis financial statements of Lincoln Life do
                    not contain complete notes.

                    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.

                                                                              39
<PAGE>
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
                    Separate 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.

40
<PAGE>
APPENDIX 1   MONTHLY CHARGE

<TABLE>
<CAPTION>
INSURED'S                EXPENSE
AGE AT ISSUE              CHARGE
(NEAREST BIRTHDAY)      PER $1,000
- ------------------      ----------
<S>                     <C>
        0-12              0.0158
         13               0.0200
         14               0.0242
        15-30             0.0283
         31               0.0325
         32               0.0367
         33               0.0408
         34               0.0450
         35               0.0492
         36               0.0533
         37               0.0575
         38               0.0617
         39               0.0658
         40               0.0700
         41               0.0742
         42               0.0783
         43               0.0825
         44               0.0867
         45               0.0908
         46               0.0950
         47               0.0992
         48               0.1033
         49               0.1075
         50               0.1117
         51               0.1158
         52               0.1200
         53               0.1242
         54               0.1283
         55               0.1325
         56               0.1408
         57               0.1492
         58               0.1575
         59               0.1658
         60               0.1742
         61               0.1825
         62               0.1908
         63               0.1992
         64               0.2075
         65               0.2158
         66               0.2242
         67               0.2325
         68               0.2408
         69               0.2492
         70               0.2575
         71               0.2656
         72               0.2742
         73               0.2825
         74               0.2908
         75               0.2992
         76               0.3200
         77               0.3408
         78               0.3617
         79               0.3825
         80               0.4033
         81+              0.4242
</TABLE>

                                                                              41
<PAGE>
APPENDIX 2

                    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

          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>

42
<PAGE>
APPENDIX 3

                    ILLUSTRATION OF SURRENDER CHARGES

                    The initial Surrender Charge is calculated as (a) plus (b),
                    with that result not to exceed (c), minus (d), where
                    (a) is 1.25 times the curtate net level premium for the
                        Specified Amount of insurance, calculated using the 1980
                        Commissioners Standard Ordinary mortality table and 4%
                        interest;
                    (b) is $10 per $1000 of Specified Amount;
                    (c) is $50 per $1000 of Specified Amount; and
                    (d) is the total of the per thousand charges assessed in the
                        first 24 months.

                    Algebraically, this formula is equivalent to min{a+b,c}-d.

                    The Surrender Charge decreases from its initial amount
                    during the first 15 years. No Surrender Charge is applied in
                    the 16th policy year or beyond. In general terms, the
                    initial Surrender Charge is amortized in proportion to a
                    twenty year life contingent annuity due. In formulas, the
                    Surrender Charge at a point in time "t" years after issue is
                    (a) times (b), where
                    (a) is the initial Surrender Charge; and
                    (b) is the ratio of a life contingent annuity due beginning
                        at time t and ending 20 years after issue, divided by a
                        life contingent annuity due beginning at issue and
                        ending 20 years after issue, both calculated using the
                        1980 Commissioners Standard Ordinary mortality table and
                        4% interest.

                    EXAMPLE 1: A male, Age 45, purchases a policy with a
                    Specified Amount of $100,000.

                    The initial Surrender Charge is computed as follows:

                    curtate net level premium = $1,987.66

                    $10 per $1000 of Specified Amount = $1000

                    $50 per $1000 of Specified Amount = $5000

                    the total of the per thousand charges = $9.08 per month X 24
                    months = $217.92

                    initial Surrender Charge = (1.25 X $1987.66 + $1000) -
                    $217.92=

                    $3,484.57- $217.92 = $3,266.65. Note that $3,484.57 is less
                    than $5000.

                    This amount decreases as follows:

<TABLE>
<CAPTION>
                            YEARS   INITIAL
                            AFTER  SURRENDER   ANNUITY    SURRENDER
                            ISSUE   CHARGE      RATIO      CHARGE
                            -----  ---------   -------    ---------
                            <S>    <C>         <C>        <C>
                              0     3,266.65   1.00000    3,266.65
                              1     3,266.65   0.96609    3,155.89
                              2     3,266.65   0.93101    3,041.30
                              3     3,266.65   0.89471    2,922.71
                              4     3,266.65   0.85711    2,799.89
                              5     3,266.65   0.81818    2,672.70
                              6     3,266.65   0.77782    2,540.86
                              7     3,266.65   0.73600    2,404.26
                              8     3,266.65   0.69265    2,262.65
                              9     3,266.65   0.64769    2,115.79
                             10     3,266.65   0.60104    1,963.40
</TABLE>

                                                                              43
<PAGE>

<TABLE>
<CAPTION>
                            YEARS   INITIAL
                            AFTER  SURRENDER   ANNUITY    SURRENDER
                            ISSUE   CHARGE      RATIO      CHARGE
                            -----  ---------   -------    ---------
                            <S>    <C>         <C>        <C>
                             11     3,266.65   0.55257    1,805.05
                             12     3,266.65   0.50212    1,640.25
                             13     3,266.65   0.44952    1,468.41
                             14     3,266.65   0.39456    1,288.88
                             15     3,266.65   0.33701    1,100.90
                             16                               0.00
</TABLE>

                    EXAMPLE 2: A female, Age 75, purchases a policy with a
                    Specified Amount of $200,000.

                    The initial Surrender Charge is computed as follows:

                    curtate net level premium = $15,727.74

                    $10 per $1000 of Specified Amount = $2,000

                    $50 per $1000 of Specified Amount = $10,000

                    the total of the per thousand charges = $59.84 per month X
                    24 months = $1,436.16

                    The value (1.25 X $15,727.74 + $2,000) exceeds $10,000, so
                    the initial Surrender Charge = $10,000 - $1,436.16 =
                    $8,563.84

                    This amount decreases as follows:

<TABLE>
<CAPTION>
                            YEARS   INITIAL
                            AFTER  SURRENDER   ANNUITY    SURRENDER
                            ISSUE   CHARGE      RATIO      CHARGE
                            -----  ---------   -------    ---------
                            <S>    <C>         <C>        <C>
                              0     8,563.84   1.00000    8,563.84
                              1     8,563.84   0.95375    8,167.79
                              2     8,563.84   0.90821    7,777.77
                              3     8,563.84   0.86329    7,393.11
                              4     8,563.84   0.81888    7,012.72
                              5     8,563.84   0.77490    6,636.15
                              6     8,563.84   0.73145    6,264.02
                              7     8,563.84   0.68868    5,897.71
                              8     8,563.84   0.64680    5,539.10
                              9     8,563.84   0.60603    5,189.95
                             10     8,563.84   0.56635    4,850.10
                             11     8,563.84   0.52753    4,517.67
                             12     8,563.84   0.48915    4,189.03
                             13     8,563.84   0.45058    3,858.68
                             14     8,563.84   0.41088    3,518.67
                             15     8,563.84   0.36873    3,157.74
                             16                               0.00
</TABLE>

44
<PAGE>
APPENDIX 4

                    CORRIDOR PERCENTAGES

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

                                                                              45
<PAGE>
APPENDIX 5

                    ILLUSTRATIONS OF ACCUMULATION VALUES, SURRENDER VALUES, AND
                    DEATH BENEFIT PROCEEDS

                    The illustrations in this Prospectus have been prepared to
                    help show how values under the Policies change with
                    investment performance. The illustrations illustrate how
                    Accumulation Values, Surrender Values and Death Benefit
                    Proceeds 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 Benefit Proceeds 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 Proceeds 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 mortality and expense risk charges are
                    equivalent to an annual effective rate of 0.90% of the daily
                    net asset value of the Separate Account in years 1-19 and
                    0.20% in years 20 and later. 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 0.82% of the daily net asset value of the
                    Separate Account. This rate reflects an arithmetic average
                    of total Fund portfolio annual expenses for the year ending
                    December 31, 1998.

                    Considering 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 annual rates of
                    -1.72%, 4.28% and 10.28% for years 1-19 and -1.02%, 4.98%
                    and 10.98% in years 20 and later.

                    The illustrations also reflect the fact that the Company
                    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 preferred and standard.
                    Policies issued on a substandard basis would result in lower
                    Accumulation Values and Death Benefit Proceeds than those
                    illustrated.

                    The illustrations also reflect the fact that the Company
                    deducts a premium load of 5% from each Premium Payment.

                    The Surrender Values shown in the illustrations reflect the
                    fact that the Company will deduct a Surrender Charge from
                    the Policy's Accumulation Value for any Policy surrendered
                    in full during the first fifteen Policy Years. Surrender
                    Charges reflect, in part, age and Specified Amount, and are
                    shown in the illustrations.

                    In addition, the illustrations reflect the fact that the
                    Company deducts a monthly administrative charge at the
                    beginning of each Policy Month. This monthly administrative
                    expense charge is a flat dollar charge of $10 per month in
                    the first year. The illustrations also reflect a monthly
                    charge per $1,000 of Specified Amount assessed during the
                    first two Policy Years.

                    Certain fund groups waive a portion of fund expenses or
                    reimburse the funds for such expenses. Those waivers or
                    reimbursements remain in effect for varying periods of time,
                    are usually reviewed at least yearly by each fund group, and
                    are within the fund group's

46
<PAGE>
                    control. The effect of discontinuing a waiver or
                    reimbursement arrangement could result in higher expense
                    levels for the affected fund, as shown in the "Portfolio
                    Expense Table". Assuming those waivers and reimbursements
                    were discontinued, the arithmetic average of the "Fund
                    Investment Advisory Fees and Other Expenses" listed in the
                    "Portfolio Expense Table" would be equivalent to an annual
                    effective rate of 1.12% of the daily net asset value of the
                    Separate Account.

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

                                                                              47
<PAGE>
                                  MALE    AGE 55    NONSMOKER
                                  PREFERRED -- $8,605 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  GUARANTEED BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ---------   --------   --------   ---------
<S>                     <C>           <C>        <C>        <C>         <C>        <C>        <C>
          1                 9,035     500,000    500,000     500,000      4,647      5,025       5,404
          2                18,522     500,000    500,000     500,000      6,143      7,098       8,104
          3                28,483     500,000    500,000     500,000      7,922      9,587      11,427
          4                38,942     500,000    500,000     500,000      9,160     11,666      14,573
          5                49,924     500,000    500,000     500,000      9,821     13,276      17,486

          6                61,455     500,000    500,000     500,000      9,847     14,331      20,082
          7                73,563     500,000    500,000     500,000      9,166     14,725      22,253
          8                86,276     500,000    500,000     500,000      7,681     14,325      23,859
          9                99,625     500,000    500,000     500,000      5,279     12,970      24,726
         10               113,641     500,000    500,000     500,000      1,845     10,488      24,659

         15               194,961           0          0     500,000          0          0       1,563
         20               298,749           0          0           0          0          0           0
         25               431,212           0          0           0          0          0           0
         30               600,272           0          0           0          0          0           0

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ---------
<S>                    <C>        <C>        <C>
          1                0          0             0
          2                0          0             0
          3                0          0             0
          4                0          0             0
          5                0          0             0
          6                0          0         1,913
          7                0          0         5,046
          8                0          0         7,644
          9                0          0         9,533
         10                0          0        10,522
         15                0          0             0
         20                0          0             0
         25                0          0             0
         30                0          0             0
</TABLE>

Amounts are in Dollars

                                  Where a zero value is shown, the Policy will
                                  lapse unless sufficient additional premium is
                                  paid.

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  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.

                                  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 mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

48
<PAGE>
                                  MALE    AGE 55    NONSMOKER
                                  PREFERRED -- $8,605 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT                 TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%    GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ----------   --------   --------   ----------
<S>                     <C>           <C>        <C>        <C>          <C>        <C>        <C>
          1                 9,035     500,000    500,000       500,000     4,647      5,024         5,404
          2                18,522     500,000    500,000       500,000     9,204     10,254        11,352
          3                28,483     500,000    500,000       500,000    14,425     16,475        18,706
          4                38,942     500,000    500,000       500,000    19,527     22,935        26,792
          5                49,924     500,000    500,000       500,000    24,522     29,659        35,701

          6                61,455     500,000    500,000       500,000    29,427     36,673        45,538
          7                73,563     500,000    500,000       500,000    34,248     43,998        56,411
          8                86,276     500,000    500,000       500,000    38,923     51,586        68,368
          9                99,625     500,000    500,000       500,000    43,418     59,416        81,497
         10               113,641     500,000    500,000       500,000    47,758     67,522        95,949

         15               194,961     500,000    500,000       500,000    63,139    108,721       190,170
         20               298,749     500,000    500,000       500,000    66,806    151,278       343,711
         25               431,212     500,000    500,000       656,230    55,891    199,852       624,981
         30               600,272     500,000    500,000     1,153,513    20,061    252,273     1,098,584

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ----------
<S>                    <C>        <C>        <C>
          1                  0          0             0
          2                  0          0             0
          3                  0          0             0
          4                  0      2,924         6,780
          5              5,419     10,555        16,597
          6             11,258     18,504        27,369
          7             17,041     26,791        39,204
          8             22,707     35,370        52,153
          9             28,225     44,222        66,303
         10             33,620     53,384        81,811
         15             54,985    100,568       182,017
         20             66,806    151,278       343,711
         25             55,891    199,852       624,981
         30             20,061    252,273     1,098,584
</TABLE>

Amounts are in Dollars

                                  Where a zero value is shown, the Policy will
                                  lapse unless sufficient additional premium is
                                  paid.

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  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.

                                  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 mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

                                                                              49
<PAGE>
                                  MALE    AGE 65    NONSMOKER
                                  PREFERRED -- $13,988 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  GUARANTEED BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ---------   --------   --------   ---------
<S>                     <C>           <C>        <C>        <C>         <C>        <C>        <C>
          1                14,687     500,000    500,000     500,000      6,503      7,084      7,670
          2                30,109     500,000    500,000     500,000      4,621      5,954      7,371
          3                46,302     500,000    500,000     500,000      2,748      4,777      7,074
          4                63,305           0    500,000     500,000          0      2,115      5,304
          5                81,157           0          0     500,000          0          0      1,724

          6                99,903           0          0           0          0          0          0
          7               119,585           0          0           0          0          0          0
          8               140,252           0          0           0          0          0          0
          9               161,952           0          0           0          0          0          0
         10               184,737           0          0           0          0          0          0

         15               316,934           0          0           0          0          0          0
         20               485,654           0          0           0          0          0          0
         25               700,989           0          0           0          0          0          0
         30               975,816           0          0           0          0          0          0

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ---------
<S>                    <C>        <C>        <C>
          1                0          0          0
          2                0          0          0
          3                0          0          0
          4                0          0          0
          5                0          0          0
          6                0          0          0
          7                0          0          0
          8                0          0          0
          9                0          0          0
         10                0          0          0
         15                0          0          0
         20                0          0          0
         25                0          0          0
         30                0          0          0
</TABLE>

Amounts are in Dollars

                                  Where a zero value is shown, the Policy will
                                  lapse unless sufficient additional premium is
                                  paid.

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  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.

                                  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 mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

50
<PAGE>
                                  MALE    AGE 65    NONSMOKER
                                  PREFERRED -- $13,988 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT                 TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%    GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ----------   --------   --------   ----------
<S>                     <C>           <C>        <C>        <C>          <C>        <C>        <C>
          1                14,687     500,000    500,000       500,000     6,503      7,085         7,670
          2                30,109     500,000    500,000       500,000    12,950     14,534        16,196
          3                46,302     500,000    500,000       500,000    20,460     23,525        26,871
          4                63,305     500,000    500,000       500,000    27,602     32,673        38,428
          5                81,157     500,000    500,000       500,000    34,624     42,237        51,228

          6                99,903     500,000    500,000       500,000    41,549     52,267        65,441
          7               119,585     500,000    500,000       500,000    48,328     62,738        81,182
          8               140,252     500,000    500,000       500,000    54,973     73,689        98,643
          9               161,952     500,000    500,000       500,000    61,393     85,056       117,943
         10               184,737     500,000    500,000       500,000    67,479     96,764       139,210

         15               316,934     500,000    500,000       500,000    86,745    155,746       280,842
         20               485,654     500,000    500,000       551,714    77,536    211,110       525,442
         25               700,989     500,000    500,000     1,012,056    32,960    276,470       963,863
         30               975,816           0    500,000     1,714,439         0    360,466     1,697,465

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ----------
<S>                    <C>        <C>        <C>
          1                  0          0             0
          2                  0          0             0
          3                625      3,690         7,036
          4              8,641     13,712        19,467
          5             16,547     24,161        33,151
          6             24,367     35,085        48,259
          7             32,051     46,461        64,904
          8             39,609     58,325        83,279
          9             46,951     70,614       103,501
         10             53,969     83,254       125,701
         15             78,419    147,420       272,516
         20             77,536    211,110       525,442
         25             32,960    276,470       963,863
         30                  0    360,466     1,697,465
</TABLE>

Amounts are in Dollars

                                  Where a zero value is shown, the Policy will
                                  lapse unless sufficient additional premium is
                                  paid.

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  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.

                                  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 mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

                                                                              51
<PAGE>
                                  FEMALE    AGE 55    NONSMOKER
                                  PREFERRED -- $6,925 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  GUARANTEED BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ---------   --------   --------   ---------
<S>                     <C>           <C>        <C>        <C>         <C>        <C>        <C>
          1                 7,271     500,000    500,000     500,000      3,492      3,788       4,085
          2                14,906     500,000    500,000     500,000      5,311      6,074       6,876
          3                22,922     500,000    500,000     500,000      7,680      9,061      10,580
          4                31,340     500,000    500,000     500,000      9,814     11,981      14,470
          5                40,178     500,000    500,000     500,000     11,703     14,818      18,553

          6                49,458     500,000    500,000     500,000     13,322     17,541      22,827
          7                59,202     500,000    500,000     500,000     14,612     20,083      27,252
          8                69,433     500,000    500,000     500,000     15,496     22,356      31,767
          9                80,176     500,000    500,000     500,000     15,867     24,236      36,278
         10                91,456     500,000    500,000     500,000     15,649     25,624      40,713

         15               156,901     500,000    500,000     500,000      4,461     22,888      60,453
         20               240,428           0          0     500,000          0          0      67,729
         25               347,031           0          0     500,000          0          0      19,991
         30               483,087           0          0           0          0          0           0

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ---------
<S>                    <C>        <C>        <C>
          1                  0          0           0
          2                  0          0           0
          3                  0          0           0
          4                  0          0           0
          5                  0          0       2,953
          6                  0      2,705       7,991
          7                569      6,040      13,209
          8              2,275      9,135      18,546
          9              3,498     11,866      23,909
         10              4,161     14,136      29,225
         15                  0     16,394      53,960
         20                  0          0      67,729
         25                  0          0      19,991
         30                  0          0           0
</TABLE>

Amounts are in Dollars

                                  Where a zero value is shown, the Policy will
                                  lapse unless sufficient additional premium is
                                  paid.

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  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.

                                  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 mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

52
<PAGE>
                                  FEMALE    AGE 55    NONSMOKER
                                  PREFERRED -- $6,925 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ---------   --------   --------   ---------
<S>                     <C>           <C>        <C>        <C>         <C>        <C>        <C>
          1                 7,271     500,000    500,000     500,000      3,492      3,788       4,085
          2                14,906     500,000    500,000     500,000      7,450      8,279       9,147
          3                22,922     500,000    500,000     500,000     12,083     13,731      15,521
          4                31,340     500,000    500,000     500,000     16,596     19,374      22,508
          5                40,178     500,000    500,000     500,000     21,018     25,248      30,203

          6                49,458     500,000    500,000     500,000     25,343     31,354      38,672
          7                59,202     500,000    500,000     500,000     29,553     37,685      47,981
          8                69,433     500,000    500,000     500,000     33,675     44,276      58,243
          9                80,176     500,000    500,000     500,000     37,687     51,117      69,538
         10                91,456     500,000    500,000     500,000     41,601     58,232      81,989

         15               156,901     500,000    500,000     500,000     58,581     97,240     165,367
         20               240,428     500,000    500,000     500,000     68,272    140,579     300,512
         25               347,031     500,000    500,000     568,989     68,215    191,830     541,894
         30               483,087     500,000    500,000     998,710     48,714    247,434     951,152

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ---------
<S>                    <C>        <C>        <C>
          1                  0          0           0
          2                  0          0           0
          3                  0          0           0
          4                260      3,038       6,172
          5              5,418      9,648      14,603
          6             10,507     16,518      23,836
          7             15,510     23,642      33,938
          8             20,454     31,055      45,022
          9             25,318     38,748      57,169
         10             30,113     46,744      70,501
         15             52,088     90,746     158,874
         20             68,272    140,579     300,512
         25             68,215    191,830     541,894
         30             48,714    247,434     951,152
</TABLE>

Amounts are in Dollars

                                  Where a zero value is shown, the Policy will
                                  lapse unless sufficient additional premium is
                                  paid.

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  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.

                                  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 mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

                                                                              53
<PAGE>
                                  FEMALE    AGE 65    NONSMOKER
                                  PREFERRED -- $11,501 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  GUARANTEED BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT               TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF       ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%   GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ---------   --------   --------   ---------
<S>                     <C>           <C>        <C>        <C>         <C>        <C>        <C>
          1                12,076     500,000    500,000     500,000      6,056      6,555       7,058
          2                24,756     500,000    500,000     500,000      7,579      8,830      10,149
          3                38,070     500,000    500,000     500,000      9,701     11,862      14,256
          4                52,049     500,000    500,000     500,000     11,144     14,380      18,145
          5                66,728     500,000    500,000     500,000     11,856     16,304      21,745

          6                82,140     500,000    500,000     500,000     11,726     17,488      24,917
          7                98,323     500,000    500,000     500,000     10,570     17,706      27,433
          8               115,316     500,000    500,000     500,000      8,123     16,636      28,961
          9               133,158     500,000    500,000     500,000      4,065     13,883      29,080
         10               151,892           0    500,000     500,000          0      9,010      27,311

         15               260,584           0          0           0          0          0           0
         20               399,307           0          0           0          0          0           0
         25               576,356           0          0           0          0          0           0
         30               802,320           0          0           0          0          0           0

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ---------
<S>                    <C>        <C>        <C>
          1                0            0           0
          2                0            0           0
          3                0            0           0
          4                0            0           0
          5                0            0       3,599
          6                0          263       7,691
          7                0        1,424      11,151
          8                0        1,318      13,643
          9                0            0      14,745
         10                0            0      13,977
         15                0            0           0
         20                0            0           0
         25                0            0           0
         30                0            0           0
</TABLE>

Amounts are in Dollars

                                  Where a zero value is shown, the Policy will
                                  lapse unless sufficient additional premium is
                                  paid.

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  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.

                                  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 mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

54
<PAGE>
                                  FEMALE    AGE 65    NONSMOKER
                                  PREFERRED -- $11,501 ANNUAL PREMIUM
                                  FACE AMOUNT $500,000
                                  DEATH BENEFIT OPTION 1

                                  CURRENT BASIS
<TABLE>
<CAPTION>
                         PREMIUMS
                        ACCUMULATED
       END OF               AT                 DEATH BENEFIT                 TOTAL ACCUMULATION VALUE
       POLICY           5% INTEREST     ANNUAL INVESTMENT RETURN OF        ANNUAL INVESTMENT RETURN OF
        YEAR             PER YEAR     GROSS 0%   GROSS 6%   GROSS 12%    GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------   -----------   --------   --------   ----------   --------   --------   ----------
<S>                     <C>           <C>        <C>        <C>          <C>        <C>        <C>
          1                12,076     500,000    500,000       500,000     6,056      6,555         7,058
          2                24,756     500,000    500,000       500,000    12,510     13,911        15,377
          3                38,070     500,000    500,000       500,000    20,098     22,870        25,883
          4                52,049     500,000    500,000       500,000    27,522     32,183        37,444
          5                66,728     500,000    500,000       500,000    34,768     41,852        50,163

          6                82,140     500,000    500,000       500,000    41,863     51,923        64,193
          7                98,323     500,000    500,000       500,000    48,732     62,337        79,601
          8               115,316     500,000    500,000       500,000    55,302     73,041        96,473
          9               133,158     500,000    500,000       500,000    61,722     84,196       115,120
         10               151,892     500,000    500,000       500,000    67,909     95,747       135,667

         15               260,584     500,000    500,000       500,000    91,017    156,191       272,332
         20               399,307     500,000    500,000       525,543    88,975    214,215       500,517
         25               576,356     500,000    500,000       953,689    56,326    281,249       908,275
         30               802,320           0    500,000     1,606,826         0    365,790     1,590,917

<CAPTION>

       END OF                  SURRENDER VALUE
       POLICY            ANNUAL INVESTMENT RETURN OF
        YEAR           GROSS 0%   GROSS 6%   GROSS 12%
- ---------------------  --------   --------   ----------
<S>                    <C>        <C>        <C>
          1                  0          0             0
          2                  0          0             0
          3                184      2,956         5,969
          4              8,480     13,141        18,402
          5             16,622     23,706        32,017
          6             24,638     34,698        46,967
          7             32,450     46,055        63,319
          8             39,984     57,723        81,155
          9             47,386     69,861       100,784
         10             54,575     82,413       122,333
         15             83,182    148,356       264,498
         20             88,975    214,215       500,517
         25             56,326    281,249       908,275
         30                  0    365,790     1,590,917
</TABLE>

Amounts are in Dollars

                                  If Premiums are paid more frequently than
                                  annually, the Death Benefit Proceeds,
                                  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.

                                  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 mortality and
                                  expense risk charges and (2) assumed Fund
                                  total expenses of 0.82% per year.

                                                                              55
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

                                                                             M-1
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                AIM           AIM
                                                V.I.          V.I.
                                                CAPITAL       DIVERSIFIED
                                                APPRECIATION  INCOME
                                    COMBINED    FUND          FUND
       <S>                          <C>         <C>           <C>
       ------------------------------------------------------------------
       ASSETS
         Investments at
            Market--Affiliated
            (Cost $8,705,340)       $5,229,751  $        --   $        --
         Investments at
            Market--Unaffiliated
            (Cost $5,179,861)        9,158,303      467,148       180,276
       ---------------------------  ----------  ------------  -----------
       TOTAL ASSETS                 14,388,054      467,148       180,276
       ---------------------------  ----------  ------------  -----------
       LIABILITY--
       Payable to The Lincoln
          National Life Insurance
          Company                          329           10             4
       ---------------------------  ----------  ------------  -----------
       NET ASSETS                   $14,387,725 $   467,138   $   180,272
       ---------------------------  ==========  ============  ===========
       Percent of net assets            100.00%        3.25%         1.25%
       ---------------------------  ==========  ============  ===========
       NET ASSETS ARE REPRESENTED BY:
         Units in accumulation
            period                                   42,471        18,128
         Unit value                             $    10.999   $     9.944
       ---------------------------              ------------  -----------
       NET ASSETS                               $   467,138   $   180,272
       ---------------------------              ============  ===========
</TABLE>

<TABLE>
<CAPTION>
                                    FIDELITY    LINCOLN
                                    VIP II      NATIONAL    MFS
                                    INVESTMENT  MONEY       EMERGING
                                    GRADE BOND  MARKET      GROWTH
                                    PORTFOLIO   ACCOUNT     SERIES
       <S>                          <C>         <C>         <C>
       -------------------------------------------------------------
       ASSETS
         Investments at
            Market--Affiliated
            (Cost $8,705,340)       $      --   $4,598,486  $     --
         Investments at
            Market--Unaffiliated
            (Cost $5,179,861)         449,361           --   330,790
       ---------------------------  ----------  ----------  --------
       TOTAL ASSETS                   449,361    4,598,486   330,790
       ---------------------------  ----------  ----------  --------
       LIABILITY--
       Payable to The Lincoln
          National Life Insurance
          Company                          10          108         7
       ---------------------------  ----------  ----------  --------
       NET ASSETS                   $ 449,351   $4,598,378  $330,783
       ---------------------------  ==========  ==========  ========
       Percent of net assets             3.12%       31.96%     2.30%
       ---------------------------  ==========  ==========  ========
       NET ASSETS ARE REPRESENTED BY:
         Units in accumulation
            period                     42,900      449,850    28,921
         Unit value                 $  10.474   $   10.222  $ 11.437
       ---------------------------  ----------  ----------  --------
       NET ASSETS                   $ 449,351   $4,598,378  $330,783
       ---------------------------  ==========  ==========  ========
</TABLE>

See accompanying notes.

M-2
<PAGE>

<TABLE>
<CAPTION>
                                                                   DELAWARE             DELAWARE  FIDELITY   FIDELITY
                             AIM        AIM          BANKER'S      PREMIUM    DELAWARE  PREMIUM   VIP        VIP II
                             V.I.       V.I.         TRUST EQUITY  SMALL      PREMIUM   EMERGING  EQUITY-    ASSET
                             GROWTH     VALUE        500 INDEX     CAP VALUE  TREND     MARKETS   INCOME     MANAGER
                             FUND       FUND         FUND          SERIES     SERIES    SERIES    PORTFOLIO  PORTFOLIO
<S>                          <C>        <C>          <C>           <C>        <C>       <C>       <C>        <C>
- ----------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at
     Market--Affiliated
     (Cost $8,705,340)       $      --  $        --  $        --   $280,173   $337,348  $ 13,744  $     --    $    --
  Investments at
     Market--Unaffiliated
     (Cost $5,179,861)         931,463    1,054,867    2,828,272         --         --        --   864,119     81,432
- ---------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
TOTAL ASSETS                   931,463    1,054,867    2,828,272    280,173    337,348    13,744   864,119     81,432
- ---------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
LIABILITY--
Payable to The Lincoln
   National Life Insurance
   Company                          20           23           62          6          7        --        18          2
- ---------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
NET ASSETS                   $ 931,443  $ 1,054,844  $ 2,828,210   $280,167   $337,341  $ 13,744  $864,101    $81,430
- ---------------------------  =========  ===========  ============  =========  ========  ========  ========    =======
Percent of net assets             6.47%        7.33%       19.66%      1.95%      2.34%     0.10%     6.01%      0.57%
- ---------------------------  =========  ===========  ============  =========  ========  ========  ========    =======
NET ASSETS ARE REPRESENTED BY:
  Units in accumulation
     period                     79,949       90,608      254,031     28,766     30,607     1,778    84,425      7,669
  Unit value                 $  11.651  $    11.642  $    11.133   $  9.740   $ 11.022  $  7.729  $ 10.235    $10.618
- ---------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
NET ASSETS                   $ 931,443  $ 1,054,844  $ 2,828,210   $280,167   $337,341  $ 13,744  $864,101    $81,430
- ---------------------------  =========  ===========  ============  =========  ========  ========  ========    =======
</TABLE>

<TABLE>
<CAPTION>
                                                                              TEMPLETON
                                                  OCC                         VARIABLE    TEMPLETON      TEMPLETON
                             MFS                  ACCUMULATION  OCC           PRODUCTS    VARIABLE       VARIABLE
                             TOTAL     MFS        GLOBAL        ACCUMULATION  ASSET       PRODUCTS       PRODUCTS
                             RETURN    UTILITIES  EQUITY        MANAGED       ALLOCATION  INTERNATIONAL  STOCK
                             SERIES    SERIES     PORTFOLIO     PORTFOLIO     FUND        FUND           FUND
<S>                          <C>       <C>        <C>           <C>           <C>         <C>            <C>
- ------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at
     Market--Affiliated
     (Cost $8,705,340)       $     --  $     --   $     --      $      --     $      --   $        --    $      --
  Investments at
     Market--Unaffiliated
     (Cost $5,179,861)        601,997   328,049     96,910        183,104        36,989       628,292       95,234
- ---------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
TOTAL ASSETS                  601,997   328,049     96,910        183,104        36,989       628,292       95,234
- ---------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
LIABILITY--
Payable to The Lincoln
   National Life Insurance
   Company                         13         7          2              8             2            14            6
- ---------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
NET ASSETS                   $601,984  $328,042   $ 96,908      $ 183,096     $  36,987   $   628,278    $  95,228
- ---------------------------  ========  ========   ============  ============  =========   =============  =========
Percent of net assets            4.18%     2.28%      0.67%          1.27%         0.26%         4.37%        0.66%
- ---------------------------  ========  ========   ============  ============  =========   =============  =========
NET ASSETS ARE REPRESENTED BY:
  Units in accumulation
     period                    57,953    30,401      9,862         18,729         3,748        65,332       10,285
  Unit value                 $ 10.387  $ 10.791   $  9.827      $   9.776     $   9.869   $     9.617    $   9.258
- ---------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
NET ASSETS                   $601,984  $328,042   $ 96,908      $ 183,096     $  36,987   $   628,278    $  95,228
- ---------------------------  ========  ========   ============  ============  =========   =============  =========
</TABLE>

                                                                             M-3
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                              AIM           AIM
                                              V.I.          V.I.
                                              CAPITAL       DIVERSIFIED
                                              APPRECIATION  INCOME
                                    COMBINED  FUND          FUND
       <S>                          <C>       <C>           <C>
       ----------------------------------------------------------------
       Net Investment Income:
         Dividends from investment
            income                  $38,020   $      508    $     7,032
         Dividends from net
            realized gains on
            investments             119,630        9,006          2,243
         Mortality and expense
            guarantees              (12,114)        (528)          (244)
       ---------------------------  -------   ------------  -----------
       NET INVESTMENT INCOME
          (LOSS)                    145,536        8,986          9,031
       ---------------------------  -------   ------------  -----------
       Net Realized and Unrealized
          Gain (Loss) on
          Investments:
         Net realized gain (loss)
            on investments           13,135          572           (231)
         Net change in unrealized
            appreciation or
            depreciation on
            investments             502,853       44,531         (7,193)
       ---------------------------  -------   ------------  -----------
       NET REALIZED AND UNREALIZED
          GAIN (LOSS) ON
          INVESTMENTS               515,988       45,103         (7,424)
       ---------------------------  -------   ------------  -----------
       NET INCREASE (DECREASE) IN
          NET ASSETS RESULTING
          FROM OPERATIONS           $661,524  $   54,089    $     1,607
       ---------------------------  =======   ============  ===========
</TABLE>

<TABLE>
<CAPTION>
                                    FIDELITY    LINCOLN
                                    VIP II      NATIONAL  MFS
                                    INVESTMENT  MONEY     EMERGING
                                    GRADE BOND  MARKET    GROWTH
                                    PORTFOLIO   ACCOUNT   SERIES
       <S>                          <C>         <C>       <C>
       -----------------------------------------------------------
       Net Investment Income:
         Dividends from investment
            income                  $    --     $19,001   $     --
         Dividends from net
            realized gains on
            investments                  --          --         --
         Mortality and expense
            guarantees                 (461)     (3,216)      (252)
       ---------------------------  ----------  --------  --------
       NET INVESTMENT INCOME
          (LOSS)                       (461)     15,785       (252)
       ---------------------------  ----------  --------  --------
       Net Realized and Unrealized
          Gain (Loss) on
          Investments:
         Net realized gain (loss)
            on investments               72          --        592
         Net change in unrealized
            appreciation or
            depreciation on
            investments               5,094          --     41,059
       ---------------------------  ----------  --------  --------
       NET REALIZED AND UNREALIZED
          GAIN (LOSS) ON
          INVESTMENTS                 5,166          --     41,651
       ---------------------------  ----------  --------  --------
       NET INCREASE (DECREASE) IN
          NET ASSETS RESULTING
          FROM OPERATIONS           $ 4,705     $15,785   $ 41,399
       ---------------------------  ==========  ========  ========
</TABLE>

See accompanying notes.

M-4
<PAGE>

<TABLE>
<CAPTION>
                                                                 DELAWARE             DELAWARE  FIDELITY   FIDELITY
                             AIM        AIM        BANKER'S      PREMIUM    DELAWARE  PREMIUM   VIP        VIP II
                             V.I.       V.I.       TRUST EQUITY  SMALL      PREMIUM   EMERGING  EQUITY-    ASSET
                             GROWTH     VALUE      500 INDEX     CAP VALUE  TREND     MARKETS   INCOME     MANAGER
                             FUND       FUND       FUND          SERIES     SERIES    SERIES    PORTFOLIO  PORTFOLIO
<S>                          <C>        <C>        <C>           <C>        <C>       <C>       <C>        <C>
- --------------------------------------------------------------------------------------------------------------------
Net Investment Income:
  Dividends from investment
     income                  $   2,314  $   3,875  $    4,231    $     --   $    --   $   --    $     --    $    --
  Dividends from net
     realized gains on
     investments                43,375     34,275      27,082          --        --       --          --         --
  Mortality and expense
     guarantees                   (893)      (797)     (2,531)       (247)     (225)     (17)       (881)       (73)
- ---------------------------  ---------  ---------  ------------  ---------  --------  --------  --------    -------
NET INVESTMENT INCOME
   (LOSS)                       44,796     37,353      28,782        (247)     (225)     (17)       (881)       (73)
- ---------------------------  ---------  ---------  ------------  ---------  --------  --------  --------    -------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments              1,004      2,502       3,674         946       593      (75)      1,374        362
  Net change in unrealized
     appreciation or
     depreciation on
     investments                70,745     69,059     111,040      19,663    30,739     (512)     48,819      4,003
- ---------------------------  ---------  ---------  ------------  ---------  --------  --------  --------    -------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                  71,749     71,561     114,714      20,609    31,332     (587)     50,193      4,365
- ---------------------------  ---------  ---------  ------------  ---------  --------  --------  --------    -------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $ 116,545  $ 108,914  $  143,496    $ 20,362   $31,107   $ (604)   $ 49,312    $ 4,292
- ---------------------------  =========  =========  ============  =========  ========  ========  ========    =======
</TABLE>

<TABLE>
<CAPTION>
                                                                             TEMPLETON
                                                 OCC                         VARIABLE    TEMPLETON      TEMPLETON
                             MFS                 ACCUMULATION  OCC           PRODUCTS    VARIABLE       VARIABLE
                             TOTAL    MFS        GLOBAL        ACCUMULATION  ASSET       PRODUCTS       PRODUCTS
                             RETURN   UTILITIES  EQUITY        MANAGED       ALLOCATION  INTERNATIONAL  STOCK
                             SERIES   SERIES     PORTFOLIO     PORTFOLIO     FUND        FUND           FUND
<S>                          <C>      <C>        <C>           <C>           <C>         <C>            <C>
- -----------------------------------------------------------------------------------------------------------------
Net Investment Income:
  Dividends from investment
     income                  $    --   $    --   $ 1,059       $     --      $      --   $       --     $      --
  Dividends from net
     realized gains on
     investments                  --        --     3,647              2             --           --            --
  Mortality and expense
     guarantees                 (451)     (319)     (104)          (140)           (45)        (582)         (108)
- ---------------------------  -------   -------   ------------  ------------  ---------   -------------  ---------
NET INVESTMENT INCOME
   (LOSS)                       (451)     (319)    4,602           (138)           (45)        (582)         (108)
- ---------------------------  -------   -------   ------------  ------------  ---------   -------------  ---------
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments              599       600       660             85            234         (357)          (71)
  Net change in unrealized
     appreciation or
     depreciation on
     investments              18,520    15,337     1,012          4,808          2,272       21,136         2,721
- ---------------------------  -------   -------   ------------  ------------  ---------   -------------  ---------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                19,119    15,937     1,672          4,893          2,506       20,779         2,650
- ---------------------------  -------   -------   ------------  ------------  ---------   -------------  ---------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $18,668   $15,618   $ 6,274       $  4,755      $   2,461   $   20,197     $   2,542
- ---------------------------  =======   =======   ============  ============  =========   =============  =========
</TABLE>

                                                                             M-5
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                     AIM           AIM
                                                     V.I.          V.I.
                                                     CAPITAL       DIVERSIFIED
                                                     APPRECIATION  INCOME
                                         COMBINED    FUND          FUND
<S>                                      <C>         <C>           <C>
- ------------------------------------------------------------------------------
Changes From Operations:
  Net investment income (loss)           $  145,536  $     8,986   $     9,031
  Net realized gain (loss) on
     investments                             13,135          572          (231)
  Net change in unrealized appreciation
     or depreciation on investments         502,853       44,531        (7,193)
- ---------------------------------------  ----------  ------------  -----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                661,524       54,089         1,607
- ---------------------------------------  ----------  ------------  -----------
Change From Unit Transactions:
  Participant purchases                  20,516,015      440,198       220,792
  Participant withdrawals                (6,789,814)     (27,149)      (42,127)
- ---------------------------------------  ----------  ------------  -----------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                13,726,201      413,049       178,665
- ---------------------------------------  ----------  ------------  -----------
TOTAL INCREASE IN NET ASSETS             14,387,725      467,138       180,272
- ---------------------------------------  ----------  ------------  -----------
NET ASSETS AT DECEMBER 31, 1998          $14,387,725 $   467,138   $   180,272
- ---------------------------------------  ==========  ============  ===========
</TABLE>

<TABLE>
<CAPTION>
                                         FIDELITY    LINCOLN
                                         VIP II      NATIONAL    MFS
                                         INVESTMENT  MONEY       EMERGING
                                         GRADE BOND  MARKET      GROWTH
                                         PORTFOLIO   ACCOUNT     SERIES
<S>                                      <C>         <C>         <C>
- -------------------------------------------------------------------------
Changes From Operations:
  Net investment income (loss)           $    (461)  $   15,785  $   (252)
  Net realized gain (loss) on
     investments                                72           --       592
  Net change in unrealized appreciation
     or depreciation on investments          5,094           --    41,059
- ---------------------------------------  ----------  ----------  --------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                 4,705       15,785    41,399
- ---------------------------------------  ----------  ----------  --------
Change From Unit Transactions:
  Participant purchases                    474,803   10,886,091   308,188
  Participant withdrawals                  (30,157)  (6,303,498)  (18,804)
- ---------------------------------------  ----------  ----------  --------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                  444,646    4,582,593   289,384
- ---------------------------------------  ----------  ----------  --------
TOTAL INCREASE IN NET ASSETS               449,351    4,598,378   330,783
- ---------------------------------------  ----------  ----------  --------
NET ASSETS AT DECEMBER 31, 1998          $ 449,351   $4,598,378  $330,783
- ---------------------------------------  ==========  ==========  ========
</TABLE>

See accompanying notes.

M-6
<PAGE>

<TABLE>
<CAPTION>
                                                                               DELAWARE             DELAWARE  FIDELITY   FIDELITY
                                         AIM        AIM          BANKER'S      PREMIUM    DELAWARE  PREMIUM   VIP        VIP II
                                         V.I.       V.I.         TRUST EQUITY  SMALL      PREMIUM   EMERGING  EQUITY-    ASSET
                                         GROWTH     VALUE        500 INDEX     CAP VALUE  TREND     MARKETS   INCOME     MANAGER
                                         FUND       FUND         FUND          SERIES     SERIES    SERIES    PORTFOLIO  PORTFOLIO
<S>                                      <C>        <C>          <C>           <C>        <C>       <C>       <C>        <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Changes From Operations:
  Net investment income (loss)           $  44,796  $    37,353  $    28,782   $   (247)  $   (225) $   (17)  $   (881)   $   (73)
  Net realized gain (loss) on
     investments                             1,004        2,502        3,674        946        593      (75)     1,374        362

  Net change in unrealized appreciation
     or depreciation on investments         70,745       69,059      111,040     19,663     30,739     (512)    48,819      4,003
- ---------------------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS               116,545      108,914      143,496     20,362     31,107     (604)    49,312      4,292
- ---------------------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
Change From Unit Transactions:
  Participant purchases                    871,193    1,007,254    2,738,345    278,003    316,822   15,958    874,010     86,282
  Participant withdrawals                  (56,295)     (61,324)     (53,631)   (18,198)   (10,588)  (1,610)   (59,221)    (9,144)
- ---------------------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                  814,898      945,930    2,684,714    259,805    306,234   14,348    814,789     77,138
- ---------------------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
TOTAL INCREASE IN NET ASSETS               931,443    1,054,844    2,828,210    280,167    337,341   13,744    864,101     81,430
- ---------------------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
NET ASSETS AT DECEMBER 31, 1998          $ 931,443  $ 1,054,844  $ 2,828,210   $280,167   $337,341  $13,744   $864,101    $81,430
- ---------------------------------------  =========  ===========  ============  =========  ========  ========  ========    =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                          TEMPLETON
                                                              OCC                         VARIABLE    TEMPLETON      TEMPLETON
                                         MFS                  ACCUMULATION  OCC           PRODUCTS    VARIABLE       VARIABLE
                                         TOTAL     MFS        GLOBAL        ACCUMULATION  ASSET       PRODUCTS       PRODUCTS
                                         RETURN    UTILITIES  EQUITY        MANAGED       ALLOCATION  INTERNATIONAL  STOCK
                                         SERIES    SERIES     PORTFOLIO     PORTFOLIO     FUND        FUND           FUND
<S>                                      <C>       <C>        <C>           <C>           <C>         <C>            <C>
- ------------------------------------------------------------------------------------------------------------------------------
Changes From Operations:
  Net investment income (loss)           $   (451) $   (319)  $  4,602      $    (138)    $     (45)  $      (582)   $    (108)
  Net realized gain (loss) on
     investments                              599       600        660             85           234          (357)         (71)
  Net change in unrealized appreciation
     or depreciation on investments        18,520    15,337      1,012          4,808         2,272        21,136        2,721
- ---------------------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS               18,668    15,618      6,274          4,755         2,461        20,197        2,542
- ---------------------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
Change From Unit Transactions:
  Participant purchases                   608,312   323,546     96,433        188,146        37,943       643,263      100,433
  Participant withdrawals                 (24,996)  (11,122)    (5,799)        (9,805)       (3,417)      (35,182)      (7,747)
- ---------------------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                 583,316   312,424     90,634        178,341        34,526       608,081       92,686
- ---------------------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
TOTAL INCREASE IN NET ASSETS              601,984   328,042     96,908        183,096        36,987       628,278       95,228
- ---------------------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
NET ASSETS AT DECEMBER 31, 1998          $601,984  $328,042   $ 96,908      $ 183,096     $  36,987   $   628,278    $  95,228
- ---------------------------------------  ========  ========   ============  ============  =========   =============  =========
</TABLE>

                                                                             M-7
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS

1.  ACCOUNTING POLICIES & ACCOUNT INFORMATION

    THE ACCOUNT:
    Lincoln Life Flexible Premium Variable Life Account M (the Variable Account)
    is a segregated investment account of The Lincoln National Life Insurance
    Company (Lincoln Life) and is registered as a unit investment trust with the
    Securities and Exchange Commission under the Investment Company Act of 1940,
    as amended. The operations of the Variable Account, which commenced on
    June 18, 1998, are part of the operations of Lincoln Life.

    The assets of the Variable Account are owned by Lincoln Life. The portion of
    the Variable Account's assets supporting the variable life policies may not
    be used to satisfy liabilities arising out of any other business of Lincoln
    Life.

    BASIS OF PRESENTATION:
    The accompanying financial statements have been prepared in accordance with
    generally accepted accounting principles for unit investment trusts.

    INVESTMENTS:
    The assets of the Variable Account are divided into variable sub-accounts
    each of which is invested in shares of one of twenty portfolios (the Funds)
    of eight diversified open-end management investment companies, each
    portfolio with its own investment objective. The Funds in which the variable
    sub-accounts invest are as follows:

    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

    Banker's Trust:
      Banker's Trust Equity 500 Index Fund

    Delaware Group:
      Delaware Premium Small Cap Value Series
      Delaware Premium Trend Series
      Delaware Premium Emerging Markets Series

    Fidelity Variable Insurance Products Fund:
      Fidelity VIP Equity-Income Portfolio

    Fidelity Variable Insurance Products Fund II:
      Fidelity VIP II Asset Manager Portfolio
      Fidelity VIP II Investment Grade Bond Portfolio

    Lincoln National:
      Lincoln National Money Market Account

    MFS Variable Insurance Trust:
      MFS Emerging Growth Series
      MFS Total Return Series
      MFS Utilities Series

    OCC Accumulation Trust:
      OCC Accumulation Global Equity Portfolio
      OCC Accumulation Managed Portfolio

    Templeton Variable Product Series Fund:
      Templeton Variable Product Asset Allocation Fund
      Templeton Variable Product International Fund
      Templeton Variable Product Stock Fund

    Investments in the variable sub-accounts are stated at the closing net asset
    value per share on December 31, 1998, which approximates fair value. The
    difference between cost and fair value is reflected as unrealized
    appreciation and depreciation of investments.

    Investment transactions are accounted for on a trade date basis. The cost of
    investments sold is determined by the average cost method.

    DIVIDENDS:
    Dividends paid to the Variable Account are automatically reinvested in
    shares of the Funds on the payable date. Dividend income is recorded on the
    ex-dividend date.

    FEDERAL INCOME TAXES:
    Operations of the Variable Account form a part of and are taxed with
    operations of Lincoln Life, which is taxed as a life insurance company under
    the Internal Revenue Code. The Variable Account will not be taxed as a
    regulated investment company under Subchapter M of the Internal Revenue
    Code. Using current federal income tax law, no federal income taxes are
    payable with respect to the Variable Account's net investment income and the
    net realized gain on investments.

2.  MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATES
    Amounts are paid to Lincoln Life for mortality and expense guarantees at a
    percentage of the current value of the Variable Account each day. The
    current rate of deduction, stated as an annual percentage, is .80% during
    the first twelve years and .55% thereafter. The mortality and expense risk
    charges for each of the variable sub-accounts are reported in the statement
    of operations.

    Prior to the allocation of premiums to the Variable Account, Lincoln Life
    deducts a premium load of 5% of each premium payment to cover state taxes
    and federal income tax liabilities.

    Lincoln Life charges a monthly administrative fee of $15 in the first policy
    year and $5 in subsequent policy years. This charge is for items such as
    premium billing and collection, policy value calculation, confirmations and
    periodic reports.

M-8
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.  MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATES
    (CONTINUED)
    Lincoln Life assumes responsibility for providing the insurance benefit
    included in the policy. Lincoln Life charges a monthly deduction of the cost
    of insurance and any charges for supplemental riders. The cost of insurance
    charge depends on the attained age, risk classification, gender
    classification (in accordance with state law) and the current net amount at
    risk. On a monthly basis, the administrative fee and the cost of insurance
    charge are deducted proportionately for the value of each variable
    sub-account and/or fixed account funding options. The fixed account is part
    of the general account of Lincoln Life and is not included in these
    financial statements.

    Under certain circumstances, Lincoln Life reserves the right to charge a
    transfer fee of up to $25 for transfers between variable sub-accounts. For
    the period ended December 31, 1998, no transfer fees were deducted from the
    variable sub-accounts.

    The fees charged by Lincoln Life for premium loads (deducted from premium
    payments), administrative fees and the amount deducted for the cost of
    insurance, both of which are included in participant withdrawals in the
    statement of changes in net assets, for variable sub-accounts for the period
    ended December 31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                                                                     COST OF
                                                                 PREMIUM        ADMINISTRATIVE       INSURANCE
   VARIABLE SUB-ACCOUNTS                                         LOADS          FEES                 DEDUCTION
   -----------------------------------------------------------------------------------------------------------
   <S>                                                           <C>            <C>                  <C>
   AIM V.I. Capital Appreciation Fund                            $ 12,511           $1,318            $13,088
   ------------------------------------------------------------
   AIM V.I. Diversified Income Fund                                 6,576              579              9,848
   ------------------------------------------------------------
   AIM V.I. Growth Fund                                            27,791            1,999             26,346
   ------------------------------------------------------------
   AIM V.I. Value Fund                                             29,764            2,668             28,268
   ------------------------------------------------------------
   Banker's Trust Equity 500 Index Fund                            19,568            2,403             30,914
   ------------------------------------------------------------
   Delaware Premium Small Cap Value Series                          6,727            1,193             10,079
   ------------------------------------------------------------
   Delaware Premium Trend Series                                    4,396              678              5,483
   ------------------------------------------------------------
   Delaware Premium Emerging Markets Series                           520              134                957
   ------------------------------------------------------------
   Fidelity VIP Equity-Income Portfolio                            27,339            2,288             29,336
   ------------------------------------------------------------
   Fidelity VIP II Asset Manager Portfolio                          3,083              348              5,696
   ------------------------------------------------------------
   Fidelity VIP II Investment Grade Bond Portfolio                 10,424            1,005             18,587
   ------------------------------------------------------------
   Lincoln National Money Market Account                          360,119            7,600            266,635
   ------------------------------------------------------------
   MFS Emerging Growth Series                                      10,627            1,139              6,957
   ------------------------------------------------------------
   MFS Total Return Series                                         12,776            1,072             10,983
   ------------------------------------------------------------
   MFS Utilities Series                                             3,706              654              6,652
   ------------------------------------------------------------
   OCC Accumulation Global Equity Portfolio                         3,165              226              2,406
   ------------------------------------------------------------
   OCC Accumulation Managed Portfolio                               4,301              410              4,987
   ------------------------------------------------------------
   Templeton Variable Products Asset Allocation Fund                1,390              216              1,785
   ------------------------------------------------------------
   Templeton Variable Products International Fund                  14,696            1,880             18,356
   ------------------------------------------------------------
   Templeton Variable Products Stock Fund                           3,047              509              4,151
   ------------------------------------------------------------
</TABLE>

    Lincoln Life, upon full surrender of a policy, may charge a surrender
    charge. This charge is in part a deferred sales charge and in part a
    recovery of certain first year administrative costs. The amount of the
    surrender charge, if any, will depend on the amount of the death benefit,
    the amount of premium payments made during the first two policy years and
    the age of the policy. In no event will the surrender charge exceed the
    maximum allowed by state or federal law. No surrender charge is imposed on a
    partial surrender, but an administrative fee of $25 is imposed, allocated
    pro-rata among the variable sub-accounts (and, where applicable, the fixed
    account) from which the partial surrender proceeds are taken. Full surrender
    charges and partial surrender administrative charges paid to Lincoln Life
    attributable to the variable sub-accounts for the year ended December 31,
    1998, were $3,674.

                                                                             M-9
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.  NET ASSETS
    The following is a summary of net assets owned at
    December 31, 1998.

<TABLE>
<CAPTION>
                                         AIM           AIM
                                         V.I.          V.I.
                                         CAPITAL       DIVERSIFIED
                                         APPRECIATION  INCOME
                             COMBINED    FUND          FUND
<S>                          <C>         <C>           <C>
- ------------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------  ----------  ------------  -----------
Accumulation units           $13,726,201 $   413,049   $   178,665
- ---------------------------  ----------  ------------  -----------
Accumulated net investment
   income (loss)                145,536        8,986         9,031
- ---------------------------  ----------  ------------  -----------
Accumulated net realized
   gain (loss) on
   investments                   13,135          572          (231)
- ---------------------------  ----------  ------------  -----------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                  502,853       44,531        (7,193)
                             ----------  ------------  -----------
                             $14,387,725 $   467,138   $   180,272
                             ==========  ============  ===========
</TABLE>

<TABLE>
<CAPTION>
                             FIDELITY    LINCOLN
                             VIP II      NATIONAL    MFS
                             INVESTMENT  MONEY       EMERGING
                             GRADE BOND  MARKET      GROWTH
                             PORTFOLIO   ACCOUNT     SERIES
<S>                          <C>         <C>         <C>
- -------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------  ----------  ----------  --------
Accumulation units           $ 444,646   $4,582,593  $289,384
- ---------------------------  ----------  ----------  --------
Accumulated net investment
   income (loss)                  (461)      15,785      (252)
- ---------------------------  ----------  ----------  --------
Accumulated net realized
   gain (loss) on
   investments                      72           --       592
- ---------------------------  ----------  ----------  --------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                   5,094           --    41,059
                             ----------  ----------  --------
                             $ 449,351   $4,598,378  $330,783
                             ==========  ==========  ========
</TABLE>

M-10
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                   DELAWARE             DELAWARE  FIDELITY   FIDELITY
                             AIM        AIM          BANKER'S      PREMIUM    DELAWARE  PREMIUM   VIP        VIP II
                             V.I.       V.I.         TRUST EQUITY  SMALL      PREMIUM   EMERGING  EQUITY-    ASSET
                             GROWTH     VALUE        500 INDEX     CAP VALUE  TREND     MARKETS   INCOME     MANAGER
                             FUND       FUND         FUND          SERIES     SERIES    SERIES    PORTFOLIO  PORTFOLIO
<S>                          <C>        <C>          <C>           <C>        <C>       <C>       <C>        <C>
- ----------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
Accumulation units           $ 814,898  $   945,930  $ 2,684,714   $259,805   $306,234  $14,348   $814,789    $77,138
- ---------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
Accumulated net investment
   income (loss)                44,796       37,353       28,782       (247)      (225)     (17)      (881)       (73)
- ---------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
Accumulated net realized
   gain (loss) on
   investments                   1,004        2,502        3,674        946        593      (75)     1,374        362
- ---------------------------  ---------  -----------  ------------  ---------  --------  --------  --------    -------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                  70,745       69,059      111,040     19,663     30,739     (512)    48,819      4,003
                             ---------  -----------  ------------  ---------  --------  --------  --------    -------
                             $ 931,443  $ 1,054,844  $ 2,828,210   $280,167   $337,341  $13,744   $864,101    $81,430
                             =========  ===========  ============  =========  ========  ========  ========    =======
</TABLE>

<TABLE>
<CAPTION>
                                                                              TEMPLETON
                                                  OCC                         VARIABLE    TEMPLETON      TEMPLETON
                             MFS                  ACCUMULATION  OCC           PRODUCTS    VARIABLE       VARIABLE
                             TOTAL     MFS        GLOBAL        ACCUMULATION  ASSET       PRODUCTS       PRODUCTS
                             RETURN    UTILITIES  EQUITY        MANAGED       ALLOCATION  INTERNATIONAL  STOCK
                             SERIES    SERIES     PORTFOLIO     PORTFOLIO     FUND        FUND           FUND
<S>                          <C>       <C>        <C>           <C>           <C>         <C>            <C>
- ------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
Accumulation units           $583,316  $312,424   $ 90,634      $ 178,341     $  34,526   $   608,081    $  92,686
- ---------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
Accumulated net investment
   income (loss)                 (451)     (319)     4,602           (138)          (45)         (582)        (108)
- ---------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
Accumulated net realized
   gain (loss) on
   investments                    599       600        660             85           234          (357)         (71)
- ---------------------------  --------  --------   ------------  ------------  ---------   -------------  ---------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                 18,520    15,337      1,012          4,808         2,272        21,136        2,721
                             --------  --------   ------------  ------------  ---------   -------------  ---------
                             $601,984  $328,042   $ 96,908      $ 183,096     $  36,987   $   628,278    $  95,228
                             ========  ========   ============  ============  =========   =============  =========
</TABLE>

                                                                            M-11
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4.  PURCHASES AND SALES OF INVESTMENTS

    The aggregate cost of investments purchased and the
    aggregate proceeds from investments sold were as follows for
    1998.

<TABLE>
<CAPTION>
                                                                 AGGREGATE         AGGREGATE
                                                                 COST OF           PROCEEDS
                                                                 PURCHASES         FROM SALES
                                                                 ----------------------------
   <S>                                                           <C>               <C>
   AIM V.I. Capital Appreciation Fund                            $   439,170       $   17,125
   ------------------------------------------------------------
   AIM V.I. Diversified Income Fund                                  242,542           54,842
   ------------------------------------------------------------
   AIM V.I. Growth Fund                                              875,293           15,579
   ------------------------------------------------------------
   AIM V.I. Value Fund                                             1,022,610           39,304
   ------------------------------------------------------------
   Banker's Trust Equity 500 Index Fund                            2,798,647           85,089
   ------------------------------------------------------------
   Delaware Premium Small Cap Value Series                           281,412           21,848
   ------------------------------------------------------------
   Delaware Premium Trend Series                                     313,954            7,938
   ------------------------------------------------------------
   Delaware Premium Emerging Markets Series                           16,051            1,720
   ------------------------------------------------------------
   Fidelity VIP Equity-Income Portfolio                              842,814           28,888
   ------------------------------------------------------------
   Fidelity VIP II Asset Manager Portfolio                            85,412            8,345
   ------------------------------------------------------------
   Fidelity VIP II Investment Grade Bond Portfolio                   464,126           19,931
   ------------------------------------------------------------
   Lincoln National Money Market Account                           9,331,050        4,732,564
   ------------------------------------------------------------
   MFS Emerging Growth Series                                        296,021            6,882
   ------------------------------------------------------------
   MFS Total Return Series                                           604,226           21,348
   ------------------------------------------------------------
   MFS Utilities Series                                              334,841           22,729
   ------------------------------------------------------------
   OCC Accumulation Global Equity Portfolio                          111,360           16,122
   ------------------------------------------------------------
   OCC Accumulation Managed Portfolio                                183,624            5,413
   ------------------------------------------------------------
   Templeton Variable Products Asset Allocation Fund                  39,192            4,709
   ------------------------------------------------------------
   Templeton Variable Products International Fund                    622,978           15,465
   ------------------------------------------------------------
   Templeton Variable Products Stock Fund                             96,625            4,041
   ------------------------------------------------------------
                                                                 -----------       ----------
                                                                 $19,001,948       $5,129,882
                                                                 ===========       ==========
</TABLE>

M-12
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  INVESTMENTS

    The following is a summary of investments owned at
    December 31, 1998.

<TABLE>
<CAPTION>
                                                                     NET
                                                   SHARES            ASSET         VALUE OF          COST OF
                                                   OUTSTANDING       VALUE         SHARES            SHARES
                                                   -------------------------------------------------------------
   <S>                                             <C>               <C>           <C>               <C>
   AIM V.I. Capital Appreciation Fund                 18,538         $ 25.20       $   467,148       $   422,617
    ---------------------------------------------
   AIM V.I. Diversified Income Fund                   16,479           10.94           180,276           187,469
    ---------------------------------------------
   AIM V.I. Growth Fund                               37,559           24.80           931,463           860,718
    ---------------------------------------------
   AIM V.I. Value Fund                                40,185           26.25         1,054,867           985,808
    ---------------------------------------------
   Banker's Trust Equity 500 Index Fund              222,174           12.73         2,828,272         2,717,232
    ---------------------------------------------
   Delaware Premium Small Cap Value Series            17,032           16.45           280,173           260,510
    ---------------------------------------------
   Delaware Premium Trend Series                      17,081           19.75           337,348           306,609
    ---------------------------------------------
   Delaware Premium Emerging Markets Series            2,366            5.81            13,744            14,256
    ---------------------------------------------
   Fidelity VIP Equity-Income Portfolio               33,994           25.42           864,119           815,300
    ---------------------------------------------
   Fidelity VIP II Asset Manager Portfolio             4,484           18.16            81,432            77,429
    ---------------------------------------------
   Fidelity VIP II Investment Grade Bond
   Portfolio                                          34,673           12.96           449,361           444,267
    ---------------------------------------------
   Lincoln National Money Market Account             459,849           10.00         4,598,486         4,598,486
    ---------------------------------------------
   MFS Emerging Growth Series                         15,407           21.47           330,790           289,731
    ---------------------------------------------
   MFS Total Return Series                            33,223           18.12           601,997           583,477
    ---------------------------------------------
   MFS Utilities Series                               16,551           19.82           328,049           312,712
    ---------------------------------------------
   OCC Accumulation Global Equity Portfolio            6,281           15.43            96,910            95,898
    ---------------------------------------------
   OCC Accumulation Managed Portfolio                  4,186           43.74           183,104           178,296
    ---------------------------------------------
   Templeton Variable Products Asset Allocation
   Fund                                                1,647           22.46            36,989            34,717
    ---------------------------------------------
   Templeton Variable Products International Fund     30,367           20.69           628,292           607,156
    ---------------------------------------------
   Templeton Variable Products Stock Fund              4,520           21.07            95,234            92,513
    ---------------------------------------------                                  -----------       -----------
                                                                                   $14,388,054       $13,885,201
                                                                                   ===========       ===========
</TABLE>

                                                                            M-13
<PAGE>
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS

Board of Directors of
The Lincoln National Life Insurance Company and
Contract Owners of Lincoln Life Flexible Premium Variable Life
Account M

We have audited the accompanying statement of assets and
liability of Lincoln Life Flexible Premium Variable Life Account
M ("Variable Account") (comprised of the AIM V.I. Capital
Appreciation, AIM V.I. Diversified Income, AIM V.I. Growth, AIM
V.I. Value, Banker's Trust Equity 500 Index, Delaware Premium
Small Cap Value, Delaware Premium Trend, Delaware Premium
Emerging Markets, Fidelity VIP Equity-Income, Fidelity VIP II
Asset Manager, Fidelity VIP II Investment Grade Bond, Lincoln
National Money Market, MFS Emerging Growth, MFS Total Return,
MFS Utilities, OCC Accumulation Global Equity, OCC Accumulation
Managed, Templeton Variable Products Asset Allocation, Templeton
Variable Products International, and Templeton Variable Products
Stock subaccounts), as of December 31, 1998, and the related
statements of operations and changes in net assets for the
period from June 18, 1998 to December 31, 1998. These financial
statements are the responsibility of the Variable Account's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our
procedures included confirmation of investments owned as of
December 31, 1998, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of each of the respective subaccounts constituting the Lincoln
Life Flexible Premium Variable Life Account M at December 31,
1998, and the results of their operations and the changes in
their net assets for the period from June 18, 1998 to
December 31, 1998, in conformity with generally accepted
accounting principles.

                                         /s/ Ernst & Young LLP

Fort Wayne, Indiana
March 26, 1999

M-14
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

BALANCE SHEETS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              DECEMBER 31
                                                              1998        1997
                                                              ---------   ---------
                                                              (IN MILLIONS)
                                                              ---------------------
<S>                                                           <C>         <C>
ADMITTED ASSETS
CASH AND INVESTMENTS:
Bonds                                                         $23,830.9   $18,560.7
- ------------------------------------------------------------
Preferred stocks                                                  236.0       257.3
- ------------------------------------------------------------
Unaffiliated common stocks                                        259.3       436.0
- ------------------------------------------------------------
Affiliated common stocks                                          322.1       412.1
- ------------------------------------------------------------
Mortgage loans on real estate                                   3,932.9     3,012.7
- ------------------------------------------------------------
Real estate                                                       473.8       584.4
- ------------------------------------------------------------
Policy loans                                                    1,606.0       660.5
- ------------------------------------------------------------
Other investments                                                 434.4       335.5
- ------------------------------------------------------------
Cash and short-term investments                                 1,725.4     2,133.0
- ------------------------------------------------------------  ---------   ---------
Total cash and investments                                     32,820.8    26,392.2
- ------------------------------------------------------------
Premiums and fees in course of collection                          33.3        42.4
- ------------------------------------------------------------
Accrued investment income                                         432.8       343.5
- ------------------------------------------------------------
Reinsurance recoverable                                           171.6        71.1
- ------------------------------------------------------------
Funds withheld by ceding companies                                 53.7        44.1
- ------------------------------------------------------------
Federal income taxes recoverable from parent company               64.7         6.9
- ------------------------------------------------------------
Goodwill                                                           49.5        52.4
- ------------------------------------------------------------
Other admitted assets                                              89.3        85.6
- ------------------------------------------------------------
Separate account assets                                        36,907.0    31,330.9
- ------------------------------------------------------------  ---------   ---------
Total admitted assets                                         $70,622.7   $58,369.1
- ------------------------------------------------------------  =========   =========

LIABILITIES AND CAPITAL AND SURPLUS
LIABILITIES:
Future policy benefits and claims                             $12,310.6   $ 5,872.9
- ------------------------------------------------------------
Other policyholder funds                                       16,647.5    16,360.1
- ------------------------------------------------------------
Amounts withheld or retained by Company as agent or trustee       897.6       878.2
- ------------------------------------------------------------
Funds held under reinsurance treaties                             795.8       720.4
- ------------------------------------------------------------
Asset valuation reserve                                           484.5       450.0
- ------------------------------------------------------------
Interest maintenance reserve                                      159.7       135.4
- ------------------------------------------------------------
Other liabilities                                                 504.5       294.7
- ------------------------------------------------------------
Short-term loan payable to parent company                         140.0       120.0
- ------------------------------------------------------------
Net transfers due from separate accounts                         (789.0)     (761.9)
- ------------------------------------------------------------
Separate account liabilities                                   36,907.0    31,330.9
- ------------------------------------------------------------  ---------   ---------
Total liabilities                                              68,058.2    55,400.7
- ------------------------------------------------------------

CAPITAL AND SURPLUS:
Common stock, $2.50 par value:
  Authorized, issued and outstanding shares -- 10 million
  (owned by Lincoln National Corporation)                          25.0        25.0
- ------------------------------------------------------------
Surplus notes due to Lincoln National Corporation               1,250.0          --
- ------------------------------------------------------------
Paid-in surplus                                                 1,930.1     1,821.8
- ------------------------------------------------------------
Unassigned surplus (deficit)                                     (640.6)    1,121.6
- ------------------------------------------------------------  ---------   ---------
Total capital and surplus                                       2,564.5     2,968.4
- ------------------------------------------------------------  ---------   ---------
Total liabilities and capital and surplus                     $70,622.7   $58,369.1
- ------------------------------------------------------------  =========   =========
</TABLE>

See accompanying notes.                                                      S-1
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

STATEMENTS OF OPERATIONS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1998        1997       1996
                                                              ---------   --------   --------
                                                              (IN MILLIONS)
                                                              -------------------------------
<S>                                                           <C>         <C>        <C>
PREMIUMS AND OTHER REVENUES:
Premiums and deposits                                         $12,737.6   $5,589.0   $7,268.5
- ------------------------------------------------------------
Net investment income                                           2,107.2    1,847.1    1,756.3
- ------------------------------------------------------------
Amortization of interest maintenance reserve                       26.4       41.5       27.2
- ------------------------------------------------------------
Commissions and expense allowances on reinsurance ceded           179.9       99.7       90.9
- ------------------------------------------------------------
Expense charges on deposit funds                                  134.6      119.3      100.7
- ------------------------------------------------------------
Separate account investment management and administration
service fees                                                      396.3      325.5      244.6
- ------------------------------------------------------------
Other income                                                       31.3       21.3       16.8
- ------------------------------------------------------------  ---------   --------   --------
Total revenues                                                 15,613.3    8,043.4    9,505.0
- ------------------------------------------------------------

BENEFITS AND EXPENSES:
Benefits and settlement expenses                               13,964.1    4,522.1    5,989.9
- ------------------------------------------------------------
Underwriting, acquisition, insurance and other expenses         2,919.4    3,053.9    3,123.1
- ------------------------------------------------------------  ---------   --------   --------
Total benefits and expenses                                    16,883.5    7,576.0    9,113.0
- ------------------------------------------------------------  ---------   --------   --------
Gain (loss) from operations before dividends to
policyholders, income taxes and net realized gain on
investments                                                    (1,270.2)     467.4      392.0
- ------------------------------------------------------------
Dividends to policyholders                                         67.9       27.5       27.3
- ------------------------------------------------------------  ---------   --------   --------
Gain (loss) from operations before federal income taxes and
net realized gain on investments                               (1,338.1)     439.9      364.7
- ------------------------------------------------------------
Federal income taxes (credit)                                    (141.0)      78.3       83.6
- ------------------------------------------------------------  ---------   --------   --------
Gain (loss) from operations before net realized gain on
investments                                                    (1,197.1)     361.6      281.1
- ------------------------------------------------------------
Net realized gain on investments, net of income tax expense
and excluding net transfers to the interest maintenance
reserve                                                            46.8       31.3       53.3
- ------------------------------------------------------------  ---------   --------   --------
Net income (loss)                                             $(1,150.3)  $  392.9   $  334.4
- ------------------------------------------------------------  =========   ========   ========
</TABLE>

See accompanying notes.

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

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1998       1997       1996
                                                              --------   --------   --------
                                                              (IN MILLIONS)
                                                              ------------------------------
<S>                                                           <C>        <C>        <C>
Capital and surplus at beginning of year                      $2,968.4   $1,962.6   $1,732.9
- ------------------------------------------------------------
Correction of prior year's asset valuation reserve                  --      (37.6)        --
- ------------------------------------------------------------
Correction of prior year's admitted assets                          --      (57.0)        --
- ------------------------------------------------------------  --------   --------   --------
                                                               2,968.4    1,868.0    1,732.9
CAPITAL AND SURPLUS INCREASE (DECREASE):
Net income (loss)                                             (1,150.3)     392.9      334.4
- ------------------------------------------------------------
Difference in cost and admitted investment amounts              (304.8)     (36.2)      38.6
- ------------------------------------------------------------
Nonadmitted assets                                               (17.1)      (0.4)      (3.0)
- ------------------------------------------------------------
Regulatory liability for reinsurance                             (35.2)      (3.9)       0.6
- ------------------------------------------------------------
Life policy reserve valuation basis                               (0.4)      (0.9)      (0.4)
- ------------------------------------------------------------
Asset valuation reserve                                          (34.5)     (36.9)    (105.5)
- ------------------------------------------------------------
Proceeds from surplus notes from shareholder                   1,250.0         --         --
- ------------------------------------------------------------
Paid-in surplus, including contribution of common stock of
affiliated
company in 1997                                                  108.4      938.4      100.0
- ------------------------------------------------------------
Separate account receivable due to change in valuation              --       (2.6)        --
- ------------------------------------------------------------
Dividends to shareholder                                        (220.0)    (150.0)    (135.0)
- ------------------------------------------------------------  --------   --------   --------
Capital and surplus at end of year                            $2,564.5   $2,968.4   $1,962.6
- ------------------------------------------------------------  ========   ========   ========
</TABLE>

See accompanying notes.                                                      S-3
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              1998         1997         1996
                                                              ----------   ----------   ----------
                                                              (IN MILLIONS)
                                                              ------------------------------------
<S>                                                           <C>          <C>          <C>
OPERATING ACTIVITIES
Premiums, policy proceeds and other considerations received   $ 13,495.2   $  6,364.3   $  8,059.4
- ------------------------------------------------------------
Allowances and reserve adjustments paid on reinsurance ceded      (632.4)      (649.2)      (767.5)
- ------------------------------------------------------------
Investment income received                                       2,003.9      1,798.8      1,700.6
- ------------------------------------------------------------
Separate account investment management and administration
service fees                                                       396.3        325.5        244.6
- ------------------------------------------------------------
Benefits paid                                                   (7,395.8)    (5,345.2)    (4,050.4)
- ------------------------------------------------------------
Insurance expenses paid                                         (2,909.7)    (3,193.0)    (3,216.8)
- ------------------------------------------------------------
Federal income taxes recovered (paid)                               84.2        (87.0)       (72.3)
- ------------------------------------------------------------
Dividends to policyholders                                         (12.9)       (28.4)       (27.7)
- ------------------------------------------------------------
Other income received and expenses paid, net                       207.0         (8.7)       117.0
- ------------------------------------------------------------  ----------   ----------   ----------
Net cash provided by (used in) operating activities              5,235.8       (822.9)     1,986.9
- ------------------------------------------------------------

INVESTING ACTIVITIES
Sale, maturity or repayment of investments                      10,926.5     12,142.6     12,542.0
- ------------------------------------------------------------
Purchase of investments                                        (16,950.0)   (10,345.0)   (14,175.4)
- ------------------------------------------------------------
Other sources (uses) including reinsured policy loans             (778.3)       529.1       (377.2)
- ------------------------------------------------------------  ----------   ----------   ----------
Net cash provided by (used in) investing activities             (6,801.8)     2,326.7     (2,010.6)
- ------------------------------------------------------------

FINANCING ACTIVITIES
Surplus paid-in                                                    108.4           --        100.0
- ------------------------------------------------------------
Proceeds from surplus notes from shareholder                     1,250.0           --           --
- ------------------------------------------------------------
Proceeds from borrowings from shareholder                          140.0        120.0        100.0
- ------------------------------------------------------------
Repayment of borrowings from shareholder                          (120.0)      (100.0)       (63.0)
- ------------------------------------------------------------
Dividends paid to shareholder                                     (220.0)      (150.0)      (135.0)
- ------------------------------------------------------------  ----------   ----------   ----------
Net cash provided by (used in) financing activities              1,158.4       (130.0)         2.0
- ------------------------------------------------------------  ----------   ----------   ----------
Net increase (decrease) in cash and short-term investments        (407.6)     1,373.8        (21.7)
- ------------------------------------------------------------
Cash and short-term investments at beginning of year             2,133.0        759.2        780.9
- ------------------------------------------------------------  ----------   ----------   ----------
Cash and short-term investments at end of year                $  1,725.4   $  2,133.0   $    759.2
- ------------------------------------------------------------  ==========   ==========   ==========
</TABLE>

See accompanying notes.

S-4
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES

    ORGANIZATION AND OPERATIONS
    The Lincoln National Life Insurance Company ("Company") is a wholly owned
    subsidiary of Lincoln National Corporation ("LNC") and is domiciled in
    Indiana. As of December 31, 1998, the Company owns 100% of the outstanding
    common stock of four insurance company subsidiaries: First Penn-Pacific Life
    Insurance Company ("First Penn"), Lincoln National Health & Casualty
    Insurance Company ("LNH&C"), Lincoln National Reassurance Company ("LNRAC")
    and Lincoln Life & Annuity Company of New York ("LLANY").

    The Company's principal businesses consist of underwriting annuities,
    deposit-type contracts and life and health insurance through multiple
    distribution channels and the reinsurance of individual and group life and
    health business. The Company is licensed and sells its products in 49
    states, Canada and several U.S. territories.

    USE OF ESTIMATES
    The nature of the insurance and investment management businesses requires
    management to make estimates and assumptions that affect the amounts
    reported in the statutory-basis financial statements and accompanying notes.
    Actual results could differ from those estimates.

    BASIS OF PRESENTATION
    The accompanying financial statements have been prepared in conformity with
    accounting practices prescribed or permitted by the Indiana Department of
    Insurance ("Insurance Department"), which practices differ from generally
    accepted accounting principles ("GAAP"). The more significant variances from
    GAAP are as follows:

    INVESTMENTS
    Bonds are reported at cost or amortized cost or fair value based on their
    National Association of Insurance Commissioners ("NAIC") rating. For GAAP,
    the Company's bonds are classified as available-for-sale and, accordingly,
    are reported at fair value with changes in the fair values reported directly
    in shareholder's equity after adjustments for related amortization of
    deferred acquisition costs, additional policyholder commitments and deferred
    income taxes.

    Investments in real estate are reported net of related obligations rather
    than on a gross basis. Real estate owned and occupied by the Company is
    classified as a real estate investment rather than reported as an operating
    asset, and investment income and operating expenses include rent for the
    Company's occupancy of those properties. Changes between cost and admitted
    asset investment amounts are credited or charged directly to unassigned
    surplus rather than to a separate surplus account.

    Under a formula prescribed by the NAIC, the Company defers the portion of
    realized capital gains and losses on sales of fixed income investments,
    principally bonds and mortgage loans, attributable to changes in the general
    level of interest rates and amortizes those deferrals over the remaining
    period to maturity of the individual security sold. The net deferral is
    reported as the Interest Maintenance Reserve ("IMR") in the accompanying
    balance sheets. Realized capital gains and losses are reported in income net
    of federal income tax and transfers to the IMR. The asset valuation reserve
    ("AVR") is determined by an NAIC prescribed formula and is reported as a
    liability rather than unassigned surplus. Under GAAP, realized capital gains
    and losses are reported in the income statement on a pre-tax basis in the
    period in which the asset giving rise to the gain or loss is sold and
    valuation allowances are provided when there has been a decline in value
    deemed other than temporary, in which case, the provision for such declines
    are charged to income.

    SUBSIDIARIES
    The accounts and operations of the Company's subsidiaries are not
    consolidated with the accounts and operations of the Company as would be
    required by GAAP. Under statutory accounting principles, the Company's
    subsidiaries are carried at their statutory-basis net equity and presented
    in the balance sheet as affiliated common stocks.

    POLICY ACQUISITION COSTS
    The costs of acquiring and renewing business are expensed when incurred.
    Under GAAP, acquisition costs related to traditional life insurance, to the
    extent recoverable from future policy revenues, are deferred and amortized
    over the premium-paying

                                                                             S-5
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    period of the related policies using assumptions consistent with those used
    in computing policy benefit reserves. For universal life insurance, annuity
    and other investment-type products, deferred policy acquisition costs, to
    the extent recoverable from future gross profits, are amortized generally in
    proportion to the present value of expected gross profits from surrender
    charges and investment, mortality and expense margins.

    NONADMITTED ASSETS
    Certain assets designated as "nonadmitted," principally furniture and
    equipment and certain receivables, are excluded from the accompanying
    balance sheets and are charged directly to unassigned surplus.

    PREMIUMS
    Revenues for universal life policies consist of the entire premium received.
    Under GAAP, premiums received in excess of policy charges are not recognized
    as premium revenue.

    Premiums and deposits with respect to annuity and other investment-type
    contracts are reported as premium revenues; whereas, under GAAP, such
    premiums and deposits are treated as liabilities and policy charges
    represent revenues.

    BENEFIT RESERVES
    Certain policy reserves are calculated based on statutorily required
    interest and mortality assumptions rather than on estimated expected
    experience or actual account balances as would be required under GAAP.

    Death benefits paid, policy and contract withdrawals, and the change in
    policy reserves on universal life policies, annuity and other
    investment-type contracts are reported as benefits and settlement expenses
    in the accompanying statements of income; whereas, under GAAP, withdrawals
    are treated as a reduction of the policy or contract liabilities and
    benefits would represent the excess of benefits paid over the policy account
    value and interest credited to the account values.

    REINSURANCE
    Premiums, claims and policy benefits and contract liabilities are reported
    in the accompanying financial statements net of reinsurance amounts. For
    GAAP, all assets and liabilities related to reinsurance ceded contracts are
    reported on a gross basis.

    A liability for reinsurance balances has been provided for unsecured policy
    and contract liabilities and unearned premiums ceded to reinsurers not
    authorized by the Insurance Department to assume such business. Changes to
    those amounts are credited or charged directly to unassigned surplus. Under
    GAAP, an allowance for amounts deemed uncollectible is established through a
    charge to income.

    Commissions on business ceded are reported as income when received rather
    than deferred and amortized with deferred policy acquisition costs. Business
    assumed under 100% indemnity and assumption reinsurance agreements is
    accounted for as a purchase for GAAP reporting purposes and the ceding
    commission represents the purchase price. Under purchase accounting, assets
    acquired and liabilities assumed are reported at fair value at the date of
    the transaction and the excess of the purchase price over the sum of the
    amounts assigned to assets acquired less liabilities assumed is recorded as
    goodwill. On a statutory-basis, the ceding commission is expensed when paid
    and reinsurance premiums and benefits are accounted for on bases consistent
    with those used in accounting for the original policies issued and the terms
    of the reinsurance contracts.

    Certain reinsurance contracts meeting risk transfer requirements under
    statutory-basis accounting practices have been accounted for using
    traditional reinsurance accounting whereas such contracts would be accounted
    for using deposit accounting under GAAP.

    INCOME TAXES
    Deferred income taxes are not provided for differences between financial
    statement amounts and tax bases of assets and liabilities.

    POLICYHOLDER DIVIDENDS
    Policyholder dividends are recognized when declared rather than over the
    term of the related policies.

S-6
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    SURPLUS NOTES DUE TO LNC
    Surplus notes due to LNC are reported as surplus rather than as liabilities.
    On a statutory-basis, interest on surplus notes is not accrued until
    approval is received from the Indiana Insurance Commissioner whereas under
    GAAP, interest would be accrued periodically based on the outstanding
    principal and the interest rate.

    STATEMENTS OF CASH FLOWS
    Cash and short-term investments in the statements of cash flows represent
    cash balances and investments with initial maturities of one year or less.
    Under GAAP, the corresponding captions of cash and cash equivalents include
    cash balances and investments with initial maturities of three months or
    less.

    A reconciliation of the Company's net income (loss) and capital and surplus
    determined on a statutory-basis with amounts determined in accordance with
    GAAP is as follows:

<TABLE>
<CAPTION>
                                                CAPITAL AND SURPLUS             NET INCOME (LOSS)
                                                --------------------------------------------------------------------
                                                DECEMBER 31                     YEAR ENDED DECEMBER 31
                                                1998            1997            1998            1997          1996
                                                --------------------------------------------------------------------
                                                (IN MILLIONS)
                                                --------------------------------------------------------------------
   <S>                                          <C>             <C>             <C>             <C>           <C>
   Amounts reported on a statutory-basis        $ 2,564.5       $ 2,968.4       $(1,150.3)      $ 392.9       $334.4
   -------------------------------------------
   GAAP adjustments:
     Deferred policy acquisition costs,
       present value of future profits and
       goodwill                                   3,085.2           958.3            48.5         (98.9)        66.7
      ----------------------------------------
     Policy and contract reserves                (2,299.9)       (1,672.9)        1,743.4         (48.6)       (57.1)
      ----------------------------------------
     Interest maintenance reserve                   159.7           135.4            24.4          58.7        (39.7)
      ----------------------------------------
     Deferred income taxes                          181.6           (13.0)         (218.6)         70.3          1.8
      ----------------------------------------
     Policyholders' share of earnings and
       surplus on participating business           (132.8)          (79.8)            3.2           5.3          (.3)
      ----------------------------------------
     Asset valuation reserve                        484.5           450.0              --            --           --
      ----------------------------------------
     Net realized gain (loss) on investments       (174.1)          (91.5)         (116.7)        (20.4)        78.7
      ----------------------------------------
     Unrealized gain on investments               1,335.1         1,245.5              --            --           --
      ----------------------------------------
     Nonadmitted assets, including nonadmitted
       investments                                  119.1            61.0              --            --           --
      ----------------------------------------
     Investments in subsidiary companies            490.4           188.8            41.3         (80.5)        29.9
      ----------------------------------------
     Surplus notes and related interest          (1,251.5)             --            (1.5)           --           --
      ----------------------------------------
     Other, net                                    (120.1)         (162.5)          103.6         (35.0)       (82.6)
      ----------------------------------------  ---------       ---------       ---------       -------       ------
   Net increase (decrease)                        1,877.2         1,019.3         1,627.6        (149.1)        (2.6)
   -------------------------------------------  ---------       ---------       ---------       -------       ------
   Amounts on a GAAP basis                      $ 4,441.7       $ 3,987.7       $   477.3       $ 243.8       $331.8
   -------------------------------------------  =========       =========       =========       =======       ======
</TABLE>

                                                                             S-7
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    Other significant accounting practices are as follows:

    INVESTMENTS
    Bonds not backed by loans are principally stated at amortized cost and the
    discount or premium is amortized using the interest method.

    Mortgage-backed bonds are valued at amortized cost and income is recognized
    using a constant effective yield based on anticipated prepayments and the
    estimated economic life of the securities. When actual prepayments differ
    significantly from anticipated prepayments, the effective yield is
    recalculated to reflect actual payments to date and anticipated future
    payments. The net investment in the securities is adjusted to the amount
    that would have existed had the new effective yield been applied since the
    acquisition of the securities.

    Short-term investments include investments with maturities of less than one
    year at the date of acquisition. The carrying amounts for these investments
    approximate their fair values.

    Preferred stocks are reported at cost or amortized cost.

    Unaffiliated common stocks are reported at fair value as determined by the
    Securities Valuation Office of the NAIC and the related unrealized gains
    (losses) are reported in unassigned surplus without adjustment for federal
    income taxes.

    Policy loans are reported at unpaid balances.

    The Company uses various derivative instruments as part of its overall
    liability-asset management program for certain investments and life
    insurance and annuity products. The Company values all derivative
    instruments on a basis consistent with that of the hedged item. Upon
    termination, gains and losses on those instruments are included in the
    carrying values of the underlying hedged items and are amortized over the
    remaining lives of the hedged items as adjustments to investment income or
    benefits from the hedged items through the IMR. Any unamortized gains or
    losses are recognized when the underlying hedged items are sold. The
    premiums paid for interest rate caps and swaptions are deferred and
    amoritized to net investment income on a straight-line basis over the term
    of the respective derivative.

    Hedge accounting is applied as indicated above after the Company determines
    that the items to be hedged expose the Company to interest rate
    fluctuations, the widening of bond yield spreads over comparable maturity
    U.S. government obligations, increased liabilities associated with certain
    reinsurance agreements and foreign exchange risk. Moreover, the derivatives
    used are designated as a hedge and reduce the indicated risk by having a
    high correlation between changes in the value of the derivatives and the
    items being hedged at both the inception of the hedge and throughout the
    hedge period. Should such criteria not be met or if the hedged items have
    been sold, terminated or matured, the change in value of the derivatives is
    included in net income.

    Mortgage loans on real estate are reported at unpaid balances, less
    allowances for impairments. Real estate is reported at depreciated cost.

    Realized investment gains and losses on investments sold are determined
    using the specific identification method. Changes in admitted asset carrying
    amounts of bonds, mortgage loans and common and preferred stocks are
    credited or charged directly in unassigned surplus.

    LOANED SECURITIES
    Securities loaned are treated as collateralized financing transactions and a
    liability is recorded equal to the repurchase price. It is the Company's
    policy to take possession of securities with a market value at least equal
    to the securities loaned. Securities loaned are recorded at amortized cost
    as long as the value of the related collateral is sufficient. The Company's
    agreements with third parties generally contain contractual provisions to
    allow for additional collateral to be obtained when necessary. The Company
    values collateral daily and obtains additional collateral when deemed
    appropriate.

    GOODWILL
    Goodwill, which represents the excess, subject to certain limitations, of
    the ceding commission over statutory-basis net assets of business purchased

S-8
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    under an assumption reinsurance agreement, is amortized on a straight-line
    basis over ten years.

    PREMIUMS
    Life insurance and annuity premiums are recognized as revenue when due.
    Accident and health premiums are earned pro rata over the contract term of
    the policies.

    BENEFITS
    Life, annuity and accident and health benefit reserves are developed by
    actuarial methods and are determined based on published tables using
    statutorily specified interest rates and valuation methods that will
    provide, in the aggregate, reserves that are greater than or equal to the
    minimum or guaranteed policy cash values or the amounts required by the
    Insurance Department. The Company waives deduction of deferred fractional
    premiums on the death of life and annuity policy insureds and returns any
    premium beyond the date of death, except for policies issued prior to March
    1977. Surrender values on policies do not exceed the corresponding benefit
    reserves. Additional reserves are established when the results of cash flow
    testing under various interest rate scenerios indicate the need for such
    reserves. If net premiums exceed the gross premiums on any insurance
    in-force, additional reserves are established. Benefit reserves for policies
    underwritten on a substandard basis are determined using the multiple table
    reserve method.

    The tabular interest, tabular less actual reserve released and the tabular
    cost have been determined by formula or from the basic data for such items.
    Tabular interest funds not involving life contingencies were determined
    using the actual interest credited to the funds plus the change in accrued
    interest.

    Liabilities related to guaranteed investment contracts and policyholder
    funds left on deposit with the Company generally are equal to fund balances
    less applicable surrender charges.

    CLAIMS AND CLAIM ADJUSTMENT EXPENSES
    Unpaid claims and claim adjustment expenses on accident and health policies
    represent the estimated ultimate net cost of all reported and unreported
    claims incurred during the year. The Company does not discount claims and
    claim adjustment expense reserves. The reserves for unpaid claims and claim
    adjustment expenses are estimated using individual case-basis valuations and
    statistical analyses. Those estimates are subject to the effects of trends
    in claim severity and frequency. Although considerable variability is
    inherent in such estimates, management believes that the reserves for claims
    and claim adjustment expenses are adequate. The estimates are continually
    reviewed and adjusted as necessary as experience develops or new information
    becomes known; such adjustments are included in current operations.

    REINSURANCE CEDED AND ASSUMED
    Reinsurance premiums, benefits and claims and claim adjustment expenses are
    accounted for on bases consistent with those used in accounting for the
    original policies issued and the terms of the reinsurance contracts. Certain
    business is transacted on a funds withheld basis and investment income on
    investments managed by the Company are reported in net investment income.

    PENSION BENEFITS
    Costs associated with the Company's defined benefit pension plans are
    systematically accrued during the expected period of active service of the
    covered employees.

    INCOME TAXES
    The Company and eligible subsidiaries have elected to file consolidated
    federal and state income tax returns with LNC and certain LNC subsidiaries.
    Pursuant to an intercompany tax sharing agreement with LNC, the Company
    provides for income taxes on a separate return filing basis. The tax sharing
    agreement also provides that the Company will receive benefit for net
    operating losses, capital losses and tax credits which are not usable on a
    separate return basis to the extent such items may be utilized in the
    consolidated income tax returns of LNC.

    STOCK OPTIONS
    The Company recognizes compensation expense for its stock option incentive
    plans using the intrinsic value method of accounting. Under the terms of

                                                                             S-9
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (CONTINUED)
    the intrinsic value method, compensation cost is the excess, if any, of the
    quoted market price of LNC's common stock at the grant date, or other
    measurement date, over the amount an employee must pay to acquire the stock.

    ASSETS HELD IN SEPARATE ACCOUNTS AND LIABILITIES RELATED TO SEPARATE
    ACCOUNTS
    Separate account assets and liabilities reported in the accompanying balance
    sheets represent funds that are separately administered for variable life
    and variable annuity contracts and for which the contractholder, rather than
    the Company, bears the investment risk. Separate account assets are reported
    at fair value. The operations of the separate accounts are not included in
    the accompanying financial statements. Policy administration and investment
    management fees charged on separate account policyholder deposits are
    included in income from separate account investment management and
    administration service fees. Mortality charges on variable universal life
    contracts are included in income from expense charges on deposit funds. Fees
    charged relative to variable annuity and variable universal life
    administration agreements for separate account products sold by other
    insurance companies and not recorded on the Company's financial statements
    are included in income from separate account investment management and
    administration service fees.

    RECLASSIFICATION
    Certain amounts in the 1997 financial statements have been reclassified to
    conform with the 1998 presentation. These reclassifications had no effect on
    unassigned surplus or net income previously reported.

2.  PERMITTED STATUTORY ACCOUNTING PRACTICES
    The Company's statutory-basis financial statements are prepared in
    accordance with accounting practices prescribed or permitted by the
    Insurance Department. "Prescribed" statutory accounting practices are
    interspersed throughout state insurance laws and regulations, the NAIC's
    ACCOUNTING PRACTICES AND PROCEDURES MANUAL and a variety of other NAIC
    publications. "Permitted" statutory accounting practices encompass all
    accounting practices that are not prescribed; such practices may differ from
    state to state, may differ from company to company within a state and may
    change in the future.

    In 1998, the NAIC adopted codified statutory accounting principles
    ("Codification"). Codification will likely change, to some extent,
    prescribed statutory accounting practices and may result in changes to the
    accounting practices that the Company uses to prepare its statutory-basis
    financial statements. Codification will require adoption by the various
    states before it becomes the prescribed statutory-basis of accounting for
    insurance companies domesticated within those states. Accordingly, before
    Codification becomes effective for the Company, the state of Indiana must
    adopt Codification as the prescribed basis of accounting on which domestic
    insurers must report their statutory-basis results to the Insurance
    Department. At this time, it is anticipated that Indiana will adopt
    Codification, however, based on current guidance, management believes that
    the impact of Codification will not be material to the Company's
    statutory-basis financial statements.

    The Company has received written approval from the Insurance Department to
    record surrender charges applicable to separate account liabilities for
    variable life and annuity products as a liability in the separate account
    financial statements payable to the Company's general account. In the
    accompanying financial statements, a corresponding receivable is recorded
    with the related income impact recorded in the accompanying Statement of
    Operations as a change in reserves or change in premium and other deposit
    funds.

S-10
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

3.  INVESTMENTS
    The major categories of net investment income are as
    follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1998           1997           1996
                                                                 --------------------------------------
                                                                 (IN MILLIONS)
                                                                 --------------------------------------
   <S>                                                           <C>            <C>            <C>
   Income:
     Bonds                                                       $1,714.3       $1,524.4       $1,442.2
   ------------------------------------------------------------
     Preferred stocks                                                19.7           23.5            9.6
   ------------------------------------------------------------
     Unaffiliated common stocks                                      10.6            8.3            6.5
   ------------------------------------------------------------
     Affiliated common stocks                                         5.2           15.0            9.5
   ------------------------------------------------------------
     Mortgage loans on real estate                                  323.6          257.2          269.3
   ------------------------------------------------------------
     Real estate                                                     81.4           92.2          114.4
   ------------------------------------------------------------
     Policy loans                                                    86.5           37.5           35.0
   ------------------------------------------------------------
     Other investments                                               26.5           28.2           22.4
   ------------------------------------------------------------
     Cash and short-term investments                                104.7           70.3           48.9
   ------------------------------------------------------------  --------       --------       --------
   Total investment income                                        2,372.5        2,056.6        1,957.8
   ------------------------------------------------------------
   Expenses:
     Depreciation                                                    19.3           21.0           25.0
   ------------------------------------------------------------
     Other                                                          246.0          188.5          176.5
   ------------------------------------------------------------  --------       --------       --------
   Total investment expenses                                        265.3          209.5          201.5
   ------------------------------------------------------------  --------       --------       --------
   Net investment income                                         $2,107.2       $1,847.1       $1,756.3
   ------------------------------------------------------------  ========       ========       ========
</TABLE>

    Nonadmitted accrued investment income at December 31, 1997
    amounted to $2,600,000, consisting principally of interest
    on bonds in default and mortgage loans. No accrued
    investment income was nonadmitted at December 31, 1998.

                                                                            S-11
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

3.  INVESTMENTS (CONTINUED)
    The cost or amortized cost, gross unrealized gains and
    losses and the fair value of investments in bonds are
    summarized as follows:

<TABLE>
<CAPTION>
                                                        COST OR         GROSS            GROSS
                                                        AMORTIZED       UNREALIZED       UNREALIZED       FAIR
                                                        COST            GAINS            LOSSES           VALUE
                                                        -----------------------------------------------------------
                                                        (IN MILLIONS)
                                                        -----------------------------------------------------------
   <S>                                                  <C>             <C>              <C>              <C>
   At December 31, 1998:
     Corporate                                          $17,658.4        $1,159.8          $148.2         $18,670.0
      ------------------------------------------------
     U.S. government                                        900.7            88.8             3.4             986.1
      ------------------------------------------------
     Foreign government                                     947.8            59.9            61.2             946.5
      ------------------------------------------------
     Mortgage-backed                                      4,312.1           171.6            33.4           4,450.3
      ------------------------------------------------
     State and municipal                                     11.9              .7              --              12.6
      ------------------------------------------------  ---------        --------          ------         ---------
                                                        $23,830.9        $1,480.8          $246.2         $25,065.5
                                                        =========        ========          ======         =========

   At December 31, 1997:
     Corporate                                          $13,003.8        $  942.2          $ 60.1         $13,885.9
      ------------------------------------------------
     U.S. government                                        436.3            67.9              --             504.2
      ------------------------------------------------
     Foreign government                                   1,202.1           104.9             5.4           1,301.6
      ------------------------------------------------
     Mortgage-backed                                      3,874.3           215.2            27.1           4,062.4
      ------------------------------------------------
     State and municipal                                     44.2              .3              --              44.5
      ------------------------------------------------  ---------        --------          ------         ---------
                                                        $18,560.7        $1,330.5          $ 92.6         $19,798.6
                                                        =========        ========          ======         =========
</TABLE>

    The carrying amount of bonds in the balance sheets at
    December 31, 1998 and 1997 reflects adjustments of
    $11,800,000 and $5,500,000, respectively, to decrease
    amortized cost as a result of the Securities Valuation
    Office of the NAIC ("SVO") designating certain investments
    as low or lower quality.

    A summary of the cost or amortized cost and fair value of
    investments in bonds at December 31, 1998, by contractual
    maturity, is as follows:

<TABLE>
<CAPTION>
                                                                 COST OR
                                                                 AMORTIZED       FAIR
                                                                 COST            VALUE
                                                                 -------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------
   <S>                                                           <C>             <C>
   Maturity:
     In 1999                                                     $   705.6       $   712.6
   ------------------------------------------------------------
     In 2000-2003                                                  4,041.9         4,142.8
   ------------------------------------------------------------
     In 2004-2008                                                  6,652.0         6,860.1
   ------------------------------------------------------------
     After 2008                                                    8,119.3         8,899.7
   ------------------------------------------------------------
     Mortgage-backed securities                                    4,312.1         4,450.3
   ------------------------------------------------------------  ---------       ---------
   Total                                                         $23,830.9       $25,065.5
   ------------------------------------------------------------  =========       =========
</TABLE>

S-12
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

3.  INVESTMENTS (CONTINUED)
    The expected maturities may differ from the contractual
    maturities in the foregoing table because certain borrowers
    may have the right to call or prepay obligations with or
    without call or prepayment penalties.

    Proceeds from sales of investments in bonds during 1998,
    1997 and 1996 were $9,395,000,000, $9,715,000,000 and
    $10,996,900,000, respectively. Gross gains during 1998, 1997
    and 1996 of $186,300,000, $218,100,000 and $169,700,000,
    respectively, and gross losses of $138,000,000, $78,000,000
    and $177,000,000, respectively, were realized on those
    sales.

    At December 31, 1998 and 1997, investments in bonds, with an
    admitted asset value of $97,800,000 and $76,200,000,
    respectively, were on deposit with state insurance
    departments to satisfy regulatory requirements.

    Unrealized gains and losses on investments in unaffiliated
    common stocks and preferred stocks are reported directly in
    unassigned surplus and do not affect operations. The cost or
    amortized cost, gross unrealized gains and losses and the
    fair value of investments in unaffiliated common stocks and
    preferred stocks are as follows:

<TABLE>
<CAPTION>
                                                           COST OR         GROSS            GROSS
                                                           AMORTIZED       UNREALIZED       UNREALIZED       FAIR
                                                           COST            GAINS            LOSSES           VALUE
                                                           --------------------------------------------------------
                                                           (IN MILLIONS)
                                                           --------------------------------------------------------
   <S>                                                     <C>             <C>              <C>              <C>
   At December 31, 1998:
     Preferred stocks                                       $236.0           $ 8.9            $ 2.4          $242.5
      ---------------------------------------------------
     Unaffiliated common stocks                              223.3            62.0             26.0           259.3
      ---------------------------------------------------
   At December 31, 1997:
     Preferred stocks                                       $257.3           $12.1            $  .7          $268.7
      ---------------------------------------------------
     Unaffiliated common stocks                              357.0            98.5             19.5           436.0
      ---------------------------------------------------
</TABLE>

    The carrying amount of preferred stocks in the balance
    sheets at December 31, 1998 and 1997 reflects adjustments of
    $5,800,000 and $4,000,000, respectively, to decrease
    amortized cost as a result of the SVO designating certain
    investments as low or lower quality.

    During 1998, the minimum and maximum lending rates for
    mortgage loans were 6.41% and 8.08%, respectively. At the
    issuance of a loan, the percentage of loan to value on any
    one loan does not exceed 75%. At December 31, 1998, the
    Company did not hold any mortgages with interest overdue
    beyond one year. All properties covered by mortgage loans
    have fire insurance at least equal to the excess of the loan
    over the maximum loan that would be allowed on the land
    without the building.

                                                                            S-13
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

3.  INVESTMENTS (CONTINUED)
    The components of the Company's real estate are summarized
    as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1998         1997
                                                                 -------------------
                                                                 (IN MILLIONS)
                                                                 -------------------
   <S>                                                           <C>          <C>
   Occupied by the Company:
     Land                                                        $  2.5       $  2.5
   ------------------------------------------------------------
     Buildings                                                      9.0          8.4
   ------------------------------------------------------------
     Less accumulated depreciation                                 (1.7)        (1.2)
   ------------------------------------------------------------  ------       ------
   Net real estate occupied by the Company                          9.8          9.7
   ------------------------------------------------------------
   Other:
     Land                                                          93.2        124.1
   ------------------------------------------------------------
     Buildings                                                    413.0        491.6
   ------------------------------------------------------------
     Other                                                          7.9          8.1
   ------------------------------------------------------------
     Less accumulated depreciation                                (50.1)       (49.1)
   ------------------------------------------------------------  ------       ------
   Net other real estate                                          464.0        574.7
   ------------------------------------------------------------  ------       ------
   Net real estate                                               $473.8       $584.4
   ------------------------------------------------------------  ======       ======
</TABLE>

    Realized capital gains are reported net of federal income
    taxes and amounts transferred to the IMR as follows:

<TABLE>
<CAPTION>
                                                                 1998         1997         1996
                                                                 --------------------------------
                                                                 (IN MILLIONS)
                                                                 --------------------------------
   <S>                                                           <C>          <C>          <C>
   Realized capital gains                                        $179.7       $209.3       $ 69.3
   ------------------------------------------------------------
   Less amount transferred to IMR (net of related taxes
   (credit) of $27.3, $54.0 and $(6.7) in 1998, 1997 and 1996,
   respectively)                                                   50.8        100.2        (12.4)
   ------------------------------------------------------------  ------       ------       ------
                                                                  128.9        109.1         81.7
   Less federal income taxes on realized gains                     82.1         77.8         28.4
   ------------------------------------------------------------  ------       ------       ------
   Net realized capital gains                                    $ 46.8       $ 31.3       $ 53.3
   ------------------------------------------------------------  ======       ======       ======
</TABLE>

S-14
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

4.  SUBSIDIARIES
    Statutory-basis financial information related to the
    Company's four wholly owned insurance subsidiaries is
    summarized as follows (in millions):

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1998
                                                              -------------------------------------------------
                                                              FIRST
                                                              PENN           LNH&C        LNRAC        LLANY
                                                              -------------------------------------------------
   <S>                                                        <C>            <C>          <C>          <C>
   Cash and invested assets                                   $1,221.1       $333.9       $403.6       $1,938.0
   ---------------------------------------------------------
   Other assets                                                   40.3        31.3         490.0          270.2
   ---------------------------------------------------------  --------       ------       ------       --------
   Total admitted assets                                      $1,261.4       $365.2       $893.6       $2,208.2
   ---------------------------------------------------------  ========       ======       ======       ========

   Insurance reserves                                         $1,149.8       $266.3       $281.8       $1,814.5
   ---------------------------------------------------------
   Other liabilities                                              42.0        24.0         553.7           45.1
   ---------------------------------------------------------
   Liabilities related to separate accounts                         --          --            --          236.9
   ---------------------------------------------------------
   Capital and surplus                                            69.6        74.9          58.1          111.7
   ---------------------------------------------------------  --------       ------       ------       --------
   Total liabilities and capital and surplus                  $1,261.4       $365.2       $893.6       $2,208.2
   ---------------------------------------------------------  ========       ======       ======       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                DECEMBER 31, 1998
                                                                -----------------------------------------------
                                                                FIRST
                                                                PENN         LNH&C        LNRAC        LLANY
                                                                -----------------------------------------------
   <S>                                                          <C>          <C>          <C>          <C>
   Revenues                                                     $310.4       $165.0       $150.3       $1,402.6
   -----------------------------------------------------------
   Expenses                                                      310.6       164.4         139.5        1,656.1
   -----------------------------------------------------------
   Net realized gains (losses)                                    (0.3)        0.9          (0.1)          (0.7)
   -----------------------------------------------------------  ------       ------       ------       --------
   Net income (loss)                                            $ (0.5)      $ 1.5        $ 10.7       $ (254.2)
   -----------------------------------------------------------  ======       ======       ======       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                DECEMBER 31, 1997
                                                                -----------------------------------------------
                                                                FIRST
                                                                PENN           LNH&C        LNRAC        LLANY
                                                                -----------------------------------------------
   <S>                                                          <C>            <C>          <C>          <C>
   Cash and invested assets                                     $1,154.4       $284.8       $399.0       $796.3
   -----------------------------------------------------------
   Other assets                                                     36.9        77.3        481.6         130.8
   -----------------------------------------------------------  --------       ------       ------       ------
   Total admitted assets                                        $1,191.3       $362.1       $880.6       $972.1
   -----------------------------------------------------------  ========       ======       ======       ======

   Insurance reserves                                           $1,072.2       $266.7       $279.3       $588.7
   -----------------------------------------------------------
   Other liabilities                                                48.4        21.7        546.4           5.8
   -----------------------------------------------------------
   Liabilities related to separate accounts                           --          --           --         164.7
   -----------------------------------------------------------
   Capital and surplus                                              70.7        73.7         54.9         212.9
   -----------------------------------------------------------  --------       ------       ------       ------
   Total liabilities and capital and surplus                    $1,191.3       $362.1       $880.6       $972.1
   -----------------------------------------------------------  ========       ======       ======       ======
</TABLE>

                                                                            S-15
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

4.  SUBSIDIARIES (CONTINUED)

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1997
                                                                 ----------------------------------------------
                                                                 FIRST
                                                                 PENN         LNH&C         LNRAC        LLANY
                                                                 ----------------------------------------------
   <S>                                                           <C>          <C>           <C>          <C>
   Revenues                                                      $267.6       $ 135.4       $125.3       $230.0
   ------------------------------------------------------------
   Expenses                                                       262.6         244.2       114.6         224.4
   ------------------------------------------------------------
   Net realized gains (losses)                                       .1            .6         (.1)          (.1)
   ------------------------------------------------------------  ------       -------       ------       ------
   Net income (loss)                                             $  5.1       $(108.2)      $10.6        $  5.5
   ------------------------------------------------------------  ======       =======       ======       ======
</TABLE>

    The Company also owns three non-insurance subsidiaries, all
    of which were formed or acquired in 1998. AnnuityNet, Inc.
    was formed for the distribution of variable annuities over
    the internet and is valued on the equity method with an
    admitted asset value of $1,500,000 at December 31, 1998.
    Lincoln National Insurance Associates was purchased for
    $600,000 and is valued on the equity method with an admitted
    asset value of $600,000 at December 31, 1998. Sagemark
    Consulting, Inc. ("Sagemark") was purchased in 1998 and is a
    broker dealer acquired in connection with a reinsurance
    transaction completed in 1998. Sagemark is valued on the
    equity method with an admitted asset value of $5,700,000 at
    December 31, 1998.

    The carrying value of all affiliated common stocks, was
    $322,100,000 and $412,100,000 at December 31, 1998 and 1997,
    respectively. The insurance affiliates are carried at
    statutory-basis net equity while other affiliates are
    recorded at GAAP basis net equity, adjusted for certain
    items which would be non-admitted under statutory accounting
    principles. The cost basis of investments in subsidiaries as
    of December 31, 1998 and 1997 was $631,100,000 and
    $466,200,000, respectively.

    During 1998, 1997 and 1996 the Company's insurance
    subsidiaries paid dividends of $5,200,000, $15,000,000 and
    $10,500,000, respectively.

5.  FEDERAL INCOME TAXES
    The effective federal income tax rate in the accompanying
    statements of operations differs from the prevailing
    statutory tax rate principally due to tax-exempt investment
    income, dividends received tax deductions and differences
    between statutory accounting and tax return recognition
    relative to policy acquisition costs, policy and contract
    liabilities and reinsurance ceding commissions.

    In 1997 and 1996, federal income taxes incurred totaled
    $78,300,000 and $83,600,000, respectively. In 1998, a
    federal income tax net operating loss of $103,800,000 and
    tax credits of $19,300,000 were incurred and carried back to
    recover taxes paid in prior years.

    The Company paid $2,300,000, $164,500,000 and $100,400,000
    to LNC in 1998, 1997 and 1996, respectively, for federal
    income taxes.

    Under prior income tax law, one-half of the excess of a life
    insurance company's income from operations over its taxable
    investment income was not taxed, but was set aside in a
    special tax account designated as "Policyholders' Surplus."
    The Company has approximately $187,000,000 of untaxed
    "Policyholders' Surplus" on which no payment of federal
    income taxes will be required unless it is distributed as a
    dividend, or under other specified conditions. Barring the
    passage of unfavorable legislation, the Company does not
    believe that any significant portion of the account will be
    taxed in the foreseeable future and no related tax liability
    has been recognized. If the entire balance of the account

S-16
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

5.  FEDERAL INCOME TAXES (CONTINUED)
    became taxable under the current federal income tax rate,
    the tax would be approximately $65,500,000.

6.  SUPPLEMENTAL FINANCIAL DATA
    The balance sheet caption, "Other admitted assets", includes
    amounts recoverable from other insurers for claims paid by
    the Company, and the balance sheet caption, "Future policy
    benefits and claims," has been reduced for insurance ceded
    as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1998           1997
                                                                 -----------------------
                                                                 (IN MILLIONS)
                                                                 -----------------------
   <S>                                                           <C>            <C>
   Insurance ceded                                               $4,081.8       $1,431.0
   ------------------------------------------------------------
   Amounts recoverable from other insurers                           79.9           35.9
   ------------------------------------------------------------
</TABLE>

    Reinsurance transactions, excluding assumption reinsurance,
    included in the income statement caption, "Premiums and
    deposits," are as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1998           1997         1996
                                                                 ----------------------------------
                                                                 (IN MILLIONS)
                                                                 ----------------------------------
   <S>                                                           <C>            <C>          <C>
   Insurance assumed                                             $9,018.9       $727.2       $241.3
   ------------------------------------------------------------
   Insurance ceded                                                  877.1        302.9        193.3
   ------------------------------------------------------------  --------       ------       ------
   Net amount included in premiums                               $8,141.8       $424.3       $ 48.0
   ------------------------------------------------------------  ========       ======       ======
</TABLE>

    The income statement caption, "Benefits and settlement
    expenses," is net of reinsurance recoveries of
    $2,098,800,000, $1,240,500,000 and $787,900,000 for 1998,
    1997 and 1996, respectively.

    Details underlying the balance sheet caption "Other
    policyholder funds" are as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                                 1998            1997
                                                                 -------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------
   <S>                                                           <C>             <C>
   Premium deposit funds                                         $16,285.2       $16,201.8
   ------------------------------------------------------------
   Undistributed earnings on participating business                  348.4           142.0
   ------------------------------------------------------------
   Other                                                              13.9            16.3
   ------------------------------------------------------------  ---------       ---------
                                                                 $16,647.5       $16,360.1
                                                                 =========       =========
</TABLE>

                                                                            S-17
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

6.  SUPPLEMENTAL FINANCIAL DATA (CONTINUED)
    Deferred and uncollected life insurance premiums and annuity
    considerations included in the balance sheet caption,
    "Premiums and fees in course of collection," are as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1998
                                                                 ----------------------------------
                                                                                            NET OF
                                                                 GROSS        LOADING       LOADING
                                                                 ----------------------------------
                                                                 (IN MILLIONS)
                                                                 ----------------------------------
   <S>                                                           <C>          <C>           <C>
   Ordinary new business                                         $  9.5        $ 3.4        $  6.1
   ------------------------------------------------------------
   Ordinary renewal                                               (13.7)        11.3         (25.0)
   ------------------------------------------------------------
   Group life                                                      14.2           .2          14.0
   ------------------------------------------------------------  ------        -----        ------
                                                                 $ 10.0        $14.9        $ (4.9)
                                                                 ======        =====        ======
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1997
                                                                 ---------------------------------
                                                                                           NET OF
                                                                 GROSS       LOADING       LOADING
                                                                 ---------------------------------
                                                                 (IN MILLIONS)
                                                                 ---------------------------------
   <S>                                                           <C>         <C>           <C>
   Ordinary new business                                         $ 3.2        $2.4          $  .8
   ------------------------------------------------------------
   Ordinary renewal                                               17.8         3.2           14.6
   ------------------------------------------------------------
   Group life                                                     10.6          .2           10.4
   ------------------------------------------------------------  -----        ----          -----
                                                                 $31.6        $5.8          $25.8
                                                                 =====        ====          =====
</TABLE>

    The Company has entered into non-exclusive managing general
    agent agreements with International Benefit Services Corp.,
    HRM Claim Management, Inc. and Pediatrics Insurance
    Consultants, Inc. to write group life and health business.
    Direct premiums written related to the agreements amounted
    to $11,900,000 and $13,400,000 in 1998 and 1997,
    respectively. During 1996, LNC Administrative Services
    Corporation, an affiliate, entered into a similar agreement
    with the Company with direct premiums written amounting to
    $7,000,000 and $7,200,000 in 1998 and 1997, respectively.
    Authority granted by the managing general agents agreements
    include underwriting, claims adjustment and claims payment
    services.

S-18
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

7.  ANNUITY RESERVES
    At December 31, 1998, the Company's annuity reserves and
    deposit fund liabilities, including separate accounts, that
    are subject to discretionary withdrawal with adjustment,
    subject to discretionary withdrawal without adjustment and
    not subject to discretionary withdrawal provisions are
    summarized as follows:

<TABLE>
<CAPTION>
                                                                 AMOUNT          PERCENT
                                                                 -----------------------
                                                                 (IN MILLIONS)
                                                                 -----------------------
   <S>                                                           <C>             <C>
   Subject to discretionary withdrawal with adjustment:
     With market value adjustment                                $ 2,659.5           5%
   ------------------------------------------------------------
     At book value, less surrender charge                          2,959.2           5
   ------------------------------------------------------------
     At market value                                              35,472.0          63
   ------------------------------------------------------------  ---------         ---
                                                                  41,090.7          73
   Subject to discretionary withdrawal without adjustment at
   book value with minimal or no charge or adjustment             12,747.3          22
   ------------------------------------------------------------
   Not subject to discretionary withdrawal                         2,625.1           5
   ------------------------------------------------------------  ---------         ---
   Total annuity reserves and deposit fund liabilities --
   before reinsurance                                             56,463.1         100%
   ------------------------------------------------------------                    ===
   Less reinsurance                                                1,683.8
   ------------------------------------------------------------  ---------
   Net annuity reserves and deposit fund liabilities, including
   separate accounts                                             $54,779.3
   ------------------------------------------------------------  =========
</TABLE>

    A reconciliation of the total net annuity reserves and
    deposit fund liabilities to the amounts reported in the
    Company's 1998 Annual Statement and the Company's Separate
    Accounts Annual Statement is as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                                 1998
                                                                 -------------
                                                                 (IN MILLIONS)
                                                                 -------------
   <S>                                                           <C>
   Per 1998 Annual Statement:
     Exhibit 8, Section B -- Total (net)                           $ 2,554.6
   ------------------------------------------------------------
     Exhibit 8, Section C -- Total (net)                                26.0
   ------------------------------------------------------------
     Exhibit 10, Column 1, Line 19                                  16,579.6
   ------------------------------------------------------------    ---------
                                                                    19,160.2
   ------------------------------------------------------------    ---------
   Per Separate Accounts Annual Statement
     Exhibit 6, Column 2, Line 0299999                                 146.4
   ------------------------------------------------------------
     Page 3, Line 3                                                 35,472.7
   ------------------------------------------------------------    ---------
                                                                    35,619.1
   ------------------------------------------------------------    ---------
   Total net annuity reserves and deposit fund liabilities         $54,779.3
   ------------------------------------------------------------    =========
</TABLE>

8.  CAPITAL AND SURPLUS
    In 1998, the Company issued two surplus notes to LNC in return for cash of
    $1,250,000,000. The first note for $500,000,000 was issued to LNC in
    connection with the CIGNA indemnity reinsurance transaction on January 5,
    1998. This note calls for the Company to pay the principal amount of the
    notes on or before March 31, 2028 and interest to be paid quarterly at an
    annual rate of 6.56%. Subject to approval by the Indiana Insurance
    Commissioner, LNC also has a right to redeem the note for immediate
    repayment in total or in part once per year on the anniversary date of the
    note, but not before January 5, 2003. Any payment of interest or

                                                                            S-19
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

8.  CAPITAL AND SURPLUS (CONTINUED)
    repayment of principal may be paid only out of the Company's earnings, only
    if the Company's surplus exceeds specified levels ($2,315,700,000 at
    December 31, 1998), and subject to approval by the Indiana Insurance
    Commissioner. No interest payments were approved by the Indiana Insurance
    Commissioner as of December 31, 1998 and, thus, no amounts were accrued at
    that date.

    The second note for $750,000,000 was issued on December 18, 1998 to LNC in
    connection with the Aetna indemnity reinsurance transaction. This note calls
    for the Company to pay the principal amount of the notes on or before
    December 31, 2028 and interest to be paid quarterly at an annual rate of
    6.03%. Subject to approval by the Indiana Insurance Commissioner, LNC also
    has a right to redeem the note for immediate repayment in total or in part
    once per year on the anniversary date of the note, but not before
    December 18, 2003. Any payment of interest or repayment of principal may be
    paid only out of the Company's earnings, only if the Company's surplus
    exceeds specified levels ($2,379,600,000 at December 31, 1998), and subject
    to approval by the Indiana Insurance Commissioner. No interest payments were
    approved by the Indiana Insurance Commissioner as of December 31, 1998 and,
    thus, no amounts were accrued at that date.

    A summary of the terms of these surplus notes follows:

<TABLE>
<CAPTION>
                                                         PRINCIPAL        PRINCIPAL     CURRENT YEAR
DATE ISSUED                                            AMOUNT OF NOTE    OUTSTANDING    INTEREST PAID
- -----------                                            --------------   -------------   -------------
<S>                                                    <C>              <C>             <C>
January 5, 1998                                         $500,000,000    $500,000,000     $32,300,000
- -----------------------------------------------------
December 18, 1998                                        750,000,000     750,000,000              --
- -----------------------------------------------------
</TABLE>

    Life insurance companies are subject to certain Risk-Based Capital ("RBC")
    requirements as specified by the NAIC. Under those requirements, the amount
    of capital and surplus maintained by a life insurance company is to be
    determined based on the various risk factors related to it. At December 31,
    1998, the Company exceeds the RBC requirements.

    The payment of dividends by the Company is limited and cannot be made except
    from earned profits. The maximum amount of dividends that may be paid by
    life insurance companies without prior approval of the Indiana Insurance
    Commissioner is subject to restrictions relating to statutory surplus and
    net gain from operations. In January 1998, the Company assumed a block of
    individual life insurance and annuity business from CIGNA and in
    October 1998, the Company assumed a block of individual life insurance
    business from Aetna (SEE NOTE 10). The statutory accounting regulations do
    not allow goodwill to be recognized on indemnity reinsurance transactions
    and therefore, the related ceding commission was expensed in the
    accompanying Statement of Operations and resulted in the reduction of
    unassigned surplus. As a result of these transactions, the Company's
    statutory-basis unassigned surplus is negative as of December 31, 1998 and
    it will be necessary for the Company to obtain prior approval of the Indiana
    Insurance Commissioner before paying any dividends to LNC until such time as
    statutory-basis unassigned surplus is positive. It is expected that
    statutory-basis unassigned surplus will return to a positive position within
    two to three years from the closing of the Aetna transaction assuming a
    level of statutory-basis earnings coinciding with recent earnings patterns.
    If statutory-basis earnings are less then recent patterns due to adverse
    operating conditions or further indemnity reinsurance transactions of this
    nature or other factors, or if dividends are approved and paid at amounts
    higher than recent history, the statutory-basis unassigned surplus may not
    return to a positive position as soon as expected. Although no assurance can
    be given, management believes that the approvals for the payment of such
    dividends in amounts consistent with those paid in the past can be obtained.

S-20
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

9.  EMPLOYEE BENEFIT PLANS
    LNC maintains defined benefit pension plans for its employees (including
    Company employees) and a defined contribution plan for the Company's agents.
    LNC also maintains 401(k) plans, deferred compensation plans and
    postretirement medical and life insurance plans for its employees and agents
    (including the Company's employees and agents). The aggregate expenses and
    accumulated obligations for the Company's portion of these plans are not
    material to the Company's statutory-basis financial statements of income or
    financial position for any of the periods shown.

    LNC has various incentive plans for key employees, agents and directors of
    LNC and its subsidiaries that provide for the issuance of stock options,
    stock appreciation rights, restricted stock awards and stock incentive
    awards. These plans are comprised primarily of stock option incentive plans.
    Stock options granted under the stock option incentive plans are at the
    market value at the date of grants and, subject to termination of
    employment, expire ten years from the date of grant. Such options are
    transferable only upon death and are exercisable one year from the date of
    grant for options issued prior to 1992. Option issued subsequent to 1991 are
    exercisable in 25% increments on the option issuance anniversary in the four
    years following issuance.

    As of December 31, 1998, 885,252 and 504,369 shares of LNC common stock were
    subject to options granted to Company employees and agents, respectively,
    under the stock option incentive plans of which 430,053 and 87,160,
    respectively, were exercisable on that date. The exercise prices of the
    outstanding options range from $23.50 to $96.41. During 1998, 1997 and 1996,
    136,469, 170,789 and 72,405 options were exercised, respectively, and
    18,288, 1,846 and 10,950 options were forfeited, respectively.

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES
    DISABILITY INCOME CLAIMS
    The liability for disability income claims net of the related asset for
    amounts recoverable from reinsurers at December 31, 1998 and 1997 is a net
    liability of $670,100,000 and $516,900,000, respectively. This liability is
    based on the assumption that the recent experience will continue in the
    future. If incidence levels and/or claim termination rates fluctuate
    significantly from the assumptions underlying reserves, adjustments to
    reserves could be required in the future. Accordingly, this liability may
    prove to be deficient or excessive. The Company reviews reserve levels on an
    ongoing basis. However, it is management's opinion that such future
    development will not materially affect the financial position of the
    Company.

    During 1997, the Company conducted an in-depth review of loss experience on
    its disability income business. As a result of this study, the reserve level
    was deemed to be inadequate to meet future obligations if current incident
    levels were to continue in the future. In order to address this situation,
    the Company strengthened its disability income reserves by $80,000,000 in
    1997.

    MARKETING AND COMPLIANCE ISSUES
    Regulators continue to focus on market conduct and compliance issues. Under
    certain circumstances companies operating in the insurance and financial
    services markets have been held responsible for providing incomplete or
    misleading sales materials and for replacing existing policies with policies
    that were less advantageous to the policyholder. The Company's management
    continues to monitor the Company's sales materials and compliance procedures
    and is making an extensive effort to minimize any potential liability. Due
    to the uncertainty surrounding such matters, it is not possible to provide a
    meaningful estimate of the range of potential outcomes at this time;
    however, it is management's opinion that such future development will not
    materially affect the financial position of the Company.

    GROUP PENSION ANNUITIES
    The liabilities for guaranteed interest and group pension annuity contracts,
    which are no longer being sold by the Company, are supported by a single
    portfolio of assets that attempts to match the duration of these
    liabilities. Due to the long-term nature of group pension annuities and the
    resulting inability to exactly match cash flows, a risk exists that future
    cash flows from investments will not be reinvested at rates as high as
    currently earned by the portfolio. Accordingly, these liabilities may prove
    to be deficient or excessive. However, it is management's opinion that such
    future

                                                                            S-21
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    development will not materially affect the financial position of the
    Company.

    LEASES
    The Company leases its home office properties through sale-leaseback
    agreements. The agreements provide for a 25 year lease period with options
    to renew for six additional terms of five years each. The agreements also
    provide the Company with the right of first refusal to purchase the
    properties during the term of the lease, including renewal periods, at a
    price as defined in the agreements. The Company also has the option to
    purchase the leased properties at fair market value as defined in the
    agreements on the last day of the initial 25-year lease ending in 2009 or on
    the last day of any of the renewal periods.

    Total rental expense on operating leases in 1998, 1997 and 1996 was
    $34,000,000, $29,300,000 and $26,400,000, respectively. Future minimum
    rental commitments are as follows (in millions):

<TABLE>
   <S>                               <C>
   1999                              $ 18.9
   --------------------------------
   2000                                18.4
   --------------------------------
   2001                                18.7
   --------------------------------
   2002                                18.7
   --------------------------------
   2003                                18.6
   --------------------------------
   Thereafter                         116.6
   --------------------------------  ------
                                     $209.9
                                     ======
</TABLE>

    INFORMATION TECHNOLOGY COMMITMENT
    In February 1998, the Company signed a seven-year contract with IBM Global
    Services for information technology services for the Fort Wayne operations.
    Total costs incurred in 1998 were $54,800,000. Future minimum annual costs
    range from $33,600,000 to $56,800,000, however future costs are dependent on
    usage and could exceed these amounts.

    INSURANCE CEDED AND ASSUMED
    The Company cedes insurance to other companies, including certain
    affiliates. The portion of risks exceeding the Company's retention limit is
    reinsured with other insurers. Prior to December 31, 1997, the Company
    limited its maximum coverage that it retained on an individual to
    $3,000,000. Based on a review of the capital and business in-force effective
    in January 1998, the Company changed the amount it will retain on an
    individual to $10,000,000. Portions of the Company's deferred annuity
    business have also been reinsured with other companies to limit its exposure
    to interest rate risks. At December 31, 1998, the reserves associated with
    these reinsurance arrangements totaled $1,608,500,000. To cover products
    other than life insurance, the Company acquires other insurance coverages
    with retentions and limits that management believes are appropriate for the
    circumstances. The accompanying statutory-basis financial statements reflect
    premiums, benefits and policy acquisition expenses net of reinsurance ceded.
    The Company remains liable if its reinsurers are unable to meet their
    contractual obligations under the applicable reinsurance agreements.

    Proceeds from the sale of common stock of American Statements Financial
    Corporation ("American States") and proceeds from the January 5, 1998
    surplus note, were used to finance an indemnity reinsurance transaction
    whereby the Company and LLANY reinsured 100% of a block of individual life
    insurance and annuity business from CIGNA Corporation ("CIGNA"). The Company
    paid $1,264,400,000 to CIGNA on January 2, 1998 under the terms of the
    reinsurance agreement and recognized a ceding commission expense of
    $1,127,700,000 in 1998, which is included in the Statement of Operations
    line item "Underwriting, acquisition, insurance and other expenses." At the
    time of closing, this block of business had statutory liabilities of
    $4,658,200,000 that became the Company's obligation. The Company also
    received assets, measured on a historical statutory basis, equal to the
    liabilities.

    Pursuant to the terms of the reinsurance agreement, the Company, LLANY and
    CIGNA are in the final stages of agreeing to the statutory-basis values of
    these assets and liabilities. Any changes to these values that may occur in
    future periods will not be material to the Company's financial position.

    Subsequent to this transaction, the Company and LLANY announced that they
    had reached an agreement to sell the administration rights to a variable

S-22
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    annuity portfolio that had been acquired as part of the block of business
    assumed on January 2, 1998. This sale closed on October 12, 1998 with an
    effective date of August 1, 1998.

    In connection with the completion of the CIGNA reinsurance transaction, the
    Company recorded a charge of $31,000,000 to cover certain costs of
    integrating the existing operations with the new block of business.

    On October 1, 1998, the Company and LLANY entered into an indemnity
    reinsurance transaction whereby the Company and LLANY reinsured 100% of a
    block of individual life insurance business from Aetna, Inc. The Company
    paid $856,300,000 to Aetna on October 1, 1998 under the terms of the
    reinsurance agreement and recognized a ceding commission expense of
    $815,300,000 in 1998, which is included in the Statement of Operations line
    item "Underwriting, acquisition, insurance and other expenses." At the time
    of closing, this block of business had statutory liabilities of
    $2,813,300,000 that became the Company's obligation. The Company also
    received assets, measured on a historical statutory basis, equal to the
    liabilities. The Company financed this reinsurance transaction with proceeds
    from short-term debt borrowings from LNC until the December 18, 1998 surplus
    note was approved by the Insurance Department. Subsequent to the Aetna
    transaction, the Company and LLANY announced that they had reached an
    agreement to retrocede the sponsored life business assumed for $87,600,000.
    The retrocession agreement closed on October 14, 1998 with an effective date
    of October 1, 1998.

    The Company assumes insurance from other companies, including certain
    affiliates. At December 31, 1998, the Company has provided $44,900,000 of
    statutory-basis surplus relief to other insurance companies under
    reinsurance transactions. The Company has retroceded 100% of this accepted
    surplus relief to its off-shore reinsurance affiliates. Generally, such
    amounts are offset by corresponding receivables from the ceding company,
    which are secured by future profits on the reinsured business. However, the
    Company is subject to the risk that the ceding company may become insolvent
    and the right of offset would not be permitted.

    The regulatory required liability for unsecured reserves ceded to
    unauthorized reinsurers was $43,400,000 and $8,200,000 at December 31, 1998
    and 1997, respectively.

    VULNERABILITY FROM CONCENTRATIONS
    At December 31, 1998, the Company did not have a material concentration of
    financial instruments in a single investee or industry. The Company's
    investments in mortgage loans principally involve commercial real estate. At
    December 31, 1998, 25% of such mortgages ($980,500,000) involved properties
    located in Texas and California. Such investments consist of first mortgage
    liens on completed income-producing properties and the mortgage outstanding
    on any individual property does not exceed $58,200,000.

    At December 31, 1998, the Company did not have a concentration of: 1)
    business transactions with a particular customer, lender or distributor; 2)
    revenues from a particular product or service; 3) sources of supply of labor
    or services used in the business; or 4) a market or geographic area in which
    business is conducted that makes it vulnerable to an event that is at least
    reasonably possible to occur in the near term and which could cause a severe
    impact to the Company's financial condition.

    OTHER CONTINGENCY MATTERS
    The Company is involved in various pending or threatened legal proceedings
    arising from the conduct of business. Most of these proceedings are routine
    in the ordinary course of business. The Company maintains professional
    liability insurance coverage for claims in excess of $5,000,000. The degree
    of applicability of this coverage will depend on the specific facts of each
    proceeding. In some instances, these proceedings include claims for
    compensatory and 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 affect on the financial position of the
    Company.

                                                                            S-23
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    Four lawsuits involving alleged fraud in the sale of interest sensitive
    universal life and whole life insurance have been filed as class actions
    against the Company, although the court has not certified a class in any of
    these cases. Plaintiffs seek unspecified damages and penalties for
    themselves and on behalf of the putative class. While the relief sought in
    these cases is substantial, it is premature to make assessments about the
    potential loss, if any, because the status of the cases ranges from the
    early states of litigation to the dismissal and appeals stage. Management
    intends to defend these suits vigorously. The amount of liability, if any,
    which may arise as a result of these suits cannot be reasonably estimated at
    this time.

    The number of insurance companies that are under regulatory supervision has
    resulted, and is expected to continue to result, in assessments by state
    guaranty funds to cover losses to policyholders of insolvent or
    rehabilitated companies. Mandatory assessments may be partially recovered
    through a reduction in future premium taxes in some states. The Company has
    accrued for expected assessments net of estimated future premium tax
    deductions.

    GUARANTEES
    The Company has guarantees with off-balance-sheet risks whose contractual
    amounts represent credit exposure. Outstanding guarantees with off-
    balance-sheet risks at December 31, 1998 relate to mortgage loan
    pass-through certificates. The Company has sold commercial mortgage loans
    through grantor trusts which issued pass-through certificates. The Company
    has agreed to repurchase any mortgage loans which remain delinquent for 90
    days at a repurchase price substantially equal to the outstanding principal
    balance plus accrued interest thereon to the date of repurchase. The
    outstanding guarantees as of December 31, 1998 and 1997 were $30,900,000 and
    $41,600,000, respectively. It is management's opinion that the value of the
    properties underlying these commitments is sufficient that in the event of
    default the impact would not be material to the Company. Accordingly, both
    the carrying value and fair value of these guarantees is zero at
    December 31, 1998 and 1997.

    The Company's wholly owned subsidiary, LNH&C, accepts personal accident
    reinsurance programs from other insurance companies. Most of these programs
    are presented to LNH&C by independent brokers who represent the ceding
    companies. Certain excess of loss personal accident reinsurance programs
    created in the London market during 1993 through 1996 have produced and have
    potential to produce significant losses. At December 31, 1998 and 1997,
    liabilities of $177,400,000 and $186,300,000, respectively, have been
    established for such programs. These reserves are based on various estimates
    that are subject to considerable uncertainty. Accordingly, this reserve may
    prove to be deficient or excessive. However, it is management's opinion that
    such future development will not materially affect the financial position of
    the Company.

    The Company and LNH&C continue to investigate the personal accident
    reinsurance programs to determine if there are additional programs including
    certain workers compensation programs, which may produce losses. At this
    time, the Company and LNH&C do not have sufficient information to determine
    whether or not it is probable that additional losses have been incurred nor
    can the Company and LNH&C accurately estimate the ultimate cost or timing of
    the outcome on these programs.

    DERIVATIVES
    The Company has derivatives with off-balance-sheet risks whose notional or
    contract amounts exceed the credit exposure. The Company has entered into
    derivative transactions to reduce its exposure to fluctuations in interest
    rates, the widening of bond yield spreads over comparable maturity U.S.
    government obligations, commodity risk, credit risk, increased liabilities
    associated with reinsurance agreements and foreign exchange risks. In
    addition, the Company is subject to the risks associated with changes in the
    value of its derivatives; however, such changes in value generally are
    offset by changes in the value of the items

S-24
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    being hedged by such contracts. Outstanding derivatives with
    off-balance-sheet risks, shown in notional or contract amounts along with
    their carrying value and estimated fair values, are as follows:

<TABLE>
<CAPTION>

                                                                       ASSETS (LIABILITIES)
                                                                       ------------------------------------------------
                                         NOTIONAL OR                   CARRYING       FAIR        CARRYING       FAIR
                                         CONTRACT AMOUNTS              VALUE          VALUE       VALUE          VALUE
                                         ------------------------------------------------------------------------------
                                         DECEMBER 31                   DECEMBER 31                DECEMBER 31
                                         1998           1997           1998           1998        1997           1997
                                         ------------------------------------------------------------------------------
                                         (IN MILLIONS)
                                         ------------------------------------------------------------------------------
   <S>                                   <C>            <C>            <C>            <C>         <C>            <C>
   Interest rate derivatives:
     Interest rate cap agreements        $4,108.8       $4,900.0        $ 9.3         $  .9        $13.9         $   .9
      ---------------------------------
     Swaptions                            1,899.5        1,752.0         16.2           2.5          6.9            6.9
      ---------------------------------
     Interest rate swaps                    258.3           10.0           --           9.9           --           (1.8)
      ---------------------------------
     Put options                             21.3             --           --           2.2           --             --
      ---------------------------------  --------       --------        -----         -----        -----         ------
                                          6,287.9        6,662.0         25.5          15.5         20.8            6.0
   Foreign currency derivatives:
     Forward contracts                        1.5          163.1           --            --          5.4            5.4
      ---------------------------------
     Foreign currency swaps                  47.2           15.0           --            .3           --           (2.1)
      ---------------------------------  --------       --------        -----         -----        -----         ------
                                             48.7          178.1           --            .3          5.4            3.3
   Commodity derivatives:
     Commodity swaps                          8.1             --           --           2.4           --             --
      ---------------------------------  --------       --------        -----         -----        -----         ------
                                         $6,344.7       $6,840.1        $25.5         $18.2        $26.2         $  9.3
                                         ========       ========        =====         =====        =====         ======
</TABLE>

    A reconciliation of the notional or contract amounts for the significant
    programs using derivative agreements and contracts at December 31 is as
    follows:

<TABLE>
                                         INTEREST RATE CAPS            SPREAD LOCKS                  SWAPTIONS
                                         -----------------------------------------------------------------------------------
                                         1998           1997           1998             1997         1998           1997
                                         -----------------------------------------------------------------------------------
                                         (IN MILLIONS)
                                         -----------------------------------------------------------------------------------
   <S>                                   <C>            <C>            <C>              <C>          <C>            <C>
   Balance at beginning of year          $4,900.0       $5,500.0       $      --        $   --       $1,752.0       $  672.0
   ------------------------------------
   New contracts                            708.8             --              --          50.0          218.3        1,080.0
   ------------------------------------
   Terminations and maturities           (1,500.0)        (600.0)             --         (50.0)         (70.8)            --
   ------------------------------------  --------       --------       ----------       ------       --------       --------
   Balance at end of year                $4,108.8       $4,900.0       $      --        $   --       $1,899.5       $1,752.0
   ------------------------------------  ========       ========       ==========       ======       ========       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                 FINANCIAL FUTURES
                                                                 CONTRACTS                      INTEREST RATE SWAPS
                                                                 ----------------------------------------------------
                                                                 1998             1997          1998            1997
                                                                 ----------------------------------------------------
   <S>                                                           <C>              <C>           <C>             <C>
   Balance at beginning of year                                  $      --        $ 147.7       $    10.0       $  --
   ------------------------------------------------------------
   New contracts                                                        --           88.3         2,226.6        10.0
   ------------------------------------------------------------
   Terminations and maturities                                          --         (236.0)       (1,978.3)         --
   ------------------------------------------------------------  ----------       -------       ---------       -----
   Balance at end of year                                        $      --        $    --       $   258.3       $10.0
   ------------------------------------------------------------  ==========       =======       =========       =====
</TABLE>

                                                                            S-25
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)

<TABLE>
<CAPTION>
                                                                                              COMMODITY
                                                                 PUT OPTIONS                  SWAPS
                                                                 --------------------------------------------------
                                                                 1998        1997             1998       1997
                                                                 --------------------------------------------------
   <S>                                                           <C>         <C>              <C>        <C>
   Balance at beginning of year                                  $  --       $      --        $--        $       --
   ------------------------------------------------------------
   New contracts                                                  21.3              --        8.1                --
   ------------------------------------------------------------
   Terminations and maturities                                      --              --         --                --
   ------------------------------------------------------------  -----       ----------       ----       ----------
   Balance at end of year                                        $21.3       $      --        $8.1       $       --
   ------------------------------------------------------------  =====       ==========       ====       ==========
</TABLE>

<TABLE>
                                                FOREIGN CURRENCY DERIVATIVES (FOREIGN INVESTMENTS)
                                                ---------------------------------------------------------------------------
                                                FOREIGN EXCHANGE            FOREIGN CURRENCY              FOREIGN CURRENCY
                                                FORWARD CONTRACTS           OPTIONS                       SWAPS
                                                ---------------------------------------------------------------------------
                                                1998          1997          1998             1997         1998        1997
                                                ---------------------------------------------------------------------------
                                                (IN MILLIONS)
                                                ---------------------------------------------------------------------------
   <S>                                          <C>           <C>           <C>              <C>          <C>         <C>
   Balance at beginning of year                 $ 163.1       $ 251.5       $      --        $ 43.9       $15.0       $15.0
   -------------------------------------------
   New contracts                                  419.8         833.1              --            --        39.2          --
   -------------------------------------------
   Terminations and maturities                   (581.4)       (921.6)             --         (43.9)       (7.0)         --
   -------------------------------------------  -------       -------       ----------       ------       -----       -----
   Balance at end of year                       $   1.5       $ 163.0       $      --        $   --       $47.2       $15.0
   -------------------------------------------  =======       =======       ==========       ======       =====       =====
</TABLE>

    INTEREST RATE CAP AGREEMENTS
    The interest rate cap agreements, which expire in 1999 through 2006, entitle
    the Company to receive quarterly payments from the counterparties on
    specified future reset dates, contingent on future interest rates. For each
    cap, the amount of such payments, if any, is determined by the excess of a
    market interest rate over a specified cap rate multiplied by the notional
    amount divided by four. The purpose of the Company's interest rate cap
    agreement program is to protect its annuity line of business from the effect
    of rising interest rates. The premium paid for the interest rate caps is
    included in other assets ($9,300,000 as of December 31, 1998) and is being
    amortized over the terms of the agreements. This amortization is included in
    net investment income.

    SWAPTIONS
    Swaptions, which expire in 1999 through 2003, entitle the Company to receive
    settlement payments from the counterparties on specified expiration dates,
    contingent on future interest rates. For each swaption, the amount of such
    settlement payments, if any, is determined by the present value of the
    difference between the fixed rate on a market rate swap and the strike rate
    multiplied by the notional amount. The purpose of the Company's swaption
    program is to protect its annuity line of business from the effect of rising
    interest rates. The premium paid for the swaptions is included in other
    assets ($16,200,000 as of December 31, 1998) and is being amortized over the
    terms of the agreements. This amortization is included in net investment
    income.

    SPREAD LOCK AGREEMENTS
    Spread-lock agreements provide for a lump sum payment to or by the Company,
    depending on whether the spread between the swap rate and a specified
    government note is larger or smaller than a contractually specified spread.
    Cash payments are based on the product of the notional amount, the spread
    between the swap rate and the yield of an equivalent maturity government
    security and the price sensitivity of the swap at that time. The purpose of
    the Company's spread-lock program is to protect a portion of its fixed
    maturity securities against widening of spreads.

    FINANCIAL FUTURE CONTRACTS
    The Company uses exchange-traded financial futures contracts to hedge
    against interest rate risks and to manage duration of a portion of its

S-26
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    fixed maturity securities. Financial futures contracts obligate the Company
    to buy or sell a financial instrument at a specified future date for a
    specified price. They may be settled in cash or through delivery of the
    financial instrument. Cash settlements on the change in market values of
    financial futures contracts are made daily.

    INTEREST RATE SWAP AGREEMENTS
    The Company uses interest rate swap agreements to hedge its exposure to
    floating rate bond coupon payments, replicating a fixed rate bond. An
    interest rate swap is a contractual agreement to exchange payments at one or
    more times based on the actual or expected price, level, performance or
    value of one or more underlying interest rates. The Company is required to
    pay the counterparty to the agreements the stream of variable coupon
    payments generated from the bonds, and in turn, receives a fixed payment
    from the counterparty at a predetermined interest rate. The net
    receipts/payments from interest rate swaps are recorded in net investment
    income.

    The Company also uses interest rate swap agreements to hedge its exposure to
    interest rate fluctuations related to the anticipated purchase of assets to
    support newly acquired or assumed blocks of business. Once the assets are
    purchased, the gains resulting from the termination of the swap agreements
    are applied to the basis of the assets purchased. The gains are recognized
    in earnings over the life of the assets.

    PUT OPTION
    The Company uses put options, combined with various perpetual fixed income
    securities, and interest rate swaps to replicate a fixed income, fixed
    maturity investment. The put options give the Company the right, but not the
    obligation, to sell to the counterparty of the agreement the specified
    securities on a specified date at a fixed price.

    FOREIGN CURRENCY DERIVATIVES (FOREIGN INVESTMENTS)
    The Company uses a combination of foreign exchange forward contracts,
    foreign currency options and foreign currency swaps, all of which are traded
    over-the-counter, to hedge some of the foreign exchange risk of investments
    in fixed maturity securities denominated in foreign currencies. The foreign
    currency forward contracts obligate the Company to deliver a specified
    amount of currency at a future date at a specified exchange rate. Foreign
    currency options give the Company the right, but not the obligation, to buy
    or sell a foreign currency at a specific exchange rate during a specified
    time period. A foreign currency swap is a contractual agreement to exchange
    the currencies of two different countries pursuant to an agreement to
    re-exchange the two currencies at the same rate of exchange at a specified
    future date.

    COMMODITY SWAP
    The Company uses a commodity swap to hedge its exposure to fluctuations in
    the price of gold, which is the underlying variable in determining the
    periodic interest payments associated with a fixed income security. A
    commodity swap is a contractual agreement to exchange a certain amount of a
    particular commodity for a fixed amount of cash. The Company owns a fixed
    income security that meets its coupon payment obligations in gold bullion.
    The Company is obligated to pay to the counterparty the gold bullion, and in
    return, receives from the counterparty a stream of fixed income payments.
    The fixed income payments are the product of the swap notional multiplied by
    the fixed rate stated in the swap agreement. The net receipts/payments from
    commodity swaps are recorded in net investment income.

    ADDITIONAL DERIVATIVE INFORMATION
    Expenses for the agreements and contracts described above amounted to
    $10,000,000, $7,000,000 and $6,900,000 in 1998, 1997 and 1996, respectively.
    Deferred losses of $48,200,000 as of December 31, 1998, were the result of:
    1) terminated and expired spread-lock agreements and; 2) terminated interest
    rate swaps. These losses are included with the related fixed maturity
    securities to which the hedge applied and are being amortized over the life
    of such securities.

    The Company is exposed to credit loss in the event of nonperformance by
    counterparties on interest rate cap agreements, swaptions, spread-lock
    agreements, financial futures, interest rate swaps, put options and foreign
    currency derivatives. However, the Company does not anticipate
    nonperformance

                                                                            S-27
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

10. RESTRICTIONS, COMMITMENTS AND CONTINGENCIES (CONTINUED)
    by any of the counterparties. The credit risk associated with such
    agreements is minimized by purchasing such agreements from financial
    institutions with long-standing, superior performance records. The amount of
    such exposure is essentially the net replacement cost or market value for
    such agreements with each counterparty if the net market value is in the
    Company's favor. At December 31, 1998, the exposure was $21,100,000.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS
    The following discussion outlines the methodologies and assumptions used to
    determine the estimated fair values of the Company's financial instruments.
    Considerable judgment is required to develop these fair values. Accordingly,
    the estimates shown are not necessarily indicative of the amounts that would
    be realized in a one-time, current market exchange of all of the Company's
    financial instruments.

    BONDS AND UNAFFILIATED COMMON STOCK
    Fair values of bonds are based on quoted market prices, where available. For
    bonds not actively traded, fair values are estimated using values obtained
    from independent pricing services. In the case of private placements, fair
    values are estimated by discounting expected future cash flows using a
    current market rate applicable to the coupon rate, credit quality and
    maturity of the investments. The fair values of unaffiliated common stocks
    are based on quoted market prices.

    PREFERRED STOCK
    Fair values of preferred stock are based on quoted market prices, where
    available. For preferred stock not actively traded, fair values are based on
    values of issues of comparable yield and quality.

    MORTGAGE LOANS ON REAL ESTATE
    The estimated fair value of mortgage loans on real estate was established
    using a discounted cash flow method based on credit rating, maturity and
    future income. The ratings for mortgages in good standing are based on
    property type, location, market conditions, occupancy, debt service
    coverage, loan to value, caliber of tenancy, borrower and payment record.
    Fair values for impaired mortgage loans are based on: 1) the present value
    of expected future cash flows discounted at the loan's effective interest
    rate; 2) the loan's market price; or 3) the fair value of the collateral if
    the loan is collateral dependent.

    POLICY LOANS
    The estimated fair values of investments in policy loans are calculated on a
    composite discounted cash flow basis using Treasury interest rates
    consistent with the maturity durations assumed. These durations are based on
    historical experience.

    OTHER INVESTMENTS AND CASH AND SHORT-TERM INVESTMENTS
    The carrying values for assets classified as other investments and cash and
    short-term investments in the accompanying statutory-basis balance sheets
    approximate their fair value.

    INVESTMENT-TYPE INSURANCE CONTRACTS
    The balance sheet captions, "Future policy benefits and claims" and "Other
    policyholder funds," include investment type insurance contracts (i.e.,
    deposit contracts and guaranteed interest contracts). The fair values for
    the deposit contracts and certain guaranteed interest contracts are based on
    their approximate surrender values. The fair values for the remaining
    guaranteed interest and similar contracts are estimated using discounted
    cash flow calculations. These calculations are based on interest rates
    currently offered on similar contracts with maturities that are consistent
    with those remaining for the contracts being valued.

    The remainder of the balance sheet captions "Future policy benefits and
    claims" and "Other policyholder funds," that do not fit the definition of
    "investment-type insurance contracts" are considered insurance contracts.
    Fair value disclosures are not required for these insurance contracts and
    have not been determined by the Company. It is the Company's position that
    the disclosure of the fair value of these insurance contracts is important
    because readers of these financial statements could draw inappropriate
    conclusions about the Company's capital and surplus determined on a fair
    value basis. It could be misleading if only the fair value of assets and
    liabilities defined as financial instruments are disclosed. The Company and
    other

S-28
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

11. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    companies in the insurance industry are monitoring the related actions of
    the various rule-making bodies and attempting to determine an appropriate
    methodology for estimating and disclosing the "fair value" of their
    insurance contract liabilities.

    SHORT-TERM DEBT
    For short-term debt, the carrying value approximates fair value.

    SURPLUS NOTES DUE TO LNC
    Fair values for surplus notes are estimated using discounted cash flow
    analysis based on the Company's current incremental borrowing rate for
    similar types of borrowing arrangements.

    GUARANTEES
    The Company's guarantees include guarantees related to mortgage loan
    pass-through certificates. Based on historical performance where repurchases
    have been negligible and the current status, which indicates none of the
    loans are delinquent, the fair value liability for the guarantees related to
    the mortgage loan pass-through certificates is zero.

    DERIVATIVES
    The Company employs several different methods for determining the fair value
    of its derivative instruments. Fair values for these contracts are based on
    current settlement values. These values are based on quoted market prices
    for the foreign currency exchange contracts and financial future contracts
    and; 2) industry standard models that are commercially available for
    interest rate cap agreements, swaptions, spread lock agreements, interest
    rate swaps, commodity swaps and put options.

    INVESTMENT COMMITMENTS
    Fair values for commitments to make investment in fixed maturity securities
    (primarily private placements), mortgage loans on real estate and real
    estate are based on the difference between the value of the committed
    investments as of the date of the accompanying balance sheets and the
    commitment date. These estimates would take into account changes in interest
    rates, the counterparties' credit standing and the remaining terms of the
    commitments.

    SEPARATE ACCOUNTS
    Assets held in separate accounts are reported in the accompanying
    statutory-basis balance sheets at fair value. The related liabilities are
    also reported at fair value in amounts equal to the separate account assets.

                                                                            S-29
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

11. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    The carrying values and estimated fair values of the Company's financial
    instruments are as follows:

<TABLE>
<CAPTION>
                                                    DECEMBER 31
                                                    -------------------------------------------------------------
                                                    1998                              1997
                                                    -------------------------------------------------------------
                                                    CARRYING                          CARRYING
   ASSETS (LIABILITIES)                             VALUE            FAIR VALUE       VALUE            FAIR VALUE
   --------------------------------------------------------------------------------------------------------------
                                                    (IN MILLIONS)
                                                    -------------------------------------------------------------
   <S>                                              <C>              <C>              <C>              <C>
   Bonds                                            $ 23,830.9       $ 25,065.5       $ 18,560.7       $ 19,798.6
   -----------------------------------------------
   Preferred stocks                                      236.0            242.5            257.3            268.7
   -----------------------------------------------
   Unaffiliated common stocks                            259.3            259.3            436.0            436.0
   -----------------------------------------------
   Mortgage loans on real estate                       3,932.9          4,100.1          3,012.7          3,179.2
   -----------------------------------------------
   Policy loans                                        1,606.0          1,685.9            660.5            648.3
   -----------------------------------------------
   Other investments                                     434.4            434.4            335.5            335.5
   -----------------------------------------------
   Cash and short-term investments                     1,725.4          1,725.4          2,133.0          2,133.0
   -----------------------------------------------
   Investment-type insurance contracts:
     Deposit contracts and certain guaranteed
       interest contracts                            (17,845.8)       (17,486.4)       (17,324.2)       (16,887.6)
      --------------------------------------------
     Remaining guaranteed interest and similar
       contracts                                        (714.4)          (738.2)        (1,267.0)        (1,294.6)
      --------------------------------------------
   Short-term debt                                      (140.0)          (140.0)          (120.0)          (120.0)
   -----------------------------------------------
   Surplus notes due to LNC                           (1,250.0)        (1,335.1)              --               --
   -----------------------------------------------
   Derivatives                                            25.5             18.2             26.2              9.3
   -----------------------------------------------
   Investment commitments                                   --             (0.6)              --             (0.5)
   -----------------------------------------------
   Separate account assets                            36,907.0         36,907.0         31,330.9         31,330.9
   -----------------------------------------------
   Separate account liabilities                      (36,907.0)       (36,907.0)       (31,330.9)       (31,330.9)
   -----------------------------------------------
</TABLE>

12. ACQUISITIONS AND SALES OF SUBSIDIARIES
    In October 1996, the Company and LLANY purchased a block of group
    tax-qualified annuity business from UNUM Corporation affiliates. The bulk of
    the transaction was completed in the form of an assumption reinsurance
    transaction, which resulted in a ceding commission of $71,800,000. The
    ceding commission resulted in admissible goodwill of $62,300,000, which is
    being amortized on a straight-line basis over 10 years. LLANY was required
    by the New York Department of Insurance to expense its portion of the ceding
    commission in 1996. Policy liabilities and related accruals of the Company
    and its wholly owned subsidiary increased by $3,200,000,000 as a result of
    this transaction.

    In 1997, LNC contributed 25,000,000 shares of common stock of American
    States to the Company. American States is a property casualty insurance
    holding company of which LNC owned 83.3%. The contributed common stock was
    accounted for as a capital contribution equal to the fair value of the
    common stock received by the Company. Subsequently, the American States
    common stock owned by the Company, along with all other American States
    common stock owned by LNC and its affiliates, was sold. The Company received
    proceeds from the sale in the amount of $1,175,000,000. The Company
    recognized no gain or loss on the sale of its portion of the common stock
    due to the receipt of the stock at fair value. The proceeds from this sale
    of stock were used to partially finance the CIGNA indemnity reinsurance
    transaction.

S-30
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

13. TRANSACTIONS WITH AFFILIATES
    A wholly owned subsidiary of LNC, Lincoln Life and Annuity
    Distributors, Inc. ("LLAD"), has a nearly exclusive general agent's contract
    with the Company under which it sells the Company's products and provides
    the service that otherwise would be provided by a home office marketing
    department and regional offices. For providing these selling and marketing
    services, the Company paid LLAD override commissions of $76,700,000 in 1998
    and override commissions and operating expense allowances of $61,600,000 and
    $56,300,000 in 1997 and 1996, respectively. LLAD incurred expenses of
    $102,400,000, $5,500,000 and $15,700,000 in 1998, 1997 and 1996,
    respectively, in excess of the override commissions and operating expense
    allowances received from the Company, which the Company is not required to
    reimburse. Effective in January 1998, the Company and LLAD agreed to
    increase the override commission expense and eliminate the operating expense
    allowance.

    Cash and short-term investments at December 31, 1998 and 1997 include the
    Company's participation in a short-term investment pool with LNC of
    $383,600,000 and $325,600,000, respectively. Related investment income
    amounted to $16,800,000, $15,500,000 and $15,300,000 in 1998, 1997 and 1996,
    respectively. Short-term loan payable to parent company at December 31, 1998
    and 1997 represent notes payable to LNC.

    The Company provides services to and receives services from affiliated
    companies which resulted in a net payment of $92,100,000, $48,500,000 and
    $34,100,000 in 1998, 1997 and 1996, respectively.

    The Company cedes and accepts reinsurance from affiliated companies.
    Premiums in the accompanying statements of income include premiums on
    insurance business accepted under reinsurance contracts and exclude premiums
    ceded to other affiliated companies, as follows:

<TABLE>
<CAPTION>
                           YEAR ENDED DECEMBER 31
                           1998     1997     1996
                           ------------------------
                           (IN MILLIONS)
                           ------------------------
   <S>                     <C>      <C>      <C>
   Insurance assumed       $ 13.7   $ 11.9   $ 17.9
   ----------------------
   Insurance ceded          290.1    100.3    302.8
   ----------------------
</TABLE>

    The balance sheets include reinsurance balances with affiliated companies as
    follows:

<TABLE>
<CAPTION>
                             DECEMBER 31
                             1998           1997
                             -----------------------
                             (IN MILLIONS)
                             -----------------------
   <S>                       <C>            <C>
   Future policy benefits
   and claims assumed
                             $  197.3       $  245.5
   ------------------------
   Future policy benefits
   and claims ceded           1,125.0          997.2
   ------------------------
   Amounts recoverable on
   paid and unpaid losses        84.2           30.4
   ------------------------
   Reinsurance payable on
   paid losses                    6.0            5.3
   ------------------------
   Funds held under
   reinsurance treaties --
   net liability              1,375.4        1,115.4
   ------------------------
</TABLE>

    Substantially all reinsurance ceded to affiliated companies is with
    unauthorized companies. To take a reserve credit for such reinsurance, the
    Company holds assets from the reinsurer, including funds held under
    reinsurance treaties, and is the beneficiary on letters of credit
    aggregating $318,300,000 and $280,900,000 at December 31, 1998 and 1997,
    respectively. The letters of credit are issued by banks and represent
    guarantees of performance under the reinsurance agreement. At December 31,
    1998 and 1997, LNC had guaranteed $237,000,000 and $229,100,000,
    respectively, of these letters of credit. At December 31, 1998, the Company
    has a receivable (included in the foregoing amounts) from affiliated
    insurance companies in the amount of $122,400,000 for statutory surplus
    relief received under financial reinsurance ceded agreements.

14. SEPARATE ACCOUNTS
    Separate account assets held by the Company consist primarily of long-term
    bonds, common stocks, short-term investments and mutual funds and are
    carried at market value. Substantially all of the separate accounts do not
    have any minimum guarantees and the investment risks associated with market
    value changes are borne entirely by the policyholder.

    Separate account premiums, deposits and other considerations amounted to
    $3,953,300,000, $4,821,800,000 and $4,148,700,000 in 1998, 1997

                                                                            S-31
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

14. SEPARATE ACCOUNTS (CONTINUED)
    and 1996, respectively. Reserves for separate accounts with assets at fair
    value were $36,145,900,000 and $30,560,700,000 at December 31, 1998 and
    1997, respectively. All reserves are subject to discretionary withdrawal at
    market value.

    A reconciliation of transfers to (from) separate accounts is as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                                 1998            1997
                                                                 -------------------------
                                                                 (IN MILLIONS)
                                                                 -------------------------
   <S>                                                           <C>             <C>
   Transfers as reported in the Summary of Operations of the
   various separate accounts:
     Transfers to separate accounts                              $ 3,954.9       $ 4,824.0
   ------------------------------------------------------------
     Transfers from separate accounts                             (4,069.8)       (2,943.8)
   ------------------------------------------------------------  ---------       ---------
   Net transfers to (from) separate accounts as reported in the
   Summary of Operations                                         $  (114.9)      $ 1,880.2
   ------------------------------------------------------------  =========       =========
</TABLE>

15. RECONCILIATION OF ANNUAL STATEMENT TO AUDITED FINANCIAL STATEMENTS
    In 1997, certain errors were identified by the Illinois
    Insurance Department in the calculation of the AVR as of
    December 31, 1996 and 1995. The effects of the AVR errors
    also resulted in the need for revisions in the calculation
    of certain investment limitation thresholds, the results of
    which indicated that additional assets should have been
    nonadmitted as of December 31, 1996. As discussed by the
    Company with the Indiana and Illinois Insurance Departments,
    corrections were made to affected pages of the Company's
    NAIC Annual Statement which were refiled with various state
    insurance departments. However, due to immateriality of the
    corrections in relation to the financial statements taken as
    a whole, the audited 1996 and 1995 statutory-basis financial
    statements were not corrected and re-issued.

    The Company's 1997 NAIC Annual Statement, as filed with
    various state insurance departments, also includes the
    corrected balances for 1996 and 1995. The following is a
    reconciliation of total admitted assets, total liabilities
    and capital and surplus as of December 31, 1996 as presented
    in the 1997 NAIC Annual Statement (as corrected) to the
    accompanying audited financial statements.

<TABLE>
<CAPTION>
                                                                 TOTAL                     CAPITAL
                                                                 ADMITTED    TOTAL         AND
                                                                 ASSETS      LIABILITIES   SURPLUS
                                                                 ----------------------------------
   <S>                                                           <C>         <C>           <C>
   Balance as of December 31, 1996 as reported in the
   accompanying audited financial statements                     $50,016.6    $48,054.0    $1,962.6
   ------------------------------------------------------------
   Effect of AVR errors                                                 --         37.6       (37.6)
   ------------------------------------------------------------
   Effect of change in investment limitations                        (57.0)          --       (57.0)
   ------------------------------------------------------------  ---------    ---------    --------
   Balance as of December 31, 1996 as reported in the 1997 NAIC
   Annual Statement                                              $49,959.6    $48,091.6    $1,868.0
   ------------------------------------------------------------  =========    =========    ========
</TABLE>

S-32
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

16. CENTURY COMPLIANCE (UNAUDITED)
    The Year 2000 issue is pervasive and complex and affects virtually every
    aspect of the Company's business. The Company's computer systems and
    interfaces with the computer systems of vendors, suppliers, customers and
    business partners are particularly vulnerable. The Company has been
    redirecting a large portion of internal Information Technology efforts and
    contracting with outside consultants to update systems to address Year 2000
    issues. Experts have been engaged to assist in developing work plans and
    cost estimates and to complete remediation activities.

    For the year ended December 31, 1998, the Company identified expenditures of
    $26,300,000 to address this issue. This brings the expenditures for 1996
    through 1998 to $34,200,000 million. The Company's financial plans for 1999
    and 2000 include expected expenditures of an additional $38,300,000 bringing
    estimated overall Year 2000 expenditures to $72,500,000. Because updating
    systems and procedures is an integral part of the Company's on-going
    operations, approximately 50% of expenditures shown above are expected to
    continue after all Year 2000 issues have been resolved. Actual Year 2000
    expenditures through December 31, 1998 and future Year 2000 expenditures are
    expected to be funded from operating cash flows. The anticipated cost of
    addressing Year 2000 issues is based on management's current best estimates
    which were derived utilizing numerous assumptions of future events,
    including the continued availability of certain resources, third party
    modification plans and other factors. Such costs will be closely monitored
    by management. Nevertheless, there can be no guarantee that actual costs
    will not be higher than these estimated costs. 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. The total
    expenditures identified represent only the Company's portion of LNC's larger
    expenditures to address the Year 2000 issue.

    The current scope of the overall Year 2000 program includes the following
    four major project areas: 1) addressing the readiness of business
    applications, operating systems and hardware on mainframe, personal computer
    and Local Area Network platforms (IT); 2) addressing the readiness of non-
    IT embedded software and equipment (non-IT); 3) addressing the readiness of
    key business partners and 4) establishing Year 2000 contingency plans.

    The projects to address IT and non-IT readiness have four major phases.
    Phase one involves raising awareness and creating an inventory of all IT and
    non-IT assets. The second phase consists of assessing all items inventoried
    to initially determine whether they are affected by the Year 2000 issue and
    preparing general plans and strategies. The third phase entails the detailed
    planning and remediation of affected systems and equipment. The last phase
    consists of testing to verify Year 2000 readiness.

    The Company has completed those four phases for over two-thirds of its high
    priority IT systems, including those provided by software vendors. While the
    Company's year 2000 program for nearly all high priority IT systems is
    expected to be completed in the first quarter 1999, phase four, for a small
    but important subset of these systems, will continue through the end of the
    second quarter 1999. As of December 31, 1998, the status of projects
    addressing readiness of IT assets is: 100% of IT assets have been
    inventoried (Phase 1) and assessed (Phase 2); 94% of IT projects have been
    through the remediation phase (Phase 3) with the last project scheduled for
    completion by the end of March 1999; and 69% of IT projects have completed
    the testing phase (Phase 4) with the last project scheduled to finish
    testing by the end of June 1999. A portion of the effort that extends into
    1999 is dependent on outside third parties and is behind the original
    schedule. The Company is working with these parties to modify the completion
    schedule.

    As of December 31, 1998, the status of projects that address readiness of
    high priority non-IT assets is: 100% of non-IT assets have been inventoried
    (Phase 1) and assessed (Phase 2); 79% of non-IT projects addressing
    remediation (Phase 3) have been completed and 21% of non-IT projects have
    completed the testing phase (Phase 4). The Company expects to have all
    phases related to high priority non-IT completed by the end of
    October 1999.

                                                                            S-33
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (CONTINUED)

16. CENTURY COMPLIANCE (UNAUDITED) (CONTINUED)
    Concurrent with the IT and non-IT projects, the readiness of key business
    partners is being reviewed and Year 2000 contingency plans are being
    developed. The most significant categories of key business partners are
    financial institutions, software vendors and utility providers (gas,
    electric and telecommunications). Surveys have been mailed to these key
    business partners. Based on responses received, current levels of readiness
    are being assessed, follow-up contacts are underway, alternative strategies
    are being developed and testing is being scheduled where feasible. This
    effort is expected to continue well into 1999. As noted above, software
    vendor assessments are considered part of the IT projects and, therefore,
    would follow the schedule shown above for such projects.

    While the Company is working to meet the schedules outlined above, some
    uncertainty remains. Specific factors that give rise to this uncertainty
    include a possible loss of technical resources to perform the work, failure
    to identify all susceptible systems, non-compliance by third parties whose
    systems and operations impact the Company and other similar uncertainties.

    A worst case scenario might include the Company's inability to achieve
    Year 2000 readiness with respect to one or more of the Company's significant
    policyholder systems resulting in a material disruption to the Company's
    operations. Specifically, the Company could experience an interruption in
    its ability to collect and process premiums or deposits, process claim
    payments, accurately maintain policyholder information, accurately maintain
    accounting records and/or perform adequate customer service. Should the
    worst case scenario occur, it could, depending on its duration, have a
    material impact on the Company's results of operations and financial
    position. Simple failures can be repaired and returned to production within
    a matter of hours with no material impact. Unanticipated failures with a
    longer service disruption period would have a more serious impact. For this
    reason, the Company is placing significant emphasis on risk management and
    Year 2000 contingency planning. The Company is in the process of modifying
    its contingency plans to address potential Year 2000 issues. Where these
    efforts identify high risks due either to unacceptable work around
    procedures or significant readiness risks, appropriate risk management
    techniques are being developed. These techniques, such as resource shifting
    or use of alternate providers, will be employed to provide stronger
    assurances of readiness. The Company has gone through exercises to identify
    worst case scenario failures. At this time, the Company believes its plans
    are sufficient to mitigate identified worst case scenarios.

S-34
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
The Lincoln National Life Insurance Company

We have audited the accompanying statutory-basis balance sheets
of The Lincoln National Life Insurance Company (a wholly owned
subsidiary of Lincoln National Corporation) as of December 31,
1998 and 1997, and the related statutory-basis statements of
operations, changes in capital and surplus and cash flows for
each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

As described in Note 1 to the financial statements, the Company
presents its financial statements in conformity with accounting
practices prescribed or permitted by the Indiana Department of
Insurance, which practices differ from generally accepted
accounting principles. The variances between such practices and
generally accepted accounting principles and the effects on the
accompanying financial statements are also described in Note 1.

In our opinion, because of the effects of the matter described
in the preceding paragraph, the financial statements referred to
above do not present fairly, in conformity with generally
accepted accounting principles, the financial position of The
Lincoln National Life Insurance Company at December 31, 1998 and
1997, or the results of its operations or its cash flows for
each of the three years in the period ended December 31, 1998.

However, in our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of The Lincoln National Life Insurance Company at
December 31, 1998 and 1997, and the results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1998, in conformity with accounting practices
prescribed or permitted by the Indiana Department of Insurance.

                                         /s/ Ernst & Young LLP

February 1, 1999

                                                                            S-35
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF ASSETS AND LIABILITY
JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                AIM           AIM
                                                V.I.          V.I.
                                                CAPITAL       DIVERSIFIED
                                                APPRECIATION  INCOME
                                    COMBINED    SUBACCOUNT    SUBACCOUNT
       <S>                          <C>         <C>           <C>
       ------------------------------------------------------------------
       ASSETS
         Investments at
            Market--Affiliated
            (Cost $6,663,530)       $6,936,165  $        --   $       --
         Investments at
            Market--Unaffiliated
            (Cost $26,660,231)      28,676,804    1,951,657      337,495
       ---------------------------  ----------  ------------  ----------
       TOTAL ASSETS                 35,612,969    1,951,657      337,495
       ---------------------------  ----------  ------------  ----------
       LIABILITY--
       Payable to The Lincoln
          National Life Insurance
          Company                          759           42            7
       ---------------------------  ----------  ------------  ----------
       NET ASSETS                   $35,612,210 $ 1,951,615   $  337,488
       ---------------------------  ==========  ============  ==========
       Percent of net assets            100.00%        5.48%        0.95%
       ---------------------------  ==========  ============  ==========
       NET ASSETS ARE REPRESENTED BY:
       VUL I Policies:
         Units in accumulation
            period                          --      162,647       34,771
         Unit value                 $       --  $     12.00   $     9.71
       ---------------------------  ----------  ------------  ----------
                                            --    1,951,615      337,488
       ---------------------------  ----------  ------------  ----------
       LVUL POLICIES:
         Units in accumulation
            period                                       --           --
         Unit value                 $       --  $        --   $       --
       ---------------------------  ----------  ------------  ----------
                                            --           --           --
       ---------------------------  ----------  ------------  ----------
       NET ASSETS                           --  $ 1,951,615   $  337,488
       ---------------------------  ==========  ============  ==========
</TABLE>

<TABLE>
<CAPTION>
                                                            DELAWARE
                                    DELAWARE    DELAWARE    PREMIUM
                                    PREMIUM     PREMIUM     EMERGING
                                    DELCHESTER  DEVON       MARKETS
                                    SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
       <S>                          <C>         <C>         <C>
       ---------------------------------------------------------------
       ASSETS
         Investments at
            Market--Affiliated
            (Cost $6,663,530)       $1,635      $  958      $  189,519
         Investments at
            Market--Unaffiliated
            (Cost $26,660,231)          --          --              --
       ---------------------------  ----------  ----------  ----------
       TOTAL ASSETS                  1,635         958         189,519
       ---------------------------  ----------  ----------  ----------
       LIABILITY--
       Payable to The Lincoln
          National Life Insurance
          Company                       --          --               4
       ---------------------------  ----------  ----------  ----------
       NET ASSETS                   $1,635      $  958      $  189,515
       ---------------------------  ==========  ==========  ==========
       Percent of net assets          0.01%       0.00%           0.53%
       ---------------------------  ==========  ==========  ==========
       NET ASSETS ARE REPRESENTED BY:
       VUL I Policies:
         Units in accumulation
            period                      --          --          19,349
         Unit value                 $   --      $   --      $     9.74
       ---------------------------  ----------  ----------  ----------
                                        --          --         188,541
       ---------------------------  ----------  ----------  ----------
       LVUL POLICIES:
         Units in accumulation
            period                     167          94              94
         Unit value                 $ 9.79      $10.20      $    10.37
       ---------------------------  ----------  ----------  ----------
                                     1,635         958             974
       ---------------------------  ----------  ----------  ----------
       NET ASSETS                   $1,635      $  958      $  189,515
       ---------------------------  ==========  ==========  ==========
</TABLE>

See accompanying notes.

I-1
<PAGE>

<TABLE>
<CAPTION>
                                         AIM
                             AIM         V.I.           AIM            BARON       BT            BT            BT
                             V.I.        INTERNATIONAL  V.I.           CAPITAL     EAFE          EQUITY        SMALL
                             GROWTH      EQUITY         VALUE          ASSET       EQUITY INDEX  500 INDEX     CAP INDEX
                             SUBACCOUNT  SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
<S>                          <C>         <C>            <C>            <C>         <C>           <C>           <C>
- -------------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at
     Market--Affiliated
     (Cost $6,663,530)       $      --   $     --       $         --   $  --       $    --       $        --   $       --
  Investments at
     Market--Unaffiliated
     (Cost $26,660,231)      2,721,477        968          3,877,477     939           960         7,434,241        2,147
- ---------------------------  ----------  -------------  -------------  ----------  ------------  ------------  ----------
TOTAL ASSETS                 2,721,477        968          3,877,477     939           960         7,434,241        2,147
- ---------------------------  ----------  -------------  -------------  ----------  ------------  ------------  ----------
LIABILITY--
Payable to The Lincoln
   National Life Insurance
   Company                          58         --                 84      --            --               160           --
- ---------------------------  ----------  -------------  -------------  ----------  ------------  ------------  ----------
NET ASSETS                   $2,721,419  $    968       $  3,877,393   $ 939       $   960       $ 7,434,081   $    2,147
- ---------------------------  ==========  =============  =============  ==========  ============  ============  ==========
Percent of net assets             7.64%      0.00%             10.89%   0.00%         0.00%            20.88%        0.01%
- ---------------------------  ==========  =============  =============  ==========  ============  ============  ==========
NET ASSETS ARE REPRESENTED BY:
VUL I Policies:
  Units in accumulation
     period                    205,016         --            291,225      --            --           597,406           --
  Unit value                 $   13.06   $     --       $      13.27   $  --       $    --       $     12.41   $       --
- ---------------------------  ----------  -------------  -------------  ----------  ------------  ------------  ----------
                             2,678,406         --          3,864,593      --            --         7,415,875           --
- ---------------------------  ----------  -------------  -------------  ----------  ------------  ------------  ----------
LVUL POLICIES:
  Units in accumulation
     period                      4,125         94              1,221      94            94             1,770          209
  Unit value                 $   10.43   $  10.30       $      10.48   $9.99       $ 10.22       $     10.29   $    10.29
- ---------------------------  ----------  -------------  -------------  ----------  ------------  ------------  ----------
                                43,013        968             12,801     939           960            18,206        2,147
- ---------------------------  ----------  -------------  -------------  ----------  ------------  ------------  ----------
NET ASSETS                   $2,721,419  $    968       $  3,877,393   $ 939       $   960       $ 7,434,081   $    2,147
- ---------------------------  ==========  =============  =============  ==========  ============  ============  ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                      FIDELITY
                             DELAWARE                            FIDELITY    FIDELITY    FIDELITY       FIDELITY      VIP III
                             PREMIUM     DELAWARE    DELAWARE    VIP         VIP II      VIP II         VIP II        GROWTH
                             SMALL       PREMIUM     PREMIUM     EQUITY-     ASSET       CONTRAFUND     INVESTMENT    OPPORTUNITIES
                             CAP VALUE   REIT        TREND       INCOME      MANAGER     SERVICE CLASS  GRADE BOND    SERVICE CLASS
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT     SUBACCOUNT    SUBACCOUNT
<S>                          <C>         <C>         <C>         <C>         <C>         <C>            <C>           <C>
- -----------------------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at
     Market--Affiliated
     (Cost $6,663,530)       $1,255,513  $ 938       $894,541    $      --   $     --    $      --      $        --   $          --
  Investments at
     Market--Unaffiliated
     (Cost $26,660,231)             --      --             --    3,386,791    542,579       19,379        1,438,148           2,353
- ---------------------------  ----------  ----------  ----------  ----------  ----------  -------------  ------------  -------------
TOTAL ASSETS                 1,255,513     938        894,541    3,386,791    542,579       19,379        1,438,148           2,353
- ---------------------------  ----------  ----------  ----------  ----------  ----------  -------------  ------------  -------------
LIABILITY--
Payable to The Lincoln
   National Life Insurance
   Company                          27      --             19           73         12           --               31              --
- ---------------------------  ----------  ----------  ----------  ----------  ----------  -------------  ------------  -------------
NET ASSETS                   $1,255,486  $ 938       $894,522    $3,386,718  $542,567    $  19,379      $ 1,438,117   $       2,353
- ---------------------------  ==========  ==========  ==========  ==========  ==========  =============  ============  =============
Percent of net assets             3.53%   0.00%          2.51%        9.51%      1.52%        0.06%            4.04%           0.01%
- ---------------------------  ==========  ==========  ==========  ==========  ==========  =============  ============  =============
NET ASSETS ARE REPRESENTED BY:
VUL I Policies:
  Units in accumulation
     period                    124,577      --         67,274      294,773     48,736           --          140,230              --
  Unit value                 $   10.06   $  --       $  13.28    $   11.49   $  11.13    $      --      $     10.26   $          --
- ---------------------------  ----------  ----------  ----------  ----------  ----------  -------------  ------------  -------------
                             1,253,072      --        893,454    3,386,718    542,567           --        1,438,117              --
- ---------------------------  ----------  ----------  ----------  ----------  ----------  -------------  ------------  -------------
LVUL POLICIES:
  Units in accumulation
     period                        233      94             96           --         --        1,880               --             228
  Unit value                 $   10.35   $9.98       $  11.10    $      --   $     --    $   10.31      $        --   $       10.31
- ---------------------------  ----------  ----------  ----------  ----------  ----------  -------------  ------------  -------------
                                 2,414     938          1,068           --         --       19,379               --           2,353
- ---------------------------  ----------  ----------  ----------  ----------  ----------  -------------  ------------  -------------
NET ASSETS                   $1,255,486  $ 938       $894,522    $3,386,718  $542,567    $  19,379      $ 1,438,117   $       2,353
- ---------------------------  ==========  ==========  ==========  ==========  ==========  =============  ============  =============
</TABLE>

                                                                             I-2
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF ASSETS AND LIABILITY
JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                JANUS
                                    JANUS       ASPEN
                                    ASPEN       SERIES
                                    SERIES      WORLDWIDE   LN
                                    BALANCED    GROWTH      BOND
                                    SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
       <S>                          <C>         <C>         <C>
       ---------------------------------------------------------------
       ASSETS
         Investments at
            Market--Affiliated
            (Cost $6,663,530)       $   --      $    --     $    2,590
         Investments at
            Market--Unaffiliated
            (Cost $26,660,231)       4,400       17,936             --
       ---------------------------  ----------  ----------  ----------
       TOTAL ASSETS                  4,400       17,936          2,590
       ---------------------------  ----------  ----------  ----------
       LIABILITY--
       Payable to The Lincoln
          National Life Insurance
          Company                       --           --             --
       ---------------------------  ----------  ----------  ----------
       NET ASSETS                   $4,400      $17,936     $    2,590
       ---------------------------  ==========  ==========  ==========
       Percent of net assets          0.01%        0.05%          0.01%
       ---------------------------  ==========  ==========  ==========
       NET ASSETS ARE REPRESENTED BY:
       VUL I Policies:
         Units in accumulation
            period                      --           --             --
         Unit value                 $   --      $    --     $       --
       ---------------------------  ----------  ----------  ----------
                                        --           --             --
       ---------------------------  ----------  ----------  ----------
       LVUL POLICIES:
         Units in accumulation
            period                     436        1,727            260
         Unit value                 $10.10      $ 10.38     $     9.96
       ---------------------------  ----------  ----------  ----------
                                     4,400       17,936          2,590
       ---------------------------  ----------  ----------  ----------
       NET ASSETS                   $4,400      $17,936     $    2,590
       ---------------------------  ==========  ==========  ==========
</TABLE>

<TABLE>
<CAPTION>

                                                AMT
                                    MFS         MID-CAP     AMT
                                    UTILITIES   GROWTH      PARTNERS
                                    SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
       <S>                          <C>         <C>         <C>
       ---------------------------------------------------------------
       ASSETS
         Investments at
            Market--Affiliated
            (Cost $6,663,530)       $     --    $   --      $       --
         Investments at
            Market--Unaffiliated
            (Cost $26,660,231)       810,706     1,414             946
       ---------------------------  ----------  ----------  ----------
       TOTAL ASSETS                  810,706     1,414             946
       ---------------------------  ----------  ----------  ----------
       LIABILITY--
       Payable to The Lincoln
          National Life Insurance
          Company                         18        --              --
       ---------------------------  ----------  ----------  ----------
       NET ASSETS                   $810,688    $1,414      $      946
       ---------------------------  ==========  ==========  ==========
       Percent of net assets            2.28%     0.00%           0.00%
       ---------------------------  ==========  ==========  ==========
       NET ASSETS ARE REPRESENTED BY:
       VUL I Policies:
         Units in accumulation
            period                    68,747        --              --
         Unit value                 $  11.77    $   --      $       --
       ---------------------------  ----------  ----------  ----------
                                     809,304        --              --
       ---------------------------  ----------  ----------  ----------
       LVUL POLICIES:
         Units in accumulation
            period                       135       137              94
         Unit value                 $  10.23    $10.33      $    10.07
       ---------------------------  ----------  ----------  ----------
                                       1,384     1,414             946
       ---------------------------  ----------  ----------  ----------
       NET ASSETS                   $810,688    $1,414      $      946
       ---------------------------  ==========  ==========  ==========
</TABLE>

See accompanying notes.

I-3
<PAGE>

<TABLE>
<CAPTION>
                                                       LN
                             LN            LN          GLOBAL      LN           LN          MFS          MFS
                             CAPITAL       EQUITY-     ASSET       MONEY        SOCIAL      EMERGING     TOTAL
                             APPRECIATION  INCOME      ALLOCATION  MARKET       AWARENESS   GROWTH       RETURN
                             SUBACCOUNT    SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT
<S>                          <C>           <C>         <C>         <C>          <C>         <C>          <C>
- --------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at
     Market--Affiliated
     (Cost $6,663,530)       $ 1,263       $  951      $  948      $4,565,393   $21,916     $       --   $        --
  Investments at
     Market--Unaffiliated
     (Cost $26,660,231)           --           --          --              --        --      1,342,442     1,483,022
- ---------------------------  ------------  ----------  ----------  -----------  ----------  -----------  -----------
TOTAL ASSETS                   1,263          951         948       4,565,393    21,916      1,342,442     1,483,022
- ---------------------------  ------------  ----------  ----------  -----------  ----------  -----------  -----------
LIABILITY--
Payable to The Lincoln
   National Life Insurance
   Company                        --           --          --              92        --             29            32
- ---------------------------  ------------  ----------  ----------  -----------  ----------  -----------  -----------
NET ASSETS                   $ 1,263       $  951      $  948      $4,565,301   $21,916     $1,342,413   $ 1,482,990
- ---------------------------  ============  ==========  ==========  ===========  ==========  ===========  ===========
Percent of net assets           0.00%        0.00%       0.00%          12.82%     0.06%          3.77%         4.17%
- ---------------------------  ============  ==========  ==========  ===========  ==========  ===========  ===========
NET ASSETS ARE REPRESENTED BY:
VUL I Policies:
  Units in accumulation
     period                       --           --          --         399,285        --        104,049       136,224
  Unit value                 $    --       $   --      $   --      $    10.41   $    --     $    12.85   $     10.88
- ---------------------------  ------------  ----------  ----------  -----------  ----------  -----------  -----------
                                  --           --          --       4,156,256        --      1,337,185     1,481,549
- ---------------------------  ------------  ----------  ----------  -----------  ----------  -----------  -----------
LVUL POLICIES:
  Units in accumulation
     period                      122           94          94          40,731     2,116            495           143
  Unit value                 $ 10.35       $10.12      $10.09      $    10.04   $ 10.36     $    10.57   $     10.07
- ---------------------------  ------------  ----------  ----------  -----------  ----------  -----------  -----------
                               1,263          951         948         409,045    21,916          5,228         1,440
- ---------------------------  ------------  ----------  ----------  -----------  ----------  -----------  -----------
NET ASSETS                   $ 1,263       $  951      $  948      $4,565,301   $21,916     $1,342,413   $ 1,482,990
- ---------------------------  ============  ==========  ==========  ===========  ==========  ===========  ===========
</TABLE>

<TABLE>
<CAPTION>
                                                         TEMPLETON                  TEMPLETON                  TEMPLETON
                             OCC                         VARIABLE    TEMPLETON      VARIABLE       TEMPLETON   VARIABLE
                             ACCUMULATION  OCC           PRODUCTS    VARIABLE       PRODUCTS       VARIABLE    PRODUCTS
                             GLOBAL        ACCUMULATION  ASSET       PRODUCTS       INTERNATIONAL  PRODUCTS    STOCK
                             EQUITY        MANAGED       ALLOCATION  INTERNATIONAL  CLASS 2        STOCK       CLASS 2
                             SUBACCOUNT    SUBACCOUNT    SUBACCOUNT  SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT
<S>                          <C>           <C>           <C>         <C>            <C>            <C>         <C>
- -------------------------------------------------------------------------------------------------------------------------
ASSETS
  Investments at
     Market--Affiliated
     (Cost $6,663,530)       $     --      $     --      $     --    $        --    $      --      $     --    $       --
  Investments at
     Market--Unaffiliated
     (Cost $26,660,231)       299,063       449,600       139,822      2,086,965       16,394       306,533           950
- ---------------------------  ------------  ------------  ----------  -------------  -------------  ----------  ----------
TOTAL ASSETS                  299,063       449,600       139,822      2,086,965       16,394       306,533           950
- ---------------------------  ------------  ------------  ----------  -------------  -------------  ----------  ----------
LIABILITY--
Payable to The Lincoln
   National Life Insurance
   Company                          6            10             3             46           --             6            --
- ---------------------------  ------------  ------------  ----------  -------------  -------------  ----------  ----------
NET ASSETS                   $299,057      $449,590      $139,819    $ 2,086,919    $  16,394      $306,527    $      950
- ---------------------------  ============  ============  ==========  =============  =============  ==========  ==========
Percent of net assets            0.84%         1.26%         0.39%          5.86%        0.05%         0.86%         0.00%
- ---------------------------  ============  ============  ==========  =============  =============  ==========  ==========
NET ASSETS ARE REPRESENTED BY:
VUL I Policies:
  Units in accumulation
     period                    26,948        43,067        12,816        197,560           --        29,510            --
  Unit value                 $  11.10      $  10.44      $  10.91    $     10.56    $      --      $  10.39    $       --
- ---------------------------  ------------  ------------  ----------  -------------  -------------  ----------  ----------
                              299,057       449,590       139,819      2,086,919           --       306,527            --
- ---------------------------  ------------  ------------  ----------  -------------  -------------  ----------  ----------
LVUL POLICIES:
  Units in accumulation
     period                        --            --            --             --        1,623            --            94
  Unit value                 $     --      $     --      $     --    $        --    $   10.10      $     --    $    10.12
- ---------------------------  ------------  ------------  ----------  -------------  -------------  ----------  ----------
                                   --            --            --             --       16,394            --           950
- ---------------------------  ------------  ------------  ----------  -------------  -------------  ----------  ----------
NET ASSETS                   $299,057      $449,590      $139,819    $ 2,086,919    $  16,394      $306,527    $      950
- ---------------------------  ============  ============  ==========  =============  =============  ==========  ==========
</TABLE>

                                                                             I-4
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE SIX-MONTH
PERIOD ENDED JUNE 30, 1999*

<TABLE>
<CAPTION>
                                                                               AIM
                                        AIM V.I.      AIM V.I.     AIM         V.I.           AIM
                                        CAPITAL       DIVERSIFIED  V.I.        INTERNATIONAL  V.I.
                                        APPRECIATION  INCOME       GROWTH      EQUITY         VALUE
                             COMBINED   SUBACCOUNT    SUBACCOUNT   SUBACCOUNT  SUBACCOUNT     SUBACCOUNT
<S>                          <C>        <C>           <C>          <C>         <C>            <C>
- --------------------------------------------------------------------------------------------------------
PERIOD FROM JUNE 18, 1998
  TO DECEMBER 31, 1998
Net Investment Income:
  Dividends from investment
     income                  $  38,020  $        508  $    7,032   $    2,314  $          --  $    3,875
  Dividends from net
     realized gains on
     investments               119,630         9,006       2,243       43,375             --      34,275
Mortality and expense
   guarantees
  VUL I                        (12,114)         (528)       (244)        (893)            --        (797)
  LVUL                              --            --          --           --             --          --
- ---------------------------  ---------  ------------  ----------   ----------  -------------  ----------

NET INVESTMENT INCOME          145,536         8,986       9,031       44,796             --      37,353
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments             13,135           572        (231)       1,004             --       2,502
  Net change in unrealized
     appreciation or
     depreciation on
     investments               502,853        44,531      (7,193)      70,745             --      69,059
- ---------------------------  ---------  ------------  ----------   ----------  -------------  ----------

NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                 515,988        45,103      (7,424)      71,749             --      71,561
- ---------------------------  ---------  ------------  ----------   ----------  -------------  ----------

NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $ 661,524  $     54,089  $    1,607   $  116,545  $          --  $  108,914

- ---------------------------  =========  ============  ==========   ==========  =============  ==========
SIX-MONTH PERIOD ENDED JUNE 30, 1999
  (UNAUDITED)
Net Investment Income:
  Dividends from investment
     income                  $ 482,512  $         --  $       --   $       --  $          --  $       --
  Dividends from net
     realized gains on
     investments                    --            --          --           --             --          --
MORTALITY AND EXPENSE GUARANTEES
  VUL I                        (92,965)       (4,508)       (998)      (6,786)            --      (9,807)
  LVUL                             (84)           --          --           (6)            (1)         (4)
- ---------------------------  ---------  ------------  ----------   ----------  -------------  ----------
NET INVESTMENT INCOME          389,463        (4,508)       (998)      (6,792)            (1)     (9,811)
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments             77,579         8,321        (305)      15,708             --       9,837
  Net change in unrealized
     appreciation or
     depreciation on
     investments             1,786,355       148,223      (6,162)     219,406             29     326,727
- ---------------------------  ---------  ------------  ----------   ----------  -------------  ----------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS               1,863,934       156,544      (6,467)     235,114             29     336,564
- ---------------------------  ---------  ------------  ----------   ----------  -------------  ----------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $2,253,397 $    152,036  $   (7,465)  $  228,322  $          28  $  326,753
- ---------------------------  =========  ============  ==========   ==========  =============  ==========
</TABLE>

* Information with respect to the six-month period ended June 30, 1999 is
  unaudited.

See accompanying notes.

I-5
<PAGE>
<TABLE>
<CAPTION>
                                                                                                         DELAWARE    DELAWARE
                             BARON         BT            BT          BT          DELAWARE    DELAWARE    PREMIUM     PREMIUM
                             CAPITAL       EAFE          EQUITY      SMALL       PREMIUM     PREMIUM     EMERGING    SMALL
                             ASSET         EQUITY INDEX  500 INDEX   CAP INDEX   DELCHESTER  DEVON       MARKETS     CAP VALUE
                             SUBACCOUNT    SUBACCOUNT    SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>           <C>           <C>         <C>         <C>         <C>         <C>         <C>
- -------------------------------------------------------------------------------------------------------------------------------
PERIOD FROM JUNE 18, 1998
  TO DECEMBER 31, 1998
Net Investment Income:
  Dividends from investment
     income                  $         --  $         --  $    4,231  $       --  $       --  $       --  $       --  $       --
  Dividends from net
     realized gains on
     investments                       --            --      27,082          --          --          --          --          --
Mortality and expense
   guarantees
  VUL I                                --            --      (2,531)         --          --          --         (17)       (247)
  LVUL                                 --            --          --          --          --          --          --          --
- ---------------------------  ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------

NET INVESTMENT INCOME                  --            --      28,782          --          --          --         (17)       (247)
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                    --            --       3,674          --          --          --         (75)        946
  Net change in unrealized
     appreciation or
     depreciation on
     investments                       --            --     111,040          --          --          --        (512)     19,663
- ---------------------------  ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------

NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                         --            --     114,714          --          --          --        (587)     20,609
- ---------------------------  ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------

NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $         --  $         --  $  143,496  $       --  $       --  $       --  $     (604) $   20,362

- ---------------------------  ============  ============  ==========  ==========  ==========  ==========  ==========  ==========
SIX-MONTH PERIOD ENDED JUNE 30, 1999
  (UNAUDITED)
Net Investment Income:
  Dividends from investment
     income                  $         12  $         --  $       --  $       --  $       14  $       --  $      747  $   10,427
  Dividends from net
     realized gains on
     investments                       --            --          --          --          --          --          --          --
MORTALITY AND EXPENSE GUARANTEES
  VUL I                                --            --     (20,305)         --          --          --        (173)     (3,049)
  LVUL                                 (1)           (1)         (2)         (1)         (1)         (1)         (1)         (1)
- ---------------------------  ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
NET INVESTMENT INCOME                  11            (1)    (20,307)         (1)         13          (1)        573       7,377
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                    --            --      57,791          --          (1)         --         203     (11,771)
  Net change in unrealized
     appreciation or
     depreciation on
     investments                      (12)           21     506,405          59         (34)         20      11,498      77,681
- ---------------------------  ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                        (12)           21     564,196          59         (35)         20      11,701      65,910
- ---------------------------  ------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $         (1) $         20  $  543,889  $       58  $      (22) $       19  $   12,274  $   73,287
- ---------------------------  ============  ============  ==========  ==========  ==========  ==========  ==========  ==========

<CAPTION>
                                                       FIDELITY    FIDELITY
                             DELAWARE      DELAWARE    VIP         VIP II
                             PREMIUM       PREMIUM     EQUITY-     ASSET
                             REIT          TREND       INCOME      MANAGER
                             SUBACCOUNT    SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>           <C>         <C>         <C>
- ---------------------------
PERIOD FROM JUNE 18, 1998
  TO DECEMBER 31, 1998
Net Investment Income:
  Dividends from investment
     income                  $         --  $       --  $       --  $       --
  Dividends from net
     realized gains on
     investments                       --          --          --          --
Mortality and expense
   guarantees
  VUL I                                --        (225)       (881)        (73)
  LVUL                                 --          --          --          --
- ---------------------------  ------------  ----------  ----------  ----------
NET INVESTMENT INCOME                  --        (225)       (881)        (73)
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                    --         593       1,374         362
  Net change in unrealized
     appreciation or
     depreciation on
     investments                       --      30,739      48,819       4,003
- ---------------------------  ------------  ----------  ----------  ----------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                         --      31,332      50,193       4,365
- ---------------------------  ------------  ----------  ----------  ----------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $         --  $   31,107  $   49,312  $    4,292
- ---------------------------  ============  ==========  ==========  ==========
SIX-MONTH PERIOD ENDED JUNE
  (UNAUDITED)
Net Investment Income:
  Dividends from investment
     income                  $         --  $       46  $   58,626  $    9,528
  Dividends from net
     realized gains on
     investments                       --          --          --          --
MORTALITY AND EXPENSE GUARA
  VUL I                                --      (2,198)     (7,741)     (1,111)
  LVUL                                 (1)         (1)         --          --
- ---------------------------  ------------  ----------  ----------  ----------
NET INVESTMENT INCOME                  (1)     (2,153)     50,885       8,417
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                    --       1,953       6,678         208
  Net change in unrealized
     appreciation or
     depreciation on
     investments                       (1)    133,052     206,718       9,020
- ---------------------------  ------------  ----------  ----------  ----------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                         (1)    135,005     213,396       9,228
- ---------------------------  ------------  ----------  ----------  ----------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $         (2) $  132,852  $  264,281  $   17,645
- ---------------------------  ============  ==========  ==========  ==========
</TABLE>

                                                                             I-6
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE SIX-MONTH
PERIOD ENDED JUNE 30, 1999*

<TABLE>
<CAPTION>
                                                        FIDELITY                   JANUS
                             FIDELITY       FIDELITY    VIP III        JANUS       ASPEN
                             VIP II         VIP II      GROWTH         ASPEN       SERIES
                             CONTRAFUND     INVESTMENT  OPPORTUNITIES  SERIES      WORLDWIDE   LN
                             SERVICE CLASS  GRADE BOND  SERVICE CLASS  BALANCED    GROWTH      BOND
                             SUBACCOUNT     SUBACCOUNT  SUBACCOUNT     SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>            <C>         <C>            <C>         <C>         <C>
- ---------------------------------------------------------------------------------------------------------
PERIOD FROM JUNE 18, 1998
  TO DECEMBER 31, 1998
Net Investment Income:
  Dividends from investment
     income                  $          --  $       --  $          --  $       --  $       --  $       --
  Dividends from net
     realized gains on
     investments                        --          --             --          --          --          --
Mortality and expense
   guarantees
  VUL I                                 --        (461)            --          --          --          --
  LVUL                                  --          --             --          --          --          --
- ---------------------------  -------------  ----------  -------------  ----------  ----------  ----------

NET INVESTMENT INCOME                   --        (461)            --          --          --          --
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                     --          72             --          --          --          --
  Net change in unrealized
     appreciation or
     depreciation on
     investments                        --       5,094             --          --          --          --
- ---------------------------  -------------  ----------  -------------  ----------  ----------  ----------

NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                          --       5,166             --          --          --          --
- ---------------------------  -------------  ----------  -------------  ----------  ----------  ----------

NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $          --  $    4,705  $          --  $       --  $       --  $       --

- ---------------------------  =============  ==========  =============  ==========  ==========  ==========
SIX-MONTH PERIOD ENDED JUNE 30, 1999
  (UNAUDITED)
Net Investment Income:
  Dividends from investment
     income                  $          --  $   27,955  $          --  $       45  $        3  $       --
  Dividends from net
     realized gains on
     investments                        --          --             --          --          --          --
MORTALITY AND EXPENSE GUARANTEES
  VUL I                                 --      (3,642)            --          --          --          --
  LVUL                                  (2)         --             (1)         (2)         (2)         (2)
- ---------------------------  -------------  ----------  -------------  ----------  ----------  ----------
NET INVESTMENT INCOME                   (2)     24,313             (1)         43           1          (2)
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                     --      (1,912)            --          --          --          --
  Net change in unrealized
     appreciation or
     depreciation on
     investments                       203     (44,481)            67         126         149           3
- ---------------------------  -------------  ----------  -------------  ----------  ----------  ----------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                         203     (46,393)            67         126         149           3
- ---------------------------  -------------  ----------  -------------  ----------  ----------  ----------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $         201  $  (22,080) $          66  $      169  $      150  $        1
- ---------------------------  =============  ==========  =============  ==========  ==========  ==========
</TABLE>

* Information with respect to the six-month period ended June 30, 1999 is
  unaudited.

See accompanying notes.

I-7
<PAGE>
<TABLE>
<CAPTION>
                                                       LN
                             LN            LN          GLOBAL      LN          LN          MFS         MFS
                             CAPITAL       EQUITY      ASSET       MONEY       SOCIAL      EMERGING    TOTAL       MFS
                             APPRECIATION  INCOME      ALLOCATION  MARKET      AWARENESS   GROWTH      RETURN      UTILITIES
                             SUBACCOUNT    SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
- -----------------------------------------------------------------------------------------------------------------------------
PERIOD FROM JUNE 18, 1998
  TO DECEMBER 31, 1998
Net Investment Income:
  Dividends from investment
     income                  $         --  $       --  $       --  $   19,001  $       --  $       --  $       --  $       --
  Dividends from net
     realized gains on
     investments                       --          --          --          --          --          --          --          --
Mortality and expense
   guarantees
  VUL I                                --          --          --      (3,216)         --        (252)       (451)       (319)
  LVUL                                 --          --          --          --          --          --          --          --
- ---------------------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------

NET INVESTMENT INCOME                  --          --          --      15,785          --        (252)       (451)       (319)
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                    --          --          --          --          --         592         599         600
  Net change in unrealized
     appreciation or
     depreciation on
     investments                       --          --          --          --          --      41,059      18,520      15,337
- ---------------------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------

NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                         --          --          --          --          --      41,651      19,119      15,937
- ---------------------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------

NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $         --  $       --  $       --  $   15,785  $       --  $   41,399  $   18,668  $   15,618

- ---------------------------  ============  ==========  ==========  ==========  ==========  ==========  ==========  ==========
SIX-MONTH PERIOD ENDED JUNE 30, 1999
  (UNAUDITED)
Net Investment Income:
  Dividends from investment
     income                  $         --  $       --  $       --  $   78,330  $       --  $       --  $   66,248  $   42,942
  Dividends from net
     realized gains on
     investments                       --          --          --          --          --          --          --          --
MORTALITY AND EXPENSE GUARANTEES
  VUL I                                --          --          --     (14,034)         --      (3,214)     (4,433)     (2,191)
  LVUL                                 (1)         (1)         (1)        (34)         (5)         (2)         (1)         (1)
- ---------------------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
NET INVESTMENT INCOME                  (1)         (1)         (1)     64,262          (5)     (3,216)     61,814      40,750
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                    --          --          --          --          --       6,385       1,329       1,597
  Net change in unrealized
     appreciation or
     depreciation on
     investments                       56          12           9          --         449     104,048       1,232      14,760
- ---------------------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                         56          12           9          --         449     110,433       2,561      16,357
- ---------------------------  ------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $         55  $       11  $        8  $   64,262  $      444  $  107,217  $   64,375  $   57,107
- ---------------------------  ============  ==========  ==========  ==========  ==========  ==========  ==========  ==========

<CAPTION>
                                                     OCC
                             AMT                     ACCUMULATION  OCC
                             MID-CAP     AMT         GLOBAL        ACCUMULATION
                             GROWTH      PARTNERS    EQUITY        MANAGED
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
<S>                          <C>         <C>         <C>           <C>
- ---------------------------
PERIOD FROM JUNE 18, 1998
  TO DECEMBER 31, 1998
Net Investment Income:
  Dividends from investment
     income                  $       --  $       --  $      1,059  $         --
  Dividends from net
     realized gains on
     investments                     --          --         3,647             2
Mortality and expense
   guarantees
  VUL I                              --          --          (104)         (140)
  LVUL                               --          --            --            --
- ---------------------------  ----------  ----------  ------------  ------------
NET INVESTMENT INCOME                --          --         4,602          (138)
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                  --          --           660            85
  Net change in unrealized
     appreciation or
     depreciation on
     investments                     --          --         1,012         4,808
- ---------------------------  ----------  ----------  ------------  ------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                       --          --         1,672         4,893
- ---------------------------  ----------  ----------  ------------  ------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $       --  $       --  $      6,274  $      4,755
- ---------------------------  ==========  ==========  ============  ============
SIX-MONTH PERIOD ENDED JUNE
  (UNAUDITED)
Net Investment Income:
  Dividends from investment
     income                  $       --  $       --  $        367  $     12,908
  Dividends from net
     realized gains on
     investments                     --          --            --            --
MORTALITY AND EXPENSE GUARA
  VUL I                              --          --          (758)       (1,235)
  LVUL                               (1)         (1)           --            --
- ---------------------------  ----------  ----------  ------------  ------------
NET INVESTMENT INCOME                (1)         (1)         (391)       11,673
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                  --          --           395           306
  Net change in unrealized
     appreciation or
     depreciation on
     investments                     69           8        24,058        10,873
- ---------------------------  ----------  ----------  ------------  ------------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                       69           8        24,453        11,179
- ---------------------------  ----------  ----------  ------------  ------------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $       68  $        7  $     24,062  $     22,852
- ---------------------------  ==========  ==========  ============  ============
</TABLE>

                                                                             I-8
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF OPERATIONS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE SIX-MONTH
PERIOD ENDED JUNE 30, 1999*

<TABLE>
<CAPTION>
                             TEMPLETON                  TEMPLETON                  TEMPLETON
                             VARIABLE    TEMPLETON      VARIABLE       TEMPLETON   VARIABLE
                             PRODUCTS    VARIABLE       PRODUCTS       VARIABLE    PRODUCTS
                             ASSET       PRODUCTS       INTERNATIONAL  PRODUCTS    STOCK
                             ALLOCATION  INTERNATIONAL  CLASS 2        STOCK       CLASS 2
                             SUBACCOUNT  SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>            <C>            <C>         <C>
- ---------------------------------------------------------------------------------------------
PERIOD FROM JUNE 18, 1998
  TO DECEMBER 31, 1998
Net Investment Income:
  Dividends from investment
     income                  $       --  $          --  $          --  $       --  $       --
  Dividends from net
     realized gains on
     investments                     --             --             --          --          --
Mortality and expense
   guarantees
  VUL I                             (45)          (582)            --        (108)         --
  LVUL                               --             --             --          --          --
- ---------------------------  ----------  -------------  -------------  ----------  ----------

NET INVESTMENT INCOME               (45)          (582)            --        (108)         --
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                 234           (357)            --         (71)         --
  Net change in unrealized
     appreciation or
     depreciation on
     investments                  2,272         21,136             --       2,721          --
- ---------------------------  ----------  -------------  -------------  ----------  ----------

NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                    2,506         20,779             --       2,650          --
- ---------------------------  ----------  -------------  -------------  ----------  ----------

NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $    2,461  $      20,197  $          --  $    2,542  $       --

- ---------------------------  ==========  =============  =============  ==========  ==========
SIX-MONTH PERIOD ENDED JUNE 30, 1999
  (UNAUDITED)
Net Investment Income:
  Dividends from investment
     income                  $   12,192  $     144,834  $          --  $   17,288  $       --
  Dividends from net
     realized gains on
     investments                     --             --             --          --          --
MORTALITY AND EXPENSE GUARANTEES
  VUL I                            (370)        (5,641)            --        (771)         --
  LVUL                               --             --             (4)         --          (1)
- ---------------------------  ----------  -------------  -------------  ----------  ----------
NET INVESTMENT INCOME            11,822        139,193             (4)     16,517          (1)
Net Realized and Unrealized
   Gain (Loss) on
   Investments:
  Net realized gain (loss)
     on investments                (135)       (17,857)            --      (1,151)         --
  Net change in unrealized
     appreciation or
     depreciation on
     investments                 (3,463)        35,242             14      10,259          12
- ---------------------------  ----------  -------------  -------------  ----------  ----------
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENTS                   (3,598)        17,385             14       9,108          12
- ---------------------------  ----------  -------------  -------------  ----------  ----------
NET INCREASE (DECREASE) IN
   NET ASSETS RESULTING
   FROM OPERATIONS           $    8,224  $     156,578  $          10  $   25,625  $       11
- ---------------------------  ==========  =============  =============  ==========  ==========
</TABLE>

* Information with respect to the six-month period ended June 30, 1999 is
  unaudited.

See accompanying notes.

I-9
<PAGE>
THIS PAGE WAS INTENTIONALLY LEFT BLANK.

                                                                            I-10
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE SIX-MONTH
PERIOD ENDED JUNE 30, 1999*

<TABLE>
<CAPTION>
                                                      AIM           AIM
                                                      V.I.          V.I.         AIM
                                                      CAPITAL       DIVERSIFIED  V.I.
                                                      APPRECIATION  INCOME       GROWTH
                                         COMBINED     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT
<S>                                      <C>          <C>           <C>          <C>
- -------------------------------------------------------------------------------------------
Changes From Operations:
  Net investment income                  $   145,536  $     8,986   $    9,031   $   44,796
  Net realized gain (loss) on
     investments                              13,135          572         (231)       1,004
  Net change in unrealized appreciation
     or depreciation on investments          502,853       44,531       (7,193)      70,745
- ---------------------------------------  -----------  ------------  ----------   ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                           661,524       54,089        1,607      116,545
- ---------------------------------------  -----------  ------------  ----------   ----------
Change From Unit Transactions:
  Participant purchases                   20,516,015      440,198      220,792      871,193
  Participant withdrawals                 (6,789,814)     (27,149)     (42,127)     (56,295)
- ---------------------------------------  -----------  ------------  ----------   ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                 13,726,201      413,049      178,665      814,898
- ---------------------------------------  -----------  ------------  ----------   ----------
TOTAL INCREASE IN NET ASSETS              14,387,725      467,138      180,272      931,443
- ---------------------------------------  -----------  ------------  ----------   ----------
NET ASSETS AT DECEMBER 31, 1998           14,387,725      467,138      180,272      931,443
- ---------------------------------------  ===========  ============  ==========   ==========
Changes From Operations:
  Net investment income (loss)               389,463       (4,508)        (998)      (6,792)
  Net realized gain (loss) on
     investments                              77,579        8,321         (305)      15,708
  Net change in unrealized appreciation
     or depreciation on investments        1,786,355      148,223       (6,162)     219,406
- ---------------------------------------  -----------  ------------  ----------   ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                         2,253,397      152,036       (7,465)     228,322
- ---------------------------------------  -----------  ------------  ----------   ----------
Change From Unit Transactions:
  Participant purchases                   29,833,222    1,427,160      192,943    1,725,788
  Participant withdrawals                (10,862,134)     (94,719)     (28,262)    (164,134)
- ---------------------------------------  -----------  ------------  ----------   ----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS       18,971,088    1,332,441      164,681    1,561,654
- ---------------------------------------  -----------  ------------  ----------   ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS   21,224,485    1,484,477      157,216    1,789,976
- ---------------------------------------  -----------  ------------  ----------   ----------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $35,612,210  $ 1,951,615   $  337,488   $2,721,419
- ---------------------------------------  ===========  ============  ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                     DELAWARE    DELAWARE
                                         DELAWARE    PREMIUM     PREMIUM     DELAWARE
                                         PREMIUM     EMERGING    SMALL       PREMIUM
                                         DEVON       MARKETS     CAP VALUE   REIT
                                         SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                                      <C>         <C>         <C>         <C>
- ---------------------------------------------------------------------------------------
Changes From Operations:
  Net investment income                  $    --     $     (17)  $     (247) $       --
  Net realized gain (loss) on
     investments                              --           (75)         946          --
  Net change in unrealized appreciation
     or depreciation on investments           --          (512)      19,663          --
- ---------------------------------------  ----------  ----------  ----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                            --          (604)      20,362          --
- ---------------------------------------  ----------  ----------  ----------  ----------
Change From Unit Transactions:
  Participant purchases                       --        15,958      278,003          --
  Participant withdrawals                     --        (1,610)     (18,198)         --
- ---------------------------------------  ----------  ----------  ----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                     --        14,348      259,805          --
- ---------------------------------------  ----------  ----------  ----------  ----------
TOTAL INCREASE IN NET ASSETS                  --        13,744      280,167          --
- ---------------------------------------  ----------  ----------  ----------  ----------
NET ASSETS AT DECEMBER 31, 1998               --        13,744      280,167          --
- ---------------------------------------  ==========  ==========  ==========  ==========
Changes From Operations:
  Net investment income (loss)                (1)          573        7,377          (1)
  Net realized gain (loss) on
     investments                              --           203      (11,771)         --
  Net change in unrealized appreciation
     or depreciation on investments           20        11,498       77,681          (1)
- ---------------------------------------  ----------  ----------  ----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                            19        12,274       73,287          (2)
- ---------------------------------------  ----------  ----------  ----------  ----------
Change From Unit Transactions:
  Participant purchases                    1,000       177,119      975,868       1,000
  Participant withdrawals                    (61)      (13,622)     (73,836)        (60)
- ---------------------------------------  ----------  ----------  ----------  ----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS          939       163,497      902,032         940
- ---------------------------------------  ----------  ----------  ----------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS      958       175,771      975,319         938
- ---------------------------------------  ----------  ----------  ----------  ----------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $   958     $ 189,515   $1,255,486  $      938
- ---------------------------------------  ==========  ==========  ==========  ==========
</TABLE>

* Information with respect to the six-month period ended June 30, 1999 is
  unaudited.

See accompanying notes.

I-11
<PAGE>

<TABLE>
<CAPTION>
                                         AIM
                                         V.I.           AIM            BARON       BT            BT            BT
                                         INTERNATIONAL  V.I.           CAPITAL     EAFE          EQUITY        SMALL
                                         EQUITY         VALUE          ASSET       EQUITY INDEX  500 INDEX     CAP INDEX
                                         SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
<S>                                      <C>            <C>            <C>         <C>           <C>           <C>
- -------------------------------------------------------------------------------------------------------------------------
Changes From Operations:
  Net investment income                  $      --      $      37,353  $    --     $     --      $     28,782  $    --
  Net realized gain (loss) on
     investments                                --              2,502       --           --             3,674       --
  Net change in unrealized appreciation
     or depreciation on investments             --             69,059       --           --           111,040       --
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                              --            108,914       --           --           143,496       --
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
Change From Unit Transactions:
  Participant purchases                         --          1,007,254       --           --         2,738,345       --
  Participant withdrawals                       --            (61,324)      --           --           (53,631)      --
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                       --            945,930       --           --         2,684,714       --
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
TOTAL INCREASE IN NET ASSETS                    --          1,054,844       --           --         2,828,210       --
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
NET ASSETS AT DECEMBER 31, 1998                 --          1,054,844       --           --         2,828,210       --
- ---------------------------------------  =============  =============  ==========  ============  ============  ==========
Changes From Operations:
  Net investment income (loss)                  (1)            (9,811)      11           (1)          (20,307)      (1)
  Net realized gain (loss) on
     investments                                --              9,837       --           --            57,791       --
  Net change in unrealized appreciation
     or depreciation on investments             29            326,727      (12)          21           506,405       59
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                              28            326,753       (1)          20           543,889       58
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
Change From Unit Transactions:
  Participant purchases                      1,000          2,717,501    1,000        1,000         4,291,894    2,252
  Participant withdrawals                      (60)          (221,705)     (60)         (60)         (229,912)    (163)
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS            940          2,495,796      940          940         4,061,982    2,089
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS        968          2,822,549      939          960         4,605,871    2,147
- ---------------------------------------  -------------  -------------  ----------  ------------  ------------  ----------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $     968      $   3,877,393  $   939     $    960      $  7,434,081  $ 2,147
- ---------------------------------------  =============  =============  ==========  ============  ============  ==========

<CAPTION>

                                         DELAWARE
                                         PREMIUM
                                         DELCHESTER
                                         SUBACCOUNT
<S>                                      <C>
- ---------------------------------------
Changes From Operations:
  Net investment income                  $       --
  Net realized gain (loss) on
     investments                                 --
  Net change in unrealized appreciation
     or depreciation on investments              --
- ---------------------------------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                               --
- ---------------------------------------  ----------
Change From Unit Transactions:
  Participant purchases                          --
  Participant withdrawals                        --
- ---------------------------------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                        --
- ---------------------------------------  ----------
TOTAL INCREASE IN NET ASSETS                     --
- ---------------------------------------  ----------
NET ASSETS AT DECEMBER 31, 1998                  --
- ---------------------------------------  ==========
Changes From Operations:
  Net investment income (loss)                   13
  Net realized gain (loss) on
     investments                                 (1)
  Net change in unrealized appreciation
     or depreciation on investments             (34)
- ---------------------------------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                              (22)
- ---------------------------------------  ----------
Change From Unit Transactions:
  Participant purchases                       1,781
  Participant withdrawals                      (124)
- ---------------------------------------  ----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS           1,657
- ---------------------------------------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS       1,635
- ---------------------------------------  ----------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $    1,635
- ---------------------------------------  ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                          FIDELITY
                                                     FIDELITY    FIDELITY    FIDELITY       FIDELITY      VIP III        JANUS
                                         DELAWARE    VIP         VIP II      VIP II         VIP II        GROWTH         ASPEN
                                         PREMIUM     EQUITY-     ASSET       CONTRAFUND     INVESTMENT    OPPORTUNITIES  SERIES
                                         TREND       INCOME      MANAGER     SERVICE CLASS  GRADE BOND    SERVICE CLASS  BALANCED
                                         SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT     SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
<S>                                      <C>         <C>         <C>         <C>            <C>           <C>            <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Changes From Operations:
  Net investment income                  $    (225)  $     (881) $     (73)  $        --    $       (461) $      --      $       --
  Net realized gain (loss) on
     investments                               593        1,374        362            --              72         --              --
  Net change in unrealized appreciation
     or depreciation on investments         30,739       48,819      4,003            --           5,094         --              --
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                          31,107       49,312      4,292            --           4,705         --              --
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
Change From Unit Transactions:
  Participant purchases                    316,822      874,010     86,282            --         474,803         --              --
  Participant withdrawals                  (10,588)     (59,221)    (9,144)           --         (30,157)        --              --
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                  306,234      814,789     77,138            --         444,646         --              --
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
TOTAL INCREASE IN NET ASSETS               337,341      864,101     81,430            --         449,351         --              --
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
NET ASSETS AT DECEMBER 31, 1998            337,341      864,101     81,430            --         449,351         --              --
- ---------------------------------------  ==========  ==========  ==========  =============  ============  =============  ==========
Changes From Operations:
  Net investment income (loss)              (2,153)      50,885      8,417            (2)         24,313         (1)             43
  Net realized gain (loss) on
     investments                             1,953        6,678        208            --          (1,912)        --              --
  Net change in unrealized appreciation
     or depreciation on investments        133,052      206,718      9,020           203         (44,481)        67             126
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                         132,852      264,281     17,645           201         (22,080)        66             169
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
Change From Unit Transactions:
  Participant purchases                    464,896    2,415,862    477,114        22,255       1,086,880      2,467           4,488
  Participant withdrawals                  (40,567)    (157,526)   (33,622)       (3,077)        (76,034)      (180)           (257)
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS        424,329    2,258,336    443,492        19,178       1,010,846      2,287           4,231
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS    557,181    2,522,617    461,137        19,379         988,766      2,353           4,400
- ---------------------------------------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $ 894,522   $3,386,718  $ 542,567   $    19,379    $  1,438,117  $   2,353      $    4,400
- ---------------------------------------  ==========  ==========  ==========  =============  ============  =============  ==========
</TABLE>

                                                                            I-12
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM JUNE 18, 1998 TO DECEMBER 31, 1998 AND THE SIX-MONTH
PERIOD ENDED JUNE 30, 1999*

<TABLE>
<CAPTION>
                                         JANUS
                                         ASPEN
                                         SERIES                  LN
                                         WORLDWIDE   LN          CAPITAL
                                         GROWTH      BOND        APPRECIATION
                                         SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                                      <C>         <C>         <C>
- -----------------------------------------------------------------------------
Changes From Operations:
  Net investment income                  $     --    $    --     $         --
  Net realized gain (loss) on
     investments                               --         --               --
  Net change in unrealized appreciation
     or depreciation on investments            --         --               --
- ---------------------------------------  ----------  ----------  ------------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                             --         --               --
- ---------------------------------------  ----------  ----------  ------------
Change From Unit Transactions:
  Participant purchases                        --         --               --
  Participant withdrawals                      --         --               --
- ---------------------------------------  ----------  ----------  ------------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                      --         --               --
- ---------------------------------------  ----------  ----------  ------------
TOTAL INCREASE IN NET ASSETS                   --         --               --
- ---------------------------------------  ----------  ----------  ------------
NET ASSETS AT DECEMBER 31, 1998                --         --               --
- ---------------------------------------  ==========  ==========  ============
Changes From Operations:
  Net investment income (loss)                  1         (2)              (1)
  Net realized gain (loss) on
     investments                               --         --               --
  Net change in unrealized appreciation
     or depreciation on investments           149          3               56
- ---------------------------------------  ----------  ----------  ------------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                            150          1               55
- ---------------------------------------  ----------  ----------  ------------
Change From Unit Transactions:
  Participant purchases                    20,721      2,815            1,345
  Participant withdrawals                  (2,935)      (226)            (137)
- ---------------------------------------  ----------  ----------  ------------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS        17,786      2,589            1,208
- ---------------------------------------  ----------  ----------  ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS    17,936      2,590            1,263
- ---------------------------------------  ----------  ----------  ------------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $ 17,936    $ 2,590     $      1,263
- ---------------------------------------  ==========  ==========  ============
</TABLE>

<TABLE>
<CAPTION>
                                                                 OCC
                                         AMT                     ACCUMULATION
                                         MID-CAP     AMT         GLOBAL
                                         GROWTH      PARTNERS    EQUITY
                                         SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                                      <C>         <C>         <C>
- -----------------------------------------------------------------------------
Changes From Operations:
  Net investment income                  $    --     $    --     $      4,602
  Net realized gain (loss) on
     investments                              --          --              660
  Net change in unrealized appreciation
     or depreciation on investments           --          --            1,012
- ---------------------------------------  ----------  ----------  ------------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                            --          --            6,274
- ---------------------------------------  ----------  ----------  ------------
Change From Unit Transactions:
  Participant purchases                       --          --           96,433
  Participant withdrawals                     --          --           (5,799)
- ---------------------------------------  ----------  ----------  ------------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                     --          --           90,634
- ---------------------------------------  ----------  ----------  ------------
TOTAL INCREASE IN NET ASSETS                  --          --           96,908
- ---------------------------------------  ----------  ----------  ------------
NET ASSETS AT DECEMBER 31, 1998               --          --           96,908
- ---------------------------------------  ==========  ==========  ============
Changes From Operations:
  Net investment income (loss)                (1)         (1)            (391)
  Net realized gain (loss) on
     investments                              --          --              395
  Net change in unrealized appreciation
     or depreciation on investments           69           8           24,058
- ---------------------------------------  ----------  ----------  ------------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                            68           7           24,062
- ---------------------------------------  ----------  ----------  ------------
Change From Unit Transactions:
  Participant purchases                    1,453       1,000          197,117
  Participant withdrawals                   (107)        (61)         (19,030)
- ---------------------------------------  ----------  ----------  ------------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS        1,346         939          178,087
- ---------------------------------------  ----------  ----------  ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS    1,414         946          202,149
- ---------------------------------------  ----------  ----------  ------------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $ 1,414     $   946     $    299,057
- ---------------------------------------  ==========  ==========  ============
</TABLE>

* Information with respect to the six-month period ended June 30, 1999 is
  unaudited.

See accompanying notes.

I-13
<PAGE>

<TABLE>
<CAPTION>
                                                     LN
                                         LN          GLOBAL      LN            LN          MFS          MFS
                                         EQUITY-     ASSET       MONEY         SOCIAL      EMERGING     TOTAL        MFS
                                         INCOME      ALLOCATION  MARKET        AWARENESS   GROWTH       RETURN       UTILITIES
                                         SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT  SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
<S>                                      <C>         <C>         <C>           <C>         <C>          <C>          <C>
- -------------------------------------------------------------------------------------------------------------------------------
Changes From Operations:
  Net investment income                  $    --     $    --     $     15,785  $     --    $      (252) $      (451) $     (319)
  Net realized gain (loss) on
     investments                              --          --               --        --            592          599         600
  Net change in unrealized appreciation
     or depreciation on investments           --          --               --        --         41,059       18,520      15,337
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                            --          --           15,785        --         41,399       18,668      15,618
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
Change From Unit Transactions:
  Participant purchases                       --          --       10,886,091        --        308,188      608,312     323,546
  Participant withdrawals                     --          --       (6,303,498)       --        (18,804)     (24,996)    (11,122)
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                     --          --        4,582,593        --        289,384      583,316     312,424
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
TOTAL INCREASE IN NET ASSETS                  --          --        4,598,378        --        330,783      601,984     328,042
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
NET ASSETS AT DECEMBER 31, 1998               --          --        4,598,378        --        330,783      601,984     328,042
- ---------------------------------------  ==========  ==========  ============  ==========  ===========  ===========  ==========
Changes From Operations:
  Net investment income (loss)                (1)         (1)          64,262        (5)        (3,216)      61,814      40,750
  Net realized gain (loss) on
     investments                              --          --               --        --          6,385        1,329       1,597
  Net change in unrealized appreciation
     or depreciation on investments           12           9               --       449        104,048        1,232      14,760
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                            11           8           64,262       444        107,217       64,375      57,107
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
Change From Unit Transactions:
  Participant purchases                    1,000       1,000        9,191,111    21,682        997,881      906,986     473,750
  Participant withdrawals                    (60)        (60)      (9,288,450)     (210)       (93,468)     (90,355)    (48,211)
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS          940         940          (97,339)   21,472        904,413      816,631     425,539
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS      951         948          (33,077)   21,916      1,011,630      881,006     482,646
- ---------------------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $   951     $   948     $  4,565,301  $ 21,916    $ 1,342,413  $ 1,482,990  $  810,688
- ---------------------------------------  ==========  ==========  ============  ==========  ===========  ===========  ==========
</TABLE>

<TABLE>
<CAPTION>
                                                       TEMPLETON                  TEMPLETON                  TEMPLETON
                                                       VARIABLE    TEMPLETON      VARIABLE       TEMPLETON   VARIABLE
                                         OCC           PRODUCTS    VARIABLE       PRODUCTS       VARIABLE    PRODUCTS
                                         ACCUMULATION  ASSET       PRODUCTS       INTERNATIONAL  PRODUCTS    STOCK
                                         MANAGED       ALLOCATION  INTERNATIONAL  CLASS 2        STOCK       CLASS 2
                                         SUBACCOUNT    SUBACCOUNT  SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT
<S>                                      <C>           <C>         <C>            <C>            <C>         <C>
- -----------------------------------------------------------------------------------------------------------------------
Changes From Operations:
  Net investment income                  $    (138)    $     (45)  $       (582)  $       --     $    (108)  $       --
  Net realized gain (loss) on
     investments                                85           234           (357)          --           (71)          --
  Net change in unrealized appreciation
     or depreciation on investments          4,808         2,272         21,136           --         2,721           --
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                           4,755         2,461         20,197           --         2,542           --
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
Change From Unit Transactions:
  Participant purchases                    188,146        37,943        643,263           --       100,433           --
  Participant withdrawals                   (9,805)       (3,417)       (35,182)          --        (7,747)          --
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM UNIT TRANSACTIONS                  178,341        34,526        608,081           --        92,686           --
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
TOTAL INCREASE IN NET ASSETS               183,096        36,987        628,278           --        95,228           --
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
NET ASSETS AT DECEMBER 31, 1998            183,096        36,987        628,278           --        95,228           --
- ---------------------------------------  ============  ==========  =============  =============  ==========  ==========
Changes From Operations:
  Net investment income (loss)              11,673        11,822        139,193           (4)       16,517           (1)
  Net realized gain (loss) on
     investments                               306          (135)       (17,857)          --        (1,151)          --
  Net change in unrealized appreciation
     or depreciation on investments         10,873        (3,463)        35,242           14        10,259           12
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                          22,852         8,224        156,578           10        25,625           11
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
Change From Unit Transactions:
  Participant purchases                    272,955       105,763      1,421,861       16,709       205,805        1,000
  Participant withdrawals                  (29,313)      (11,155)      (119,798)        (325)      (20,131)         (61)
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM UNIT TRANSACTIONS        243,642        94,608      1,302,063       16,384       185,674          939
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS    266,494       102,832      1,458,641       16,394       211,299          950
- ---------------------------------------  ------------  ----------  -------------  -------------  ----------  ----------
NET ASSETS AT JUNE 30, 1999 (UNAUDITED)  $ 449,590     $ 139,819   $  2,086,919   $   16,394     $ 306,527   $      950
- ---------------------------------------  ============  ==========  =============  =============  ==========  ==========
</TABLE>

                                                                            I-14
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

1.  ACCOUNTING POLICIES & ACCOUNT INFORMATION

    THE ACCOUNT:
    Lincoln Life Flexible Premium Variable Life Account M (the Variable Account)
    is a segregated investment account of The Lincoln National Life Insurance
    Company (Lincoln Life) and is registered as a unit investment trust with the
    Securities and Exchange Commission under the Investment Company Act of 1940,
    as amended. The operations of the Variable Account, which commenced on
    June 18, 1998, are part of the operations of Lincoln Life. The Variable
    Account consist of two products which are listed below.

      VUL I
      LVUL

    The assets of the Variable Account are owned by Lincoln Life. The portion of
    the Variable Account's assets supporting the variable life policies may not
    be used to satisfy liabilities arising out of any other business of Lincoln
    Life.

    BASIS OF PRESENTATION:
    The accompanying financial statements have been prepared in accordance with
    generally accepted accounting principles for unit investment trusts.

    INVESTMENTS:
    The assets of the Variable Account are divided into variable sub-accounts
    each of which is invested in shares of one of forty portfolios of thirteen
    diversified open-end management investment companies, each portfolio with
    its own investment objective. The variable sub-accounts are:

    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. International Equity Fund
      AIM V.I. Value Fund

    Baron Capital Funds Trust:
      Baron Capital Asset Fund

    BT Insurance Funds Trust:
      EAFE Equity Index Fund
      Equity 500 Index Fund
      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:
      Equity-Income Portfolio

    Fidelity Variable Insurance Products Fund II:
      Asset Manager Portfolio
      Contrafund Portfolio--Service Class
      Investment Grade Bond Portfolio

    Fidelity Variable Insurance Products Fund III:
      Growth Opportunities Portfolio--Service Class

    Janus Aspen Series:
      Janus Aspen Series Balanced Portfolio
      Janus Aspen Series Worldwide Growth Portfolio

    Lincoln National (LN):
      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 Variable Insurance Trust:
      MFS Emerging Growth Series
      MFS Total Return Series
      MFS Utilities Series

    Neuberger Berman Advisers Management Trust (AMT):
      AMT Mid-Cap Growth Portfolio
      AMT Partners Portfolio

    OCC Accumulation Trust:
      OCC Accumulation Global Equity Portfolio
      OCC Accumulation Managed Portfolio

    Templeton Variable Products Series Fund:
      Templeton Asset Allocation Fund
      Templeton International Fund
      Templeton International Fund--Class 2
      Templeton Stock Fund
      Templeton Stock Fund--Class 2

    Investments in the variable sub-accounts are stated at the closing net asset
    value per share on June 30, 1999, which approximates fair value. The
    difference between cost and fair value is reflected as unrealized
    appreciation and depreciation of investments.

    Investment transactions are accounted for on a trade date basis. The cost of
    investments sold is determined by the average cost method.

    DIVIDENDS:
    Dividends paid to the Variable Account are automatically reinvested in
    shares of the variable sub-accounts on the payable date. Dividend income is
    recorded on the ex-dividend date.

I-15
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

1.  ACCOUNTING POLICIES & ACCOUNT INFORMATION (CONTINUED)
    FEDERAL INCOME TAXES:
    Operations of the Variable Account form a part of and are taxed with
    operations of Lincoln Life, which is taxed as a "life insurance company"
    under the Internal Revenue Code. The Variable Account will not be taxed as a
    regulated investment company under Subchapter M of the Internal Revenue
    Code. Using current federal income tax law, no federal income taxes are
    payable with respect to the Variable Account's net investment income and the
    net realized gain on investments.

2.  MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATES
    Amounts are paid to Lincoln Life for mortality and expense guarantees at a
    percentage of the current value of the Variable Account each day. The
    mortality and expense risk charges for each of the variable sub-accounts are
    reported in the statement of operations. The rates are as follows for the
    two policy types within the Variable Account.

      VUL I is currently at an annual rate of .80% for policy years one through
      twelve and .55% thereafter.

      LVUL is currently at an annual rate of .75% for policy years one through
      ten, .35% for policy years eleven through twenty and .20% thereafter.

    Prior to the allocation of premiums to the Variable Account, Lincoln Life
    deducts a premium load of 5% of each premium payment to cover state taxes
    and federal income tax liabilities and a portion of the sales expenses
    incurred by Lincoln Life.

    Lincoln Life charges a monthly administrative fee for items such as premium
    billings and collection, policy value calculation, confirmations and
    periodic reports. The fees are as follows for the two policy types within
    the Variable Account.
      VUL I and LVUL are currently $15 per month for the first policy year and
      $5 per month thereafter, guaranteed not to exceed $10 after the first
      policy year.

    Lincoln Life assumes responsibility for providing the insurance benefit
    included in the policy. Lincoln Life charges a monthly deduction of the cost
    of insurance and any charges for supplemental riders. The cost of insurance
    charge depends on the attained age, risk classification, gender
    classification (in accordance with state law) and the current net amount at
    risk. On a monthly basis, the administrative fee and the cost of insurance
    charge are deducted proportionately for the value of each variable
    sub-account and/or fixed account funding options. The fixed account is part
    of the general account of Lincoln Life and is not included in these
    financial statements.

    Under certain circumstances, Lincoln Life reserves the right to charge a
    transfer fee of $25 for each transfer after the twelfth transfer per year
    between variable sub--accounts. For the period ended June 30, 1999, no
    transfer fees were deducted from the variable sub--accounts.

    The fees charged by Lincoln Life for premium loads (deducted from premium
    payments), administrative fees and the amount deducted for the cost of
    insurance, both of which are included in participant withdrawals in the
    statement of changes in net assets, for variable sub-accounts for the period
    ended June 30, 1999 were as follows:

<TABLE>
<CAPTION>
                                                                                                     COST OF
                                                                 PREMIUM        ADMINISTRATIVE       INSURANCE
   VARIABLE SUB-ACCOUNTS                                         LOADS          FEES                 DEDUCTION
   -----------------------------------------------------------------------------------------------------------
   <S>                                                           <C>            <C>                  <C>
   AIM V.I. Capital Appreciation Subaccount                      $ 26,853          $ 6,349           $ 61,511
   ------------------------------------------------------------
   AIM V.I. Diversified Income Subaccount                           6,355            1,810             19,961
   ------------------------------------------------------------
   AIM V.I. Growth Subaccount                                      42,606           10,507            111,022
   ------------------------------------------------------------
   AIM V.I. International Equity Subaccount                            50                3                  8
   ------------------------------------------------------------
   AIM V.I. Value Subaccount                                       57,081           14,219            144,860
   ------------------------------------------------------------
   Baron Capital Asset Subaccount                                      50                3                  7
   ------------------------------------------------------------
   BT EAFE Equity Index Subaccount                                     50                3                  8
   ------------------------------------------------------------
   BT Equity 500 Index Subaccount                                  54,165           14,303            161,371
   ------------------------------------------------------------
   BT Small Cap Index Subaccount                                      113                8                 42
   ------------------------------------------------------------
   Delaware Premium Delchester Subaccount                              89                6                 29
   ------------------------------------------------------------
   Delaware Premium Devon Subaccount                                   50                3                  8
   ------------------------------------------------------------
</TABLE>

                                                                            I-16
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

2.  MORTALITY AND EXPENSE GUARANTEES & OTHER TRANSACTIONS WITH AFFILIATES
    (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                     COST OF
                                                                 PREMIUM        ADMINISTRATIVE       INSURANCE
   VARIABLE SUB-ACCOUNTS                                         LOADS          FEES                 DEDUCTION
   -----------------------------------------------------------------------------------------------------------
   <S>                                                           <C>            <C>                  <C>
   Delaware Premium Emerging Markets Subaccount                  $  7,637          $   707           $  5,268
   ------------------------------------------------------------
   Delaware Premium REIT Subaccount                                    50                3                  8
   ------------------------------------------------------------
   Delaware Premium Small Cap Value Subaccount                     17,477            5,609             48,276
   ------------------------------------------------------------
   Delaware Premium Trend Subaccount                               11,121            3,331             26,109
   ------------------------------------------------------------
   Fidelity VIP Equity-Income Subaccount                           35,663           11,363            110,468
   ------------------------------------------------------------
   Fidelity VIP II Asset Manager Subaccount                         9,826            2,169             21,361
   ------------------------------------------------------------
   Fidelity VIP II Contrafund Service Class Subaccount              1,111               32              1,934
   ------------------------------------------------------------
   Fidelity VIP II Investment Grade Bond Subaccount                17,224            4,693             54,062
   ------------------------------------------------------------
   Fidelity VIP III Growth Opportunities Service Class
   Subaccount                                                         121               10                 49
   ------------------------------------------------------------
   Janus Aspen Subaccount Balanced Subaccount                         153               16                 87
   ------------------------------------------------------------
   Janus Aspen Subaccount Worldwide Growth Subaccount               1,034               25              1,876
   ------------------------------------------------------------
   LN Bond Subaccount                                                 141               12                 73
   ------------------------------------------------------------
   LN Capital Appreciation Subaccount                                  67               10                 60
   ------------------------------------------------------------
   LN Equity-Income Subaccount                                         50                3                  8
   ------------------------------------------------------------
   LN Global Asset Allocation Subaccount                               50                3                  8
   ------------------------------------------------------------
   LN Money Market Subaccount                                     292,474           12,569            434,972
   ------------------------------------------------------------
   LN Social Awareness Subaccount                                      50                9                151
   ------------------------------------------------------------
   MFS Emerging Growth Subaccount                                  27,930            7,223             58,316
   ------------------------------------------------------------
   MFS Total Return Subaccount                                     28,010            5,606             55,455
   ------------------------------------------------------------
   MFS Utilities Subaccount                                        14,901            3,149             29,567
   ------------------------------------------------------------
   AMT Mid-Cap Growth Subaccount                                       60                7                 39
   ------------------------------------------------------------
   AMT Partners Subaccount                                             50                3                  8
   ------------------------------------------------------------
   OCC Accumulation Global Equity Subaccount                        3,834            1,478             13,716
   ------------------------------------------------------------
   OCC Accumulation Managed Subaccount                              4,264            1,879             23,167
   ------------------------------------------------------------
   Templeton Asset Allocation Subaccount                            2,824              864              7,462
   ------------------------------------------------------------
   Templeton International Subaccount                              27,629            8,443             79,507
   ------------------------------------------------------------
   Templeton International Class 2 Subaccount                         163               16                146
   ------------------------------------------------------------
   Templeton Stock Subaccount                                       5,240            2,000             12,741
   ------------------------------------------------------------
   Templeton Stock Class 2 Subaccount                                  50                3                  8
   ------------------------------------------------------------
</TABLE>

    Lincoln Life, upon full surrender of a policy, may charge a surrender
    charge. This charge is in part a deferred sales charge and in part a
    recovery of certain first year administrative costs. The amount of the
    surrender charge, if any, will depend on the amount of the death benefit,
    the amount of premium payments made during the first two policy years and
    the age of the policy. In no event will the surrender charge exceed the
    maximum allowed by state or federal law. No surrender charge is imposed on a
    partial surrender, but an administrative fee of $25 is imposed, allocated
    pro-rata among the variable sub-accounts (and, where applicable, the fixed
    account) from which the partial surrender proceeds are taken. Full surrender
    charges and partial surrender administrative charges paid to Lincoln Life
    attributable to the variable sub-accounts for the periond ended June 30,
    1999, were $40,170.

I-17
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

3.  NET ASSETS
    The following is a summary of net assets owned at June 30, 1999.

<TABLE>
<CAPTION>
                                         AIM           AIM
                                         V.I.          V.I.
                                         CAPITAL       DIVERSIFIED
                                         APPRECIATION  INCOME
                             COMBINED    SUBACCOUNT    SUBACCOUNT
<S>                          <C>         <C>           <C>
- ------------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $32,697,289 $ 1,745,490   $  343,346
- ---------------------------  ----------  ------------  ----------
Accumulated net investment
   income                       534,999        4,478        8,033
- ---------------------------  ----------  ------------  ----------
Accumulated net realized
   gain (loss) on
   investments                   90,714        8,893         (536)
- ---------------------------  ----------  ------------  ----------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                2,289,208      192,754      (13,355)
- ---------------------------  ----------  ------------  ----------
                             $35,612,210 $ 1,951,615   $  337,488
                             ==========  ============  ==========
</TABLE>

<TABLE>
<CAPTION>
                                         DELAWARE    DELAWARE
                             DELAWARE    PREMIUM     PREMIUM
                             PREMIUM     EMERGING    SMALL
                             DEVON       MARKETS     CAP VALUE
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>         <C>
- ---------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $  939      $ 177,845   $1,161,837
- ---------------------------  ----------  ----------  ----------
Accumulated net investment
   income                        (1)           556        7,130
- ---------------------------  ----------  ----------  ----------
Accumulated net realized
   gain (loss) on
   investments                   --            128      (10,825)
- ---------------------------  ----------  ----------  ----------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                   20         10,986       97,344
- ---------------------------  ----------  ----------  ----------
                             $  958      $ 189,515   $1,255,486
- ---------------------------  ==========  ==========  ==========
</TABLE>

<TABLE>
<CAPTION>
                             JANUS
                             ASPEN
                             SERIES                  LN
                             WORLDWIDE   LN          CAPITAL
                             GROWTH      BOND        APPRECIATION
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>         <C>
- -----------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $ 17,786    $ 2,589     $      1,208
- ---------------------------  ----------  ----------  ------------
Accumulated net investment
   income                           1         (2)              (1)
- ---------------------------  ----------  ----------  ------------
Accumulated net realized
   gain (loss) on
   investments                     --         --               --
- ---------------------------  ----------  ----------  ------------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                    149          3               56
- ---------------------------  ----------  ----------  ------------
                             $ 17,936    $ 2,590     $      1,263
                             ==========  ==========  ============
</TABLE>

<TABLE>
<CAPTION>
                                                     OCC
                             AMT                     ACCUMULATION
                             MID-CAP     AMT         GLOBAL
                             GROWTH      PARTNERS    EQUITY
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
<S>                          <C>         <C>         <C>
- -----------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $ 1,346     $  939      $    268,721
- ---------------------------  ----------  ----------  ------------
Accumulated net investment
   income                         (1)        (1)            4,211
- ---------------------------  ----------  ----------  ------------
Accumulated net realized
   gain (loss) on
   investments                    --         --             1,055
- ---------------------------  ----------  ----------  ------------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                    69          8            25,070
- ---------------------------  ----------  ----------  ------------
                             $ 1,414     $  946      $    299,057
                             ==========  ==========  ============
</TABLE>

                                                                            I-18
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
                                         AIM
                             AIM         V.I.           AIM             BARON       BT            BT             BT
                             V.I.        INTERNATIONAL  V.I.            CAPITAL     EAFE          EQUITY         SMALL
                             GROWTH      EQUITY         VALUE           ASSET       EQUITY INDEX  500 INDEX      CAP INDEX
                             SUBACCOUNT  SUBACCOUNT     SUBACCOUNT      SUBACCOUNT  SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
<S>                          <C>         <C>            <C>             <C>         <C>           <C>            <C>
- ---------------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $2,376,552  $   940        $    3,441,726  $  940      $   940       $   6,746,696  $ 2,089
- ---------------------------  ---------   -------------  --------------  ----------  ------------  -------------  ----------
Accumulated net investment
   income                       38,004        (1)               27,542      11           (1)              8,475       (1)
- ---------------------------  ---------   -------------  --------------  ----------  ------------  -------------  ----------
Accumulated net realized
   gain (loss) on
   investments                  16,712        --                12,339      --           --              61,465       --
- ---------------------------  ---------   -------------  --------------  ----------  ------------  -------------  ----------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                 290,151        29               395,786     (12)          21             617,445       59
- ---------------------------  ---------   -------------  --------------  ----------  ------------  -------------  ----------
                             $2,721,419  $   968        $    3,877,393  $  939      $   960       $   7,434,081  $ 2,147
                             =========   =============  ==============  ==========  ============  =============  ==========

<CAPTION>

                             DELAWARE
                             PREMIUM
                             DELCHESTER
                             SUBACCOUNT
<S>                          <C>
- ---------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $    1,657
- ---------------------------  ----------
Accumulated net investment
   income                            13
- ---------------------------  ----------
Accumulated net realized
   gain (loss) on
   investments                       (1)
- ---------------------------  ----------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                      (34)
- ---------------------------  ----------
                             $    1,635
                             ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                          FIDELITY
                                                     FIDELITY    FIDELITY    FIDELITY       FIDELITY      VIP III        JANUS
                             DELAWARE    DELAWARE    VIP         VIP II      VIP II         VIP II        GROWTH         ASPEN
                             PREMIUM     PREMIUM     EQUITY-     ASSET       CONTRAFUND     INVESTMENT    OPPORTUNITIES  SERIES
                             REIT        TREND       INCOME      MANAGER     SERVICE CLASS  GRADE BOND    SERVICE CLASS  BALANCED
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT     SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
<S>                          <C>         <C>         <C>         <C>         <C>            <C>           <C>            <C>
- -----------------------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $  940      $ 730,563   $3,073,125  $ 520,630   $    19,178    $  1,455,492  $   2,287      $    4,231
- ---------------------------  ----------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
Accumulated net investment
   income                        (1)        (2,378)      50,004      8,344            (2)         23,852         (1)             43
- ---------------------------  ----------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
Accumulated net realized
   gain (loss) on
   investments                   --          2,546        8,052        570            --          (1,840)        --              --
- ---------------------------  ----------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                   (1)       163,791      255,537     13,023           203         (39,387)        67             126
- ---------------------------  ----------  ----------  ----------  ----------  -------------  ------------  -------------  ----------
                             $  938      $ 894,522   $3,386,718  $ 542,567   $    19,379    $  1,438,117  $   2,353      $    4,400
                             ==========  ==========  ==========  ==========  =============  ============  =============  ==========
</TABLE>

<TABLE>
<CAPTION>
                                         LN
                             LN          GLOBAL      LN            LN          MFS          MFS
                             EQUITY-     ASSET       MONEY         SOCIAL      EMERGING     TOTAL        MFS
                             INCOME      ALLOCATION  MARKET        AWARENESS   GROWTH       RETURN       UTILITIES
                             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT  SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
<S>                          <C>         <C>         <C>           <C>         <C>          <C>          <C>
- -------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $  940      $  940      $  4,485,254  $ 21,472    $ 1,193,797  $ 1,399,947  $  737,963
- ---------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
Accumulated net investment
   income                        (1)         (1)           80,047        (5)        (3,468)      61,363      40,431
- ---------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
Accumulated net realized
   gain (loss) on
   investments                   --          --                --        --          6,977        1,928       2,197
- ---------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                   12           9                --       449        145,107       19,752      30,097
- ---------------------------  ----------  ----------  ------------  ----------  -----------  -----------  ----------
                             $  951      $  948      $  4,565,301  $ 21,916    $ 1,342,413  $ 1,482,990  $  810,688
                             ==========  ==========  ============  ==========  ===========  ===========  ==========
</TABLE>

<TABLE>
<CAPTION>
                                           TEMPLETON                  TEMPLETON                  TEMPLETON
                                           VARIABLE    TEMPLETON      VARIABLE       TEMPLETON   VARIABLE
                             OCC           PRODUCTS    VARIABLE       PRODUCTS       VARIABLE    PRODUCTS
                             ACCUMULATION  ASSET       PRODUCTS       INTERNATIONAL  PRODUCTS    STOCK
                             MANAGED       ALLOCATION  INTERNATIONAL  CLASS 2        STOCK       CLASS 2
                             SUBACCOUNT    SUBACCOUNT  SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT
<S>                          <C>           <C>         <C>            <C>            <C>         <C>
- -----------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
- ---------------------------
Accumulation units           $ 421,983     $ 129,134   $  1,910,144   $   16,384     $ 278,360   $      939
- ---------------------------  ------------  ----------  -------------  -------------  ----------  ----------
Accumulated net investment
   income                       11,535        11,777        138,611           (4)       16,409           (1)
- ---------------------------  ------------  ----------  -------------  -------------  ----------  ----------
Accumulated net realized
   gain (loss) on
   investments                     391            99        (18,214)          --        (1,222)          --
- ---------------------------  ------------  ----------  -------------  -------------  ----------  ----------
NET UNREALIZED APPRECIATION
   (DEPRECIATION) ON
   INVESTMENTS                  15,681        (1,191)        56,378           14        12,980           12
- ---------------------------  ------------  ----------  -------------  -------------  ----------  ----------
                             $ 449,590     $ 139,819   $  2,086,919   $   16,394     $ 306,527   $      950
                             ============  ==========  =============  =============  ==========  ==========
</TABLE>

I-19
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

4.  PURCHASES AND SALES OF INVESTMENTS

    The aggregate cost of investments purchased and the aggregate proceeds from
    investments sold were as follows for the period ending June 30, 1999.

<TABLE>
<CAPTION>
                                                                 AGGREGATE         AGGREGATE
                                                                 COST OF           PROCEEDS
                                                                 PURCHASES         FROM SALES
                                                                 ----------------------------
   <S>                                                           <C>               <C>
   AIM V.I. Capital Appreciation Fund                            $ 1,498,514       $  170,549
   ------------------------------------------------------------
   AIM V.I. Diversified Income Fund                                  177,621           13,935
   ------------------------------------------------------------
   AIM V.I. Growth Fund                                            1,698,737          143,837
   ------------------------------------------------------------
   AIM V.I. International Equity Fund                                    945                6
   ------------------------------------------------------------
   AIM V.I. Value Fund                                             2,624,207          138,161
   ------------------------------------------------------------
   Baron Capital Asset Fund                                              957                6
   ------------------------------------------------------------
   BT EAFE Equity Index Fund                                             945                6
   ------------------------------------------------------------
   BT Equity 500 Index Fund                                        5,175,198        1,133,425
   ------------------------------------------------------------
   BT Small Cap Index Fund                                             2,113               25
   ------------------------------------------------------------
   Delaware Premium Delchester Series                                  1,686               16
   ------------------------------------------------------------
   Delaware Premium Devon Series                                         944                6
   ------------------------------------------------------------
   Delaware Premium Emerging Markets Series                          166,930            2,856
   ------------------------------------------------------------
   Delaware Premium REIT Series                                          945                6
   ------------------------------------------------------------
   Delaware Premium Small Cap Value Series                         1,165,714          256,284
   ------------------------------------------------------------
   Delaware Premium Trend Series                                     453,518           31,330
   ------------------------------------------------------------
   Fidelity VIP Equity-Income Portfolio                            2,558,300          249,024
   ------------------------------------------------------------
   Fidelity VIP II Asset Manager Portfolio                           500,195           48,276
   ------------------------------------------------------------
   Fidelity VIP II Contrafund Service Class Portfolio                 19,186               10
   ------------------------------------------------------------
   Fidelity VIP II Investment Grade Bond Portfolio                 1,114,699           79,519
   ------------------------------------------------------------
   Fidelity VIP III Growth Opportunities Service Class
   Portfolio                                                           2,292                6
   ------------------------------------------------------------
   Janus Aspen Series Balanced Portfolio                               4,280                6
   ------------------------------------------------------------
   Janus Aspen Series Worldwide Growth Portfolio                      17,793                6
   ------------------------------------------------------------
   LN Bond Fund                                                        2,618               31
   ------------------------------------------------------------
   LN Capital Appreciation Fund                                        1,213                6
   ------------------------------------------------------------
   LN Equity-Income Fund                                                 945                6
   ------------------------------------------------------------
   LN Global Asset Allocation Fund                                       945                6
   ------------------------------------------------------------
   LN Money Market Fund                                            6,897,665        6,930,758
   ------------------------------------------------------------
   LN Social Awareness Fund                                           21,476                9
   ------------------------------------------------------------
   MFS Emerging Growth Series                                        965,326           64,107
   ------------------------------------------------------------
   MFS Total Return Series                                           990,957          112,493
   ------------------------------------------------------------
   MFS Utilities Series                                              535,995           69,695
   ------------------------------------------------------------
   AMT Mid-Cap Growth Portfolio                                        1,350                5
   ------------------------------------------------------------
   AMT Partners Portfolio                                                944                6
   ------------------------------------------------------------
   OCC Accumulation Global Equity Portfolio                          188,469           10,769
   ------------------------------------------------------------
   OCC Accumulation Managed Portfolio                                270,049           14,732
   ------------------------------------------------------------
   Templeton Asset Allocation Fund                                   112,638            6,207
   ------------------------------------------------------------
   Templeton International Fund                                    1,746,045          304,757
   ------------------------------------------------------------
   Templeton International Class 2 Fund                               16,400               20
   ------------------------------------------------------------
   Templeton Stock Fund                                              244,993           42,802
   ------------------------------------------------------------
   Templeton Stock Class 2 Fund                                          944                6
   ------------------------------------------------------------
                                                                 -----------       ----------
                                                                 $29,184,691       $9,823,710
                                                                 ===========       ==========
</TABLE>

                                                                            I-20
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

5.  INVESTMENTS

    The following is a summary of investments owned at June 30, 1999.

<TABLE>
<CAPTION>
                                                                     NET
                                                   SHARES            ASSET         VALUE OF          COST OF
                                                   OUTSTANDING       VALUE         SHARES            SHARES
                                                   -------------------------------------------------------------
   <S>                                             <C>               <C>           <C>               <C>
   AIM V.I. Capital Appreciation Fund                 70,712         $ 27.60       $ 1,951,657       $ 1,758,903
    ---------------------------------------------
   AIM V.I. Diversified Income Fund                   31,483           10.72           337,495           350,850
    ---------------------------------------------
   AIM V.I. Growth Fund                               97,474           27.92         2,721,477         2,431,326
    ---------------------------------------------
   AIM V.I. International Equity Fund                     47           20.49               968               939
    ---------------------------------------------
   AIM V.I. Value Fund                               129,077           30.04         3,877,477         3,481,691
    ---------------------------------------------
   Baron Capital Asset Fund                               60           15.66               939               951
    ---------------------------------------------
   BT EAFE Equity Index Fund                              83           11.64               960               939
    ---------------------------------------------
   BT Equity 500 Index Fund                          521,701           14.25         7,434,241         6,816,796
    ---------------------------------------------
   BT Small Cap Index Fund                               198           10.85             2,147             2,088
    ---------------------------------------------
   Delaware Premium Delchester Series                    202            8.07             1,635             1,669
    ---------------------------------------------
   Delaware Premium Devon Series                          63           15.14               958               938
    ---------------------------------------------
   Delaware Premium Emerging Markets Series           26,432            7.17           189,519           178,533
    ---------------------------------------------
   Delaware Premium REIT Series                          100            9.37               938               939
    ---------------------------------------------
   Delaware Premium Small Cap Value Series            75,001           16.74         1,255,513         1,158,169
    ---------------------------------------------
   Delaware Premium Trend Series                      37,444           23.89           894,541           730,750
    ---------------------------------------------
   Fidelity VIP Equity-Income Portfolio              124,286           27.25         3,386,791         3,131,254
    ---------------------------------------------
   Fidelity VIP II Asset Manager Portfolio            30,672           17.69           542,579           529,556
    ---------------------------------------------
   Fidelity VIP II Contrafund Service Class
   Portfolio                                             744           26.06            19,379            19,176
    ---------------------------------------------
   Fidelity VIP II Investment Grade Bond
   Portfolio                                         119,052           12.08         1,438,148         1,477,535
    ---------------------------------------------
   Fidelity VIP III Growth Opportunities Service
   Class Portfolio                                       100           23.62             2,353             2,286
    ---------------------------------------------
   Janus Aspen Series Balanced Portfolio                 176           24.95             4,400             4,274
    ---------------------------------------------
   Janus Aspen Series Worldwide Growth Portfolio         548           32.74            17,936            17,787
    ---------------------------------------------
   LN Bond Fund                                          212           12.21             2,590             2,587
    ---------------------------------------------
   LN Capital Appreciation Fund                           50           25.11             1,263             1,207
    ---------------------------------------------
   LN Equity-Income Fund                                  42           22.74               951               939
    ---------------------------------------------
   LN Global Asset Allocation Fund                        60           15.72               948               939
    ---------------------------------------------
   LN Money Market Fund                              456,540           10.00         4,565,393         4,565,393
    ---------------------------------------------
   LN Social Awareness Fund                              534           41.01            21,916            21,467
    ---------------------------------------------
   MFS Emerging Growth Series                         55,427           24.22         1,342,442         1,197,335
    ---------------------------------------------
   MFS Total Return Series                            81,935           18.10         1,483,022         1,463,270
    ---------------------------------------------
   MFS Utilities Series                               40,074           20.23           810,706           780,609
    ---------------------------------------------
   AMT Mid-Cap Growth Portfolio                           85           16.60             1,414             1,345
    ---------------------------------------------
   AMT Partners Portfolio                                 46           20.72               946               938
    ---------------------------------------------
   OCC Accumulation Global Equity Portfolio           17,138           17.45           299,063           273,993
    ---------------------------------------------
   OCC Accumulation Managed Portfolio                 10,087           44.57           449,600           433,919
    ---------------------------------------------
   Templeton Asset Allocation Fund                     6,623           21.11           139,822           141,013
    ---------------------------------------------
   Templeton International Fund                      105,137           19.85         2,086,965         2,030,587
    ---------------------------------------------
   Templeton International Class 2 Fund                  829           19.77            16,394            16,380
    ---------------------------------------------
   Templeton Stock Fund                               14,405           21.28           306,533           293,553
    ---------------------------------------------
   Templeton Stock Class 2 Fund                           45           21.21               950               938
    ---------------------------------------------                                  -----------       -----------
                                                                                   $35,612,969       $33,323,761
                                                                                   ===========       ===========
</TABLE>

I-21
<PAGE>
LINCOLN LIFE FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT M

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

6.  NEW INVESTMENT FUNDS

    Effective May 3, 1999, the AIM V.I. International Equity Fund, Baron Capital
    Asset Fund, BT EAFE Equity Index Fund, BT Small Cap Index Fund, Delaware
    Premium Delchester Series, Delaware Premium Devon Series, Delaware Premium
    REIT Series, Fidelity VIP II Contrafund Service Class Portfolio, Fidelity
    VIP III Growth Opportunities Service Class Portfolio, Janus Aspen Series
    Balanced Portfolio, Janus Aspen Series Worldwide Growth Portfolio, LN Bond
    Fund, LN Capital Appreciation Fund, LN Equity-Income Fund, LN Global Asset
    Allocation Fund, AMT Mid-Cap Growth Portfolio, AMT Partners Portfolio,
    Templeton International Class 2 Fund and Templeton Stock Class 2 Fund became
    available as investment options for the Variable Account policyholders.

                                                                            I-22
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

BALANCE SHEETS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                              DECEMBER 31             JUNE 30
                                                              1998        1997        1999
                                                              ---------   ---------   -----------
                                                                                      (UNAUDITED)
                                                                         (IN MILLIONS)-----------
                                                              -----------------------------------
<S>                                                           <C>         <C>         <C>
ADMITTED ASSETS
CASH AND INVESTMENTS:
Bonds                                                         $23,830.9   $18,560.7    $24,259.7
- ------------------------------------------------------------
Preferred stocks                                                  236.0       257.3        243.2
- ------------------------------------------------------------
Unaffiliated common stocks                                        259.3       436.0        162.6
- ------------------------------------------------------------
Affiliated common stocks                                          322.1       412.1        330.3
- ------------------------------------------------------------
Mortgage loans on real estate                                   3,932.9     3,012.7      4,088.2
- ------------------------------------------------------------
Real estate                                                       473.8       584.4        440.9
- ------------------------------------------------------------
Policy loans                                                    1,606.0       660.5      1,609.9
- ------------------------------------------------------------
Other investments                                                 434.4       335.5        440.9
- ------------------------------------------------------------
Cash and short-term investments                                 1,725.4     2,133.0      1,414.6
- ------------------------------------------------------------  ---------   ---------    ---------
Total cash and investments                                     32,820.8    26,392.2     32,990.3
- ------------------------------------------------------------
Premiums and fees in course of collection                          33.3        42.4        (71.0)
- ------------------------------------------------------------
Accrued investment income                                         432.8       343.5        473.0
- ------------------------------------------------------------
Reinsurance recoverable                                           171.6        71.1        221.3
- ------------------------------------------------------------
Funds withheld by ceding companies                                 53.7        44.1         36.5
- ------------------------------------------------------------
Federal income taxes recoverable from parent company               64.7         6.9         89.5
- ------------------------------------------------------------
Goodwill                                                           49.5        52.4         47.6
- ------------------------------------------------------------
Other admitted assets                                              89.3        85.6         81.7
- ------------------------------------------------------------
Separate account assets                                        36,907.0    31,330.9     41,079.4
- ------------------------------------------------------------  ---------   ---------    ---------
Total admitted assets                                         $70,622.7   $58,369.1    $74,948.3
- ------------------------------------------------------------  =========   =========    =========

LIABILITIES AND CAPITAL AND SURPLUS
LIABILITIES:
Future policy benefits and claims                             $12,310.6   $ 5,872.9    $12,399.1
- ------------------------------------------------------------
Other policyholder funds                                       16,647.5    16,360.1     16,705.8
- ------------------------------------------------------------
Amounts withheld or retained by Company as agent or trustee       897.6       878.2      1,217.8
- ------------------------------------------------------------
Funds held under reinsurance treaties                             795.8       720.4        810.6
- ------------------------------------------------------------
Asset valuation reserve                                           484.5       450.0        488.4
- ------------------------------------------------------------
Interest maintenance reserve                                      159.7       135.4        122.5
- ------------------------------------------------------------
Other liabilities                                                 504.5       294.7        427.3
- ------------------------------------------------------------
Short-term loan payable to parent company                         140.0       120.0           --
- ------------------------------------------------------------
Net transfers due from separate accounts                         (789.0)     (761.9)      (789.2)
- ------------------------------------------------------------
Separate account liabilities                                   36,907.0    31,330.9     41,079.4
- ------------------------------------------------------------  ---------   ---------    ---------
Total liabilities                                              68,058.2    55,400.7     72,461.7
- ------------------------------------------------------------

CAPITAL AND SURPLUS:
Common stock, $2.50 par value:
  Authorized, issued and outstanding shares -- 10 million
  (owned by Lincoln National Corporation)                          25.0        25.0         25.0
- ------------------------------------------------------------
Surplus notes due to Lincoln National Corporation               1,250.0          --      1,250.0
- ------------------------------------------------------------
Paid-in surplus                                                 1,930.1     1,821.8      1,942.6
- ------------------------------------------------------------
Unassigned surplus (deficit)                                     (640.6)    1,121.6       (731.0)
- ------------------------------------------------------------  ---------   ---------    ---------
Total capital and surplus                                       2,564.5     2,968.4      2,486.6
- ------------------------------------------------------------  ---------   ---------    ---------
Total liabilities and capital and surplus                     $70,622.7   $58,369.1    $74,948.3
- ------------------------------------------------------------  =========   =========    =========
</TABLE>

See accompanying notes.                                                      L-1
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

STATEMENTS OF OPERATIONS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                                                          SIX MONTHS ENDED
                                                              YEAR ENDED DECEMBER 31      JUNE 30    JUNE 30
                                                              1998          1997          1999       1998
                                                              -----------   -----------   --------   ---------
                                                                                              (UNAUDITED)
                                                                                          --------------------
                                                                               (IN MILLIONS)
                                                              ------------------------------------------------
<S>                                                           <C>           <C>           <C>        <C>
PREMIUMS AND OTHER REVENUES:
Premiums and deposits                                          $12,737.6      $5,589.0    $3,666.0   $ 7,753.7
- ------------------------------------------------------------
Net investment income                                            2,107.2       1,847.1     1,100.7     1,050.7
- ------------------------------------------------------------
Amortization of interest maintenance reserve                        26.4          41.5        12.9        11.7
- ------------------------------------------------------------
Commissions and expense allowances on reinsurance ceded            179.9          99.7       380.7        82.2
- ------------------------------------------------------------
Expense charges on deposit funds                                   134.6         119.3        83.8        83.3
- ------------------------------------------------------------
Separate account investment management and administration
service fees                                                       396.3         325.5       210.3       195.7
- ------------------------------------------------------------
Other income                                                        31.3          21.3        68.8        11.6
- ------------------------------------------------------------   ---------      --------    --------   ---------
Total revenues                                                  15,613.3       8,043.4     5,523.2     9,188.9
- ------------------------------------------------------------

BENEFITS AND EXPENSES:
Benefits and settlement expenses                                13,964.1       4,522.1     4,459.7     7,875.4
- ------------------------------------------------------------
Underwriting, acquisition, insurance and other expenses          2,919.4       3,053.9       635.7     2,140.2
- ------------------------------------------------------------   ---------      --------    --------   ---------
Total benefits and expenses                                     16,883.5       7,576.0     5,095.4    10,015.6
- ------------------------------------------------------------   ---------      --------    --------   ---------
Gain (loss) from operations before dividends to
policyholders, income taxes and net realized gain on
investments                                                     (1,270.2)        467.4       427.8      (826.7)
- ------------------------------------------------------------
Dividends to policyholders                                          67.9          27.5        41.3        28.6
- ------------------------------------------------------------   ---------      --------    --------   ---------
Gain (loss) from operations before federal income taxes and
net realized gain on investments                                (1,338.1)        439.9       386.5      (855.3)
- ------------------------------------------------------------
Federal income taxes (credit)                                     (141.0)         78.3       104.3       (29.7)
- ------------------------------------------------------------   ---------      --------    --------   ---------
Gain (loss) from operations before net realized gain on
investments                                                     (1,197.1)        361.6       282.2      (825.6)
- ------------------------------------------------------------
Net realized gain on investments, net of income tax expense
and excluding net transfers to the interest maintenance
reserve                                                             46.8          31.3        58.4        44.2
- ------------------------------------------------------------   ---------      --------    --------   ---------
Net income (loss)                                              $(1,150.3)     $  392.9    $  340.6   $  (781.4)
- ------------------------------------------------------------   =========      ========    ========   =========
</TABLE>

See accompanying notes.

L-2
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                                                          SIX MONTHS ENDED
                                                              YEAR ENDED DECEMBER 31      JUNE 30    JUNE 30
                                                              1998          1997          1999       1998
                                                              -----------   -----------   --------   --------
                                                                                              (UNAUDITED)
                                                                                          -------------------
                                                                               (IN MILLIONS)
                                                              -----------------------------------------------
<S>                                                           <C>           <C>           <C>        <C>
Capital and surplus at beginning of year                        $2,968.4      $1,962.6    $2,564.5   $2,968.4
- ------------------------------------------------------------
Correction of prior year's asset valuation reserve                    --         (37.6)         --         --
- ------------------------------------------------------------
Correction of prior year's admitted assets                            --         (57.0)         --         --
- ------------------------------------------------------------    --------      --------    --------   --------
                                                                 2,968.4       1,868.0     2,564.5    2,968.4
CAPITAL AND SURPLUS INCREASE (DECREASE):
Net income (loss)                                               (1,150.3)        392.9       340.6     (781.4)
- ------------------------------------------------------------
Difference in cost and admitted investment amounts                (304.8)        (36.2)       (4.9)    (154.9)
- ------------------------------------------------------------
Nonadmitted assets                                                 (17.1)         (0.4)      (12.1)      (3.1)
- ------------------------------------------------------------
Regulatory liability for reinsurance                               (35.2)         (3.9)         --         --
- ------------------------------------------------------------
Life policy reserve valuation basis                                 (0.4)         (0.9)         --         --
- ------------------------------------------------------------
Asset valuation reserve                                            (34.5)        (36.9)       (3.9)     (64.3)
- ------------------------------------------------------------
Proceeds from surplus notes from shareholder                     1,250.0            --          --      500.0
- ------------------------------------------------------------
Paid-in surplus, including contribution of common stock of
affiliated company in 1997                                         108.4         938.4        12.4      100.0
- ------------------------------------------------------------
Separate account receivable due to change in valuation                --          (2.6)         --         --
- ------------------------------------------------------------
Dividends to shareholder                                          (220.0)       (150.0)     (410.0)    (110.0)
- ------------------------------------------------------------    --------      --------    --------   --------
Capital and surplus at end of year                              $2,564.5      $2,968.4    $2,486.6   $2,454.7
- ------------------------------------------------------------    ========      ========    ========   ========
</TABLE>

See accompanying notes.                                                      L-3
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS -- STATUTORY BASIS

<TABLE>
<CAPTION>
                                                                                        SIX MONTHS ENDED
                                                              YEAR ENDED DECEMBER 31    JUNE 30     JUNE 30
                                                              1998         1997         1999        1998
                                                              ----------   ----------   ---------   ---------
                                                                                             (UNAUDITED)
                                                                                        ---------------------
                                                                               (IN MILLIONS)
                                                              -----------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>
OPERATING ACTIVITIES
Premiums, policy proceeds and other considerations received   $ 13,495.2   $  6,364.3   $ 3,914.2   $ 8,030.1
- ------------------------------------------------------------
Allowances and reserve adjustments paid on reinsurance ceded      (632.4)      (649.2)      190.0      (192.9)
- ------------------------------------------------------------
Investment income received                                       2,003.9      1,798.8     1,040.9       984.5
- ------------------------------------------------------------
Separate account investment management and administration
service fees                                                       396.3        325.5       210.3       195.7
- ------------------------------------------------------------
Benefits paid                                                   (7,395.8)    (5,345.2)   (4,282.8)   (3,823.9)
- ------------------------------------------------------------
Insurance expenses paid                                         (2,909.7)    (3,193.0)     (804.3)   (2,684.9)
- ------------------------------------------------------------
Federal income taxes recovered (paid)                               84.2        (87.0)     (128.5)       34.1
- ------------------------------------------------------------
Dividends to policyholders                                         (12.9)       (28.4)      (38.8)      (30.3)
- ------------------------------------------------------------
Other income received and expenses paid, net                       207.0         (8.7)      210.5      (551.4)
- ------------------------------------------------------------  ----------   ----------   ---------   ---------
Net cash provided by (used in) operating activities              5,235.8       (822.9)      311.5     1,961.0
- ------------------------------------------------------------

INVESTING ACTIVITIES
Sale, maturity or repayment of investments                      10,926.5     12,142.6     3,448.9     5,113.9
- ------------------------------------------------------------
Purchase of investments                                        (16,950.0)   (10,345.0)   (3,848.4)   (8,920.8)
- ------------------------------------------------------------
Other sources (uses) including reinsured policy loans             (778.3)       529.1       314.7       766.8
- ------------------------------------------------------------  ----------   ----------   ---------   ---------
Net cash provided by (used in) investing activities             (6,801.8)     2,326.7       (84.8)   (3,040.1)
- ------------------------------------------------------------

FINANCING ACTIVITIES
Surplus paid-in                                                    108.4           --        12.5       600.0
- ------------------------------------------------------------
Proceeds from surplus notes from shareholder                     1,250.0           --          --          --
- ------------------------------------------------------------
Proceeds from borrowings from shareholder                          140.0        120.0          --          --
- ------------------------------------------------------------
Repayment of borrowings from shareholder                          (120.0)      (100.0)     (140.0)     (120.0)
- ------------------------------------------------------------
Dividends paid to shareholder                                     (220.0)      (150.0)     (410.0)     (110.0)
- ------------------------------------------------------------  ----------   ----------   ---------   ---------
Net cash provided by (used in) financing activities              1,158.4       (130.0)     (537.5)      370.0
- ------------------------------------------------------------  ----------   ----------   ---------   ---------
Net increase (decrease) in cash and short-term investments        (407.6)     1,373.8      (310.8)     (709.1)
- ------------------------------------------------------------
Cash and short-term investments at beginning of year             2,133.0        759.2     1,725.4     2,133.0
- ------------------------------------------------------------  ----------   ----------   ---------   ---------
Cash and short-term investments at end of year                $  1,725.4   $  2,133.0   $ 1,414.6   $ 1,423.9
- ------------------------------------------------------------  ==========   ==========   =========   =========
</TABLE>

See accompanying notes.

L-4
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION
    The accompanying statutory-basis financial statements have been prepared in
    conformity with accounting practices prescribed or permitted by the Indiana
    Department of Insurance ("Insurance Department"), except that they do not
    contain complete notes. These financial statements are unaudited and include
    all adjustments (consisting of normal recurring accruals) necessary for a
    fair presentation of the results. For further information, refer to the
    statutory-basis financial statements and notes as of December 31, 1998,
    1997, and 1996 and for each of the three years in the period ended
    December 31, 1998 included in this registration statement.

    Operating results for the six months ended June 30, 1999 are not necessarily
    indicative of the results that may be expected for the entire year ending
    December 31, 1999.

2. ACQUISITIONS AND SALES OF SUSIDIARIES
    In May 1999, the Company and LLANY announced its intention to transfer a
    block of direct individual disability income business to MetLife. Under an
    indemnity reinsurance agreement, MetLife will provide administrative
    services and assume liability for the Company's approximately $65 million of
    annual disability income premium. At closing, the Company will transfer cash
    equal to statutory reserves, net of ceding commissions, of approximately
    $500 million. Closing is targeted for the fourth quarter of 1999. The
    Company stopped writing disability income insurance in early 1996 but
    acquired additional disability income business in the 1998 transaction where
    the Company acquired the individual life insurance and annuity business of
    CIGNA.

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