AAL VARIABLE ANNUITY ACCOUNT II
485APOS, 1999-05-27
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                                             1933 Act Registration No. 333-71853
                                             1940 Act Registration No. 811-09225


                                As filed with the
               Securities and Exchange Commission on May 27, 1999.
- - --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-4

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                          Pre-Effective Amendment No. 1

                          Post-Effective Amendment No.


                                     and/or

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940

                                 Amendment No. 1

                         AAL VARIABLE ANNUITY ACCOUNT II
               (Exact name of registrant as specified in charter)

                          Aid Association for Lutherans
                               (Name of Depositor)
                             4321 NORTH BALLARD ROAD
                         APPLETON, WISCONSIN 54919-0001
               (Address of Principal Executive Offices)(Zip Code)

       Registrant's Telephone Number, including Area Code: (920) 734-5721

                              WOODROW E. ENO, ESQ.
             Senior Vice President, Secretary and General Counsel of
                          AID ASSOCIATION FOR LUTHERANS
                             4321 NORTH BALLARD ROAD
                         APPLETON, WISCONSIN 54919-0001
                     (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:  As soon as practicable  after the
effective date of the registration statement.

Title of Securities  Being  Registered:  Individual  Immediate  Variable Annuity
Contracts

It is proposed that this filing will become effective (check appropriate box):

[ ]  immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ]  on ________, pursuant to paragraph (b)(1) of Rule 485.
[ ]  60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ]  on ________, pursuant to paragraph (a)(1) of Rule 485
[ ]  this post-effective amendment designates a new effective date for a
     previously filed post-effective amendment.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933 or  until  this  Registration  Statement  shall  become
effective on such date as the  Commission  acting  pursuant to said Section 8(a)
shall determine.


<PAGE>





                          AAL VARIABLE ANNUITY ACCOUNT II
                                   PROSPECTUS
                                  _______, 1999
                                     for the
                            SINGLE PREMIUM IMMEDIATE
                          VARIABLE ANNUITY CERTIFICATES



This  prospectus  describes  the immediate  variable  annuity  certificate  (the
certificate)  Aid Association for Lutherans (AAL, we, us, our) offers.  We are a
fraternal benefit society organized under the laws of the State of Wisconsin. We
offer the  certificates to people (you, your) who are eligible for membership in
AAL as well as employees of AAL and its affiliates.

The certificate  may be sold to or issued in connection  with retirement  plans,
including  plans that qualify for special federal income tax treatment under the
Internal Revenue Code.


You may allocate  Premiums and transfer  your  investment  to one or more of the
seven  Subaccounts of AAL Variable Annuity Account II or the Fixed Account.  The
assets of each Subaccount are invested  solely in a  corresponding  Portfolio of
AAL Variable Product Series Fund, Inc. (the "Fund").


Under  the  certificate,  we make  periodic  Annuity  Payments  to you (or other
designated Payees). The dollar amount of each Annuity Payment may vary according
to  the  investment   performance  of  the  portfolios  in  which  the  selected
Subaccounts  invest and the  interest  we credit  under the Fixed  Account.  The
certificate is not considered a deposit or other obligation of any bank,  credit
union or any affiliated entity. The Federal Deposit Insurance Corporation (FDIC)
nor any other agency does not insure or protect the  certificates.  You bear the
investment risk of amounts invested in the Variable Account.

This prospectus sets forth concisely the information that you should know before
purchasing a certificate,  and it should be read and kept for future  reference.
We have filed a  Statement  of  Additional  Information,  bearing the same date,
which contains further information,  with the Securities and Exchange Commission
and incorporate by reference the Statement of Additional  Information  into this
prospectus.  The  Securities  and  Exchange  Commission  maintains  a  Web  site
(http://www.sec.gov)  that  contains the  Statement of  Additional  Information,
material  incorporated by reference and other information  regarding registrants
that file electronically with the Securities and Exchange Commission.  A copy of
the  Statement  of  Additional  Information  may be obtained  without  charge by
calling (800) 225-5225,  or by writing AAL at its principal office at 4321 North
Ballard Road, Appleton,  Wisconsin 54919-0001. The Telecommunications Device for
the Deaf (TDD) number is (800)  735-9644.  A Table of Contents for the Statement
of Additional Information appears in this prospectus on page --.

This  prospectus is not valid unless given with a current  prospectus of the AAL
Variable Product Series Fund, Inc.

These  certificates  have not been approved or disapproved by the Securities and
Exchange Commission, nor has the Commission passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.


You should read this prospectus carefully and keep it for future reference.

This  prospectus  does not constitute an offering in any  jurisdiction  in which
such offering may not lawfully be made. You should rely only on the  information
contained  in  this  document  or  that we have  referred  you to.  We have  not
authorized anyone to provide you with information that is different.


<PAGE>

                                TABLE OF CONTENTS


GLOSSARY........................................................................

SUMMARY.........................................................................

FEE AND EXPENSE TABLES..........................................................

CONDENSED FINANCIAL INFORMATION.................................................

PERFORMANCE INFORMATION.........................................................

AAL, THE VARIABLE ACCOUNT AND THE FUND .........................................
         AAL....................................................................
         The Variable Account...................................................
         The Fixed Account......................................................
         The Fund...............................................................

THE CERTIFICATE.................................................................
         Application and Purchase...............................................
         Crediting and Allocating Your Premium Payment..........................
         Free Look Period.......................................................
         Owners, Payees and Annuitants..........................................
         Adult and Juvenile Certificates........................................
         Beneficiaries..........................................................
         Assignments of Ownership...............................................
         Selecting an Annuity Payment Option....................................

ANNUITY OPTIONS.................................................................
         Fixed Period Income....................................................
         Life Income and Guaranteed Payment Period..............................
         Joint and Survivor Life Income with Guaranteed Payment Period..........
         Annuity Payment Dates..................................................

FIXED ACCOUNT ANNUITY PAYMENTS..................................................

VARIABLE ANNUITY PAYMENTS.......................................................
         First Variable Annuity Payment.........................................
         Subsequent Variable Annuity Payments...................................
         Subaccount Investment Factor...........................................
         Assumed Investment Return..............................................

TRANSFERS AMONG SUBACCOUNTS AND/OR FIXED ACCOUNT ....................
         Telephone Transfer Requests............................................

SURRENDERS AND WITHDRAWALS......................................................

DEATH OF THE OWNER AND/OR ANNUITANT.............................................

CERTIFICATE FEES AND CHARGES....................................................
         Sales Charge...........................................................
         Premium Tax Charge.....................................................
         Transfer Charge .......................................................
         Mortality and Expense Risk Charge......................................
         Miscellaneous Taxes ...................................................

GENERAL INFORMATION ABOUT THE CERTIFICATES....................................
         The Entire Contract....................................................
         Voting Rights..........................................................
         Surplus Refunds........................................................
         Reports to Owners......................................................
         Date of Receipt........................................................
         Payment by Check.......................................................
         Postponement of Payments...............................................
         Certificate Inquiries..................................................

FEDERAL TAX STATUS..............................................................
         Variable Account Tax Status............................................
         Diversification Requirements...........................................
         Taxation of Annuities in General.......................................
         Certificates Held by Natural Persons...................................
         Distributions..........................................................
         Distributions from Qualified Plans.....................................
         Penalty Tax on Premature Distributions.................................
         Federal Income Tax Withholding.........................................
         Death Proceeds.........................................................
         Additional Tax Considerations..........................................
         Multiple Certificates..................................................
         Tax Free Exchanges (1035 Exchanges)....................................
         Transfers among Subaccounts............................................
         Qualified Plans........................................................
         Rollover into an IRA...................................................
         Deferred Compensation Plans............................................
         Other Tax Considerations...............................................

OTHER INFORMATION...............................................................
         Rights Reserved by AAL.................................................
         Maintenance of Solvency................................................
         Distribution Arrangements..............................................
         Year 2000 Disclosure...................................................
         Legal Matters..........................................................
         Financial Statements...................................................


<PAGE>




                                    GLOSSARY

AAL, we, us, our: Aid  Association  for Lutherans,  a fraternal  benefit society
owned by and operated for its members.


Annuitant: The person on whose life or life expectancy the certificate is based.

Annuity Payment: One of a series of periodic distributions


Annuity  Payment  Date:  The date of the  month on which  you  elect to  receive
Annuity Payments.

Annuity Payment Period: The period during which Annuity Payments are made.


Annuity Unit: The accounting unit of measurement used to calculate the amount of
the Annuity Payment.


Annuity Unit Value:  The value of an Annuity  Unit for a Subaccount  for a given
Valuation Period.

Assumed Investment Return: The investment return upon which the variable Annuity
Payments are based.

Beneficiary:  The person who you have chosen to receive the Death  Proceeds upon
the Annuitant's death.

Certificate:  The  contract  between  you and us  providing  the single  premium
immediate variable annuity.

Certificate Anniversary: The same date in each year as the Issue Date.

Certificate Year: A period beginning on a Certificate  Anniversary and ending on
the day immediately preceding the next Certificate Anniversary.

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


Commuted Value:  The present value of any remaining future payments for the rest
of the guaranteed  payment  period.  In  calculating  the Commuted Value for the
Fixed Account, we will use a maximum interest rate of 2% higher than the maximum
valuation interest rate for single premium immediate  annuities for the year and
state in which the certificate was issued.  The maximum valuation  interest rate
for single premium  immediate  annuities is specified in your state's  insurance
laws.  For the variable  subaccounts,  the interest  rate we currently use is 1%
greater than the Assumed Investment Return you selected.

Death Benefit or Death Proceeds:  Upon the death of all Annuitant(s)  within the
guaranteed  payment  period,  the  beneficiary  can elect to continue  receiving
payments for the remaining  guaranteed  payment period,  or receive the Commuted
Value of those payments.

Fixed  Account:  Part of the general  account of AAL, that includes all of AAL's
assets other than those in any separate account of AAL.

Free  Look  Period:  The  period  of  time  during  which  you  may  cancel  the
certificate.


Fund: AAL Variable Product Series Fund, Inc.


Home Office: Our principal  executive office located at 4321 North Ballard Road,
Appleton, Wisconsin,  54919-0001. The toll-free number is 800-225-5225,  locally
(920)734-5721.

Issue Date: The effective date of the  certificate,  generally the date on which
we apply your Premium.


Member:  Generally, you must be Lutheran,  profess to be Lutheran or be a spouse
or child of such person to be eligible for membership.  You apply for membership
by completing a membership  application  at the time you complete an application
for the AAL Single  Premium  Immediate  Variable  Annuity or other AAL insurance
product. Associate Members do not have to buy an insurance product but the other
requirements apply.


Net Asset Value: Each Portfolio's share value at the close of regular trading on
the New York Stock Exchange (currently 4:00 p.m. Eastern Time) for any Valuation
Date.

Owner, you, your, yours: The person or entity who owns the certificate.

Payee: The person you designate to receive payments under the certificate.


Portfolio:  One of a  series  of the Fund  currently  available  for  investment
through a corresponding Subaccount.

Proof of Death: A certified copy of the death  certificate or a certified decree
of a court of  competent  jurisdiction  as to the  finding of death or any other
proof satisfactory to AAL.


Premium: The payment you invest in the certificate.


Qualified Plan: A retirement  plan which receives  favorable tax treatment under
Section 401, 403(b), 408 or 408A of the Code.


Service Center:  The AAL Variable  Products Service Center located at 4321 North
Ballard Road, Appleton, Wisconsin, 54919-0001. The toll-free telephone number is
(800)225-5225, locally (920)734-5721.


Subaccount:  A division of the  Variable  Account that  invests  exclusively  in
shares of a single portfolio of the Fund.

Valuation  Date:  Any  date we are  open for  business  and the New  York  Stock
Exchange is open for regular trading.

Valuation  Period:  The period of time from the end of one Valuation Date to the
end of the next Valuation Date.

Variable  Account:  AAL Variable Annuity Account II, which is a separate account
of AAL.

Written  Request:  A written request or notice signed by the Owner,  received in
good order by AAL at its Service Center and  satisfactory in form and content to
AAL.

                                     SUMMARY


This summary only gives you a brief overview of the more significant  aspects of
the  certificate.  Please  refer to the  remainder of this  prospectus  for more
detailed  information.  The  certificate  along with any riders or  endorsements
constitute the entire  agreement  between you and us. Please retain them as part
of your permanent records.


The Certificate


The certificate is an individual single premium immediate  variable annuity that
allows you to receive  periodic  payments  whose amounts are adjusted up or down
according to the performance of various underlying Subaccounts you select.


Purchase of the Certificate


You may purchase the certificate for a minimum single premium of $5000.


Investment Options


The  certificate  offers a choice  of seven  variable  investment  options.  The
certificate  also offers a Fixed Account  option under which we pay a fixed rate
of interest.


Each  variable  investment  option  or  Subaccount  invests  in a  corresponding
Portfolio of the Fund. The Portfolios include:

o    AAL Variable Product Money Market Portfolio

o    AAL Variable Product Small Company Stock Portfolio

o    AAL Variable Product Bond Portfolio

o    AAL Variable Product International Stock Portfolio

o    AAL Variable Product Balanced Portfolio

o    AAL Variable Product High Yield Bond Portfolio

o    AAL Variable Product Large Company Stock Portfolio

Charges and Deductions


There are charges that occur on the Variable  Account  level and the Fund level.
If you invest in the Variable  Account,  you will incur a mortality  and expense
risk charge  computed at an  aggregate  annualized  rate of 1.25% on the average
daily net asset value of the Variable Account. If you withdraw from or surrender
the  certificate,  we  calculate  the  Commuted  Value you receive for the Fixed
Account using a maximum  interest  rate of 2% higher than the maximum  valuation
interest rate for single premium  immediate  annuities for the year and state in
which the certificate was issued. For variable subaccounts,  we currently use an
interest  rate of 1%  greater  than  the  Assumed  Investment  Return  that  you
selected. Since we use a higher interest rate in calculating the Commuted Value,
the  certificate  has an indirect  withdrawal  and surrender  charge.  Also, the
amount that you will receive upon a withdrawal  or surrender of the  certificate
will be less than you would receive had you chosen to continue receiving Annuity
Payments. A daily charge based on a percentage of each Portfolio's average daily
net asset  value is payable by each  Portfolio  to its  investment  adviser.  In
addition to the investment  advisory fees, each Portfolio incurs other operating
expenses  that  may  vary.  See  the  accompanying   Fund  prospectus  for  more
information concerning the investment advisory fee.


Free Look Period


You may cancel your  certificate  within 10 days starting on the day you receive
it. This 10-day period is called the free look period.  Some states require that
we provide you a longer free look period. In some states we restrict the initial
premium  allocation to the AAL Variable Product Money Market  Subaccount  during
the free look period.  For more information  concerning our procedures see "Free
Look Period," page --.

Withdrawals and Surrenders

Unless your  certificate is irrevocable,  you may withdraw from or surrender the
certificate  for its Commuted  Value. If you take a withdrawal from or surrender
the  certificate  before  attaining  age  59-1/2,  you may be  subject  to a 10%
premature distribution penalty tax in addition to ordinary income tax.


Transfers


You may transfer all or a part of your certificate's value among the Subaccounts
or from the Subaccounts to the Fixed Account subject to certain limitations.  We
do not  allow  transfers  from the  Fixed  Account.  You may  make up to  twelve
transfers per Certificate Year.  Certain other  restrictions apply to transfers.
After the first two transfers  from the  Subaccounts  in a Certificate  Year, we
will impose a $25 transfer charge.


Annuity Payment Amount


We determine the amount of your Annuity  Payment  based upon your  Premium,  the
Annuity  Payment Option you choose,  and the investment  allocation(s)  that you
make.


Federal Tax Treatment

All or a portion of every  distribution  or Annuity  Payment  will  generally be
taxable as ordinary income.  The taxable portion of most  distributions  will be
subject to  withholding  unless  the Payee  elects  otherwise.  There may be tax
penalties if you take a  distribution  before  reaching age 59 1/2.  Current tax
laws may change at any time.

                             FEE AND EXPENSE TABLES

Certificate Owner Transaction Expense(s)


Sales Charge Imposed on Premium Payment                     None
Transfer Fee                                                $25(1)
Contingent Deferred Sales Charge                            None(2)

Annual Certificate Fees:                                    None

Variable Account Annual Expenses
(as a percentage of average Accumulated Value)


Mortality and Expense Risk Charges                          1.25%
Administrative Charge                                       None

Total Variable Account Annual Expenses                      1.25%

AAL Variable Product Series Fund, Inc. Annual Expenses:
(as a percentage of average net assets of each Portfolio):


                                                               Total Annual Fund
                                             Other Expenses    Expenses After
                         Investment          After Expense     Expense
Portfolio                Advisory Fees       Reimbursement     Reimbursement(3)

Money Market             0.35%                     0%              0.35%
Bond                     0.35                      0               0.35
Balanced                 0.33                      0               0.33
Large Company Stock      0.33                      0               0.33
Small Company Stock      0.35                      0               0.35
International Stock      0.80                      0               0.80
High Yield Bond          0.40                      0               0.40

The above  tables  are  intended  to assist you in  understanding  the costs and
expenses that you will bear  directly or indirectly  and reflect the expenses of
the Variable Account and the Fund. The certificates are not currently subject to
state premium  taxes.  For a more complete  description of the various costs and
expenses, see the prospectus for the AAL Variable Product Series Fund, Inc. that
accompanies this prospectus.



Notes to Fee and Expense Tables


1.   You can make two free  transfers from the  Subaccounts in each  Certificate
     Year.  We will  charge  a $25 fee for  each  subsequent  transfer.  See the
     Transfers  Among  Subaccounts  and/or  the Fixed  Account  section  in this
     prospectus  for more  information  on this charge and the  restrictions  on
     transfers from the Fixed Account.


2.   If you withdraw  from or  surrender  the  certificate,  we will pay you the
     Commuted Value of the future payments for the remaining  guaranteed payment
     period.  We calculate the Commuted  Value you receive for the Fixed Account
     using a maximum  interest  rate of 2%  higher  than the  maximum  valuation
     interest rate for single premium immediate annuities for the year and state
     in which the certificate was issued. For variable subaccounts, we currently
     use an interest rate that is 1% greater than the Assumed  Investment Return
     that you selected.  Since we use a higher  interest rate in calculating the
     Commuted Value,  the  certificate has an indirect  withdrawal and surrender
     charge.  Also,  the  amount  that you will  receive  upon a  withdrawal  or
     surrender of the  certificate  will be less than you would  receive had you
     chosen to continue receiving Annuity Payments.

3.   We have  agreed to pay on behalf of the Fund or to  reimburse  the Fund for
     all expenses in excess of 0.33% for the Balanced  and Large  Company  Stock
     Portfolios,  0.35% for the Money  Market,  Bond,  and Small  Company  Stock
     Portfolios,  0.80% for the International  Stock Portfolio and 0.40% for the
     High  Yield  Bond  Portfolio.  We can reduce or  terminate  this  voluntary
     reimbursement  upon 30-days' written notice to the Fund. Absent the expense
     reimbursement,  the total Portfolio  expenses for the period ended December
     31, 1998 would have been:


                                             Other               Total Annual
          Portfolio                          Expenses            Fund Expenses

         Money Market Portfolio               .09%                   0.44%
         Bond Portfolio                       .17                    0.52
         Balanced Portfolio                   .06                    0.39
         Large Company Stock Portfolio        .05                    0.38
         Small Company Stock Portfolio        .08                    0.43
         International Stock Portfolio*       .50                    1.30
         High Yield Bond Portfolio*           .14                    0.54


*    These  figures are based on the period  from March 2, 1998 to December  31,
     1998 and are annualized.

Examples

The following  examples  illustrate the expenses incurred on a $1,000 investment
assuming a 5% annual  return on assets and a female  Annuitant  age 40 with a 3%
Assumed Investment Return.

A. If you elect a Life Income payment option with a 10 year  Guaranteed  Payment
Period  and you do not  surrender  your  certificate  at the end of the  periods
shown:

                                  1 Year           3 Year

Money Market                       $16              $48
Bond                                16               48
Balanced                            16               47
Large Company Stock                 16               47
Small Company Stock                 16               48
International Stock                 20               61
High Yield Bond                     17               49

B. If you elect a 10 Year Fixed Period  payment  option and you do not surrender
your certificate at the end of the periods shown:

                                  1 Year           3 Year
Money Market                       $15              $40
Bond                                15               40
Balanced                            15               40
Large Company Stock                 15               40
Small Company Stock                 15               40
International Stock                 19               51
High Yield Bond                     15               41

C. If you elect a Life Income with a 10 year  Guaranteed  Payment Period and you
do surrender your certificate at the end of the periods shown:

                                  1 Year           3 Year
Money Market                       $27              $55
Bond                                27               55
Balanced                            27               54
Large Company Stock                 27               54
Small Company Stock                 27               55
International Stock                 32               68
High Yield Bond                     28               56

D. If you elect a 10 Year Fixed Period  payment option and you do surrender your
certificate at the end of the periods shown:


                                  1 Year           3 Year
Money Market                       $48              $60
Bond                                48               60
Balanced                            47               60
Large Company Stock                 47               60
Small Company Stock                 48               60
International Stock                 52               71
High Yield Bond                     48               61


Note:  The examples should not be considered  representations  of past or future
expenses for the Variable  Account or for any Portfolio.  Actual expenses may be
greater or less than those shown above. Similarly,  the 5% annual rate of return
assumed in the examples is not an  estimate or  guarantee  of future  investment
performance.





<PAGE>




                             PERFORMANCE INFORMATION

From time to time, the Variable Account may include in advertisements  and other
sales materials  several types of performance  information for the  Subaccounts.
This information may include "average annual total return." The Bond Subaccount,
the Balanced  Subaccount,  and the High Yield Bond Subaccount may also advertise
"yield."  The Money  Market  Subaccount  may  advertise  "yield" and  "effective
yield."

The performance  information that we may present is not an estimate or guarantee
of future  investment  performance and does not represent the actual  investment
experience of amounts  invested by a particular  Owner.  Additional  information
concerning a  Subaccount's  performance  appears in the  Statement of Additional
Information.

Total Return and Yield  Quotations.  Average annual total return figures measure
the net income of a Subaccount and any realized or unrealized gains or losses of
the underlying investments in the Subaccount, over the period stated.

Yield is a  measure  of the net  dividend  and  interest  income  earned  over a
specific  one-month  or 30-day  period  (seven-day  period for the Money  Market
Subaccount),  expressed as a percentage of the value of the Subaccount's Annuity
Units.  Yield is an  annualized  figure,  which  means  that we assume  that the
Subaccount  generates  the same level of net income  over a one-year  period and
compound that income on a semi-annual  basis.  We calculate the effective  yield
for the Money  Market  Subaccount  similarly,  but include the  increase  due to
assumed  compounding.  The Money  Market  Subaccount's  effective  yield will be
slightly higher than its yield due to this compounding effect.

Expense  and  performance  information  for the  Portfolios  may be  compared in
advertising, sales literature and other communications to that of other variable
products tracked by Lipper Analytical Services, Inc. (Lipper),  Variable Annuity
Research  Data  Service  (VARDS),  Morningstar,  Inc.  (Morningstar)  and  other
services.  In addition,  we may compare the performance of the Portfolios to the
S&P 500 Index,  the S&P SmallCap 600 Index,  the Wilshire  Small Cap Index,  the
Lehman Bond Index,  the Dow Jones Industrial  Average,  Merrill Lynch High Yield
Master Index and other widely recognized  indices.  Unmanaged indices assume the
reinvestment  of  dividends,  if any, but do not reflect any  deduction for fund
expenses.  We periodically report performance ratings in financial  publications
such as Forbes,  Barron's,  Fortune,  Money Magazine,  Business Week,  Financial
Planning, The New York Times and The Wall Street Journal.

We may also  report  other  information  concerning  the effect of  tax-deferred
compounding on a Subaccount's returns that may be illustrated by tables,  graphs
or charts. All income and capital gains derived from Subaccount  investments are
reinvested and lead to substantial  long-term  accumulation of assets,  provided
that the underlying Portfolio's investment experience is positive.


See the Fund  prospectus  and  Statement of  Additional  Information  for a more
complete  description  of the methods used to calculate a Portfolio's  yield and
total return.


                          AAL, THE ACCOUNT AND THE FUND

AAL


AAL is a fraternal benefit society owned by and operated for its members.  AAL's
mission is to bring  Lutheran  people  together to pursue quality living through
financial  security,  volunteer  action and help for others.  AAL was founded in
1902  under  the  laws of the  State of  Wisconsin  as a  non-stock,  non-profit
corporation.  As of December 31, 1998, AAL has approximately 1.7 million members
and  is one of the  world's  largest  fraternal  benefit  society  in  terms  of
statutory  assets (over $20 billion) and life  insurance in force ($85 billion),
ranking it in the top two percent of all life  insurers in the United  States in
terms of ordinary life insurance in force. AAL is currently licensed to transact
life  insurance  business in all 50 states and the  District of Columbia  and is
offering the certificates in all states except Connecticut,  Illinois, Maryland,
Mississippi, Montana, New Hampshire, New Jersey, New York, Oregon, Pennsylvania,
South Carolina, Utah, Vermont and Washington.


The Variable Account

We established the Variable  Account as a separate account under the laws of the
State of Wisconsin on February 4, 1999. The Variable  Account is registered as a
unit  investment  trust with the  Securities and Exchange  Commission  (the SEC)
under the Investment  Company Act of 1940 (the 1940 Act).  The Variable  Account
meets the definition of a separate  account under Federal  securities  laws. The
SEC does not supervise the management or investment practices or policies of the
Variable Account.


The Variable  Account is divided into  Subaccounts.  A Premium flows through the
Certificate  to either the Variable  Account or the Fixed  Account  according to
your  instructions.  From  the  Variable  Account,  the  Premium  flows  to  the
Subaccounts in the amounts or percentages you allocate. In turn, the Subaccounts
invest  in  shares  of one of the  corresponding  Portfolios  of the  Fund.  The
Portfolios  and their  investment  objectives  are described  below.  We make no
assurance that the Portfolios will meet their investment objectives.


You bear all the  investment  risk for Premiums  allocated  to the  Subaccounts.
Annuity  Payments  and  Commuted  Value  will vary with the  performance  of the
Subaccounts.


Under  Wisconsin  law, the assets of the Variable  Account that are equal to the
reserves  and  other  contract  liabilities  of the  Variable  Account  are  not
chargeable with liabilities arising out of any other business we may conduct. We
will  maintain  an amount of assets in the  Variable  Account  that always has a
value  approximately  equal to the reserves  allocated  to the Variable  Account
under the  certificates.  This amount will always be greater  than the  Commuted
Values  allocated to the Variable Account under the  certificates.  Income gains
and losses,  whether or not realized,  are, in accordance with the certificates,
credited to or charged against the Variable  Account without regard to our other
income,  gains or losses.  Obligations  arising under the  certificates  are our
obligations.


The Fixed Account


Amounts allocated to Fixed Account under the certificate are part of our general
account  which  supports  our  annuity  and  insurance  obligations.  Because of
exemptive and exclusionary  provisions,  we have not registered interests in the
Fixed  Account  under the  Securities  Act of 1933 nor the Fixed  Account  as an
investment  company under the 1940 Act. The SEC has not reviewed the  disclosure
relating to the Fixed Account. However,  disclosures regarding the Fixed Account
may be  subject  to  certain  generally  applicable  provisions  of the  federal
securities  laws  relating to the accuracy and  completeness  of  statements  in
prospectuses.


You have no voting rights with respect to Fixed Account values.

The Fund

You  may  allocate  your  Premium  to  one  or  more  of  the  Subaccounts.  The
Subaccounts,  in turn, invest in shares of a corresponding  Portfolio of the AAL
Variable  Product  Series  Fund,  Inc.  (the  Fund).  The  Fund  is  a  Maryland
corporation  registered  with  the SEC  under  the  1940  Act as a  diversified,
open-end  investment  company commonly known as a mutual fund. This registration
does  not  involve  supervision  by  the  SEC of the  management  or  investment
practices or policies of the Fund.

The Fund currently offers its shares to three of our separate accounts:  the AAL
Variable  Annuity Account I and II , and the AAL Variable Life Account I as well
as retirement plans including the Aid Association for Lutherans Savings Plan. We
also purchase Fund shares directly.

We serve as investment  adviser to the Fund and are registered as such under the
Investment Advisers Act of 1940.


The Variable  Account will purchase and redeem shares from the Fund at Net Asset
Value  without any sales or  redemption  charge.  We will  redeem  shares to the
extent  necessary to collect  charges  under the  certificates,  to make Annuity
Payments,  withdrawals or surrenders, to provide benefits under the certificates
or to transfer assets from a Subaccount to another  Subaccount  and/or the Fixed
Account as you request.

We  automatically  reinvest any dividends or capital gain  distribution  amounts
that we receive on shares of the  Portfolios  held  under the  certificates.  We
reinvest at the Portfolio's  net asset value on the date payable.  Dividends and
capital gain distribution  amounts will reduce the net asset value of each share
of the corresponding  Portfolio and increase the number of shares outstanding of
the Portfolio by an equivalent value. However,  these dividends and capital gain
distribution amounts do not change your Account Value.


The chart below  indicates the names of the Portfolios in which the  Subaccounts
invest, as well as the investment objectives, investment adviser and sub-adviser
for each Portfolio.

<TABLE>
<CAPTION>
<S>                                <C>                                          <C>              <C>
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------
                                                Investment                           Investment          Investment
           Portfolio                            Objectives                           Adviser             Sub-Adviser
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------

Money Market Portfolio             Seeks maximum current income and a                AAL                 Not Applicable
                                   constant  Net Asset  Value of $1.00 per share
                                   by  investing  in  high-quality,   short-term
                                   money market instruments.
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------

Bond Portfolio                     Strives for investment results                    AAL                 Not Applicable
                                   similar to the Lehman Brothers Aggregate Bond
                                   Index by  investing  primarily  in bonds  and
                                   other debt securities included in the Index.
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------

Balanced Portfolio                 Seeks capital growth and income by                AAL                 Not Applicable
                                   investing  in a mix of common  stocks,  bonds
                                   and money market instruments.  Securities are
                                   selected  consistent with the policies of the
                                   AAL  Variable  Product  Large  Company  Stock
                                   Portfolio,  Bond  Portfolio  and Money Market
                                   Portfolios.
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------


Large Company Stock Portfolio      Strives   for
                                   investment  results  that                         AAL                 Not  Applicable
                                   approximate the performance of the Standard &
                                   Poor's  500*  Composite  Stock Price Index by
                                   investing primarily in common stocks of the
                                   index.
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------

Small Company Stock Portfolio      Strives for investment results that               AAL                 Not Applicable
                                   approximate the performance of the
                                   S&P SmallCap 600* Index by
                                   investing primarily in common
                                   stocks of the Index.

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

International Stock Portfolio      Seeks long-term capital growth by                 AAL                 Oechsle International
                                   investing primarily in foreign                                        Advisors, LLC
                                   stocks.
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------

High Yield Bond Portfolio          Seeks high current income and                     AAL                 AAL Capital Management
                                   secondarily capital growth by                                         Corporation
                                   investing primarily in high risk,
                                   high yield bonds commonly referred
                                   to as "junk bonds."
- - ---------------------------------- -------------------------------------------- ---------------- --------------------------
</TABLE>




Before  selecting any Subaccount,  you should  carefully read the prospectus for
the Fund. The prospectus provides more complete information about the Portfolios
of the Fund in which the Subaccounts invest, including investment objectives and
policies,  charges  and  expenses.

     "Standard & Poor's(R)",  "S&P(R)",  "S&P 500(R)", "500", "Standard & Poor's
     SmallCap  600" and "S&P SmallCap  600" are  trademarks  of The  McGraw-Hill
     Companies,  Inc.  and have been  licensed  for use by AAL. The Fund and the
     certificates  are not sponsored,  endorsed,  sold or promoted by Standard &
     Poor's  and  Standard  &  Poor's  makes  no  representation  regarding  the
     advisability  of  investing  in the  Fund.  (Please  see the  Statement  of
     Additional  Information which sets forth certain additional disclaimers and
     limitations of liabilities on behalf of Standard & Poor's.)

High  yielding  fixed-income  securities,  such as those in which the High Yield
Bond Portfolio invests,  are subject to greater market  fluctuations and risk of
loss of income and principal than  investments  in lower  yielding  fixed-income
securities. You should carefully read about this Portfolio in the prospectus and
related  statement of  additional  information  for the Fund and  consider  your
ability  to  assume  the  risks of making  an  investment  in the  corresponding
Subaccount.

                                 THE CERTIFICATE

Application and Purchase


The certificate is an individual single premium immediate  variable annuity.  We
offer  certificates  to members,  people who are  eligible  for  membership  and
employees  of  AAL  who  reside  in  Wisconsin   (including   employees  of  our
subsidiaries and affiliates).

We may issue the certificate as one of the following:


     o  a Non-qualified Annuity;

     o  an annuity for a Qualified Retirement Plan;

     o  a Traditional Individual Retirement Annuity (Traditional IRA);

     o  an annuity for a Simplified Employee Pension Plan (SEP-IRA);

     o  a Roth Individual Retirement Annuity (Roth IRA); or

     o  a Tax Sheltered Annuity (TSA).


You may purchase a certificate by completing and submitting an application.  The
Annuitant  must be younger than 100 years as of the Issue Date.  Some states may
have additional limitations.

You may apply for a certificate by completing a traditional paper application or
an electronic  application  available  through your AAL  Representative.  If you
submit an electronic application,  you will be asked to certify the accuracy and
completeness  of the  information  in your  electronic  application  and  sign a
electronic  signature pad. The data will then be transmitted  electronically  to
us. We will attach a paper copy of your  application to your  certificate if the
certificate  can be issued.  The electronic  application may not be available in
your state.


You must give us or  arrange to have sent to us a single  Premium  Payment of at
least  $5,000  along  with  your  application.  You can not make any  additional
Premium  Payments  unless we agree.  Single  premium  payments  over  $1,000,000
require our prior written approval.


Certain  provisions of the certificates may vary from state to state in order to
conform with the law of the state in which you reside. This Prospectus describes
generally  applicable  provisions.  You should refer to your certificate for any
variations required by state law.


Crediting and Allocating Your Premium Payment

You may allocate your Premium to any  Subaccount of the Variable  Account and/or
the Fixed Account.  Your allocation must be in whole  percentages and total 100%
of the Premium.  You may not  allocate  less than $50 to any  Subaccount  or the
Fixed  Account.  We will  allocate  your Premium  according  to your  allocation
instructions on your  application.  If you do not designate  Premium  allocation
percentages, we will treat your application as not in good order.

If your  application  is in good  order,  we will  allocate  the Premium to your
chosen  Subaccount(s)  and/or Fixed Account (or in certain states,  to the Money
Market  Subaccount,  as  discussed  below)  within  two days of  receipt  of the
completed  application  and Premium.  If we determine the  application is not in
good order,  we will attempt to complete the  application  within five  business
days.  If the  application  is not complete at the end of this  period,  we will
inform  you of the reason for the delay and that the  Premium  will be  returned
immediately unless you specifically consent to our keeping the Premium until the
application is complete.


Once each day that we are open for  business,  we determine  the Net Asset Value
(NAV) per share of the underlying  Portfolios at the close of regular trading on
the New York Stock Exchange, currently 4:00 p.m. Eastern Time. We also determine
the Annuity Unit Value (AUV) of each  Subaccount  at the end of each day also at
4:00 p.m. Eastern Time. We do not determine the NAV or AUV on holidays  observed
by the Exchange or on holidays observed by AAL.

The Exchange is regularly closed on Saturdays and Sundays and on New Year's Day,
Martin Luther King Day, Presidents Day, Good Friday,  Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.  If one of these holidays falls on a
Saturday or Sunday,  the Exchange will be closed on the preceding  Friday or the
following Monday, respectively.  During 1999, AAL will be closed for business on
the Friday following Thanksgiving and the Monday after Christmas. On those days,
we will not purchase or redeem any shares of the Fund  notwithstanding  the fact
that the New York Stock  Exchange  will be open.  We will not purchase or redeem
any Annuity Units on any days that AAL is not open for business.


Free Look Period


Generally, you may return your certificate for cancellation within 10 days after
you initially receive it. However some states require a longer free look period.
Please review your certificate to determine your free look period.

In order to return your  certificate,  you must deliver or mail the  certificate
along  with a  Written  Request  to your AAL  Representative  or to our  Service
Center. Upon cancellation, the certificate will be void as of the Issue Date and
you will be entitled to receive an amount equal to the  certificate's  free look
value as of the date you  notify  us or the date we  receive  your  cancellation
request in our Service Center, whichever is earlier. The certificate's free look
value is the total of the free look value for each of the  variable  subaccounts
and  Fixed  Account  that you  selected.  The free  look  value  for each of the
variable  subaccounts is the Premium allocated to that Subaccount  multiplied by
the Subaccount  Investment  Factor for each Valuation  Period minus any payments
made attributable to that Subaccount.  The free look value for the Fixed Account
is the amount of Premium  allocated to the Fixed Account minus any payments made
from the fixed  account.  You will receive your money within seven days after we
receive your request for cancellation.  However,  if your certificate is an IRA,
and you  decide  to cancel it within  seven  days from the  receipt  of your IRA
disclosure, we will refund your Premium less any payments made.

Certain  states  require  a full  refund of  Premium  paid if a  certificate  is
returned during the free look period.  In these  situations we reserve the right
to place the Premium you  allocated  to the  variable  subaccounts  to the Money
Market Subaccount until the free look period expires plus an additional five-day
period to allow for your receipt of the certificate by mail.  After this period,
we will allocate the value of the Annuity  Units of the Money Market  Subaccount
to the  Subaccount(s)  according  to your  original  instructions.  In all  such
states, we will refund the greater of the Premium paid minus any payment paid or
the certificate's free look value.


Owners, Payees and Annuitants


You, as Owner,  are  typically  the  recipient  of all  distributions  under the
certificate.  Unless the Owner is an entity, the Owner is also the Annuitant. As
Owner, you can name Beneficiaries,  and transfer allocations between Subaccounts
and the  Fixed  Account.  You will  receive  all  Annuity  Payments  during  the
Annuitant's  lifetime,  unless  you  designate  another  person or entity as the
Payee. Keep in mind that if you designate another person or entity as Payee, you
may still be responsible for any income tax payable on the payments.


In the event the  Annuitant(s)  dies during the Guaranteed  Payment Period,  the
Death Proceeds will be payable to the named Beneficiary.  We use the Annuitant's
life to determine the amount and duration of any Annuity  Payments.  In the case
of a qualified  retirement  plan, the Annuitant is the plan  participant and the
Owner is the retirement plan.

Under certain  circumstances  other entities,  such as trusts,  may purchase AAL
products but are not eligible for membership.

Adult and Juvenile Certificates

We issue Adult  Certificates  to applicants  age 16 or older who become  benefit
members of AAL. We issue Juvenile  Certificates  when the proposed  Annuitant is
younger than age 16, but is otherwise eligible for benefit membership.


In the case of the Adult  Certificate,  the Annuitant must be 16 years of age or
older. Typically, the applicant of the certificate is the Owner and Annuitant of
the certificate.  While the Annuitant is alive, the Owner of the certificate may
exercise every right and enjoy every benefit  provided in the  certificate.  The
person who applies for the certificate  becomes a benefit member of AAL upon our
approval of the membership application.

For the Juvenile Certificate,  a Juvenile is named as the Annuitant and Owner of
the  certificate.  However,  because of age,  the Juvenile  cannot  exercise the
rights of  ownership.  Therefore,  an adult must apply on behalf of the Juvenile
and  retain  control  over  the  certificate.  The  adult  applicant  controller
exercises certain rights of ownership on behalf of the Juvenile Annuitant. These
rights are  described  in the  certificate.  The adult  controller  may transfer
control  to  another  eligible  person,  but cannot  transfer  ownership  of the
certificate.


Transfer  of  control  to the  Juvenile  Annuitant  will take place at the first
Certificate Anniversary Date following the earlier of:

     o    the Annuitant's 21st birthday; or

     o    the  Annuitant's  16th birthday after the adult  controller  transfers
          control to the Annuitant in writing; or

     o    the death of the adult controller after the Annuitant's 16th birthday.


If the person who has control of the certificate dies before the Annuitant gains
control,  control will be vested in an eligible person  according to our Bylaws.
If we determine  that it is best for the Annuitant,  we may transfer  control of
the certificate to some other eligible person according to our Bylaws.


The  Juvenile  Annuitant  will  become  a  benefit  member  of AAL on the  first
Certificate Anniversary Date on or following the Juvenile's 16th birthday.

Beneficiaries


You may name one or more  Beneficiaries  to receive the Death  Proceeds  payable
under  the  certificate,  if  any.  If no  Beneficiary  has  been  named  or the
Beneficiary  does not survive the Annuitant,  the Death Proceeds will be paid to
you, if living, otherwise to your estate. Our Bylaws list persons eligible to be
Beneficiaries.  You may designate beneficiaries as either first, second or third
class.  Unless  otherwise  specified,  we will distribute  Death Proceeds in the
following order to Beneficiaries:


     o    equally to the  Beneficiaries  in the first class. If none are living,
          then;

     o    equally to the  Beneficiaries in the second class. If none are living,
          then;

     o    equally to the Beneficiaries in the third class.

If a Beneficiary  dies within 15 days after the death of the Annuitant,  we will
consider  the  Beneficiary  to have died before the  Annuitant  for  purposes of
paying the Death Proceeds.

You may change Beneficiaries by sending a Written Request to our Service Center.
We will give you a special form to make this request. We must approve any change
in  Beneficiary.  Any such change is effective on the date you designate on your
Written  Request,  or the date we receive  your  Written  Request at our Service
Center  if no date  appears  on the  request.  A change in  Beneficiary  is only
effective if the request was mailed or  delivered  to us while the  Annuitant is
alive.  We are not liable for any payments made or actions taken by us before we
receive and approve changes in Beneficiary designations.

If you elect not to have a  Guaranteed  Payment  Period or all  Annuitants  live
beyond the Guaranteed Payment Period, no Death Proceeds will be payable.

Assignments of Ownership


The certificate can not be sold, assigned,  discounted, or pledged as collateral
for a loan or as  surety  for  performance  of an  obligation  or for any  other
purpose.


                       SELECTING AN ANNUITY PAYMENT OPTION


The  Annuity  Payment  Option  specifies  the  type of  annuity  to be paid  and
determines how long the annuity will be paid, the frequency of payment,  and the
amount of the first Annuity Payment.  You must select the Annuity Payment Option
when applying for the  certificate.  This election is irrevocable  once we issue
the certificate.  You must also select the Subaccounts  and/or the Fixed Account
to which we will apply your Premium. Except as discussed in the Free Look Period
section, the Annuity Unit Value for each Subaccount selected as of the Valuation
Date when we  receive  your  Premium,  will be used to  calculate  the number of
Annuity Units which determine your first Variable  Annuity  Payment.  Your total
Annuity  Payment will be the Fixed  Account  Annuity  Payment,  if any, plus the
Variable Account Annuity Payment.

You must elect at time of application  whether the  certificate  and its Annuity
Payments will be either  irrevocable or revocable.  If you elect the irrevocable
option, you cannot later change the Annuity Payments, or receive a withdrawal or
surrender from the certificate. If you elect the revocable option, you can later
change the Annuity Payments, receive withdrawals, and surrender the certificate.
If you elect the  revocable  option,  you can  later  change to the  irrevocable
option.  If you elect the  irrevocable  option,  you cannot  later change to the
revocable option once we issue the certificate.

If you do not have any other sources of funds for emergencies or other financial
needs which may arise, an irrevocable  certificate may be inappropriate for you.
In addition,  even though you can take withdrawals from or surrender a revocable
certificate,  a revocable certificate may be inappropriate for you if you intend
on  taking   additional   withdrawals  from  or  surrendering  the  certificate,
particularly in the short term.

If you do not specify an Annuity Payment Option,  we will treat your application
as not being in good order. If you do not specify whether or not the certificate
and its Annuity  Payments will be  irrevocable  or revocable,  we will issue the
certificate as revocable.

You must also tell us at time of application  which  financial  institution  and
account you would like your payments sent to. We will send your annuity payments
via electronic funds transfer to the financial  institution that you request. If
you do not tell us which  financial  institution and account you would like your
annuity  payments  sent to, we will treat your application  as not being in good
order.


                             ANNUITY PAYMENT OPTIONS

Fixed Period Income


We make Annuity  Payments at regular  intervals  for a fixed number of payments,
not to exceed the greater of 30 years or the  Annuitant's  life  expectancy.  We
call this payment  period the  "Guaranteed  Payment  Period".  At the end of the
Guaranteed  Payment Period, all of the Annuity Payments will have been paid, the
Commuted  Value  of the  certificate  will be  zero,  and the  certificate  will
terminate.


Life Income with Guaranteed Payment Period


We make Annuity Payments at regular intervals for the lifetime of the Annuitant.
If the Annuitant dies during the  Guaranteed  Payment  Period,  we will continue
payments to the Beneficiary to the end of the Guaranteed Payment Period. You may
choose a  Guaranteed  Payment  Period  of 0 to 30 years at the time we issue the
certificate.  The  amount of the  payments  depends  upon the sex and age of the
Annuitant,  at the time we  issue  the  certificate.  If you  select  a  shorter
Guaranteed  Payment Period,  you will receive larger Annuity Payments.  Both the
Commuted Value and Death  Proceeds,  however,  will be smaller if the Guaranteed
Payment Period is shorter.  If you die after the end of the  Guaranteed  Payment
Period,  no Death  Proceeds will be payable.  Also, no surrenders or withdrawals
are permitted after the end of the Guaranteed  Payment Period.  If you have poor
health or have a shortened life expectancy, you may want to consider selecting a
longer Guaranteed Payment Period.


Joint and Survivor Life Income with Guaranteed Payment Period


We  make  Annuity  Payments  at  regular  intervals  for  the  lifetime  of both
Annuitants.  Unless  an  entity  is the  Owner,  the  Annuitants  also  own  the
certificate as joint owners.  Upon the death of one of the  Annuitants,  we will
continue  payments  for  the  lifetime  of  the  surviving  Annuitant.  If  both
Annuitants die during the Guaranteed  Payment Period,  we will continue payments
to the  Beneficiary  to the end of that  period.  You may  choose  a  Guaranteed
Payment  Period  of 0 to 30 years at the time of issue.  You may also  choose to
have the Annuity  Payment  reduce  after the death of the first  Annuitant.  The
Annuity  Payment may reduce by a factor of 1/2,  1/3, or 1/4. We will reduce the
payments immediately after the later of the first death of one of the Annuitants
and the end of the Guaranteed  Payment Period.  A higher  reduction  amount will
result in a higher payment while both  Annuitants  are alive.  The amount of the
payments depends upon the age and sex of the Annuitants at the time of issue.


Annuity Payment Dates


We compute and pay all Annuity  Payments  after the first Annuity  Payment as of
three  business  days prior to the day on which you selected to receive  Annuity
Payments.  If you do not select a payment date, the Annuity Payment Date will be
three  business  days prior to the same day of the month as the Issue Date.  The
date on which we compute and pay Annuity  Payments is the Annuity  Payment Date.
These dates are  generally  the same day of the month as the Annuity  Start Date
based on the Annuity Payment frequency you select.  Annuity Payments may be made
monthly,  quarterly,  semi-annually and annually. The annual Annuity Payment may
be divided  into twelve (12) equal  monthly  payments.  Under this  option,  the
annual  Annuity  Payment  will be  distributed  from  the  variable  subaccounts
annually, but will be placed in the fixed account to earn interest. We will then
make monthly payments from the fixed account for the remainder of the year. Once
you select the Annuity Payment frequency, it may not be changed.


In the event that you do not select a payment  frequency,  Annuity Payments will
be made monthly.
                         FIXED ACCOUNT ANNUITY PAYMENTS


You may choose to  deposit  some or none of your  Premium  in the Fixed  Account
portion of the certificate.

Premiums deposited in the Fixed Account will fund guaranteed  periodic payments.
We will  determine  the  guaranteed  Annuity  Payment  at the time we issue  the
certificate.  We may  pay  more  than  the  guaranteed  Annuity  Payment  if the
investment experience of the Fixed Account is more favorable than the guaranteed
interest rate shown in the certificate. We may also pay more than the guaranteed
payment if our mortality experience or administration expenses are favorable. We
may change the amount of the Fixed Account Annuity Payment at any time, but will
not pay an amount lower than the guaranteed payment.


Premiums placed in the Fixed Account may not be transferred to the Subaccounts.

                            VARIABLE ANNUITY PAYMENTS

First Variable Annuity Payment


Variable  Annuity  Payments are periodic  payments we make,  the amount of which
varies  from  one  Annuity  Payment  Date to the next as a  function  of the net
investment performance of the Subaccounts you selected. The dollar amount of the
first Variable Annuity Payment depends on the Annuity Payment Option chosen, the
age of the Annuitant, the gender of the Annuitant (if applicable), the amount of
Premium  applied to  purchase  the  Variable  Annuity  Payments,  and an Assumed
Investment Return that you select.


The dollar value of the first Variable  Annuity  Payment is the sum of the first
Variable Annuity Payments attributable to each Subaccount.  The dollar amount of
the first total Annuity Payment is the sum of the first Variable Annuity Payment
and the Fixed Account Annuity Payment.

Annuity Units


We initially  determine the number of Annuity  Units for each  Subaccount on the
Issue Date.  We calculate  the number of Annuity  Units for each  Subaccount  by
dividing  the amount of the first  Variable  Annuity  Payment  allocable to that
Subaccount by the Annuity Unit Value for that  Subaccount on the Issue Date. The
number of Annuity  Units  attributable  to each  Subaccount  under a Certificate
remains fixed  unlessthere  is a transfer of Annuity Units between  Subaccounts.
Subsequent Variable Annuity Payments


We determine  the dollar  amount of each  subsequent  Variable  Annuity  Payment
attributable  to each  Subaccount by multiplying  the number of Annuity Units of
that  Subaccount by the Annuity Unit Value for that Subaccount for the Valuation
Period ending on the Annuity  Payment Date, or during which the Annuity  Payment
Date falls.  We aggregate  the  subsequent  Variable  Annuity  Payments for each
Subaccount to determine the Variable  Annuity  Payment.  When an Annuity Payment
Date would fall on a day that is not a Valuation Date, we calculate the Variable
Annuity Payment as of the Valuation Date  immediately  preceding what would have
been the Annuity Payment Date.


The Annuity Unit Value of each Subaccount for any Valuation Period is equal to:

          the Annuity Unit Value for the preceding Valuation Period;  multiplied
          bythe Subaccount  Investment  Factor for the current Valuation Period;
          multiplied by


          a daily  discount  factor  which  adjusts  the  Annuity  Unit Value to
          reflect the Assumed  Investment  Return.  This factor is compounded to
          reflect the number of days in the Valuation Period.

Subaccount Investment Factor

The Subaccount Investment Factor for any Valuation Period is equal to:

     o    the Net Asset Value of the corresponding  Fund Portfolio at the end of
          the Valuation Period;

     o    plus the amount of any  dividend,  capital gain or other  distribution
          paid by the  Portfolio  if the  "ex-dividend"  date occurs  during the
          Valuation Period;

     o    plus or minus any cumulative  credit or charge for taxes reserved from
          the operation of the Portfolio;

     o    minus the dollar  amount of the  mortality  and expense risk charge we
          deduct each day in the Valuation Period; and

     o    divided by the Net Asset Value of the corresponding  Fund Portfolio at
          the beginning of the Valuation Period.

Assumed Investment Return


The Annuity Unit Value for each  Subaccount  will  increase or decrease from one
Annuity  Payment  Date to the next in direct  proportion  to the net  investment
return of that Subaccount less an adjustment for Assumed  Investment Return that
you selected.  The purpose of the adjustment is to ensure the Annuity Unit Value
only changes when the Subaccount  Investment  Factor represents a rate of return
greater than or less than the Assumed Investment Return you selected.


The Certificate  permits you to select one of three Assumed Investment  Returns:
3%, 4% or 5%. A higher Assumed Investment Return will result in a higher initial
payment,  a more  slowly  rising  series  of  subsequent  payments  when  actual
investment  performance  (minus any deductions and expenses) exceeds the Assumed
Investment  Return,  and a more rapid drop in  subsequent  payments  when actual
investment  performance  (minus any  deductions  and  expenses) is less than the
Assumed Investment Return.


For  example,  if you  select  a 5%  Assumed  Investment  Return  and if the net
investment  return of the  Subaccount  is equal to 5%  annualized , the Variable
Annuity Payment attributable to that Subaccount for that period will be the same
as the previous  Variable Annuity  Payment.  To the extent that the Subaccount's
net investment  return exceeds an annualized  rate of return of 5% for a payment
period,  the  Variable  Annuity  Payment  for that  period will be more than the
previous Variable Annuity Payment. To the extent that the Subaccount's return is
less than an annualized rate of 5%, the Variable Annuity Payment for that period
will be less than the previous Variable Annuity Payment.


              TRANSFERS AMONG SUBACCOUNTS AND/OR THE FIXED ACCOUNT


Except for certain  restrictions  mentioned  below, you may transfer the Annuity
Units of one or more  Subaccounts  to one or more other  Subaccounts  and/or the
Fixed Account. We will process requests for transfer that we receive before 4:00
p.m.  Eastern Time as of the close of business on that  Valuation  Date. We will
process  requests we receive  after that time as of the close of business on the
following Valuation Date.


To accomplish a transfer from a Subaccount,  we will redeem the Annuity Units in
that  Subaccount  and  reinvest  that  value  in  Annuity  Units  of  the  other
Subaccounts  and/or the Fixed  Account you  specified.  We impose the  following
restrictions on transfers:

     o    You may make two free transfers in each  Certificate  Year. After that
          we will  charge you $25 for each  subsequent  transfer.  We deduct the
          transfer  charge  from your  value in the  Subaccount  from  which the
          transfer was made. When you transfer from two or more Subaccounts,  we
          apply the $25 transfer charge among those Subaccounts in proportion to
          the amounts you transfer.

     o    You may not transfer from the Fixed Account.


     o    You may make up to twelve transfers each Certificate Year.


Telephone Transfer Requests


If we  receive  a  signed  Telephone  Transaction  Authorization  (found  on the
certificate  application and on the Variable Annuity Option Selection Form), you
may make  withdrawals  and  transfers  pursuant to your  telephone  instructions
("Telephone  Request").  We employ reasonable  security procedures to ensure the
authenticity of telephone instructions, including, among other things, requiring
identifying  information,   recording   conversations,   and  providing  written
confirmations   of   transactions.   Nevertheless,   we  will  honor   telephone
instructions from anyone who provides the correct  identifying  information.  We
may be liable for losses due to unauthorized or fraudulent  instructions only if
we fail to observe reasonable procedures.


If several people want to make Telephone  Requests at or about the same time, or
if our  recording  equipment  malfunctions,  we may  not be able  to  allow  any
Telephone  Requests  at that time.  If this  happens,  you must submit a Written
Request to our Service  Center.  If there is a  malfunction  with the  telephone
recording  system or the quality of the  recording  itself is poor,  we will not
process the transaction.


The phone number for telephone  transactions is  (800)225-5225  or (920)734-5721
locally. We reserve the right to suspend or limit telephone transactions.


                           SURRENDERS AND WITHDRAWALS


If you elected the revocable  option,  you may surrender the  certificate at any
time while an Annuitant is alive. If you elected a Fixed Period Income,  you may
withdraw up to the Commuted Value of the certificate. If you elected a Single or
Joint Life Income,  you may withdraw up to the Commuted Value of the certificate
minus all previous  withdrawals.  To surrender your  certificate and receive the
Commuted Value, you must submit a Written Request to our Service Center. We will
not  accept  Telephone  Requests  for  surrender  requests.  We must  receive  a
withdrawal or surrender request by 4:00 p.m. Eastern Time on a Valuation Date in
order to process it on the same day. We will send your  withdrawal  or surrender
amount by  electronic  funds  transfer  to the  financial  institution  that you
request.

We will pay you the requested  withdrawal or surrender  amount within seven days
of our receipt of your request. In certain cases we may postpone payment of your
withdrawal  or  surrender  beyond the seven days.  Please see  "Postponement  of
Payments"  for more  information.  You may select the source of a withdrawal  by
specifically indicating the Subaccount or Fixed Account.  However, we must agree
to any  selection.  If you request a withdrawal and do not specify the source of
the withdrawal (the specific  Subaccount(s) or Fixed Account),  we will take the
withdrawal on a pro rata basis from each  Subaccount and the Fixed Account.  You
may not withdraw  less than $1000 at one time.  If you make a Telephone  Request
for a withdrawal,  we are required to withhold 10% for federal income taxes.  If
you  take a  withdrawal,  we will  issue  you a  supplemental  contract  for the
remaining Annuity Payments.

If you  elected  the  irrevocable  option,  you  may  not  surrender  or  make a
withdrawal from the certificate.

You  should  consult  your  tax  adviser  regarding  the tax  consequences  of a
withdrawal  or surrender.  A withdrawal or surrender  made before you attain age
59-1/2 may result in adverse tax consequences, including the imposition of a 10%
federal income tax penalty. See "Federal Tax Status" for more details.


                       DEATH OF THE OWNER AND/OR ANNUITANT


If you are a joint  Annuitant  and joint  Owner,  and die during the  Guaranteed
Payment  Period,  we will continue making payments to the surviving joint Owner,
if any. The surviving  joint Owner,  if any, will become the sole  Annuitant and
Owner. If you are a joint Annuitant and joint Owner and die after the end of the
Guaranteed  Payment Period,  we will make payments to the surviving joint Owner,
if any, based upon the reduction factor you selected.

If you are the only  Annuitant and Owner and die during the  Guaranteed  Payment
Period,  we will continue making payments to your  Beneficiary for the remainder
of the Guaranteed  Payment Period, if any. Your Beneficiary will have the option
of receiving  the Commuted  Value as a single lump sum in lieu of  continuing to
receive payments.

If you are the only  Annuitant  and Owner and die after the  Guaranteed  Payment
Period, no Death Proceeds would be payable.

If the Owner is an entity,  upon the Annuitant's  death, we will continue making
payments to the Beneficiary for the remainder of the Guaranteed  Payment Period,
if any. Generally, the Owner will also be the Beneficiary.  The Beneficiary will
have the option of receiving the Commuted  Value as a single lump sum in lieu of
continuing  to receive  payments.  If the  Annuitant  died after the  Guaranteed
Payment Period, no Death Proceeds would be payable.


Upon your death, any remaining  Annuity Payments will be distributed at least as
rapidly  as under the method of  distribution  being used as of the date of your
death.


We will  calculate  the Death  Proceeds  payable as of the date of death when we
receive notice of the death.

We will  recover  from the payee or recipient  any Annuity  Payments  made on or
after the date of death but before we receive notice of the death.


Before we can process any Death Proceeds, we must receive:

     o    proof that the Annuitant or Owner died;

     o    a completed claim form; and

     o    any other information that we reasonably require to process the claim.



Upon receipt of  instructions  in proper form from the  Beneficiary  or Owner to
resume Annuity Payments, we will make any Annuity Payments which had went unpaid
since we had received  notice of the death.  We will then resume making  Annuity
Payments. If we receive instructions to pay the Death Proceeds in a lump sum, we
will pay the Commuted Value as of the date of death,  plus  interest,  minus any
Annuity Payments made before we were notified of the death.



                          CERTIFICATE FEES AND CHARGES

Sales Charge

There is no sales charge deducted from your Premium Payment.

Premium Tax Charge

There is currently no premium tax applicable to the Certificates.


Withdrawal or Surrender Charge

There is no direct withdrawal or surrender charge applicable to the certificate,
but if you  withdraw  from or  surrender  the  certificate,  we will pay you the
Commuted Value of the  certificate.  We calculate the Commuted Value you receive
for the Fixed  Account  using a  maximum  interest  rate of 2%  higher  than the
maximum valuation  interest rate for single premium immediate  annuities for the
year and state in which your certificate was issued.  For variable  subaccounts,
we currently use an interest rate that is 1% greater than the Assumed Investment
Return that you selected. Since we use a higher interest rate in calculating the
Commuted Value, the certificate has an indirect withdrawal and surrender charge.
Also,  the amount that you will receive  upon a  withdrawal  or surrender of the
certificate will be less than you would have received had you chosen to continue
receiving Annuity Payments.


Transfer Charge

You may make two free transfers in each Certificate Year. We will charge you $25
for each subsequent transfer.

Mortality and Expense Risk Charge


We deduct from Variable  Account assets a daily charge at an annualized  rate of
1.25% of the average daily net asset value of the Variable Account  attributable
to the  certificates.  This charge  compensates  us for assuming  mortality  and
expense risks under the certificates.


We expect to earn a profit on the charge.

In assuming the mortality risk, we incur the risks that

     o    Our actuarial estimate of mortality rates may prove erroneous, and

     o    Annuitants will live longer than expected.


In  assuming  the expense  risk,  we incur the risk that the  revenues  from the
expense  charges  under the  certificates  (charges  that we guarantee  will not
increase) will not cover our expense of administering the certificates.


Miscellaneous

Each Portfolio  pays charges and expenses out of its assets.  The prospectus for
the Fund describes the charges and expenses.


We reserve the right to impose charges or establish  reserves for any federal or
local  taxes  that we incur  today or may incur in the  future  and that we deem
attributable to the certificates.


Taxes

Currently,  we do not assess a charge  against the Variable  Account for federal
income taxes or state premium  taxes.  We may assess such a charge in the future
if income or gains within the Variable  Account result in any federal income tax
liability to us or we become  subject to state  premium  taxes.  Charges for any
other taxes  attributable to the Variable  Account may also be made. See Federal
Tax Status.

                   GENERAL INFORMATION ABOUT THE CERTIFICATES

The Entire Contract

The entire contract between you and us consists of:


     o    the certificate;


     o    the application;

     o    attached endorsements or amendments, if any; and


     o    the AAL Articles of Incorporation  and Bylaws in force as of the Issue
          Date of your certificate.

We treat any statements you make in the application as  representations  and not
warranties.  We will not use a statement  to void the  certificate  or to deny a
claim unless it appears in the application. No representative of ours except the
president or the secretary may change any part of the certificate on our behalf.
We will not be able to contest the  certificate  after it has been in effect for
two years from its Issue Date, provided that the Annuitant is still living.


Voting Rights


There are certain voting rights  attributable  to the Portfolios  underlying the
Variable Account portion of the  certificates.  As required by law, we will vote
the  Portfolio  shares  held in a  Subaccount.  We will  vote  according  to the
instructions of certificate Owners who have interests in any Subaccount involved
in the matter being voted upon. If the 1940 Act or any related regulation should
be amended or if the present  interpretation of it should change and as a result
we determine that we are permitted to vote the Fund shares in our own right,  we
may elect to do so.


We  determine  the number of votes you have the right to cast by  applying  your
percentage interest in a Subaccount to the total number of votes in the Variable
Account attributable to the entire Subaccount.  We will count fractional shares.
We determine  the number of votes of the Portfolio you have the right to cast as
of the record  date.  These votes are cast at the  meeting of the Fund.  We will
solicit voting instructions by writing you before the meeting in accordance with
procedures established by the Fund.

Any  Portfolio  shares held in a Subaccount  for which we do not receive  timely
voting instructions will be voted by us in proportion to the voting instructions
we receive for all Owners  participating  in that  Subaccount.  We will vote any
Portfolio  shares held by us or our  affiliates  in  proportion to the aggregate
votes of all  shareholders  in the Portfolio.  We will send to everyone having a
voting  interest in a Subaccount  proxy  materials,  reports and other materials
relating to the appropriate Portfolio.

Surplus Refunds


If our Board of Directors declares any surplus refunds to certificate Owners, we
will pay you such surplus  refunds on the portion that you have allocated to the
Fixed  Account.  Surplus  refunds  are paid in cash  with that  portion  of each
payment attributable to the Fixed Account.


Reports to Owners


At least annually,  we will mail you a report showing the Surrender Value, Death
Benefit and Annuity Payments for your certificate as of a date not more than two
months prior to the date of mailing and any further information  required by any
applicable  law.  We will mail  reports  to you at your last  known  address  of
record.  We will also promptly mail a confirmation of each Premium,  withdrawal,
surrender or transfer you make.


Date of Receipt

Unless  we state  otherwise,  the Date of  Receipt  by us of any  Premium  made,
Written Request, Telephone Request or any other communication is the actual date
it is received at our Service  Center in proper  form.  If we receive them after
the close of  regular  trading  on the New York  Stock  Exchange,  usually  4:00
Eastern Time or on a date which is not a Valuation  Date,  we will  consider the
Date of Receipt to be the next Valuation Date.

Payment by Check

If you make a Premium by check and your check is returned to us for insufficient
funds, we do reserve the right to seek reimbursement for any payments we made to
you.

Postponement of Payments

We will  normally make  payments of your  withdrawal  or surrender  value within
seven days after we receive your request at our Service Center.  However, we may
delay this payment or any other type of payment  from the  Variable  Account for
any period when:

     o    the New York Stock Exchange is closed for trading other than customary
          weekend and holiday closings;

     o    trading on the New York Stock Exchange is restricted;

     o    an  emergency  exists,  as a  result  of  which  it is not  reasonably
          practicable  to dispose of  securities  or to fairly  determine  their
          value; or

     o    the SEC by order permits the delay for the protection of Owners.

We may also postpone  transfers and  allocations  among the  Subaccounts and the
Fixed Account under these circumstances.  We may delay payment of any withdrawal
or surrender  value from the Fixed Account for up to six months after we receive
a request at our Service Center.

Certificate Inquiries


You may make  inquiries  regarding  the  certificate  by writing or calling  our
Service  Center.  The address for the Service  Center is: AAL Variable  Products
Service Center, 4321 North Ballard Road, Appleton,  Wisconsin,  54919-0001.  The
toll-free telephone number is (800)225-5225, locally (920)734-5721.


                               FEDERAL TAX STATUS


We do not intend these  discussions of tax matters and those in the Statement of
Additional  Information  as tax advice.  The ultimate  effect of federal  income
taxes on a  certificate  or the  economic  benefit  to the Owner,  Annuitant  or
Beneficiary  depends upon the tax status of such person and, if the  certificate
is purchased  under a qualified  retirement  plan,  upon the tax and  employment
status  of  the  individual   concerned.   This   discussion  is  based  on  our
understanding of federal income tax laws, as currently  interpreted.  We make no
representation  regarding whether the Internal Revenue Service will continue its
current  interpretations  of these laws. We do not make any guarantee  regarding
the tax status of any  certificate.  Please consult with a qualified tax adviser
for your particular tax situation.


Variable Account Tax Status


The Code, in effect,  provides  that the income,  gains and losses from separate
account investments are not income to the insurer issuing the variable contracts
so long as the certificates  and the Variable Account meet certain  requirements
set forth in the Code.  Because the  certificates  and the Variable Account meet
such   requirements,   we  anticipate  no  tax  liability   resulting  from  the
certificates and, consequently, no reserve for income taxes is currently charged
against or maintained by us with respect to the  certificates.  We are currently
exempt from most types of state and local  taxes.  We may make  charges for such
taxes  if  there is a  material  change  in  federal,  state  or local  tax laws
attributable to the Variable Account.


Diversification Requirements


Under Section 817(h)(1) of the Code and related regulations,  we are required to
ensure  that  the  assets   underlying  the  Variable  Account  portion  of  the
certificates  are  adequately  diversified.   This  means  that  the  underlying
Portfolios  must have  enough  distinctly  different  holdings  to  satisfy  the
requirements.  If we would not meet the requirements,  the certificate would not
be treated as an annuity contract, unless the failure to satisfy the regulations
was  inadvertent,  the failure is  corrected  and you or we pay an amount to the
Internal  Revenue  Service (IRS).  If we would fail to diversify and not correct
the problem,  you would be deemed the Owner of the underlying  securities in the
Portfolio and would be taxed on the earnings of your account.

We   believe   that  the  assets   underlying   the   certificates   meet  these
diversification  standards.  We  will  continually  monitor  the  Fund  and  the
regulations  of the  Treasury  Department  to ensure that the  certificate  will
continue to qualify as a variable annuity contract under the Code.


Taxation of Annuities in General

Section 72 of the Code  governs the federal  income  taxation  of  annuities  in
general.   We  do  not  discuss  the  impact  of  estate,   gift  or  state  tax
considerations.

Certificates Held by Natural Persons


You are not  taxed  on  increases  in the  value  of  your  certificate  until a
distribution  occurs,  either  in the  form of a  withdrawal,  surrender,  or as
Annuity Payments.


Distributions


For Annuity  Payments,  the taxable  portion is  determined by dividing the cost
basis by the anticipated total number of payments payable under the certificate,
multiplying  that  amount by the  number of  payments  payable  that  year,  and
subtracting the result from each year's total payments.  The nontaxable  portion
of each year's payments equals the cost basis divided by the anticipated  number
of  payments.  The  balance of each year's  payments  are  taxable.  Your entire
payment will be taxable after you have recovered all of your cost basis. If your
Annuity  Payments cease before you have recovered all of your cost basis, you or
your Beneficiary may take a deduction for the remaining  unrecovered cost basis.
For  non-qualified  annuities,  your cost basis is generally your Premium unless
you purchased the certificate through a 1035 exchange.

Payments  from a  withdrawal  from  or a  surrender  of a  certificate  are  not
considered Annuity Payments. Therefore withdrawals and surrenders will generally
be taxed as ordinary  income to the extent that the Commuted  Value exceeds your
cost basis in the certificate.


The taxable portion of any Annuity Payment,  withdrawal or surrender is taxed at
ordinary income tax rates.

Distributions from Qualified Plans


For certain  Qualified Plans involving  pre-tax  contributions,  there may be no
cost basis in the certificate. In such event, the total payments received may be
taxable.  You, the Annuitant and any Beneficiaries  for your certificate  should
seek  qualified  tax  and  financial   advice  about  the  tax  consequences  of
distributions   under  the  Qualified   Plans  in  connection  with  which  such
certificates are purchased.


Penalty Tax on Premature Distributions


Generally, withdrawals, and surrenders of a certificate before you attain age 59
1/2 will result in an additional federal income tax penalty of 10% of the amount
distributed  that is included in your gross  income.  The penalty tax  generally
will not  apply to  nonqualified  Annuity  Payments  unless  you  purchased  the
certificate  with the proceeds  exchanged from another annuity or life insurance
certificate.

The 10% federal income tax penalty also applies to Certificates which are issued
in connection with Qualified Plans. This penalty will not apply if distributions
are made over the life or life expectancies of the IRA owner or plan participant
(or the joint life or life  expectancies  of the IRA owner/plan  participant and
the  designated  Beneficiary),  or  if  you  are  over  age  59-1/2.  Additional
exemptions apply.


Federal Income Tax Withholding

The taxable portion of Annuity Payments, withdrawals or surrenders is subject to
federal income tax  withholding.  Except for  certificates  issued in connection
with  certain  Qualified  Plans,  you can elect not to have  federal  income tax
withheld, but only by Written Request.

Death Proceeds


Generally,  distributions  received from your  certificate  by your  Beneficiary
because of your death are taxable in the year in which your Beneficiary receives
the  distribution.  Your Beneficiary  will be taxed on the  distributions in the
same  manner  that you would have been  taxed.  The 10%  premature  distribution
penalty does not apply to these distributions.


Multiple Certificates


All nonqualified  annuity  certificates we issue to you during any calendar year
shall be treated as one certificate  for  determining  the amount  includible in
gross income.  Therefore,  distributions from one certificate will be taxable to
the extent there is a gain in any certificate issued in the same year. The total
impact of this rule to immediate  annuities  is not clear.  You will most likely
have a larger  amount  of  taxable  gain per  distribution  if you own  multiple
certificates  with  one  insurer.  If  you  are  subject  to the  10%  premature
distribution penalty, the amount subject to that tax would also increase.


Tax-Free Exchanges (1035 Exchanges)


Section  1035 of the Code  permits  the  exchange  of  certain  life  insurance,
endowment and annuity  contracts for an annuity contract without a taxable event
occurring.  If you already own an annuity or life insurance  contract  issued by
another  insurer,  you  are  generally  able to  exchange  that  contract  for a
certificate issued by us tax-free.  There are certain restrictions that apply to
such exchanges,  including that the contract surrendered must truly be exchanged
for the  certificate and not merely  surrendered in exchange for cash.  Further,
the owner of the new certificate  must be the same as the Owner of the exchanged
certificate.  Careful  consideration  must be  given  to  compliance  with  Code
provisions and regulations and rulings relating to exchange requirements. If you
are contemplating an exchange,  please be sure that you understand any surrender
charges or loss of benefits  which might arise in the  exchange of the  existing
certificate.  If you are considering  such an exchange,  you should consult with
your tax adviser to ensure that the requirements of Section 1035 are met.


Transfers among Subaccounts

Transfers among  Subaccounts  and between  Subaccounts and the Fixed Account are
tax-free.

Qualified Plans


You may use the  certificate  to fund one of several  types of Qualified  Plans,
although the uses may be limited  because of the  requirement to elect immediate
payments.  The tax rules that apply to participants in such Qualified Plans vary
according  to the  type of plan  and  the  terms  and  conditions  of the  plan.
Therefore, no attempt is made to provide more than general information about the
use of the  certificates  with the various types of Qualified  Plans. We caution
Qualified Plan  participants,  plan  administrators  and Beneficiaries  that the
rights of any person to any benefits under such Qualified Plan may be subject to
the  terms  and  conditions  of the plan  itself,  regardless  of the  terms and
conditions of the  certificate  issued in connection with the plan. What follows
are brief descriptions of the various types of Qualified Plans.



Tax-Sheltered Annuities


Section  403(b) of the Code permits  certain  types of employers  (organizations
specified under section 501(c)(3) of the Code such as schools,  churches,  etc.)
to  purchase  annuity  contracts  on behalf of their  employees.  These  annuity
contracts  are  commonly  referred  to  as  tax-sheltered   annuities.   Section
403(b)(11) of the Code requires that distributions from a tax-sheltered  annuity
that are  attributable to employee salary  reduction  contributions  may be paid
only when the employee reaches age 59 1/2, separates from service, dies, becomes
disabled or in the case of hardship.  (Hardship,  for this purpose, is generally
defined as an immediate and heavy financial need, such as for paying for medical
expenses,  for the  purchase  of a  principal  residence  or for paying  certain
tuition expenses.) Because of these restrictions on distributions,  you may only
purchase the certificate as a tax-sheltered  annuity if you are eligible to take
distributions from your 403(b) funds.


H.R. 10 (Keogh) Plans


The  Self-Employed  Individuals  Tax Retirement  Act of 1962,  which is commonly
referred to as H.R. 10, permits self-employed individuals to establish Qualified
Plans for themselves and their  employees.  Such retirement plans may permit the
purchase  of the  certificates  to  provide  annuity  benefits  under the plans.
Individuals  intending to use the  certificates  in  connection  with such plans
should seek qualified advice in connection with such use.


Corporate Pension and Profit-Sharing Plans


Sections 401(a) and 403(a) of the Code permit  corporate  employers to establish
various types of  retirement  plans for  employees.  Such  retirement  plans may
permit the purchase of the  certificates to provide  annuity  benefits under the
plans.  Corporate employers intending to use the certificates in connection with
such plans should seek qualified advice in connection with such use.


Traditional Individual Retirement Annuities (Traditional IRAs)

If you are  under  age 70 1/2 and  have  earned  income,  you  are  eligible  to
contribute to a traditional Individual Retirement Annuity or traditional IRA. If
you are eligible for a distribution  from certain other Qualified Plans, you can
rollover  on a tax  deferred  basis  your  Qualified  Plan  distribution  into a
traditional IRA.

Unless you made  nondeductible  contributions  to a  traditional  IRA,  you will
generally be taxed on any distributions from a traditional IRA. If you are under
age 59-1/2 when you take the  distribution,  you may be subject to a 10% federal
premature  distribution  penalty on the taxable amount.  If you elect a Joint or
Single Life Income or elect to have a Guaranteed  Payment  Period over 10 years,
you are  generally  exempt  from this  penalty  tax.  You are  required to begin
distributions  from traditional IRAs by April 1st of the year following the year
in which you attain age 70 1/2.


Because of the limitations on contributions under the certificate,  you can only
purchase this  certificate as a traditional  IRA certificate if you are at least
partially funding the certificate with proceeds from an existing Qualified Plan.
In addition,  you should only purchase this  certificate as a traditional IRA if
you do not  intend  on  making  additional  contributions  and wish to begin the
immediate periodic distribution of your IRA.


Simplified Employee Pension Plans (SEP-IRAs)


Section 408(k) of the Code permits  employers to make  deductible  contributions
directly into IRAs  established  for their  employees.  Distribution  limits and
restrictions  similar to those of traditional IRAs apply to these  certificates.
Employers who use the certificates in connection with a SEP-IRA plan should seek
qualified tax advice. In addition,  you should only purchase this certificate as
a  SEP-IRA  if you do not  intend  on  making  additional  contributions  to the
certificate  and you wish to begin the immediate  periodic  distribution of your
SEP-IRA.


Roth Individual Retirement Annuity (Roth IRA)


If your  adjusted  gross  income  is  under  $160,000,  you may be  eligible  to
contribute to a Roth IRA. If you own a traditional  IRA and your adjusted  gross
income is under  $100,000,  you may convert some or all of the  traditional  IRA
into a Roth IRA. Generally,  unless the traditional IRA contained non-deductible
contributions, you will be taxed on the entire conversion amount.

If you take a distribution  after five years of  establishing a Roth IRA and you
have incurred one of the following  triggering  events, the distribution will be
tax-free. The triggering events are: attaining age 59 1/2, death,  disability or
qualifying as a first time home buyer ($10,000  lifetime  limit).  If you take a
distribution  from a Roth  IRA  before  five  years  have  elapsed  and you have
incurred a triggering event, the distribution will be tax free to the extent you
have cost basis.  If you take a distribution  in an amount over your cost basis,
the amount over and above your cost basis will be taxable. If you take a taxable
distribution  before  you  attain  age 59 1/2,  you may also be subject to a 10%
premature  distribution  penalty tax on the taxable  amount.  The 10%  premature
distribution  penalty  does not apply upon a  conversion  to a Roth IRA, but may
apply if you take a distribution  from a conversion IRA within five years of the
conversion.



Because of the limitations on contributions  under the  certificate,  a Roth IRA
certificate  can only be purchased  with  traditional or Roth IRA proceeds which
have  been  converted,  rolled or  transferred  to the new IRA  certificate.  In
addition,  you should  only  purchase  the  certificate  if you do not intend on
making  additional  contributions  to the  certificate,  you wish to  begin  the
immediate periodic distribution of your IRA proceeds, and have incurred both the
five year holding period and a triggering event.


Rollover into an IRA

You may  rollover  assets from a Qualified  Plan into a  traditional  IRA in two
ways. First, you may directly  rollover an eligible  rollover  distribution to a
traditional  IRA. The Qualified Plan  administrator  sends the funds directly to
the traditional IRA as a direct rollover.  Second,  the employee may receive the
distribution  from the Qualified  Plan and rollover the same amount the employee
received  within 60 days.  However,  any amount  that was not  distributed  as a
direct rollover will be subject to mandatory 20% federal income tax withholding.

Deferred Compensation Plans


Code Section 457 provides for certain deferred  compensation  plans. These plans
may be offered with respect to service for state governments, local governments,
political  subdivisions,  agencies,  instrumentalities and certain affiliates of
such entities,  and tax exempt  organizations.  In general, all amounts received
under a Section  457 plan are  taxable  and are  subject to  federal  income tax
withholding  as wages.  Such  retirement  plans may permit the  purchase  of the
certificates to provide annuity benefits under the plans. Employers intending to
use the  certificates in connection with such plans should seek qualified advice
in connection with such use.


Other Tax Considerations


Because  of  the  complexity  of the  law  and  its  application  to a  specific
individual,  tax advice may be needed by a person  contemplating  purchase  of a
certificate or the exercise of elections under a certificate. The above comments
concerning  federal income tax consequences are not exhaustive and special rules
are provided with respect to situations  not discussed in this  Prospectus.  The
above  discussion is based upon our  understanding of current federal income tax
law. Statutory changes in the Code with varying effective dates, and regulations
adopted  thereunder  may also alter the tax  consequences  of  specific  factual
situations.  We have not taken into  account  estate and gift,  state  income or
other  state tax  considerations  which may be  involved  in the  purchase  of a
certificate  or the exercise of elections  under the  certificate.  For complete
information on such federal and state tax  considerations,  you should consult a
qualified tax adviser.


                                OTHER INFORMATION

Rights Reserved by AAL


Subject to  applicable  law, we reserve the right to make certain  changes if we
determine  they would  serve your  interests  or if it would be  appropriate  in
carrying  out the  purposes of the  certificate.  When it is  required,  we will
obtain your  approval or regulatory  approval.  Some examples of such changes we
may make include:


     o    To operate the Variable Account in any form allowed under the 1940 Act
          or in any other form allowed by law;

     o    To create new separate accounts;

     o    To add, delete, combine or modify Subaccounts in the Variable Account;


     o    To restrict or eliminate  any voting rights of  certificate  Owners or
          other persons who have voting rights as to the Variable Account;

     o    To add,  delete or  substitute,  for the Portfolio  shares held in any
          Subaccount,  the shares of another Portfolio of the Fund or the shares
          of another fund or any other investment allowed by law;

     o    To  make  any  amendments  to  the  certificates   necessary  for  the
          certificates  to comply with the  provisions  of the Code or any other
          applicable federal or state law; and

     o    To  substitute  the shares of any  registered  investment  company for
          shares of any other registered investment company already purchased or
          to be purchased in the future by the Variable  Account  provided  that
          the  substitution  has been  approved by the  Securities  and Exchange
          Commission.


Maintenance of Solvency


The certificate  contains a maintenance of solvency  provision that applies only
to values in the Fixed  Account.  If our reserves for any class of  certificates
become  impaired,  you may be  required to make an extra  payment.  Our Board of
Directors  will determine the amount of any extra payment based on each member's
fair share of the deficiency.  If you do not make the payment, we will charge it
as an indebtedness  against your  certificate  with interest at a rate of 5% per
year,  compounded  annually.  You may choose an equivalent reduction in benefits
instead of or in combination with the payment or indebtedness.


Distribution Arrangements


AALCMC  serves as the principal  underwriter  of the  certificates.  AALCMC is a
wholly  owned,  indirect  subsidiary  of AAL.  Principal  offices  of AALCMC are
located at 222 West College  Avenue,  Appleton,  Wisconsin,  54919.  AALCMC is a
member of the National  Association  of Securities  Dealers,  Inc.  (NASD) and a
broker-dealer registered with the SEC under the Securities Exchange Act of 1934.

The certificates are sold by duly licensed registered  representatives of AALCMC
who are also  employees of AAL and licensed by state  insurance  departments  to
sell variable  insurance  products (AAL  Representatives).  The certificates may
also be sold by representatives of other  broker-dealer  firms with which AALCMC
has executed a selling  agreement.  In  addition,  AAL may retain other firms to
serve as principal underwriters of the certificates. AAL offers the certificates
in all states where AAL is authorized to sell the certificates.

AALCMC  will pay the AAL  Representatives  commissions  and  other  distribution
compensation on the sale of certificates.  This will not result in any charge to
you in addition to the charges already described in this Prospectus. AALCMC pays
AAL Representatives a commission of not more than 4% of the Premiums paid on the
certificates.  In addition to direct  compensation,  AAL  Representatives may be
eligible to receive  certain  employee  benefits from AAL based on the amount of
earned commissions.


Year 2000 Disclosure

Year 2000 is  approaching  and we are addressing  potential  problems that could
affect our systems and the systems of AAL's  other  service  providers,  such as
custodians,  telephone  companies,  etc. If systems are not year-2000 compliant,
systems cannot  distinguish  the year 2000 from the year 1900 because of the way
the software encodes and calculates  dates. In 1995, we formed a project team to
review our systems as well as those of AAL's other service  providers to address
the year 2000  problem.  We believe  that we have  devoted and will  continue to
devote the appropriate  amount of resources  necessary to prepare our systems so
that services  provided to AAL will continue without material  disruption across
the pending change in the millennium. Despite our best efforts, we cannot assure
that this will be sufficient to avoid any adverse impact on AAL.

Legal Matters

We know of no material legal proceedings pending to which we are or the Variable
Account is a party or which would materially affect the Variable Account.


Financial Statements

Audited  financial  statements of AAL as of December 31, 1998 and 1997,  and for
each of the three years in the period  ended  December  31, 1998 are included in
the Statement of Additional Information.


The Variable Account has not yet commenced operations so no financial statements
for the Variable Account are available.




                        ILLUSTRATIONS OF ANNUITY PAYMENTS
                      ASSUMING HYPOTHETICAL RATES OF RETURN

                   Illustrations of Variable Annuity Payments
                      Assuming Hypothetical Rates of Return

The  following   illustrations   have  been  prepared  to  show  how  investment
performance  could affect Variable Annuity payments over time. The illustrations
show the Variable Annuity Payments of a non-qualified  annuity certificate under
three rate of return scenarios.  Of course,  the illustrations  merely represent
what Variable Annuity Payments might be paid under a hypothetical  non-qualified
certificate.

Each  amount   illustrates  the  annual  payments  you  would  receive  under  a
hypothetical non-qualified certificate (described in more detail below) assuming
a different  hypothetical rate of return for a single Subaccount  supporting the
certificate for each  certificate  year.  Each such annual amount  represents an
annual  Variable  Annuity  Payment  made for that  certificate  year  under  the
hypothetical  certificate.  Each illustration  assumes that the initial Variable
Annuity Payment under the hypothetical  certificate is $1,000 (discussed in more
detail below).

The Variable Annuity Payments reflect three different assumptions for a constant
investment return before fees and expenses: 0%, 8% and 10%. Net of all expenses,
the returns will vary by Subaccount chosen. Each annual Variable Annuity Payment
reflects the assumed  investment  return net of all expenses of the  illustrated
Subaccount  (and  the  underlying  portfolio)  over  the  periods  shown in each
illustration.  The  mortality  and  expense  risk  charge is assumed to be at an
annual rate of 1.25% of the illustrated  Subaccount's  average daily net assets.
The expenses for the underlying Portfolios vary between annual rates of .33% and
 .80% of the  average  daily net  assets.  Because of the  variances  between the
portfolio's  expenses,  the subaccounts have different expenses.  Therefore,  we
have illustrated  payments on the subaccount level. These illustrations  reflect
the differences in expenses between the subaccounts.


The annual variable  annuity  payments shown in the  illustrations  are based on
hypothetical  certificates  and  hypothetical  investment  results  and  are not
projections  or indications  of future  results.  AAL does not guarantee or ever
suggest that any Subaccount or certificate  issued by it would generate these or
similar  annual  Variable   Annuity   Payments  for  any  period  of  time.  The
illustrations are for illustrative  purposes only and do not represent  Variable
Annuity Payments or future investment  returns.  Variable Annuity Payments under
an actual  certificate  may be more or less than those forming the basis for the
Variable Annuity Payments shown in these  illustrations if the actual returns of
the Subaccounts you select are different from the hypothetical returns.  Because
it is very likely that a  Subaccount's  investment  return will  fluctuate  over
time,  you can  expect  Variable  Annuity  Payments  under your  certificate  to
fluctuate.  Moreover, under an actual certificate,  the total amount of Variable
Annuity Payments  ultimately  received by you or your  beneficiary  depends upon
which Annuity Payment Option you select and, for life contingent annuity payment
options,  how long the  Annuitant  lives.  See  "Selecting  An  Annuity  Payment
Option," page ---.

In  order to  illustrate  a  hypothetical  certificate,  we had to make  several
assumptions  about  the  certificate.  We  assumed  that:  (1) the  hypothetical
certificate is a non-qualified  annuity  certificate,  (2) the entire Premium of
the  hypothetical  certificate is allocated to the Subaccount shown and that the
Subaccount  shown had a constant  investment  return before fees and expenses of
0%, 8%, or 10%, (3) the Owner selected an Assumed  Investment  Return of 5%, (4)
the Owner  elected to receive  annual  Variable  Annuity  Payments,  and (5) the
Premium  applied to the  purchase  of Annuity  Units on the Issue Date under the
Annuity Payment Option selected  results in an initial  Variable Annuity Payment
of $1,000.

Among the most important  factors that determine that amount of Variable Annuity
Payments  is  the  Assumed   Investment  Return  you  select.  The  hypothetical
certificate has an Assumed  Investment  Return of 5%. Subject to state approval,
you may  select  a 3%,  4% or 5%  Assumed  Investment  Return  under  an  actual
certificate. Generally, Variable Annuity Payments will increase in size from one
Annuity  Payment Date to the next if the  annualized  net rate of return  during
that time is greater than the Assumed  Investment  Return,  and will decrease if
the  annualized  net rate of return  over this  period is less than the  Assumed
Investment Return.  (The Assumed Investment Return is an important  component of
the Payment  Factor.)  For a discussion  of Assumed  Investment  Returns,  see "
Variable Annuity Payments," page --.


The hypothetical  certificate has an initial Variable Annuity Payment of $1,000.
The  dollar  amount  of the  first  Variable  Annuity  Payment  under an  actual
certificate  generally  depends upon the Annuity Payment Option you select,  the
amount of Premium  applied to the variable  Subaccount,  the Assumed  Investment
Return  you  select,  and  the age and  sex of the  Annuitant.  For  each of the
illustrations,   the  entire  Premium  under  the  hypothetical  certificate  is
allocated to a Subaccount  having a constant  investment  return before fees and
expenses  of 0%, 8%, or 10%.  However,  for a real  certificate,  the Premium is
often  allocated  among several  Subaccounts.  The dollar value of each Variable
Annuity Payment is the sum of the Variable Annuity Payments attributable to each
Subaccount.  For a detailed discussion of how the first Variable Annuity Payment
is determined, see "Variable Annuity Payments," page --.


                           HYPOTHETICAL ILLUSTRATIONS

                 Money Market, Bond, Small Company Subaccounts

<TABLE>
<CAPTION>
<S>            <C>            <C>            <C>            <C>            <C>
Hypothetical 0% Gross         Hypothetical 8% Gross         Hypothetical 10% Gross
Rate (-1.60% Net Rate)        Rate (6.40% Net Rate)         Rate (8.40% Net Rate)
Annual Payment for            Annual Payment for            Annual Payment for
Each Year Shown               Each Year Shown               Each Year Shown
$1000 Initial Payment         $1000 Initial Payment         $1000 Initial Payment
5% AIR                        5% AIR                        5% AIR
- - -----------------------------------------------------------------------------------------
Contract       Annual         Contract       Annual         Contract       Annual
  Year         Payment        Year           Payment        Year           Payment

1              1,000          1              1,000          1              1,000
2              937            2              1,013          2              1,032
3              878            3              1,027          3              1,066
4              823            4              1,041          4              1,100
5              771            5              1,054          5              1,136
6              723            6              1,068          6              1,173
7              677            7              1,083          7              1,211
8              635            8              1,097          8              1,250
9              595            9              1,112          9              1,290
10             558            10             1,127          10             1,332
11             522            11             1,142          11             1,375
12             490            12             1,157          12             1,420
13             459            13             1,172          13             1,466
14             430            14             1,188          14             1,513
15             403            15             1,204          15             1,562
16             378            16             1,220          16             1,613
17             354            17             1,236          17             1,665
18             332            18             1,253          18             1,719
19             311            19             1,269          19             1,775
20             291            20             1,286          20             1,832




<PAGE>



                     Balanced and Large Company Subaccounts

Hypothetical 0% Gross         Hypothetical 8% Gross         Hypothetical 10% Gross
Rate (-1.58% Net Rate)        Rate (6.42% Net Rate)         Rate (8.42% Net Rate)
Annual Payment for            Annual Payment for            Annual Payment for
Each Year Shown               Each Year Shown               Each Year Shown
$1000 Initial Payment         $1000 Initial Payment         $1000 Initial Payment
5% AIR                        5% AIR                        5% AIR
- - ----------------------------------------------------------------------------------------------


Contract       Annual         Contract       Annual         Contract       Annual
  Year         Payment        Year           Payment        Year           Payment

1              1,000          1              1,000          1              1,000
2              937            2              1,014          2              1,033
3              879            3              1,027          3              1,066
4              824            4              1,041          4              1,101
5              772            5              1,055          5              1,137
6              724            6              1,069          6              1,174
7              678            7              1,084          7              1,212
8              636            8              1,099          8              1,252
9              596            9              1,112          9              1,292
10             559            10             1,129          10             1,334
11             524            11             1,144          11             1,378
12             491            12             1,159          12             1,423
13             460            13             1,175          13             1,469
14             431            14             1,191          14             1,517
15             404            15             1,207          15             1,566
16             379            16             1,223          16             1,617
17             355            17             1,240          17             1,670
18             333            18             1,257          18             1,724
19             312            19             1,274          19             1,781
20             292            20             1,291          20             1,839




<PAGE>




                           High Yield Bond Subaccount

Hypothetical 0% Gross         Hypothetical 8% Gross         Hypothetical 10% Gross
Rate (-1.65% Net Rate)        Rate (6.35% Net Rate)         Rate (8.35% Net Rate)
Annual Payment for            Annual Payment for            Annual Payment for
Each Year Shown               Each Year Shown               Each Year Shown
$1000 Initial Payment         $1000 Initial Payment         $1000 Initial Payment
5% AIR                        5% AIR                        5% AIR
- - ----------------------------------------------------------------------------------------------


Contract       Annual         Contract       Annual         Contract       Annual
Year           Payment        Year           Payment        Year           Payment

1              1,000          1              1,000          1              1,000
2              937            2              1,013          2              1,032
3              877            3              1,026          3              1,066
4              822            4              1,039          4              1,099
5              770            5              1,052          5              1,134
6              721            6              1,066          6              1,170
7              675            7              1,080          7              1,207
8              633            8              1,094          8              1,246
9              592            9              1,108          9              1,286
10             555            10             1,122          10             1,327
11             520            11             1,138          11             1,369
12             487            12             1,151          12             1,413
13             456            13             1,166          13             1,458
14             427            14             1,181          14             1,504
15             400            15             1,196          15             1,552
16             375            16             1,211          16             1,602
17             351            17             1,227          17             1,653
18             329            18             1,243          18             1,706
19             308            19             1,259          19             1,760
20             288            20             1,275          20             1,816




<PAGE>




                         International Stock Subaccount

Hypothetical 0% Gross         Hypothetical 8% Gross         Hypothetical 10% Gross
Rate (-2.05% Net Rate)        Rate (5.95% Net Rate)         Rate (7.95% Net Rate)
Annual Payment for            Annual Payment for            Annual Payment for
Each Year Shown               Each Year Shown               Each Year Shown
$1000 Initial Payment         $1000 Initial Payment         $1000 Initial Payment
5% AIR                        5% AIR                        5% AIR
- - ----------------------------------------------------------------------------------------------


Contract       Annual         Contract       Annual         Contract       Annual
  Year         Payment        Year           Payment        Year           Payment

1              1,000          1              1,000          1              1,000
2              933            2              1,009          2              1,028
3              870            3              1,018          3              1,057
4              812            4              1,027          4              1,087
5              757            5              1,037          5              1,117
6              706            6              1,046          6              1,149
7              659            7              1,056          7              1,131
8              615            8              1,065          8              1,214
8              573            9              1,075          9              1,248
10             535            10             1,084          10             1,283
11             499            11             1,094          11             1,319
12             466            12             1,104          12             1,356
13             434            13             1,114          13             1,394
14             405            14             1,124          14             1,434
15             378            15             1,134          15             1,474
16             353            16             1,145          16             1,515
17             329            17             1,155          17             1,558
18             307            18             1,165          18             1,602
19             286            19             1,176          19             1,647
20             267            20             1,187          20             1,693

</TABLE>



<PAGE>



               CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


General Information.........................................................SAI-

Regulation and Reserves.....................................................SAI-

Principal Underwriter.......................................................SAI-


Gender Neutral Benefits.....................................................SAI-

Performance Information.....................................................SAI-

         Money Market Subaccount............................................SAI-
         Other Subaccounts..................................................SAI-
         Performance Comparisons............................................SAI-


Standards & Poor's Disclaimer...............................................SAI-


Financial Statements........................................................SAI-

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


Order Form


Please send me a copy of the most recent Statement of Additional Information for
the Individual Single Premium Immediate Variable Annuity Certificate.


- - -------------------------------             --------------------------------
(Date)                                      (Name)

- - ----------------------------------------------------------------------------
(Street Address)

- - --------------------------------     -----------     ---------------------
(City)                               (State)         (Zip Code)



Send to:

AAL Variable Products Service Center
4321 N. Ballard Road
Appleton, WI   54919-0001


<PAGE>



                            SINGLE PREMIUM IMMEDIATE
                          VARIABLE ANNUITY CERTIFICATE
                                   Offered By:

                          AID ASSOCIATION FOR LUTHERANS
                            4321 North Ballard Road
                            Appleton, Wisconsin 54919

                             STATEMENT OF ADDITIONAL
                                   INFORMATION
                               Dated _______, 1999


This Statement of Additional Information ("SAI") is not a prospectus, but should
be read in conjunction  with the Prospectus dated July 1, 1999, for AAL Variable
Annuity  Account II (the "Variable  Account")  describing the individual  single
premium  immediate  variable  annuity  certificates  ("certificates")  that  Aid
Association for Lutherans  ("AAL") offers to persons  eligible for membership in
AAL.  Capitalized  terms used in this SAI that are not otherwise  defined herein
have the same meanings given to them in the prospectus. A copy of the prospectus
may be  obtained  at no charge by  writing  AAL  (attention:  Variable  Products
Service Center) at the above address.



TABLE OF CONTENTS

Caption                                                                     Page


GENERAL INFORMATION.........................................................SAI-

REGULATION AND RESERVES.....................................................SAI-

PRINCIPAL UNDERWRITER.......................................................SAI-


GENDER NEUTRAL BENEFITS.....................................................SAI-

PERFORMANCE INFORMATION.....................................................SAI-

Money Market Subaccount.....................................................SAI-

Other Subaccounts...........................................................SAI-

Performance Comparisons.....................................................SAI-


STANDARD & POOR'S DISCLAIMER................................................SAI-


FINANCIAL STATEMENTS........................................................SAI-


<PAGE>


GENERAL INFORMATION

AAL is a fraternal benefit society organized under Internal Revenue Code section
501(c)(8) and  established on November 24, 1902,  under the laws of the State of
Wisconsin.  Membership is open to Lutherans and their families.  AAL offers life
insurance, disability income insurance and annuities to its members. All members
are part of one of almost 9,800 local AAL branches throughout the United States.
AAL is currently  licensed to transact life insurance  business in all 50 states
and the District of Columbia.

REGULATION AND RESERVES


AAL is subject to regulation by the Office of the  Commissioner  of Insurance of
the  State  of  Wisconsin  and by  insurance  departments  of other  states  and
jurisdictions in which it is licensed to do business.  This regulation  covers a
variety of areas, including benefit reserve requirements,  adequacy of insurance
company capital and surplus,  various  operational  standards and accounting and
financial  reporting  procedures.  AAL's  operations and accounts are subject to
periodic  examination  by  insurance  regulatory   authorities.   The  forms  of
certificates  described in the  Prospectus  are filed with and (where  required)
approved  by  insurance  officials  in each  state  and  jurisdiction  in  which
certificates are sold.


Although  the  federal  government  generally  has not  directly  regulated  the
business of insurance, federal initiatives often have an impact on the insurance
business in a variety of ways.  Federal  measures that may adversely  affect the
insurance  business  include  employee  benefit  regulation,   tax  law  changes
affecting the taxation of insurance companies or of insurance products,  changes
in the relative desirability of various personal investment vehicles and removal
of impediments on the entry of banking institutions into the insurance business.
Also,  both the executive  and  legislative  branches of the federal  government
periodically  have under  consideration  various insurance  regulatory  matters,
which could  ultimately  result in direct federal  regulation of some aspects of
the insurance  business.  It is not possible to predict  whether this will occur
or, if so, what the effect on AAL would be.


Pursuant to state insurance laws and  regulations,  AAL is obligated to carry on
its books, as liabilities,  reserves to meet its obligations  under  outstanding
insurance contracts.  These reserves are based on assumptions about, among other
things,  future claims  experience and investment  returns.  Neither the reserve
requirements  nor the  other  aspects  of  state  insurance  regulation  provide
absolute   protection   to  holders  of  insurance   contracts,   including  the
certificates,  if AAL were to incur  claims or expenses  at rates  significantly
higher than expected or significant unexpected losses on its investments.


PRINCIPAL UNDERWRITER


AAL  Capital  Management  Corporation  ("AALCMC"),   a  wholly-owned,   indirect
subsidiary  of AAL,  serves as the  principal  underwriter  of the  certificates
pursuant to a Principal Underwriting and Servicing Agreement to which AALCMC and
AAL, on behalf of itself and the Variable Account, are parties. The certificates
are sold  through  AAL  Representatives  who are  licensed  by  state  insurance
officials  to  sell  the  certificates  and  who are  duly  licensed  registered
representatives  of AALCMC. The certificates may also be sold by representatives
of other broker-dealer firms with which AALCMC has executed a selling agreement.
In addition,  AAL may retain other firms to serve as principal  underwriters  of
the certificates.  The certificates are continuously offered in all states where
AAL is authorized to sell the certificates. AAL paid underwriting commissions of
$5,059,274.35 to AALCMC for the year ended December 31, 1996,  $7,756,917.58 for
the year ended December 31, 1997, and  $8,411,562.45 for the year ended December
31, 1998 for other products. Of these amounts, AALCMC retained $0.


GENDER NEUTRAL BENEFITS

We  distinguish   between  men  and  women  because  of  their   different  life
expectancies.  However,  we do not make any such  distinctions  for certificates
that we  issue  in the  state  of  Montana.  This  is  because  Montana  enacted
legislation that requires that annuity benefits (i.e., the Annuity Payments) not
vary based on a person's sex. In Arizona Governing  Committee v. Norris, the U.S
Supreme  Court  let  stand a U.S.  Court of  Appeals  decision  which  held that
optional annuity  benefits  provided under an employer's  deferred  compensation
plan could not,  under Title VII of the Civil  Rights Act of 1964,  vary between
men and women on the basis of sex.  Because of this decision,  the Fixed Account
Annuity   Payment  rates   applicable  to   certificates   purchased   under  an
employment-related  insurance or benefit program may not, in some cases, vary on
the basis of sex. We will apply unisex rates to Qualified  Plans and those plans
where an employer  believes  that the Norris  decision  applies.  Employers  and
employee  organizations should consider, in consultation with legal counsel, the
impact of Norris and Title VII generally and any comparable  state laws that may
be applicable,  on any employment-related  insurance or benefit plan for which a
certificate may be purchased.

PERFORMANCE INFORMATION

The Variable Account may, from time to time,  advertise  information relating to
the  performance of its  Subaccounts.  The performance  information  that may be
presented is not a prediction or guarantee of future investment  performance and
does not  represent the actual  experience  of amounts  invested by a particular
Owner.

Money Market Subaccount - Yield and Effective Yield


Advertisements  for the  certificates  may  include  yield and  effective  yield
quotations  for the Money Market  Subaccount,  which are computed in  accordance
with standard  methods  prescribed by the SEC.  Under these  methods,  the Money
Market  Subaccount's  yield is calculated  based on a hypothetical  pre-existing
account at the beginning of a specified  seven-day period.  Yield is computed by
dividing the net change, exclusive of capital changes, in the account during the
seven-day period,  subtracting a hypothetical charge reflecting  deductions from
Owner  accounts,  dividing the difference by the account at the beginning of the
period to obtain the base period return and  multiplying  the base period return
by the  fraction  365/7.  The  Money  Market  Subaccount's  effective  yield  is
calculated by compounding the base period return  (computed as described  above)
for such  period by adding 1 and  raising  the sum to a power equal to 365/7 and
subtracting  1 from the  result.  Yield and  effective  yield do not reflect the
deduction of withdrawal or surrender charges. The certificates currently are not
subject to charges for state premium taxes.


Other Subaccounts


30-Day  Yield:  Advertisements  for the  certificates  may  include  30-day  (or
one-month)  yield  quotations  for each  Subaccount  other than the Money Market
Subaccount,  which are computed in accordance with a standard method  prescribed
by the SEC.  These  30-day  yield  quotations  are  computed by dividing the net
investment  income per a hypothetical  account earned during the period (the net
investment  income earned by the Fund Portfolio  attributable to shares owned by
the Subaccount  less expenses  incurred during the period) by the offering price
per  Annuity  Unit on the last day of the  period,  according  to the  following
formula that assumes a semi-annual reinvestment of income:


                      Yield = 2[(((a-b)/cd)+1)^6-1]

Where:

     a =  Net dividends  and interest  earned during the period by the Portfolio
          attributable to the Subaccount

     b =  Expenses  accrued  for  the  period  (net of  reimbursements)

     c =  The  average  daily  number of Annuity  Units  outstanding  during the
          period

     d =  The Annuity Unit Value per Unit on the last day of the period


Standardized and  Non-Standardized  Average Annual Total Return:  Advertisements
for the certificates may also include standardized and non-standardized  average
annual total return  quotations for each Subaccount for 1, 5 and 10-year periods
(or the life of the  Subaccount,  if less).  Standardized  average  annual total
return  quotations are computed in accordance with a standard method  prescribed
by the SEC. The average  annual  total  return for a  Subaccount  for a specific
period is computed by finding the average annual compounded rates of return over
the  applicable  period  that would  equate the initial  amount  invested to the
ending redeemable value, according to the following formula:

                                    P(1 + T)^n = ERV
         Where:

         P   = A hypothetical initial payment of $1,000
         T   = Average annual total return
         n   = Number of years
         ERV = Ending redeemable value of a hypothetical  $1,000 payment
               made at the beginning of the 1-, 5- or 10-year periods
               (or fractional portion thereof)

Non-standardized  average annual total returns are calculated in the same manner
and for the same time periods as the  standardized  average annual total returns
described immediately above, except that the value of the non-standardized total
returns do not reflect the effect of the withdrawal or surrender.

Cumulative  Total Return:  Advertisements  for the certificates may also include
cumulative total return  quotations for each  Subaccount,  for which the SEC has
not prescribed a standard method of calculation.  Cumulative total return is the
non-annualized cumulative rate of return on a hypothetical initial investment of
$1,000  in  a  Subaccount  for  a  specified   period   ("Hypothetical   Initial
Investment").  Cumulative  total return is calculated by finding the  cumulative
rates of return of the  Hypothetical  Initial  Investment over various  periods,
according to the following formula and then expressing that as a percentage:

                                    C = (ERV/P) - 1
         Where:

         P   = A hypothetical initial payment of $1,000
         C   = Cumulative total return
         ERV = Ending redeemable value of a hypothetical  $1,000 payment made at
               the beginning of the applicable period


Performance  quotations  for  each  Subaccount  reflect  the  deduction  of  all
recurring fees and charges applicable to each Subaccount,  such as the mortality
and expense risk charge,  and Fund operating  expenses (net of  reimbursements),
except that yield  quotations and  non-standardized  average annual total return
calculations  do not reflect any deduction for withdrawal or surrender  charges.
The certificates are not currently subject to a charge for state premium taxes.



Performance Comparisons

The performance of each of the Subaccounts may be compared in advertisements and
sales literature to the performance of other variable annuity issuers in general
or to the  performance of particular  types of variable  annuities  investing in
mutual funds or series of mutual funds,  with investment  objectives  similar to
each of the Portfolios in which the Subaccounts  invest. Such comparisons may be
made by use of  independent  services that monitor and rank the  performance  of
variable  annuity  issuers  in  each  of  the  major  categories  of  investment
objectives on an industry-wide basis, ranking such issuers on the basis of total
return,  assuming  reinvestment  of dividends and  distributions,  but excluding
sales charges,  redemption  fees or certain  expense  deductions at the separate
account level.  Some rankings are based on total returns adjusted for withdrawal
or surrender  charges or may consider the effects of market risk on total return
performance.

Companies  providing  rankings  that  may be used in  advertisements  and  sales
literature include Lipper Analytical Services,  Inc., Morningstar,  Inc. and the
Variable Annuity Research and Data Service.

In addition, each Subaccount's performance may be compared in advertisements and
sales  literature  to various  benchmarks  including  the  Standard & Poor's 500
Composite  Stock Price  Index,  Morgan  Stanley  Capital  International  Europe,
Australasia  and Far East (MSCI EAFE) Index,  S&P  SmallCap  600 Index,  Merrill
Lynch High  Yield  Master  Index,  the  Wilshire  Small Cap Index and the Lehman
Brothers Aggregate Bond Index.


The  Portfolios  may also,  from time to time,  illustrate the concepts of asset
allocation by use of hypothetical case studies  representing various life cycles
and/or risk levels of a certificate Owner.



STANDARD AND POOR'S DISCLAIMER

The  certificates  are not sponsored,  endorsed,  sold or promoted by Standard &
Poor's,  a division of The McGraw-Hill  Companies,  Inc.  ("S&P").  S&P makes no
representation  or  warranty,   express  or  implied,   to  the  owners  of  the
certificates or any member of the public regarding the advisability of investing
in securities  generally or in the  certificates  particularly or the ability of
the S&P 500  and  S&P  600  SmallCap  Indexes  to  track  general  stock  market
performance. S&P's only relationship to the Licensee is the licensing of certain
trademarks  and  trade  names  of S&P and of the  S&P  500 and S&P 600  SmallCap
Indexes which is determined composed and calculated by the S&P without regard to
the  Licensee  or the  certificates.  S&P is not  responsible  for,  and has not
participated  in, the  determination of the prices and amount of the certificate
or  the  timing  of  the  issuance  or  sale  of  the  certificates  or  in  the
determination  or calculation of the equation by which the  certificate is to be
converted  into cash.  S&P has no  obligation  or liability in  connection  with
administration, marketing or trading of the certificates.

S&P DOES NOT GUARANTEE THE ACCURACY  AND/OR THE  COMPLETENESS OF THE S&P 500 AND
S&P 600  SMALLCAP  INDEXES OR ANY DATA  INCLUDED  THEREIN  AND S&P SHALL HAVE NO
LIABILITY FOR ANY ERRORS,  OMISSIONS,  OR  INTERRUPTIONS  THEREIN.  S&P MAKES NO
WARRANTY,  EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,  OWNERS
OF THE CERTIFICATES,  OR ANY OTHER PERSON/ENTITY FROM THE USE OF THE S&P 500 AND
S&P 600 SMALLCAP INDEXES OR ANY DATA INCLUDED  THEREIN.  S&P MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR  PURPOSE OR USE WITH RESPECT TO THE S&P 500 AND S&P 600
SMALLCAP  INDEXES OR ANY DATA  INCLUDED  THEREIN.  WITHOUT  LIMITING  ANY OF THE
FOREGOING,  IN NO EVENT  SHALL S&P HAVE  LIABILITY  FOR ANY  SPECIAL,  PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBLITY OF SUCH DAMAGES.


FINANCIAL STATEMENTS

The financial  statements  of AAL should be considered  only as bearing upon the
ability of AAL to meet its  obligations  under the  Certificates.  The financial
statements  of AAL  should  not  be  considered  as  bearing  on the  investment
experience of the assets held in the Variable Account.

The most current financial statements of AAL are those as of the end of the most
recent  fiscal year ended  December  31,  1998.  AAL does not prepare  financial
statements more often than annually and believes that any incremental benefit to
prospective  Certificate  Owners that may result from  preparing and  delivering
more  current  financial  statements,  though  unaudited,  does not  justify the
additional cost that would be incurred.


The  consolidated  financial  statements of AAL as of December 31, 1998 and 1997
and for each of the  three  years in the  period  ended  December  31,  1998 are
included  herein  and  have  been  audited  by  Ernst & Young  LLP,  Independent
Auditors,  as set forth in their report thereon  appearing and  incorporated  by
reference,  elsewhere  herein.  The financial  statements  referred to above are
included in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.

The Variable Account has not yet commenced operations and therefore there are no
financial statements for the Variable Account.
The financial statements for AAL are as follows:



                          Aid Association for Lutherans

                        Consolidated Financial Statements

                                December 31, 1998




                                    Contents

Report of Independent Auditors.................................................1

Consolidated Balance Sheets....................................................2

Consolidated Statements of Income..............................................3

Consolidated Statements of Changes in Certificateholders' Surplus..............4

Consolidated Statements of Cash Flows..........................................5

Notes to Consolidated Financial Statements.....................................6








                         Report of Independent Auditors


The Board of Directors
Aid Association for Lutherans


We have audited the accompanying  consolidated balance sheets of Aid Association
for  Lutherans  (AAL)  as of  December  31,  1998  and  1997,  and  the  related
consolidated  statements of income, changes in  certificateholders'  surplus and
cash flows for each of the three years in the period  ended  December  31, 1998.
These  financial  statements are the  responsibility  of AAL's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  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.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of AAL at December
31, 1998 and 1997, and the results of its operations and its cash flows for each
of the three years  ended  December  31,  1998,  in  conformity  with  generally
accepted accounting principles.





January 27, 1999





                          Aid Association for Lutherans

                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                                              December 31
                                                                                       1998                 1997
                                                                                -------------------  -------------------
                                                                                            (In Thousands)
<S>                                                                                     <C>                  <C>

Assets
  Investments:
      Securities available for sale, at fair value
          Fixed maturities                                                              $9,067,041           $7,717,917
          Equity securities                                                                823,519              681,216
      Fixed maturities held to maturity, at amortized cost                               3,905,705            4,365,805
      Mortgage loans                                                                     3,149,509            3,218,193
      Real estate                                                                           74,529              113,793
      Certificate loans                                                                    499,509              501,327
      Other invested assets                                                                 10,425                9,441
                                                                                -------------------  -------------------
      Total investments                                                                 17,530,237           16,607,692

  Cash and cash equivalents                                                                231,761              291,302
  Premiums and fees receivable                                                              18,904               13,999
  Accrued investment income                                                                198,226              190,776
  Deferred acquisition costs                                                               666,837              659,815
  Property and equipment                                                                    95,057               95,453
  Assets held in separate accounts                                                       1,406,402              824,995
  Other assets                                                                               6,434                7,473
                                                                                -------------------  -------------------

Total Assets                                                                           $20,153,858          $18,691,505
                                                                                ===================  ===================

Liabilities  and   Certificateholders'   Surplus  Certificate   liabilities  and
  accruals:
      Future certificate benefits                                                       $2,800,287           $2,640,172
      Unpaid claims and claim expenses                                                      97,942               97,670
                                                                                -------------------  -------------------
      Total certificate liabilities and accruals                                         2,898,229            2,737,842

  Certificateholder funds                                                               13,111,702           12,783,985
  Liabilities related to separate accounts                                               1,406,402              824,995
  Other liabilities                                                                        189,086              126,616
                                                                                -------------------  -------------------
Total Liabilities                                                                       17,605,419           16,473,438

Certificateholders' Surplus
  Accumulated surplus                                                                    2,137,075            1,890,394
  Accumulated other comprehensive income                                                   411,364              327,673
                                                                                -------------------  -------------------
Total Certificateholders' Surplus                                                        2,548,439            2,218,067
                                                                                -------------------  -------------------

Total Liabilities and Certificateholders' Surplus                                      $20,153,858          $18,691,505
                                                                                ===================  ===================
</TABLE>

See accompanying notes.




                          Aid Association for Lutherans

                        Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                                      Years Ended December 31
                                                            1998               1997                1996
                                                      -----------------  ------------------  ------------------
                                                                           (In Thousands)

<S>                                                          <C>                 <C>                 <C>
Revenue
      Insurance premiums                                     $ 406,153           $ 390,881           $ 364,078
      Insurance charges                                        309,326             297,171             278,774
      Net investment income                                  1,231,684           1,210,481           1,171,590
      Net realized investment gains                            117,615             107,445              62,959
      Other revenue                                             82,798              68,401              63,141
                                                      -----------------  ------------------  ------------------
Total revenue                                                2,147,576           2,074,379           1,940,542

Benefits and expenses
      Certificate claims and other benefits                    369,443             356,943             345,786
      Increase in certificate reserves                         172,673             150,754             134,900
      Interest credited                                        800,093             775,196             748,350
      Surplus refunds                                          112,264             109,491             105,997
                                                      -----------------  ------------------  ------------------
      Total benefits                                         1,454,473           1,392,384           1,335,033

      Underwriting, acquisition and insurance
        expenses                                               331,352             329,448             303,162
      Fraternal benefits and expenses                          115,070             104,279             104,306
                                                      -----------------  ------------------  ------------------
      Total expenses                                           446,422             433,727             407,468
                                                      -----------------  ------------------  ------------------

Total benefits and expenses                                  1,900,895           1,826,111           1,742,501
                                                      -----------------  ------------------  ------------------

Net income                                                   $ 246,681           $ 248,268           $ 198,041
                                                      =================  ==================  ==================
</TABLE>

See accompanying notes.



                          Aid Association for Lutherans

        Consolidated Statements of Changes in Certificateholders' Surplus


<TABLE>
<CAPTION>
                                                                                  Accumulated
                                                                                     other                     Total
                                                           Accumulated           comprehensive          certificateholders'
                                                             surplus                 income                   surplus
                                                        -------------------  ----------------------- --------------------------

                                                                                    (In Thousands)

<S>                <C>                                         <C>                      <C>                      <C>
Balance at January 1, 1996                                     $ 1,444,085              $   238,680              $   1,682,765
Comprehensive income
  Net income                                                       198,041                        -                    198,041
  Net increase in unrealized
    appreciation of securities
    available for sale  *                                                -                 (89,977)                   (89,977)
                                                        -------------------  ----------------------- --------------------------
Total comprehensive income                                         198,041                 (89,977)                    108,064

Balance at December 31, 1996                                     1,642,126                  148,703                  1,790,829
Comprehensive income
  Net income                                                       248,268                        -                    248,268
  Net increase in unrealized
    appreciation of securities
    available for sale  *                                                -                  178,970                    178,970
                                                        -------------------  ----------------------- --------------------------
Total comprehensive income                                         248,268                  178,970                    427,238

Balance at December 31, 1997                                     1,890,394                  327,673                  2,218,067
Comprehensive income
  Net income                                                       246,681                        -                    246,681
  Net increase in unrealized
    appreciation of securities
    available for sale  *                                                -                   83,691                     83,691
                                                        -------------------  ----------------------- --------------------------
Total comprehensive income                                         246,681                   83,691                    330,372

Balance at December 31, 1998                                   $ 2,137,075              $   411,364              $   2,548,439
                                                        ===================  ======================= ==========================


* Net increase in unrealized  appreciation  of securities  available for sale is
reported net of reclassification adjustment calculated as follows:

                                                               1998                   1997                     1996
                                                        -------------------  ----------------------- --------------------------
Unrealized appreciation of securities
  available for sale                                            $  211,369              $   247,980              $    (11,170)
    Less:  reclassification adjustment for
      realized gains included in net income                        127,678                   69,010                     78,807
                                                        -------------------  ----------------------- --------------------------
Net increase (decrease) in appreciation
  of securities available for sale                               $  83,691              $   178,970              $    (89,977)
                                                        ===================  ======================= ==========================
</TABLE>


See accompanying notes.



                          Aid Association for Lutherans

                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                                          Years Ended December 31
                                                                                  1998              1997              1996
                                                                            ----------------- ----------------- -----------------
                                                                                               (In Thousands)

<S>                                                                                 <C>               <C>               <C>
Operating Activities:
   Net Income                                                                       $246,681          $248,268          $198,041
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Increase in certificate liabilities and accruals                                160,387           131,364           135,911
     Increase in certificateholder funds                                             435,667           424,048           449,570
     (Increase) decrease in deferred acquisition costs                               (8,323)            14,818          (17,547)
     Realized gains on investments                                                 (105,957)         (104,418)          (63,219)
     Provisions for amortization and depreciation                                     19,843            17,902            20,309
     Changes in other assets and liabilities                                          50,563             (682)             3,914
                                                                            ----------------- ----------------- -----------------
   Net cash provided by operating activities                                         798,861           731,300           726,979

Investing Activities:
   Securities available for sale:
     Purchases - fixed maturities                                                (6,269,175)       (2,708,407)       (2,311,534)
     Sales - fixed maturities                                                      4,119,193         1,599,720         1,606,098
     Maturities - fixed maturities                                                   847,842           513,605           476,592
     Purchases - equities                                                          (428,246)         (419,487)         (203,720)
     Sales - equities                                                                402,485           406,714           201,119
   Securities held to maturity:
     Purchases                                                                     (294,364)         (530,430)         (785,732)
     Maturities                                                                      752,177           576,810           435,374
   Mortgage loans funded                                                           (244,184)         (212,634)         (559,005)
   Mortgage loans repaid                                                             318,378           308,598           207,904
   Certificate loans, net                                                              1,818              (64)             (957)
   Other                                                                              43,623           (6,377)             1,351
                                                                            ----------------- ----------------- -----------------
   Net cash used in investing activities                                           (750,453)         (471,952)         (932,510)

Financing Activities:
   Universal life and investment contract receipts                                 1,029,287         1,051,931         1,086,856
   Universal life and investment contract withdrawals                            (1,137,236)       (1,126,545)         (940,777)
                                                                            ----------------- ----------------- -----------------
   Net cash (used in) provided by financing activities                             (107,949)          (74,614)           146,079
                                                                            ----------------- ----------------- -----------------

Net (decrease) increase in cash and cash equivalents                                (59,541)           184,734          (59,452)

Cash and cash equivalents, beginning of year                                         291,302           106,568           166,020
                                                                            ----------------- ----------------- -----------------

Cash and cash equivalents, end of year                                              $231,761          $291,302          $106,568
                                                                            ================= ================= =================
</TABLE>

See accompanying notes.



                          Aid Association for Lutherans

                   Notes to Consolidated Financial Statements

                                December 31, 1998


Note 1.  Nature of Operations and Significant Accounting Policies

Nature of Operations
Aid Association for Lutherans (AAL) is the nation's  largest  fraternal  benefit
society in terms of assets and individual  life insurance in force.  It provides
its 1.7 million members with life insurance and retirement  products (both fixed
and variable),  as well as disability  income and long-term care  insurance,  in
most  states.  Mutual  funds are  offered to members by AAL  Capital  Management
Corporation (CMC). AAL Trust Company, FSB (AALTC), which commenced operations in
November of 1998,  provides personal asset management,  administrative and other
trust services to members.  CMC and AALTC are wholly-owned by AAL Holdings Inc.,
AAL's  wholly-owned  subsidiary.  Credit union services are available to members
from the AAL Member Credit Union, an affiliate of AAL. AAL members are served by
nearly 1,700 district representatives across the country.

Basis of Presentation
The accompanying  consolidated  financial statements of AAL and its wholly-owned
subsidiary have been prepared in accordance with generally  accepted  accounting
principles ("GAAP").

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Principles of Consolidation
The  consolidated   financial  statements  include  the  accounts  of  AAL,  its
wholly-owned subsidiary,  AAL Holdings Inc., and its wholly-owned  subsidiaries,
including  CMC,  AALTC  and  North  Meadows   Investment  Ltd.  All  significant
intercompany transactions have been eliminated.

The  significant  accounting  practices  used in  preparation  of the  financial
statements are summarized as follows:

Investments
Investments in fixed  maturities are classified as available for sale or held to
maturity  according  to  the  holder's  intent.  Securities  classified  in  the
available  for sale  category  are  carried at fair  value and  consist of those
securities  which AAL intends to hold for an  indefinite  period of time but not
necessarily to maturity. Securities in the held to maturity category are carried
at  amortized  cost and  consist of those which AAL has both the ability and the
positive intent to hold to maturity.

Changes in fair values of available  for sale  securities,  after  adjustment of
deferred  acquisition  costs (DAC),  are reported as unrealized  appreciation or
depreciation  directly  in  certificateholders'  surplus as other  comprehensive
income and,  accordingly,  have no effect on net income.  The DAC offsets to the
unrealized  appreciation or depreciation  represent valuation adjustments of DAC
that  would  have been  required  as a charge or credit to  operations  had such
unrealized amounts been realized.

The cost of fixed maturity  investments  classified as available for sale and as
held to maturity is adjusted  for  amortization  of premiums  and  accretion  of
discounts  calculated using the effective interest method.  That amortization or
accretion is included in net investment income.

Mortgage  loans  generally  are  stated at their  outstanding  unpaid  principal
balances.  Interest income is accrued on the unpaid principal balance. Discounts
and premiums are amortized to income using the effective interest method.


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

Investments (Continued)
Investment real estate is valued at original cost plus capital expenditures less
accumulated  depreciation.  Depreciation  is  computed  using the  straight-line
method over the estimated  useful life of the property.  Real estate expected to
be disposed of is carried at the lower of cost or fair value, less cost to sell.

Certificate  loans are generally valued at the aggregate unpaid balances.  Other
investments, consisting of limited partnerships, are valued on the equity basis.

All  investments  are carried net of  allowances  for declines in value that are
other than  temporary;  the changes in those  reserves  are reported as realized
gains or losses on investments.

Realized  gains and  losses on the sale of  investments  and  declines  in value
considered  to be  other  than  temporary  are  recognized  in the  Consolidated
Statements of Income on the specific identification basis.

Securities  loaned under AAL's  securities  lending  agreement are stated in the
Consolidated  Balance Sheets at amortized cost or fair market value,  consistent
with AAL's  classifications  of such securities as held to maturity or available
for  sale.  AAL  measures  the  fair  value of  securities  loaned  against  the
collateral  received  on a daily  basis.  Additional  collateral  is obtained as
necessary to ensure such transactions are adequately collateralized.

Cash and Cash Equivalents
Cash and cash  equivalents  are carried at cost and  include  all highly  liquid
investments purchased with an original maturity of three months or less.

Deferred Acquisition Costs
Costs which vary with and are primarily  attributable  to the  production of new
business have been deferred to the extent such costs are deemed recoverable from
future  profits.  Such  costs  include  commissions,   selling,   selection  and
certificate issue expenses. For interest sensitive life,  participating life and
investment  products,  these costs are  amortized  in  proportion  to  estimated
margins  from  interest,  mortality  and  other  factors  under  the  contracts.
Amortization of acquisition  costs for other  certificates is charged to expense
in proportion to premium revenue recognized.

Property and Equipment
Property and equipment are recorded at cost less accumulated  depreciation.  The
cost of property and equipment is being depreciated by the straight-line  method
over the estimated  useful lives.  Accumulated  depreciation was $94,297,000 and
$113,453,000 at December 31, 1998 and 1997, respectively.

Certificate Liabilities and Accruals
Reserves for future  certificate  benefits for participating  life insurance are
net level reserves computed using the same interest and mortality assumptions as
used to compute  cash  values.  Reserves  for future  certificate  benefits  for
non-participating  life  insurance are also net level  reserves,  computed using
assumptions  as to  mortality,  interest and  withdrawal,  with a provision  for
adverse deviation.  Interest  assumptions  generally range from 2.5% to 4.0% for
participating  life insurance and from 7.8% to 9.6% for  non-participating  life
insurance.


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

Certificate Liabilities and Accruals (Continued)
Reserves  for future  certificate  benefits for  universal  life  insurance  and
deferred  annuities  consist of certificate  account balances before  applicable
surrender  charges.  The average  interest rate credited to account  balances in
1998 was 7.4% for universal life, 6.0% for portfolio-average deferred annuities,
and ranged from 4.4% to 7.2% for investment generation deferred annuities (IGA).

Reserves for health  certificates  are generally  computed using current pricing
assumptions.  For  Medicare  supplement,  disability  income  and long term care
certificates,  reserves  are  computed  on a net  level  basis  using  realistic
assumptions, with provision for adverse deviation.

Claim reserves are established for future payments not yet due on claims already
incurred, relating primarily to health certificates. These reserves are based on
past  experience  and applicable  morbidity  tables.  Reserves are  continuously
reviewed  and  updated,  with any  resulting  adjustments  reflected  in current
operations.

Separate Accounts
Separate  account assets and liabilities  reported in the  accompanying  balance
sheets represent funds that are separately administered for variable annuity and
variable universal life contracts,  and for which the certificateholder,  rather
than  AAL,  bears  the  investment   risk.  Fees  charged  on  separate  account
certificateholder  deposits are included in insurance charges.  Separate account
assets,  which are  stated at fair  value  based on quoted  market  prices,  and
separate account  liabilities are shown  separately in the Consolidated  Balance
Sheets.  Operating  results of the  separate  accounts  are not  included in the
Consolidated Statements of Income.

Insurance Premiums and Charges
For life and some annuity  contracts  other than  universal  life or  investment
contracts,  premiums are  recognized as revenues over the premium paying period,
with  reserves for future  benefits  established  on a prorated  basis from such
premiums.

Revenues for universal life and investment  contracts  consist of policy charges
for the cost of insurance,  policy administration and surrender charges assessed
during the period.  Expenses  include interest  credited to certificate  account
balances  and  benefits  incurred  in excess of  certificate  account  balances.
Certain profits on limited payment certificates are deferred and recognized over
the certificate term.

For health  certificates,  gross premiums are prorated over the contract term of
the certificates with the unearned premium included in the certificate reserves.

Surplus Refunds
Surplus refunds are recognized  over the  certificate  year and are reflected in
the  Consolidated   Statements  of  Income.   The  majority  of  life  insurance
certificates,  except for universal life and term certificates, begin to receive
surplus refunds at the end of the second  certificate year.  Surplus refunds are
not   currently   being  paid  on   interest-sensitive   and  health   insurance
certificates.  Surplus  refund  scales are  approved  annually by AAL's Board of
Directors.





                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 1.  Nature of Operations and Significant Accounting Policies (Continued)

Fraternal Benefits
Fraternal  benefits and expenses  include all  fraternal  activities  as well as
expenses  incurred to provide or  administer  fraternal  benefits,  and expenses
related  to  AAL's  fraternal  character.  This  would  include  items  such  as
benevolences  to help meet the needs of people,  educational  benefits  to raise
community  and family  awareness  of an issue,  as well as various  programs and
church grants.  Expenses, such as those necessary to maintain the branch system,
are also included.

Other Revenue
Other revenue consists primarily of concessions and investment  advisory fees of
CMC.

Income Taxes
AAL, a fraternal benefit society,  qualifies as a tax-exempt  organization under
the Internal Revenue Code. Accordingly, income earned by AAL is generally exempt
from taxation. AAL's wholly-owned subsidiary and its subsidiaries are subject to
federal and state taxation; however, the resulting income taxes are not material
to AAL's financial statements.

Recent Pronouncements
As of January 1, 1998, AAL adopted Financial  Accounting  Standards Board (FASB)
Statement 130,  Reporting  Comprehensive  Income.  Statement 130 establishes new
rules for the reporting and display of comprehensive  income and its components;
however,  the  adoption of this  statement  had no impact on AAL's net income or
certificateholders'  surplus.  Statement 130 requires unrealized appreciation or
depreciation  on AAL's  securities  available for sale,  which prior to adoption
were reported separately in certificateholders' surplus, to be included in other
comprehensive  income. Prior year financial statements have been reclassified to
conform to the requirements of Statement 130.

In  June  1998,  the  FASB  issued  Statement  133,  Accounting  for  Derivative
Instruments  and  Hedging  Activities,  which is required to be adopted in years
beginning  after  June 15,  1999.  Because  of AAL's  minimal  involvement  with
derivative  instruments and hedging  activities,  management does not anticipate
that the  adoption  of the new  statement  will  have a  significant  effect  on
earnings or the financial position of AAL.




                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments

AAL's  investments  in  available  for  sale  securities  and  held to  maturity
securities are summarized as follows:
<TABLE>
<CAPTION>
                                                                             Gross            Gross          Estimated
                                                          Amortized        Unrealized       Unrealized          Fair
                                                            Cost             Gains            Losses           Value
                                                      ------------------ ---------------  --------------- -----------------
                                                                                 (In Thousands)
<S>                                                          <C>                <C>            <C>              <C>
Available for sale securities at December 31, 1998:
    Fixed maturity securities:
        Loan-backed obligations of U.S.
          Government corporations
          and agencies                                       $1,741,661         $17,854        $ (2,203)        $1,757,312
        Obligations of other
          governments, states and
          political subdivisions                                 18,528             996                             19,524
                                                                                                       -
        Corporate bonds                                       5,862,020         147,705         (28,691)         5,981,034
        Mortgage & asset-backed securities                    1,292,057          18,926          (1,812)         1,309,171
                                                      ------------------ ---------------  --------------- -----------------
        Total fixed maturity securities                       8,914,266         185,481         (32,706)         9,067,041
    Equity securities                                           531,061         292,458                            823,519
                                                                                                       -
                                                      ------------------ ---------------  --------------- -----------------
Total                                                        $9,445,327        $477,939       $ (32,706)        $9,890,560
                                                      ================== ===============  =============== =================


Held to maturity securities at December 31, 1998:
    Fixed maturity securities:
        U.S. Treasury securities and
          non-loan-backed obligations
          of U.S. Government
          corporations and agencies                            $ 30,845         $ 1,387          $ (420)          $ 31,812
        Loan-backed obligations of U.S.
          Government corporations
          and agencies                                          320,156          32,406                            352,562
                                                                                                       -
        Obligations of other
          governments, states and
          political subdivisions                                 53,983             834            (623)            54,194
        Corporate bonds                                       2,929,495         124,565          (7,503)         3,046,557
        Mortgage & asset-backed securities                      571,226          14,637             (48)           585,815
                                                      ------------------ ---------------  --------------- -----------------
Total                                                        $3,905,705        $173,829        $ (8,594)        $4,070,940
                                                      ================== ===============  =============== =================

</TABLE>






                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

<TABLE>
<CAPTION>
                                                                             Gross            Gross          Estimated
                                                          Amortized        Unrealized       Unrealized          Fair
                                                            Cost             Gains            Losses           Value
                                                      ------------------ ---------------  --------------- -----------------
                                                                                 (In Thousands)
<S>                                                           <C>               <C>              <C>             <C>
Available for sale securities at December 31, 1997:
    Fixed maturity securities:
        Loan-backed obligations of U.S.
          Government corporations
          and agencies                                        $ 331,935         $ 5,319          $ (297)         $ 336,957
        Obligations of other
          governments, states and
          political subdivisions                                129,229           3,894             (34)           133,089
        Corporate bonds                                       4,985,444         120,781         (10,917)         5,095,308
        Mortgage & asset-backed securities                    2,124,120          33,787          (5,344)         2,152,563
                                                      ------------------ ---------------  --------------- -----------------
        Total fixed maturity securities                       7,570,728         163,781         (16,592)         7,717,917
    Equity securities                                           468,164         213,052                            681,216
                                                                                                       -
                                                      ------------------ ---------------  --------------- -----------------
Total                                                        $8,038,892        $376,833       $ (16,592)        $8,399,133
                                                      ================== ===============  =============== =================


Held to maturity securities at December 31, 1997:
    Fixed maturity securities:
        U.S. Treasury securities and
          non-loan-backed obligations
          of U.S. Government
          corporations and agencies                            $ 38,598         $ 1,729          $ (470)          $ 39,857
        Loan-backed obligations of U.S.
          Government corporations
          and agencies                                          383,182          26,792            (360)           409,614
        Obligations of other
          governments, states and
          political subdivisions                                 59,550             926            (474)            60,002
        Corporate bonds                                       3,051,373         134,047          (5,725)         3,179,695
        Mortgage & asset-backed securities                      833,102          17,760          (1,386)           849,477
                                                      ------------------ ---------------  --------------- -----------------
Total                                                        $4,365,805        $181,254        $ (8,415)        $4,538,645
                                                      ================== ===============  =============== =================
</TABLE>









                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

The amortized  cost and  estimated  fair value of fixed  maturity  securities at
December 31, 1998, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                           Available for Sale                      Held to Maturity
                                                   ------------------------------------   ------------------------------------
                                                      Amortized             Fair             Amortized            Fair
                                                         Cost              Value                Cost              Value
                                                   -----------------  -----------------   ----------------- ------------------
                                                                                 (In Thousands)

<S>                                                       <C>                <C>                 <C>                <C>
Due in one year or less                                   $ 256,545          $ 258,984           $ 206,753          $ 210,971
Due after one year through five years                     3,411,546          3,478,956           1,272,248          1,317,236
Due after five years through ten years                    1,976,689          2,014,414             998,402          1,033,607
Due after ten years                                         235,768            248,204             536,920            570,749
                                                   -----------------  -----------------   ----------------- ------------------
Total fixed maturity securities
excluding mortgage and
asset-backed bonds                                        5,880,548          6,000,558           3,014,323          3,132,563
Loan-backed obligations of U.S.
Government corporations and
agencies                                                  1,741,661          1,757,312             320,156            352,562
Mortgage and asset-backed securities                      1,292,057          1,309,171             571,226            585,815
                                                   -----------------  -----------------   ----------------- ------------------

Total fixed maturity securities                          $8,914,266         $9,067,041          $3,905,705         $4,070,940
                                                   =================  =================   ================= ==================


Major categories of AAL's investment income are summarized as follows:

                                                                                      Years Ended December 31
                                                                            1998                1997              1996
                                                                      -----------------   ----------------- ------------------
                                                                                          (In Thousands)

Fixed maturity securities                                                    $ 884,754           $ 854,080          $ 828,565
Equity securities                                                               23,375              20,257             11,030
Mortgage loans                                                                 279,025             294,285            284,534
Investment real estate                                                          17,988              19,570             21,998
Certificate loans                                                               35,184              34,993             34,882
Other invested assets                                                            4,628               4,594              6,666
                                                                      -----------------   ----------------- ------------------
Gross investment income                                                      1,244,954           1,227,779          1,187,675
Investment expenses                                                             13,270              17,298             16,085
                                                                      -----------------   ----------------- ------------------
Net investment income                                                       $1,231,684          $1,210,481         $1,171,590
                                                                      =================   ================= ==================
</TABLE>





                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

AAL's realized gains and losses on investments are summarized as follows:

<TABLE>
<CAPTION>
                                                                           Years Ended December 31
                                                                    1998            1997             1996
                                                               ---------------  --------------  ---------------
                                                                               (In Thousands)
<S>                                                                   <C>             <C>              <C>
Securities available for sale:
      Fixed maturity securities:
         Gross realized gains                                         $69,246         $47,366          $41,313
         Gross realized losses                                       (16,316)        (11,350)          (9,058)

      Equity securities:
         Gross realized gains                                          76,231          66,140           37,001
         Gross realized losses                                       (37,398)         (5,537)          (7,546)

Other investments, net                                                 25,852          10,826            1,249
                                                               ---------------  --------------  ---------------
Net realized investment gains                                        $117,615        $107,445          $62,959
                                                               ===============  ==============  ===============


Net unrealized  appreciation of securities  available for sale credited directly
to certificateholders' surplus as other comprehensive income was as follows:

                                                                                     December 31
                                                                        1998            1997             1996
                                                                   ---------------  --------------  ---------------
                                                                                    (In Thousands)

Fair value adjustment to available for sale securities                   $445,233        $360,241         $151,389

Decrease in deferred acquisition costs                                   (33,869)        (32,568)          (2,686)
                                                                   ---------------  --------------  ---------------

Net unrealized gains on available for sale securities                    $411,364        $327,673         $148,703
                                                                   ===============  ==============  ===============


The net increase  (decrease) in accumulated  other  comprehensive  income due to
unrealized appreciation of securities available for sale is as follows:

                                                                                Years Ended December 31
                                                                        1998            1997             1996
                                                                   ---------------  --------------  ----------------
                                                                                    (In Thousands)

Fixed maturity securities available for sale                              $ 5,586        $138,125        $(187,064)
Equity securities available for sale                                       79,406          70,727            53,659
Deferred acquisition costs                                                (1,301)        (29,882)            43,428
                                                                   ---------------  --------------  ----------------
                                                                          $83,691        $178,970         $(89,977)
                                                                   ===============  ==============  ================
</TABLE>


                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 2.  Investments (Continued)

AAL invests in mortgage  loans,  principally  involving  commercial real estate.
Such  investments  consist of first mortgage liens on completed income producing
properties.  AAL manages its  investments in mortgage loans to limit credit risk
by diversifying  among various  geographic regions and property types as follows
as of December 31, 1998:

<TABLE>
<CAPTION>
                                                                                     Principal        Percent
                                                                                 ------------------  ----------
                                                                                  (In Thousands)
<S>                                                                                    <C>                <C>
Geographic Region:
      Pacific                                                                          $ 1,034,925        31.7
      South Atlantic                                                                     1,108,708        33.9
      Midwest                                                                              612,823        18.8
      Other                                                                                511,423        15.6
                                                                                 ------------------  ----------

      Total Mortgage Loans                                                             $ 3,267,879       100.0
                                                                                 ==================  ==========

Property Type:
      Office                                                                             $ 828,505        25.4
      Industrial                                                                           890,291        27.2
      Retail                                                                               418,166        12.8
      Residential                                                                          392,198        12.0
      Church                                                                               222,635         6.8
      Other                                                                                516,084        15.8
                                                                                 ------------------  ----------

      Total Mortgage Loans                                                             $ 3,267,879       100.0
                                                                                 ==================  ==========

The following table presents changes in the allowance for credit losses:

                                                                        Years Ended December 31
                                                                1998              1997              1996
                                                          ----------------- ----------------- -----------------
                                                                             (In Thousands)

Balance at January 1                                              $123,880          $139,702          $134,402

Provisions for credit losses                                       (3,219)          (13,264)             9,066
Charge offs                                                        (2,291)           (2,558)           (3,766)
                                                          ----------------- ----------------- -----------------

Balance at December 31                                            $118,370          $123,880          $139,702
                                                          ================= ================= =================
</TABLE>

AAL's  investment in mortgage loans includes  $198,314,000  and  $233,938,000 of
loans  that are  considered  to be  impaired  at  December  31,  1998 and  1997,
respectively,  for which the related allowance for credit losses are $38,167,000
and  $43,484,000  at  December  31,  1998 and 1997,  respectively.  The  average
recorded  investment in impaired  loans during the years ended December 31, 1998
and 1997, was $216,126,000 and $257,907,000, respectively. AAL recorded interest
income, using the accrual method, on impaired loans of $16,460,000,  $18,804,000
and $19,366,000 for 1998, 1997 and 1996, respectively.

                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 3.  Deferred Acquisition Costs

The changes in deferred acquisition costs are as follows:

<TABLE>
<CAPTION>
                                                                              Years Ended December 31
                                                                     1998              1997              1996
                                                                ----------------  ----------------  ----------------
                                                                                  (In Thousands)

<S>                                                                    <C>               <C>               <C>
Balance at beginning of year                                           $659,815          $704,515          $643,540

Acquisition costs deferred:
      Commissions, net of certificate charges                            73,891            76,265            78,627
      Other costs                                                        29,072            27,039            27,499
                                                                ----------------  ----------------  ----------------
      Total deferred                                                    102,963           103,304           106,126

Acquisition costs amortized                                            (94,640)         (118,122)          (88,579)
                                                                ----------------  ----------------  ----------------

Increase (decrease) in deferred acquisition costs                         8,323          (14,818)            17,547

(Decrease) increase related to unrealized
  appreciation of fixed maturity investments
  recorded directly to certificateholders'
  as comprehensive income                                               (1,301)          (29,882)            43,428
                                                                ----------------  ----------------  ----------------

Total increase (decrease)                                                 7,022          (44,700)            60,975
                                                                ----------------  ----------------  ----------------

Balance at end of year                                                 $666,837          $659,815          $704,515
                                                                ================  ================  ================
</TABLE>


Note 4.  Retirement  and Savings Plans and  Postretirement  Benefits  Other Than
Pensions

AAL offers a noncontributory  defined retirement plan and a contributory savings
plan to substantially  all home office and field employees.  The savings plan is
defined under the Internal  Revenue Code section 401(k) as a profit sharing plan
that  allows  participant  contributions  on a  before-tax  basis  as well as an
after-tax basis. AAL also provides postretirement benefits in the form of health
and  life  insurance  for  substantially  all  retired  home  office  and  field
personnel.



                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 4.  Retirement  and Savings Plans and  Postretirement  Benefits  Other Than
Pensions (continued)

The  following  tables  set  forth the  amounts  recognized  in AAL's  financial
statements and the plans' funding status.

<TABLE>
<CAPTION>
                                                 Retirement Plans                     Other Benefits
                                                                     December 31
                                              1998              1997              1998              1997
                                        ----------------- ----------------- ----------------- -----------------
                                                                    (In Thousands)
<S>                                             <C>               <C>               <C>               <C>
Projected benefit obligation for
  services rendered to date                     $268,685          $236,887          $ 41,527          $ 38,993
Plan assets at fair value                        320,987           286,314
                                                                                           -                 -
                                        ----------------- ----------------- ----------------- -----------------

Funded (unfunded) status of
  the plan                                      $ 52,302          $ 49,427        $ (41,527)        $ (38,993)
                                        ================= ================= ================= =================

Accrued liability included in
  consolidated balance sheet                   $ (5,651)         $ (1,080)        $ (42,987)        $ (41,456)
</TABLE>


The following summarizes certain assumptions included in the preceding schedule:

<TABLE>
<CAPTION>
                                           Retirement Plans                         Other Benefits
                                                            Years Ended December 31
                                   1998          1997         1996          1998         1997         1996
                                ------------  -----------  ------------  -----------  ------------ ------------
                                                                (In Thousands)

<S>                                <C>           <C>          <C>           <C>          <C>          <C>
Discount rate                      7.0%          7.5%         8.0%          7.0%         7.5%         8.0%
Expected return
  on plan assets                   9.0%          9.0%         8.5%            -            -            -
Rate of compensation
  increase                         5.0%          5.0%         5.0%            -            -            -
Health care trend rate               -             -            -           6.0%         6.0%         6.0%
</TABLE>





                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 4.  Retirement  and Savings Plans and  Postretirement  Benefits  Other Than
Pensions (continued)

                                                 Years Ended December 31
                                             1998         1997          1996
                                          -----------  ------------  -----------
                                                     (In Thousands)
Savings Plan
  Benefit cost                             $               $ -        $
                                              -                          -
  Employer contributions                      3,833        3,729         3,609
  Employee contributions                    14,014        13,360       12,570
  Benefits paid                             21,804        18,027       12,608

Retirement Plans
  Benefit cost                              $4,571        $4,643       $5,045
  Employer contributions                                   4,771         6,993
                                              -
  Employee contributions
                                              -             -            -
  Benefits paid                             10,595         9,307         8,729

Other Benefits
  Benefit cost                              $3,669        $3,947       $4,156
  Employer contributions
                                              -             -            -
  Employee contributions
                                              -             -            -
  Benefits paid                               2,137        2,531         2,159


Note 5.  Synopsis of Statutory Financial Results

The accompanying  financial  statements differ from those prepared in accordance
with  statutory  accounting  practices  prescribed  or permitted  by  regulatory
authorities. The more significant differences are as follows: (a) investments in
bonds are reported at amortized  cost or at fair value with  unrealized  holding
gains  and  losses  reported  as a  separate  component  of  certificateholders'
surplus,  depending  on their  designation  at  purchase  as held to maturity or
available for sale,  respectively,  rather than being valued based on the bond's
NAIC  rating;  (b) certain  acquisition  costs of new  business are deferred and
amortized  rather  than  being  charged  to  operations  as  incurred;  (c)  the
liabilities for future certificate benefits and expenses are based on reasonably
conservative estimates of expected mortality,  interest,  withdrawals and future
maintenance  and  settlement  expenses  rather  than using  statutory  rates for
mortality and interest;  (d) certain assets,  principally costs in excess of net
assets acquired, furniture, equipment and agents' debit balances are reported as
assets  rather than being  charged to  certificateholders'  surplus and excluded
from the balance sheet; (e) the interest maintenance reserve and asset valuation
reserve are  reported as part of  certificateholders'  surplus  rather than as a
liability;  and (f) revenues for universal  life and  investment-type  contracts
include   mortality,   expense  and  surrender   charges   levied   against  the
certificateholders'  accounts  rather than  including  as revenues  the premiums
received  on  these  certificates.   Expenses  include  interest  added  to  the
certificateholders'   accounts  rather  than  reserve  changes  related  to  the
investment  portion  of these  policies.  Summarized  statutory-basis  financial
information for AAL on an unconsolidated basis is as follows:



                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 5.  Synopsis of Statutory Financial Results (Continued)

<TABLE>
<CAPTION>
<S>                                                 <C>                 <C>                  <C>
                                                                              December 31
                                                                       1998                 1997
                                                                 ------------------  -------------------
                                                                             (In Thousands)

Assets                                                                 $19,417,667          $17,974,813
                                                                 ==================  ===================

Liabilities                                                            $17,899,692          $16,594,333
Unassigned funds                                                         1,517,975            1,380,480
                                                                 ------------------  -------------------
Total liabilities and unassigned funds                                 $19,417,667          $17,974,813
                                                                 ==================  ===================

                                                               Years ended December 31
                                                    1998               1997                 1996
                                               ----------------  ------------------  -------------------
                                                                    (In Thousands)

Premium income and certificate proceeds             $1,806,096          $1,785,172           $1,663,403
Net investment income                                1,218,981           1,205,622            1,162,629
Other income                                            35,977              27,411               23,647
                                               ----------------  ------------------  -------------------
      Total income                                   3,061,054           3,018,205            2,849,679

Reserve increase                                       569,233             518,656              741,518
Certificateholders' benefits                         1,543,577           1,489,662            1,285,702
Surplus refunds                                        114,728             111,981              107,472
Commissions and operating costs                        377,368             362,912              367,155
Other                                                  367,301             365,518              226,097
                                               ----------------  ------------------  -------------------
      Total benefits and expenses                    2,972,207           2,848,729            2,727,944
                                               ----------------  ------------------  -------------------

Net gain from operations                                88,847             169,476              121,735
Net realized capital gains                              44,835              40,281                7,967
                                               ----------------  ------------------  -------------------
      Net income                                     $ 133,682           $ 209,757            $ 129,702
                                               ================  ==================  ===================
</TABLE>


AAL is in compliance with the statutory surplus requirements of all states.


Note 6.  Fair Value of Financial Instruments

The  following  methods  and  assumptions  were used in  estimating  fair  value
disclosures for financial instruments:

Cash and Cash Equivalents
The  carrying  amounts  reported in the  accompanying  balance  sheets for these
instruments approximate their fair values.



                          Aid Association for Lutherans

             Notes to Consolidated Financial Statements (Continued)


Note 6.  Fair Value of Financial Instruments (Continued)

Investment Securities
Fair values for fixed  maturity  securities  are based on quoted  market  prices
where available, or are estimated using values obtained from independent pricing
services.  All fixed maturity issues are  individually  priced based on year-end
market conditions,  the credit quality of the issuing company, the interest rate
and the  maturity  of the  issue.  The fair  values  for  investments  in equity
securities are based on quoted market prices.

Mortgage Loans
The fair values for mortgage  loans are  estimated  using  discounted  cash flow
analyses,  based on interest rates  currently being offered for similar loans to
borrowers with similar credit ratings.  Loans with similar  characteristics  are
aggregated for purposes of the calculations.

Certificate Loans
The carrying amounts reported in the accompanying balance sheets for these loans
are considered to be reasonable estimates of their fair value.

Financial Liabilities
The fair values for AAL's liabilities under investment-type  contracts,  such as
deferred  annuities and other  liabilities,  including  supplementary  contracts
without life  contingencies,  deferred income settlement  options and refunds on
deposit,  are estimated to be the cash  surrender  value payable upon  immediate
withdrawal.  These  amounts  are  included  in  certificateholder  funds  in the
accompanying balance sheets.

The cost and estimated fair value of AAL's financial instruments are as follows:

<TABLE>
<CAPTION>
                                               1998                                      1997
                                         ---------------------------------------  ----------------------------------------
                                                                 Estimated                                 Estimated
                                               Cost              Fair Value              Cost              Fair Value
                                         ------------------  -------------------  -------------------  -------------------
                                                                          (In Thousands)
<S>                                            <C>                  <C>                  <C>                  <C>
Financial Assets:
      Fixed maturities                         $12,819,971          $13,137,981          $11,936,533          $12,256,562
      Equity securities                            531,061              823,519              468,164              681,216
      Mortgage loans                             3,149,509            3,628,252            3,218,193            3,625,645
      Cash and cash equivalents                    231,761              231,761              291,302              291,302
      Certificate loans                            499,509              499,509              501,327              501,327

Financial Liabilities:
      Deferred annuities                         7,309,453            7,238,292            7,354,135            7,256,623
      Variable annuities                         1,433,221            1,356,276              842,301              795,052
      Other                                        680,637              677,814              600,588              598,264
</TABLE>


Note 7.  Contingent Liabilities

AAL is involved in various lawsuits and contingencies  that have arisen from the
normal conduct of business.  Contingent liabilities arising from litigation, tax
and other  matters are not  considered  material  in  relation to the  financial
position of AAL. AAL has not made any provision in the financial  statements for
liabilities, if any, that might ultimately result from these contingencies.
                                           Aid Association for Lutherans

Notes to Consolidated Financial Statements (Continued)


Note 8.  Year 2000 Issue (Unaudited)

AAL is proceeding with its plan to modify internal information  technology to be
ready for the year 2000.  AAL has completed  its  assessment of all systems that
could  be  significantly  affected  by the year  2000.  Programming  to  convert
critical mainframe systems and corporate testing is substantially  complete. The
project also includes  determining  whether  third-party  service providers have
reasonable  plans in place to become year 2000  compliant.  To date this project
has not had a material effect on operations,  nor does AAL expect the project to
have a material effect on future operations.

Management of AAL believes it has an effective plan in place to resolve the year
2000 issue in a timely manner. AAL is currently developing  contingency plans in
the event it does not complete all phases of its year 2000 plan.  Utilization of
such contingency plans is not expected as the project is substantially  complete
and no significant issues have been identified.




<PAGE>




PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits

(a)  Financial Statements:
          No statements are filed because the Variable Account has not commenced
          operations.

     Aid Association for Lutherans

     The following audited financial statements of Aid Association for Lutherans
     ("Depositor")  as of  December  31,  1998  are  included  in Part B of this
     Registration Statement:

          Report of Independent Auditors
          Consolidated Balance Sheets as of  December  31,  1997 and 1998
          Consolidated Statements of Income for the years ended December 31,
               1996, 1997 and 1998
          Consolidated Statements of Changes  in  Certificateholders' Surplus
               for the years ended December 31, 1996, 1997 and 1998
          Consolidated Statements of Cash Flows for the years ended December 31,
               1996, 1997 and 1998
          Notes to Consolidated Financial Statements for the year ended
               December 31, 1998


(b)  Exhibits:


Except as noted below, all required  exhibits have been previously filed and are
incorporated by reference from Registrant's prior  Registration  Statement (File
#333-71853).

<TABLE>
<CAPTION>
<S>            <C>                                                      <C>                               <C>
Exhibit        Name of Exhibit                                          Incorporated by Reference         Filed
Number                                                                                                    Herewith
1              Resolution of the Board of Directors of the Depositor    Pre-Effective Amendment #1
               authorizing the establishment of AAL Variable Annuity    dated February 5, 1999
               Account II

2              Not applicable

3              First Amendment to the Amended and Restated Principal    Post Effective Amendment #7
               Underwriting and Servicing Agreement between Aid         dated April 24, 1999*
               Association for Lutherans (AAL) and AAL Capital
               Management Corporation (AAL CMC) dated March 15, 1999

4(a)           Variable Annuity Certificate                                                                    X

4(b)           Omnibus IRA Endorsements                                 Post Effective Amendments #5
                                                                        dated February 27, 1998* and
                                                                        #7 dated April 24, 1999*

4(c)           403(b) Endorsement and SIMPLE-IRA Endorsement            Post Effective Amendment #5
                                                                        dated February 27, 1998*

4(d)           Variation pages applicable to Certificates used in
               various states                                                                                  X

5(a)           Standard Computer Certificate Application Form                                                  X


5(c)           Section 1035 Exchange Form

                                                                        Post-Effective Amendment #7
                                                                        dated April 24, 1999*

5(d)           Omnibus IRA Disclosures and Financial Disclosures

                                                                        Post Effective Amendment #5
                                                                        dated February 27, 1998* and
                                                                        #7 dated April 24, 1999*

6(a)           Articles of Incorporation of Depositor                   Post
                                                                        Effective Amendment #3 dated
                                                                        April 18, 1997*

6(b)           Bylaws of Depositor                                      Post Effective Amendment #7
                                                                        dated April 24, 1999*

7              Not applicable

8(a)           Amended and Restated Participation Agreement between
               AAL and the AAL Variable Product Series Fund, Inc.
               (the "Fund) as of March 15, 1999                         Post-Effective Amendment #7
                                                                        dated April 24, 1999*

8(b)           Amendment to the Trade Name/Service Mark Licensing       Post Effective Amendment #7
               Agreement between AAL and the Fund dated March 15, 1999  dated April 24, 1999*

9              Opinion of Counsel as to the legality of the
               securities being registered (including written consent)                                         X

10             Consent of Independent Auditors                                                                 X

11             Not applicable

12             Not applicable

13             Not applicable

*  Incorporated  herein  by  reference  from  the  Registrant's   Post-Effective
Amendment listed above to the  Registration  Statement filed with the Securities
and Exchange  Commission  via EDGAR on the date listed  (File Nos.  33-82054 and
811-8660).


</TABLE>

Item 25. Directors and Officers of the Depositor

The directors,  executive  officers and, to the extent  responsible for variable
annuity operations, other officers of Depositor, are listed below:


Name and Principal                                 Positions and Offices
Business Address                                   With Depositor

Richard L. Gunderson
10801 E. Happy Valley Road #67                     Chairman of the Board
 Scottsdale, AZ   85255

John O. Gilbert
4321 North Ballard Road                            Director, President and
Appleton, WI  54919                                Chief Executive Officer

Herbert J. Arkebauer
Professor
Speech and Hearing Science
Southwest State University
Springfield, MO  65802                             Director

Raymond G. Avischious
Formerly President & General Manager
Shurfine-Central
4200 Oaksbury Lane                                 Director
Rolling Meadows, IL 60008

Richard E. Beumer
President
Sverdrup Corporation
2545 Trevor Lane
Colorado Springs, CO  80919                        Director

Kenneth Daly
Partner
KPMG Peat Marwick
1600 Market Street
Philadelphia, PA 19103-7201                        Director

Elizabeth A. Duda
2450 Mikler Road
Oviedo, FL 32765                                   Director

Edward A. Engel
President
Edward A. Engel & Associates
P.O. Box 2039
Birmingham, MI 48012                               Director

Gary J. Greenfield
President
Wisconsin Lutheran College
8830 West Bluemound Road
Milwaukee, WI 53226                                Director



<PAGE>




Robert H. Hoffman
Vice President
Taylor Corporation
1725 Roe Crest Drive
P.O. Box 3728                                      Director
North Mankato, MN 56002-3728

Robert E. Long
Senior Vice President Administration
Park Bank
7540 West Capitol Drive
Milwaukee, WI 53216                                Director

Robert B. Peregrine
President
Peregrine Law Offices, S.C.
633 West Wisconsin Avenue
Milwaukee, WI 53203                                Director

Paul D. Schrage
formerly Sr. Exec. Vice President &
Chief Marketing Officer
McDonald's Corporation
1405 Midwest Club                                  Director
Oak Brook, IL  60523

James H. Scott
Principal
Miller Anderson & Shernerd
West Conshohocken, PA 19428                        Director

Kathi P. Seifert
Group President
Kimberly Clark Corporation
Neenah, WI 54956                                   Director

Roger G. Wheeler
President
Wheel-Air Charter, Inc.
8891 Airport Road
Minneapolis, MN 55449                              Director


<PAGE>




E. Marlene Wilson
President
Volunteer Management Associates
1113 Spruce Street, Suite 406
Boulder, CO 80302                                  Director

Rev. Thomas R. Zehnder
President Lutheran Ministry Center
Lutheran Church Missouri Synod
7207 Monetary Drive
Orlando, FL  32809-5724                            Director

Walter S. Rugland
4321 North Ballard Road                            Executive Vice President
Appleton, WI  54919                                And Chief Operating Officer


Woodrow E. Eno, Esq.
4321 North Ballard Road                            Senior Vice President,
Appleton, WI 54919                                 Secretary and General Counsel

Russell A. Evenson
4321 N. Ballard Road                               Senior Vice President
Appleton, WI   54919



Ronald G. Anderson
222 W. College Avenue                              Senior Vice President
Appleton, WI 54919                                 and Chief Investment Officer


Steven A. Weber
4321 North Ballard Road
Appleton, WI 54919                                 Senior Vice President

Fred Ohlde
4321 North Ballard Road
Appleton, WI  54919                                Senior Vice President


Carl Rudolph
4321 North Ballard Road
Appleton, WI  54919                                Vice President, Controller,
                                                   Chief Financial Officer and
                                                   Treasurer




<PAGE>


James H. Abitz
222 West College Avenue
Appleton, WI 54919                                 Vice President

Jon. M. Stellmacher
4321 North Ballard Road
Appleton, WI   54919                               Senior Vice President

James Jawort
4321 North Ballard Road
Appleton, WI 54919                                 Vice President


Gary Mounce
4321 North Ballard Road
Appleton, WI 54919                                 Assistant Vice President

Michael J. Mevis
222 College Avenue                                 Assistant Vice President
Appleton, WI  54919

Robert G. Same
222 W. College Avenue                              Chief Compliance Officer and
Appleton, WI   54919                               Deputy General Counsel

Dan Shinnick
4321 North Ballard Road
Appleton, WI 54919                                 Vice President


     Item 26.  Persons  Controlled by or Under Common  Control with Depositor or
     Registrant


Registrant  is a separate  account  of  Depositor,  established  by the Board of
Directors of Depositor in 1999,  pursuant to the laws of the State of Wisconsin.
Depositor is a fraternal  benefit society  organized under the laws of the State
of  Wisconsin  and  is  owned  by  and  operated  for  its  members.  It  has no
stockholders  and is not  subject  to the  control  of any  affiliated  persons.
Depositor controls the following wholly-owned, direct and indirect subsidiaries:
(a) AAL Holdings,  Inc., a Delaware  corporation  that is a holding company that
has no independent operations;  (b) AAL Capital Management Corporation (AALCMC),
a Delaware corporation that is a registered broker-dealer; and (c) North Meadows
Investment,  Ltd., a Wisconsin  corporation organized for the purpose of holding
and  investing  in real  estate;  (d) The AAL  Trust  Company  FSB,  and (e) AAL
Variable Product Series Fund, Inc. ("Fund"), a Maryland corporation organized as
an open-end management investment company. Financial statements of AAL are filed
on a  consolidated  basis with regard to each of the foregoing  entities,  other
than the Fund, which files separate financial statements.


Item 27. Number of Certificate Owners


The Account has not begun operations.


Item 28. Indemnification

Section 32 of  Depositor's  Bylaws,  filed as an  Exhibit  to this  Registration
Statement,  Section  E,  subsection  (viii) of  Article  Seventh  of the  Fund's
Articles of Incorporation and Article X of the Fund's Bylaws,  and Section Eight
of  AALCMC's  Articles  of  Incorporation,   contain  provisions  requiring  the
indemnification  by  Depositor,   the  Fund,  and  AALCMC  of  their  respective
directors,  officers and certain other  individuals  for any  liability  arising
based on their duties as directors, officers or agents of the Depositor, Fund or
AALCMC,  unless,  in the case of the  Fund,  such  liability  arises  due to the
willful misfeasance,  bad faith, gross negligence,  or reckless disregard of the
duties involved in the conduct of such office.

In addition, Section 3 of the Investment Advisory Agreement between the Fund and
AAL contains a provision  in which the Fund and AAL mutually  agree to indemnify
and hold the  other  party  (including  its  officers,  agents,  and  employees)
harmless  for any and all loss,  cost damage and expense,  including  reasonable
attorney's  fees,  incurred by the other party arising out of their  performance
under the  Agreement,  unless  such  liability  is  incurred  as a result of the
party's  gross  negligence,  bad  faith,  or  willful  misfeasance  or  reckless
disregard of its obligations and duties under the Agreement.

Sections 15 and 16 of the  Transfer  Agency  Agreement  between the Fund and AAL
provide that each party shall indemnify the other for certain liability. Section
15  states  that  AAL  shall  act in good  faith  and use  best  efforts  within
reasonable limits to ensure the accuracy of the services performed for the Fund,
but assumes no  responsibility  for loss or damage due to errors.  However,  AAL
will hold the Fund  harmless from all loss,  cost damage and expense,  including
reasonable  attorney's  fees,  incurred  by the Fund as a result of AAL's  gross
negligence,  bad faith,  or  willful  misfeasance  or by reason of its  reckless
disregard  of its  obligations  and duties under the  Agreement,  or that of its
officers,  agents and employees.  The Fund shall indemnify and hold AAL harmless
for all loss,  cost damage and expense  resulting  from the  performance  of its
duties,  unless due to the gross negligence,  bad faith,  willful misfeasance or
reckless  disregard  of its  obligations  on the  part  of  AAL,  its  officers,
employees and agents.

Section 7 of the  Participation  Agreement  between AAL and the Fund  contains a
provision  in which the Fund and AAL mutually  agree to  indemnify  and hold the
other party (including its Officers, agents, and employees) harmless for any and
all loss,  cost  damage  and  expense,  including  reasonable  attorney's  fees,
incurred  by  the  other  party  arising  out of  their  performance  under  the
Agreement,  unless such  liability is incurred as a result of the party's  gross
negligence,  bad faith,  or willful  misfeasance  or reckless  disregard  of its
obligations and duties under the Agreement.

Section 8 of the Principal  Underwriting and Servicing Agreement between AAL and
AALCMC  contains a provision in which AAL and AALCMC mutually agree to indemnify
and hold the  other  party  (including  its  officers,  agents,  and  employees)
harmless  for any and all loss,  cost damage and expense,  including  reasonable
attorney's  fees,  incurred by the other party arising out of their  performance
under the  Agreement,  unless  such  liability  is  incurred  as a result of the
party's  gross  negligence,  bad  faith,  or  willful  misfeasance  or  reckless
disregard of its obligations and duties under the Agreement.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933  may be  permitted  to  directors,  officers  and  controlling  persons  of
Registrant,  pursuant to the foregoing  provisions or otherwise,  Registrant has
been advised that,  in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other than the payment by  Depositor,  the Fund or AALCMC of
expenses  incurred  or paid by a director  or officer or  controlling  person of
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted  by such  director,  officer or  controlling  person of  Registrant  in
connection with the securities being registered,  Depositor,  the Fund or AALCMC
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question of whether or not such  indemnification  by it is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

An insurance company blanket bond is maintained,  providing $10,000,000 coverage
for officers and employees of Aid  Association for Lutherans (the Depositor) the
Fund and AALCMC,  and $750,000 coverage for their general agents and Depositor's
Representatives, both subject to a $100,000 deductible.

Item 29. Principal Underwriter

(a)      AALCMC,  the principal  underwriter  of the  Certificates,  is also the
         distributor  of the shares of The AAL  Mutual  Funds,  a  Massachusetts
         Business Trust offering a series of individual funds, including The AAL
         Small Cap Stock, Mid Cap Stock,  International,  Capital Growth, Equity
         Income,  Balanced,  High Yield Bond, Municipal Bond, Bond, Money Market
         Funds  (Class A and Class B) and The AAL U.S.  Government  Zero  Coupon
         Target Fund Series 2001 and The AAL U.S.  Government Zero Coupon Target
         Fund  Series  2006,  all of which are  open-end  management  investment
         companies.

(b)      The  directors  and  principal  officers  of AALCMC  are set out below.
         Unless  otherwise  indicated,  the principal  business  address of each
         person named below is 222 West  College  Avenue,  Appleton,  Wisconsin,
         54911.


Name and Principal                 Positions and Offices
Business Address                   With Underwriter

Ronald G. Anderson                 Chairman of the Board and President

Steven A. Weber                    Director


Walter S. Rugland                  Director


Carl J. Rudolph                    Director and Treasurer

Woodrow E. Eno                     Director, Vice President, General Counsel and
                                   Secretary

James H. Abitz                     Director and Senior Vice President

Thomas R. Mischka                  Director and Vice President

Stanley H. Herman                  Director and Vice President

Jon M. Stellmacher                 Director and Vice President

Jeffrey L. Verhagen                Vice President

Robert G. Same                     Assistant Secretary


Lori T. Richardson                 Vice President


Krien VerBerkmoes III              Vice President and Chief Compliance Officer

Paul M. Stadler                    Vice President


Michael J. Mevis                   Vice President


Cindy L. Haas                      Assistant Vice President

Charles D. Gariboldi               Assistant Vice President

Charles A. Friedman                Assistant Vice President

Wendy S. Schmidt                   Assistant Vice President

(c)      Not Applicable.

Item 30. Location of Accounts and Records


The  accounts  and  records of  Registrant  are  located  at the  offices of the
Depositor at 4321 North Ballard Road, Appleton,  Wisconsin,  54919, and 222 West
College  Avenue,  Appleton,  Wisconsin,  54911,  and 125 North Superior  Street,
Appleton, Wisconsin, 54911.



Item 31.  Services

Not Applicable.


Item 32. Undertakings

(a)  Registrant   undertakes  to  file  a   post-effective   amendment  to  this
     Registration  Statement  as  frequently  as is necessary to ensure that the
     audited financial statements in this Registration  Statement are never more
     than 16 months old for so long as payments  under the  Certificates  may be
     accepted.

(b)  Registrant  undertakes to include either: (1) as part of any application to
     purchase a Certificate offered by the Prospectus, a space that an applicant
     can check to  request  a  Statement  of  Additional  Information,  or (2) a
     postcard  or similar  written  communication  affixed to or included in the
     Prospectus  that  the  applicant  can  remove  to send for a  Statement  of
     Additional Information.

(c)  Registrant undertakes to deliver any Statement of Additional Information or
     financial  statements  required  to  be  made  available  under  this  Form
     promptly, upon either written or oral request.

(d)  The  Depository  insurance  company  represents  that the fees and  charges
     deducted under the contract,  in the aggregate,  are reasonable in relation
     to the services  rendered,  the expenses  expected to be incurred,  and the
     risks assumed by the Depositor.



<PAGE>

SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, as amended,  Aid Association for Lutherans,  on behalf of its AAL Variable
Annuity Account II has caused this amended  Registration  Statement to be signed
on its behalf in the City of Appleton and State of Wisconsin on this 27th day of
May, 1999.

                                        AAL VARIABLE ANNUITY ACCOUNT II
                                        (Registrant)

                                   By:  Aid Association for Lutherans
                                        (Depositor, on behalf of itself and
                                        Registrant)


                                   By:  /s/ John O. Gilbert
                                        ---------------------------------------
                                        John O. Gilbert
                                        President and
                                        Chief Executive Officer

         As required by the  Securities Act of 1933,  this amended  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

/s/ John O. Gilbert                   President and
- - -------------------------------       Chief Executive Officer
John O. Gilbert                       (Principal Executive Officer) May 27, 1999



/s/ Carl J. Rudolph                   Vice President, Controller,
- - -------------------------------       Treasurer, and Chief Financial Officer
Carl J. Rudolph                       (Principal Financial Officer,
                                      Principal Accounting Officer) May 27, 1999



All of the Board of Directors:

Herbert J. Arkebauer         John O. Gilbert            Paul D. Schrage
Raymond G. Avischious        Gary J. Greenfield         James H. Scott
Richard E. Beumer            Richard L. Gunderson       Kathi P. Seifert
Kenneth Daly                 Robert H. Hoffman          Roger B. Wheeler
Elizabeth A. Duda            Robert E. Long             E. Marlene Wilson
Edward A. Engel              Robert B. Peregrine        Rev. Thomas R. Zehnder

         John O.  Gilbert,  by signing  his name  hereto,  does hereby sign this
document on behalf of each of the  above-named  Directors of Aid Association for
Lutherans pursuant to powers of attorney duty executed by such persons.

/s/ John O. Gilbert                                      May 27, 1999
- - --------------------------------
John O. Gilbert
Attorney-in-Fact


<PAGE>

                         AAL VARIABLE ANNUITY ACCOUNT II

                                INDEX TO EXHIBITS

         The exhibits below  represent only those exhibits which are newly filed
with this  Registration  Statement.  See Item 24(b) of Part C for  exhibits  not
listed below.


4(a)      Variable Annuity Certificate

4(d)      Variation pages applicable to Certificates used in various states

5(a)      Standard Computer Certificate Application Form

9         Opinion of Counsel

10        Consent of Independent Auditors






                                   JOHN E. DOE
                                 JANUARY 6, 1999
                                     1234567

                         AID ASSOCIATION FOR LUTHERANS
                           A FRATERNAL BENEFIT SOCIETY


                                 SINGLE PREMIUM
                           IMMEDIATE VARIABLE ANNUITY

ANNUITY  PAYMENTS AND DEATH PROCEEDS UNDER THIS  CERTIFICATE,  WHEN BASED ON THE
PERFORMANCE OF THE VARIABLE  ACCOUNT,  MAY INCREASE OR DECREASE DAILY.  THEY ARE
NOT GUARANTEED AS TO DOLLAR AMOUNT.

CERTIFICATE BENEFITS ARE VARIABLE. SEE SECTION 3 PAYMENT OF CERTIFICATE PROCEEDS
AND SECTION 5 FIXED AND VARIABLE ACCOUNTS.

- - -  Single premium
- - -  Periodic payments
- - -  Participating

This is Your  certificate of membership and single  premium  immediate  variable
annuity with Aid Association for Lutherans (AAL). It is a legal contract between
You and AAL.

This  certificate is issued in  consideration of the application and the payment
of the first premium.


                                NOTICE OF 10 DAY
                                 RIGHT TO CANCEL

READ  THIS  CERTIFICATE  CAREFULLY.  Within  10  days  after  You  receive  this
certificate, You may cancel it for any reason. The certificate must be delivered
or mailed with a written  request to Your AAL  district  representative  or AALs
service center.  Within 7 days after AAL receives Your request for cancellation,
AAL will refund the free look value of this  certificate.  Any annuity  payments
that have been  made will be  deducted  from  this  refund.  If  returned,  this
certificate will be void from the beginning.

Signed for Aid  Association  for  Lutherans at the home office,  4321 N. Ballard
Road, Appleton, WI 54919. AAL's telephone number is: (800) 225- 5225.

                                             Secretary            President


             AID ASSOCIATION FOR LUTHERANS

<PAGE>


                         TABLE OF CERTIFICATE PROVISIONS

1.       General Provisions
1.1      Definitions
1.2      Entire Contract
1.3      Change of Contract
1.4      Incontestability
1.5      Age and Sex
1.6      Maintenance of Solvency
1.7      Report

2.       Membership, Ownership and Assignment
2.1      Membership
2.2      Ownership
2.3      Assignment
2.4      Protection from Creditors

3.       Payment of Certificate Proceeds
3.1      Annuity Payment
3.2      Calculation of Variable Annuity Payments
3.3      Number of Annuity Units
3.4      Annuity Unit Value
3.5      Change in Annuity Unit Allocation
3.6      Death Proceeds
3.7      Evidence of Age or Survival
3.8      Filing a Death Claim

4.       Surplus Refunds
4.1      Surplus Refunds

5.       Fixed and Variable Accounts
5.1      Fixed Account
5.2      Variable Account
5.3      Change of Portfolio or Investment Policy


6.       Withdrawals and Surrender
6.1      Withdrawals
6.2      Surrender
6.3      Delay of Payment

7.       Beneficiary
7.1      Beneficiary Designation
7.2      Order of Payment
7.3      Change of Beneficiary Designation

A copy of the application follows Section 7.


<PAGE>


1.  GENERAL PROVISIONS

1.1  DEFINITIONS    As used in this certificate:

                    "AAL" means Aid Association for Lutherans.

                    "AAL's service center" is the location where  administration
                    of this certificate will occur.

                    "Annuitant"  means the  person(s)  on whose life the annuity
                    payments are based. The annuitant(s) is shown on page 3.

                    "Annuity  payment period" is the period during which annuity
                    payments are made.

                    "Annuity unit" is an accounting unit of measure.  It is used
                    to calculate the amount of the annuity payment.

                    "Assumed  investment  return" is the investment  return upon
                    which the variable  annuity payments in this certificate are
                    based.

                    "Commuted  Value" means the present value of future payments
                    for the remaining  guaranteed  payment period.  The interest
                    rate used to discount the  remaining  payments will be equal
                    to the maximum  valuation  interest rate for Single  Premium
                    Immediate Annuities, as prescribed by the standard valuation
                    law, for the year the contract was issued, plus 2%.

                    "Fixed  account"  is part of  AAL's  general  account  which
                    includes  all  of  AAL's  assets  other  than  those  in any
                    separate account of AAL.

                    "Free look  value" is the value of the annuity  units,  that
                    were  purchased  by the  single  premium,  on the day AAL is
                    notified  of Your  desire to cancel  this  certificate.

                    "Fund" means the AAL Variable  Product Series Fund, Inc. The
                    fund  has  portfolios   that   correspond  to  each  of  the
                    subaccounts of the variable account.  The current portfolios
                    are shown on page 3.

                    "Net asset value"  means the value of any fund  portfolio as
                    computed for any  valuation  period as described in the fund
                    prospectus.


<PAGE>

                    "Payee" means the person(s) who receives  periodic  payments
                    under the certificate. The payee is shown on page 3.

                    "Proof  of  Death"  means  a  certified  copy  of the  death
                    certificate,  a  certified  decree  of a court of  competent
                    jurisdiction as to the finding of death, a written statement
                    by a medical doctor who attended the deceased,  or any other
                    proof satisfactory to AAL.

                    "Subaccount"  means a subdivision  of the variable  account.
                    Each  subaccount  invests  exclusively  in the  shares  of a
                    corresponding portfolio of the fund. The current subaccounts
                    are shown on page 3.

                    "Valuation date" means every day the New York Stock Exchange
                    is open for regular trading and AAL is open for business.

                    "Valuation  period" means the period of time from the end of
                    one valuation date to the end of the next valuation date.

                    "Variable  account" means the AAL Variable  Annuity  Account
                    II. It is a separate account of AAL.

                    "Written Request" means a written request signed by You that
                    is satisfactory in form and content to AAL.

                    "You" or "Your" means the owner(s) of this certificate.

1.2  ENTIRE CONTRACT

                    The entire contract is made up of:

                    This  certificate,  including any attached  endorsements  or
                    amendments;

                    The attached application; and

                    The AAL Articles of Incorporation and Bylaws.

1.3  CHANGE OF  CONTRACT

                    Any changes to the Articles of Incorporation and Bylaws made
                    after  this  certificate  is  issued  will  not  reduce  the
                    benefits AAL promises to pay.

                    No  representative  of  AAL,  except  the  president  or the
                    secretary, may change any part of this certificate on behalf
                    of AAL.


<PAGE>




To continue treatment of this certificate as an annuity,  AAL reserves the right
to amend this  certificate  at any time without  Your consent if AAL  determines
that  such  amendment  is  necessary  for the  certificate  to  comply  with the
provisions of the Internal Revenue Code or any regulation or ruling  thereunder,
or with any other applicable federal or state law, rule or regulation.

1.4  INCONTESTABILITY

                    This certificate will be incontestable from its issue date.



1.5  AGE AND SEX    The issue  age(s) is the age  nearest  the  birthday  of the
                    annuitant(s) on the issue date. This is based on the date of
                    birth given in the application. The issue age(s) is shown on
                    page 3.

                    The values of this  certificate are based on the age and sex
                    of the  annuitant(s)  on the date of  issue.  If the date of
                    birth or sex of the  annuitant(s)  is  incorrect as shown in
                    the  application,  AAL will  adjust  any  amount  payable to
                    conform to the  correct  date of birth or sex on the date of
                    issue


1.6  MAINTENANCE OF SOLVENCY

                    This provision applies only to values in the fixed account.

                    If  AAL's  reserves  for any  class of  certificates  become
                    impaired,  You may be  required  to make an  extra  payment.
                    AAL's Board of Directors  will  determine  the amount of any
                    extra  payment  based  on each  member's  fair  share of the
                    deficiency.

                    If the  payment  is not  made,  it  will  be  charged  as an
                    indebtedness  against this  certificate  with  interest at a
                    rate of 5% per year, compounded annually.  You may choose an
                    equivalent   reduction   in  benefits   instead  of,  or  in
                    combination with, the payment or indebtedness.

                    Any   indebtedness   and  interest   charged   against  this
                    certificate,  or any  agreement for a reduction in benefits,
                    shall  have  priority  over  the  interest  of any  owner or
                    beneficiary under this certificate.

1.7  REPORT         AAL will send a report to You at least once each certificate
                    year or upon  request.  The  report  will show the values of
                    this certificate and any additional  information required by
                    law.



<PAGE>




2.  MEMBERSHIP, OWNERSHIP AND ASSIGNMENT

2.1  MEMBERSHIP     If this certificate was issued as an adult certificate,  the
                    person(s) who applied for this  certificate and is listed as
                    the member(s) on the  application is a benefit  member(s) of
                    AAL.

                    If this  certificate  was issued as a juvenile  certificate,
                    the  annuitant  will  become a benefit  member of AAL on the
                    anniversary  of the  issue  date of this  certificate  on or
                    following the annuitant's 16th birthday.

                    This  membership  cannot be  transferred.  The privileges of
                    membership  are stated in the AAL Articles of  Incorporation
                    and Bylaws.

2.2  OWNERSHIP

                    The owner of this  certificate  may exercise every right and
                    enjoy every benefit provided in this certificate.

                    If this certificate was issued as an adult certificate,  the
                    owner of this  certificate is the person or entity listed as
                    owner on the application. The owner is shown on page 3.

                    If this  certificate  was issued as a juvenile  certificate,
                    the  annuitant  shown  on  page  3  is  the  owner  of  this
                    certificate.  However,  because of age, the annuitant cannot
                    exercise  the  rights  of  ownership  in  this  certificate.
                    Therefore,  the person who applied for this  certificate  as
                    applicant/controller  will have control of it. Control means
                    having the ability to exercise  the rights of  ownership  on
                    behalf of the  annuitant.  The  person who has  control  may
                    transfer control to another eligible person as determined by
                    AAL, but cannot transfer ownership.

                    The annuitant will obtain control of this certificate on the
                    earliest of the following dates:

                    On the date of death of the person  who has  control if that
                    person dies after the  anniversary of the issue date of this
                    certificate on or following the  annuitant's  16th birthday;
                    or

                    On the date  the  person  who has  control  transfers  it in
                    writing to the annuitant, after the anniversary of the issue
                    date of this  certificate  on or following  the  annuitant's
                    16th birthday; or


<PAGE>

                    On the anniversary of the issue date of this  certificate on
                    or following the annuitant's 21st birthday.

                    If the  person  who has  control  of this  certificate  dies
                    before the annuitant reaches annuity age 16. control will be
                    vested in an eligible person according to the Bylaws of AAL.

                    If AAL determines that it is best for the annuitant, control
                    of  this  certificate  may  be  transferred  to  some  other
                    eligible person according to the Bylaws of AAL.



<PAGE>


2.3  ASSIGNMENT     This  certificate  or  its  periodic  payments  may  not  be
                    assigned.


2.4  PROTECTION FROM CREDITORS

                    The  initial   amount  and  all  payments  made  under  this
                    certificate  will be exempt from creditors'  claims and from
                    legal process to the extent permitted by law.


3. PAYMENT OF CERTIFICATE PROCEEDS

3.1  ANNUITY PAYMENTS

                    AAL will  make  payments  to the  payee  while at least  one
                    annuitant  is alive as  shown on page 3. The  first  payment
                    will  be made  on the  first  payment  date.  Payments  will
                    continue to be made as shown.  The amount of each payment is
                    the  guaranteed  periodic  payment  plus any surplus  refund
                    payable  according to Section 4. The first  payment date and
                    the guaranteed periodic payment are as shown.

3.2  CALCULATION OF VARIABLE ANNUITY PAYMENTS


                    If a variable settlement option is selected, each payment is
                    defined in terms of annuity units.  The total amount payable
                    is the sum of the payments  attributable to each subaccount.
                    This  amount is  determined  by  multiplying  the  number of
                    annuity units attributable to each subaccount by the annuity
                    unit value of the subaccount.  The first payment is based on
                    the annuity unit value as of the issue date.

                    For the second and subsequent payments, the payment is based
                    on the annuity  unit value as of the annuity  payment  date.
                    The net  performance of the underlying  subaccounts  will be
                    compared  to the assumed  investment  return and the payment
                    will be  adjusted  accordingly.  If the net  performance  is
                    greater than the assumed investment return, the payment will
                    increase; if it is the same, the payment will not change; if
                    it is less, the payment will decrease.

3.3  NUMBER OF ANNUITY UNITS

               The  number of  annuity  units  payable  from any  subaccount  is
               determined on the issue date. The number of annuity units remains
               unchanged  during the annuity payment  period,  unless you make a
               change  in  annuity  unit  allocation  or a  reduction  factor is
               indicated on page 3. The  "reduction  factor" only applies when a
               joint life income is elected.  The  reduction  factor  states how
               much the annuity units and fixed account  payment will be reduced
               upon the  death of one of the  annuitants  after  the  guaranteed
               payment period has elapsed.

3.4  ANNUITY UNIT VALUE

                    For each subaccount,  the annuity unit value is set when the
                    subaccount  was  established.  The  annuity  unit  value may
                    increase or decrease from one valuation period to the next.

                    On  any  valuation  date,  the  annuity  unit  value  for  a
                    subaccount is equal to:

                    The annuity unit value for the  subaccount at the end of the
                    prior   valuation   date;   multiplied  by  The   subaccount
                    investment factor; multiplied by

                    A discount  factor  which  adjusts the annuity unit value to
                    reflect the assumed investment return.

                    The subaccount investment factor is equal to:

                    The net asset value of the  corresponding  fund portfolio at
                    the end of the valuation period;

                    Plus  the  amount  of any  dividend,  capital  gain or other
                    distribution made by the fund portfolio if the "ex-dividend"
                    date occurs during the valuation period;

                    Plus or minus any  cumulative  charge  or  credit  for taxes
                    reserved  which is  determined  by AAL to have resulted from
                    the operation of the portfolio;

                    Minus the  mortality and expense risk charge AAL deducts for
                    each day in the valuation period. This mortality and expense
                    risk charge is guaranteed not to exceed, on an annual basis,
                    1.25% of the daily value of the subaccount;

                    Divided  by the net asset  value of the  corresponding  fund
                    portfolio at the beginning of the valuation period.



<PAGE>


3.5  CHANGE IN ANNUITY UNIT ALLOCATION

                    The   allocation   of  annuity   units  among  the  variable
                    subaccounts  and fixed  account  may be  changed  during the
                    annuity  payment  period.  A written request must be sent to
                    AAL's service center.  The selected payment option will stay
                    the same.  Reallocation  of annuity units is allowed between
                    the variable  subaccounts  and from variable  subaccounts to
                    the  fixed  account.  However,  annuity  units in the  fixed
                    account cannot be reallocated to the variable subaccounts.

                    Any change in annuity  unit  allocation  will affect  future
                    annuity  payments.  The change will be effective and amounts
                    will  be  reallocated  at the  end of the  valuation  period
                    during  which  Your  written  request is  received  at AAL's
                    service center.

                    If the  reallocation is between  variable  subaccounts,  the
                    change will be made on the basis of annuity unit values. The
                    number of annuity units from the existing subaccount will be
                    changed to a number of annuity units in the new  subaccount.
                    At the time of  reallocation,  the number of  annuity  units
                    will be set equal to the number of units which are needed to
                    pay  the  same  amount  from  the  new   subaccount.   After
                    reallocation, annuity payments will reflect the annuity unit
                    value of the newly selected subaccount.

                    If the reallocation is from a variable  subaccount(s) to the
                    fixed account,  the amounts held by AAL as a reserve for the
                    portion  being  reallocated  will  be  used  to fund a fixed
                    income. The appropriate annuity payment rate will be applied
                    to the reserve amount to determine the annuity payment.  The
                    annuity  payment rate will be based on the nearest  attained
                    age of the  annuitant(s)  at the time of  reallocation,  and
                    will reflect the current payment rates at that time.


                    You may make up to 12 changes in annuity unit  allocation in
                    each  certificate  year.  The  first  two  changes  in  each
                    certificate  year will be without charge.  Thereafter,  each
                    change  in a  certificate  year  will  be  subject  to a $25
                    charge.


3.6  DEATH PROCEEDS

                    AAL will make payments to the beneficiary  upon the death of
                    the last  surviving  annuitant if the annuitant  dies within
                    the  guaranteed   payment  period.  The  guaranteed  payment
                    period, as shown on page 3, is measured from the issue date.
                    AAL  will  pay the  guaranteed  periodic  payment  plus  any
                    surplus  refund  payable.  Surplus  refunds are described in
                    Section 4.1.  Payments will be made at the payment frequency
                    then  in  effect  until  the end of the  guaranteed  payment
                    period, at which time this certificate shall terminate.

                    Instead of receiving  these  payments,  the  beneficiary may
                    take the commuted value as a single payment.



<PAGE>


3.7  EVIDENCE OF AGE OR SURVIVAL

                    AAL may require  satisfactory proof of correct age or sex at
                    any time. If any payment under this contract  depends on the
                    annuitant being alive, AAL may require satisfactory proof of
                    survival.  If such proof is not  furnished,  AAL may suspend
                    payments.


3.8  FILING A DEATH CLAIM



                    Written  notice  of  death  must be  given  to AAL at  AAL's
                    service center.  Notice should include the annuitant's  name
                    and the certificate  number. Help may be obtained through an
                    AAL district representative.


                    A claim  form will be sent upon  receiving  the death  claim
                    notice. Complete the claim form and send it to AAL's service
                    center along with a certified copy of the death  certificate
                    or other legal proof of death.  Processing of the claim will
                    begin as soon as these items are received.


4.  SURPLUS REFUNDS

4.1  SURPLUS REFUNDS

                    This is a participating  certificate.  Premiums allocated to
                    the fixed account will share in any surplus refunds declared
                    annually by the AAL Board of Directors.  Surplus refunds, if
                    any,  are  payable  in cash  with each  guaranteed  periodic
                    payment as shown on page 3.

5.  FIXED AND VARIABLE ACCOUNTS

5.1  FIXED ACCOUNT


                    Premiums allocated to the fixed account and transfers from a
                    subaccount to the fixed  account  become part of the general
                    account assets of AAL. The general  account  includes all of
                    AAL's assets, except those assets segregated in the variable
                    account or any other separate account of AAL.



<PAGE>


5.2  VARIABLE ACCOUNT

                    The AAL Variable Annuity Account II is a separate investment
                    account established by AAL under Wisconsin law. The variable
                    account  is  registered  with the  Securities  and  Exchange
                    Commission as a unit  investment  trust under the Investment
                    Company Act of 1940.

                    AAL uses the assets of the variable account to buy shares in
                    the AAL  Variable  Product  Series  Fund,  Inc.  The fund is
                    registered with the Securities and Exchange Commission under
                    the Investment Company Act of 1940 as a diversified open-end
                    management  investment  company.  The  variable  account has
                    subaccounts  which are  invested in  corresponding  specific
                    portfolios of the fund. These subaccounts and portfolios are
                    shown on page 3.

                    AAL, consistent with then applicable law, may:

                    Create new separate accounts;

                    Combine  with  another  separate   account,   operate  as  a
                    management  investment company,  deregister as an investment
                    company or modify the variable account;

                    Restrict or eliminate any voting  rights of contract  owners
                    or other  persons who have voting  rights as to the variable
                    account;

                    Add, delete, combine or modify subaccounts;

                    Invest the assets of any new  subaccount  in a new portfolio
                    of the fund, a different  investment company or in any other
                    investment; and

                    Make any new  subaccount  available  to you on a basis to be
                    determined by AAL.

                    AAL  reserves  the  right to  substitute  the  shares of any
                    registered  investment  company  already  purchased or to be
                    purchased  in the future by the  variable  account  provided
                    that the  substitution  has been approved by the  Securities
                    and Exchange Commission.

                    AAL owns the assets of the  variable  account and keeps them
                    legally  segregated from the assets of the general  account.
                    The assets of the variable account shall, at the time during
                    the year that  adjustments in the reserves are made,  have a
                    value at least  equal to the  reserves  and  other  contract
                    liabilities with respect to the variable account and, at all
                    other times, shall have a value approximately equal to or in
                    excess of such  reserves and  liabilities,  and shall not be
                    chargeable  with  liabilities   arising  out  of  any  other
                    business  AAL may  conduct,  except to the  extent  that the
                    assets of the variable account exceed the reserves and other
                    contract  liabilities of the variable  account arising under
                    the certificates supported by the variable account.


<PAGE>




                    Income, gains and losses, whether or not realized,  from the
                    assets in each subaccount are credited to or charged against
                    that subaccount without regard to any of AAL's other income,
                    gains or  losses.  The value of the  assets in the  variable
                    account is determined at the end of each valuation date.



<PAGE>


5.3  CHANGE OF PORTFOLIO OR INVESTMENT POLICY

                    AAL may  determine  that a portfolio  of a fund is no longer
                    desirable for  investment by a subaccount or the shares of a
                    portfolio are no longer  available for  investment.  If that
                    occurs, AAL has the right to substitute another portfolio of
                    the fund, or to invest in another investment  company.  This
                    change  would be subject to any required  prior  approval by
                    the  Securities  and Exchange  Commission  and the insurance
                    supervisory officials in the state where this certificate is
                    delivered.  Any  change  in  the  investment  policy  of the
                    variable  account  will be  subject  to any  required  prior
                    approval by the insurance supervisory officials of the state
                    of Wisconsin.  AAL will notify You of any material change in
                    investment policy.


6.  WITHDRAWALS AND SURRENDER

6.1  WITHDRAWALS

                    Unless  this  certificate  and its  payments  are  shown  as
                    irrevocable  on  page  3,  You  may  make   withdrawals  not
                    exceeding the commuted value while the annuitant(s) is alive
                    and during the  guaranteed  payment  period.  The withdrawal
                    will be  effective  on the date Your  request is received at
                    AAL's  service  center.  You  may  select  the  source  of a
                    withdrawal  by  specifically  indicating  the  subaccount or
                    fixed account.  However, we must agree to any selection.  If
                    You  request a  withdrawal  and do not specify the source of
                    the  withdrawal,  we will take the  withdrawal on a pro rata
                    basis from each  subaccount and the fixed  account.  You may
                    not withdraw less than $1000.  If you take a withdrawal,  we
                    will issue You a  supplemental  contract  for the  remaining
                    annuity payments.

6.2  SURRENDER

                    Unless  this  certificate  and its  payments  are  shown  as
                    irrevocable on page 3, You may surrender this certificate at
                    any time while the  annuitant(s) is alive. A written request
                    must be sent to AAL's service center.  The surrender will be
                    effective  on the date Your  request  is  received  at AAL's
                    service center.  AAL will pay You the commuted  value.  Upon
                    payment  of  the  commuted  value,   this  certificate  will
                    terminate.

6.3  DELAY OF PAYMENT

                    Payment  of any  withdrawal  value or  commuted  value  will
                    normally be made within 7 days after Your written request is
                    received at AAL's  service  center.  However,  AAL may delay
                    this  payment or any other type of payment from the variable
                    account for any period when:

                    The New York Stock Exchange is closed for trading other than
                    customary weekend and holiday closings;

                    Trading on the New York Stock Exchange is restricted;

                    An  emergency  exists  as  a  result  of  which  it  is  not
                    reasonably  practicable to dispose of securities held in the
                    variable account or to fairly determine their value; or

                    The Securities and Exchange  Commission by order permits the
                    delay for the protection of security holders.

                    AAL may delay  payment of any  withdrawal  value or commuted
                    value from the fixed  account for up to 6 months  after Your
                    written request is received at AAL's service center.

7.  BENEFICIARY

7.1  BENEFICIARY DESIGNATION

                    You may designate one or more  beneficiaries  to receive the
                    death  proceeds as defined in Section 3.6.  The  beneficiary
                    designation is made at the time of  application.  The Bylaws
                    of   AAL   list   those   eligible   to  be   beneficiaries.
                    Beneficiaries  are  designated  as  first,  second  or third
                    class.


<PAGE>




7.2  ORDER OF PAYMENT

                    Unless   You   indicate   otherwise   in   the   beneficiary
                    designation,  AAL will pay the death  proceeds  as  follows:
                    Equally to the  beneficiaries in the first class who survive
                    the  annuitant(s).  If none in the first  class  survive the
                    annuitant(s), then;

                    Equally to the beneficiaries in the second class who survive
                    the  annuitant(s).  If none in the second class  survive the
                    annuitant(s), then;

                    Equally to the  beneficiaries in the third class who survive
                    the annuitant(s), however;

                    If  any   beneficiary   dies  at  the   same   time  as  the
                    annuitant(s),  or within 15 days after the annuitant(s) dies
                    but before  the death  proceeds  are paid,  AAL will pay the
                    death  proceeds as though that  beneficiary  had died before
                    the annuitant(s).

                    If no  beneficiary  has  been  designated  or  survives  the
                    annuitant(s), AAL will pay the death proceeds to You or Your
                    estate.



<PAGE>


7.3  CHANGE OF BENEFICIARY DESIGNATION

                    You may  change  the  beneficiary  designation  by sending a
                    written request to AAL's service center.  AAL will provide a
                    form  for  You to use to make  this  request.  Your  written
                    request must be received  and approved at the AAL's  service
                    center before it is  effective.  Once  approved,  the change
                    will take effect as of the date You signed the  request.  If
                    no date appears on the request,  the change will take effect
                    on the date it was  received  at the AAL's  service  center,
                    provided  the request was mailed or  actually  delivered  to
                    AAL's service  center while the annuitant was alive.  AAL is
                    not  liable  for any  payment  made or  action  taken by AAL
                    before  receiving  and approving the change at AAL's service
                    center.





SINGLE PREMIUM
IMMEDIATE VARIABLE ANNUITY


- - -  Single premium
- - -  Periodic payments
- - -  Participating





AID ASSOCIATION FOR LUTHERANS
4321 N. Ballard Road, Appleton, WI 54919-0001




                 STATE VARIATIONS TO ANNUITY CONTRACT PROVISIONS

State Variations to the Free Look Provision on the Front Cover

The following provisions replace the existing free look provision located on the
front cover:

20 DAY RETURN OF VALUE - NO REPLACEMENT

NOTICE OF 20 DAY RIGHT TO CANCEL

READ  THIS  CERTIFICATE  CAREFULLY.  Within  20  days  after  You  receive  this
certificate, You may cancel it for any reason. The certificate must be delivered
or mailed with a written  request to Your AAL district  representative  or AAL's
service center.  Within 7 days after AAL receives Your request for cancellation,
AAL will refund the free look value of this  certificate.  Any annuity  payments
made will be deducted from this refund.  If returned,  this  certificate will be
void from the beginning.


10 DAY RETURN OF PREMIUM - NO REPLACEMENT

NOTICE OF 10 DAY RIGHT TO CANCEL

READ  THIS  CERTIFICATE  CAREFULLY.  Within  10  days  after  You  receive  this
certificate, You may cancel it for any reason. The certificate must be delivered
or mailed with a written  request to Your AAL district  representative  or AAL's
service center.  Within 7 days after AAL receives Your request for cancellation,
AAL will refund the  greater of any premium  paid or the free look value of this
certificate.  Any annuity  payments made will be deducted from this refund.  AAL
reserves the right to allocate that portion of the single  premium  amount which
would  otherwise be allocated  to the variable  subaccounts  to the money market
subaccount  until the expiration of 15 days from the issue date shown on page 3.
At the end of this period, the annuity units of the money market subaccount will
be allocated  according to the premium  allocation  percentages You specified in
the application.
If returned, this certificate will be void from the beginning.

20 DAY RETURN OF PREMIUM - NO REPLACEMENT

NOTICE OF 20 DAY RIGHT TO CANCEL

READ  THIS  CERTIFICATE  CAREFULLY.  Within  20  days  after  You  receive  this
certificate, You may cancel it for any reason. The certificate must be delivered
or mailed with a written  request to Your AAL district  representative  or AAL's
service center.  Within 7 days after AAL receives Your request for cancellation,
AAL will refund the  greater of any premium  paid or the free look value of this
certificate.  Any annuity  payments made will be deducted  from this refund.  If
returned, your certificate will be void from the beginning.

AAL reserves the right to allocate  that  portion of the single  premium  amount
which would  otherwise be allocated  to the  variable  subaccounts  to the money
market  subaccount  until the expiration of 25 days from the issue date shown on
page 3. At the end of  this  period,  the  annuity  units  of the  money  market
subaccount will be allocated according to the premium allocation percentages You
specified in the application.

10 DAY RETURN OF VALUE - 20 DAY RETURN 0F PREMIUM FOR REPLACEMENTS

NOTICE OF 10 DAY RIGHT TO CANCEL

READ  THIS  CERTIFICATE  CAREFULLY.  Within  10  days  after  You  receive  this
certificate, You may cancel it for any reason. The certificate must be delivered
or mailed with a written  request to Your AAL district  representative  or AAL's
service center. AAL will refund the free look value of this certificate within 7
days after AAL receives Your request for cancellation. Any annuity payments made
will be deducted from this refund.  If returned,  this  certificate will be void
from the beginning.

However,  if this  certificate  is replacing  another  annuity or life insurance
policy, You may cancel this certificate by returning it within 20 days after You
receive it. In such event,  the  certificate  will be cancelled  and any premium
paid less any  annuity  payment(s)  made will be  refunded.  AAL will refund the
greater  of any  premium  paid or the free look value of this  certificate.  Any
annuity  payments  that have been made will be deducted  from this  refund.  AAL
reserves the right to allocate that portion of the single  premium  amount which
would  otherwise be allocated  to the variable  subaccounts  to the money market
subaccount  until the expiration of 25 days from the issue date shown on page 3.
At the end of this period, the annuity units of the money market subaccount will
be allocated  according to the premium  allocation  percentages You specified in
the application.


10 DAY RETURN OF VALUE -  20 DAY RETURN 0F VALUE FOR REPLACEMENTS

NOTICE OF 10 DAY RIGHT TO CANCEL

READ  THIS  CERTIFICATE  CAREFULLY.  Within  10  days  after  You  receive  this
certificate, You may cancel it for any reason. The certificate must be delivered
or mailed with a written  request to Your AAL district  representative  or AAL's
service center. AAL will refund the free look value of this certificate within 7
days after AAL receives Your request for cancellation. Any annuity payments made
will be deducted from this refund.  If returned,  this  certificate will be void
from the beginning.

However,  if this  certificate  is replacing  another  annuity or life insurance
policy, You may cancel this certificate by returning it within 20 days after You
receive it. In such event,  the certificate  will be cancelled and the free look
value of this  certificate  will be refunded.  Any annuity payments made will be
deducted from this refund.

10 DAY RETURN OF VALUE - 30 DAY RETURN 0F VALUE FOR REPLACEMENTS

NOTICE OF 10 DAY RIGHT TO CANCEL

READ  THIS  CERTIFICATE  CAREFULLY.  Within  10  days  after  You  receive  this
certificate, You may cancel it for any reason. The certificate must be delivered
or mailed with a written  request to Your AAL district  representative  or AAL's
service center. AAL will refund the free look value of this certificate plus any
certificate fees within 7 days after AAL receives Your request for cancellation.
Any annuity payments made will be deducted from this refund.  If returned,  this
certificate will be void from the beginning.

However,  if this  certificate  is replacing  another  annuity or life insurance
policy, You may cancel this certificate by returning it within 30 days after You
receive it. In such event,  the certificate  will be cancelled and the free look
value of this  certificate  plus any  certificate  fees  will be  refunded.  Any
annuity payments made will be deducted from this refund.

10 DAY RETURN OF PREMIUM - 20 DAY RETURN 0F PREMIUM FOR REPLACEMENTS

NOTICE OF 10 DAY RIGHT TO CANCEL

READ  THIS  CERTIFICATE  CAREFULLY.  Within  10  days  after  You  receive  this
certificate, You may cancel it for any reason. The certificate must be delivered
or mailed with a written  request to Your AAL district  representative  or AAL's
service center.

However,  if this  certificate  is replacing  another  annuity or life insurance
policy, You may cancel this certificate by returning it within 20 days after You
receive it. In such event,  the  certificate  will be cancelled  and any premium
paid less any annuity  payment(s) made will be refunded.  AAL reserves the right
to allocate that portion of the single premium  amount which would  otherwise be
allocated to the variable  subaccounts to the money market  subaccount until the
expiration of 15 days (25 days when replacing  another annuity or life insurance
policy)  from the issue  date  shown on page 3. At the end of this  period,  the
annuity units of the money market subaccount will be allocated  according to the
premium allocation percentages You specified in the application.

In either event, within 7 days after AAL receives your request for cancellation,
AAL will refund the  greater of any premium  paid or the free look value of this
certificate.  Any annuity  payments made will be deducted  from this refund.  If
returned, this certificate will be void from the beginning.

10 DAY RETURN OF VALUE

UPON WRITTEN  REQUEST,  AAL WILL  PROVIDE YOU WITHIN A  REASONABLE  TIME FACTUAL
INFORMATION  REGARDING THE BENEFITS AND PROVISIONS OF YOUR ANNUITY CONTRACT.  IF
FOR ANY REASON YOU ARE NOT SATISFIED WITH YOUR ANNUITY CONTRACT,  YOU MAY RETURN
THE ANNUITY CONTRACT WITHIN TEN DAYS AFTER THE CONTRACT IS DELIVERED AND RECEIVE
A REFUND OF THE FREE LOOK VALUE OF THE CERTIFICATE.


30 DAY RETURN OF VALUE

IMPORTANT

YOU  HAVE  PURCHASED  A  VARIABLE  ANNUITY  CONTRACT.  CAREFULLY  REVIEW  IT FOR
LIMITATIONS.

THIS  CERTIFICATE  MAY BE RETURNED  WITHIN 30 DAYS FROM THE DATE YOU RECEIVED IT
FOR A REFUND OF THE FREE LOOK VALUE OF THE CERTIFICATE PLUS ANY CERTIFICATE FEES
ON THE DAY THE  CERTIFICATE  IS RECEIVED BY AAL'S SERVICE CENTER OR THE DISTRICT
REPRESENTATIVE WHO SOLD YOU THIS CERTIFICATE. IF RETURNED, THIS CERTIFICATE WILL
BE VOID FROM THE BEGINNING.

Other State Variations to the Front Cover

Added: WARNING: Any person who knowingly,  and with intent to injure, defraud or
deceive any insurer,  makes any claim for the  proceeds of an  insurance  policy
containing  any  false,  incomplete  or  misleading  information  is guilty of a
felony.

Added:  Accumulated values allocated to the variable account under this contract
are not  covered by an  insurance  guaranty  fund or other  solvency  protection
arrangement because this contract is a contract under which the risk is borne by
the certificateholder.

Added:  Accumulated values allocated to the variable account under this contract
are not  covered by an  insurance  guaranty  fund or other  solvency  protection
arrangement because this contract is a contract under which the risk is borne by
the certificateholder.

State Variation to section 6.2 Surrender

Added: Your request must include all of but not more than the following: A clear
request  for  surrender;  The  certificate  number  of  the  certificate  to  be
surrendered; The name of the annuitant on the certificate to be surrendered; The
signature of the owner of the certificate  and, if applicable,  the signature of
any  collateral  assignee,  irrevocable  beneficiary,  or other person having an
interest  in the  certificate  through  a  legally  binding  document;  and  The
certificate  itself.  If the  certificate  has been lost or destroyed,  You must
provide us with a signed  statement  attesting  that the  certificate is lost or
destroyed.




<TABLE>
<CAPTION>
<S>                      <C>  <C>       <C>       <C>       <C>  <C>            <C>                 <C>
Application For Variable Immediate Annuity With                                 AID ASSOCIATION FOR LUTHERANS
Association For Lutherans, (AAL),
A Fraternal Benefit Society, Appleton, WI 54919                                 4321 N Ballard Road. AppIeton, WI 549I9-0001

Section 1  -  Replacement
- - -----------------
     Yes No
    __   __ Is this certificate intended to replace any part of, or all of, another insurance company's life or annuity contract?
    __   __ Is this certificate intended to replace any part of, or all of, an AAL certificate?
    __   __ Is a 1035 exchange desired?
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Section 2 - Proposed Annuitant
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Name (print title, first, middle, last, and suffix name, as applicable)

- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------ -----------------------------------------------------------------------------------------
Social Security number        Date of birth (mo/day/yr)          Sex            Residence state

- - ------------------------------------------ -----------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Section 3 - Proposed Joint Annuitant (Joint Life Income Only)
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Name (print title, first, middle, last, and suffix name, as applicable)

- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Social Security number        Date of birth (mo/day/yr)          Sex            Residence state

- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Section 4 - Proposed Owner / Applicant (If different than Annuitant)
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Name of entity / trust (print name / title, as applicable)

- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Tax ID                        Type of owners:
                              ____   Trust                       ______________________________
- - ------------------------------------------------------------------------------------------------------------------------------------
Authorized person(s) / trustee(s) who can sign on behalf of entity / trust:
1.
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
2.
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Section 5-Immediate Annuity Product Information
- - ------------------------------------------------------------------------------------------------------------------------------------
- - --------------------------- --------------------------------------------------------------------------------------------------------
Single premium                Single Premium Allocation: Must total 100% and be in whole numbers.



- - ---------------------------
- - ---------------------------                                                     Small Company Stock   %
$____________                 Money Market   %    Fixed Account         %       International         %
                              Stock          %    High Yield Bond       %
                              Balanced       %    Large Company Stock   %
                              Bond           %
- - --------------------------- --------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Income frequency         __Monthly      __Quarterly         __Semi-annually     __ Annually         __Annual Paid Monthly
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Payment method           __ EFT - Direct deposit

Assumed Investment Return     __ 3%     __ 4%     __ 5%     Payment date:       ___ Day of month payment is distributed.
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Contract Option

__   Irrevocable - I have selected an irrevocable  income,  and understand  that
     this option  provides an income of periodic  payments  for the terms I have
     elected.  Once the irrevocable income is accepted, it cannot be surrendered
     for cash, amended, revoked, or changed in any manner. In addition, the cash
     value cannot be transferred to any other  settlement  option.  I understand
     that AAL cannot reverse or reissue the income after I have accepted it.

__   Revocable - I have selected a revocable  income,  and understand  that this
     option provides an income of periodic payments for the term I have elected.
     This income can be  surrendered  for cash if  surrendered in the guaranteed
     payment period. In addition,  if I elect a partial withdrawal the remaining
     value will be placed into a new income at the then current rates.




VM8026 N11-98                                                 Page 1


<PAGE>




<TABLE>
<CAPTION>
<S>                                <C>                                                    <C>
Income Options
- - ------------------------------------------------------------------------------------------------------------------------------------
__ Life Income
  __ Single  __ Joint              Joint income reduction factor   __ 1/2   __ 1/3   __1/4   __ 0
Guaranteed payment period:         ___Year(s)   ___ Month(s)
__ Fixed Period     __ Year(s)     ___ Month(s)
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Plan Type:
__ Regular Annuity - Not Pension   __ Roth IRA - Contributory                             __ Self Employed - Money Purchase
__ IRA                             __ Roth IRA Rollover/Transfer - Contributory           __ Self Employed - Profit Sharing
__ IRA - Spousal                   __ Roth IRA Rollover/Transfer - Conversion             __ Corporate  - Money Purchase
__ IRA - Regular Rollover          __ Roth IRA - Conversion                               __ Corporate - Profit Sharing
__ IRA - Direct Rollover           __ TSA                                                 __ SEP
__ IRA - Transfer                  __ TSA - Transfer                                      __  __________________
                                   __ Other - __________________________
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


Telephone Authorization:    ___ Yes       ___ No

By checking "Yes" above, the owner agrees and understands as follows:
1.   AAL is authorized to accept and act upon telephone instructions from me for
     the following purposes: reallocation of annuity units, address changes, and
     any other  transaction  made available by AAL for telephone  transfer.  Any
     transfers  shall be made on the annuity  unit values  determined  following
     AAL's receipt of instructions in proper order.

2.   AAL may refuse  telephone  instructions if the caller cannot provide proper
     identification  of person or account.  Without  prior  disclosure,  AAL may
     record any telephone conversation containing such instructions. If AAL acts
     in good faith upon the  telephone  instructions,  AAL (and any affiliate or
     agent) will not be liable for any loss,  expense or cost arising out of any
     telephone instructions.

3.   AAL may modify,  suspend, or discontinue this privilege at any time without
     prior  notice.  The privilege is subject to terms of the  certificate,  the
     current prospectus,  and any other rules enacted by AAL. This authorization
     is valid until written  cancellation  notice,  signed by me, is received by
     AAL. All terms are binding on my agents, heirs, and assigns.

Section 6 - Premium Information
Single Premium paid by:
<TABLE>
<CAPTION>
<S>                                   <C>                             <C>                          <C>
- - --------------------------------------------------------------------- --------------------------------------------------------------
                                      Type                                                         Amount
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
Check/Money Order                                                     $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
Internal Rollover / Transfer / 1035 Exchange                          $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
External Rollover / Transfer / 1035 Exchange                          $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
Loan                                                                  $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
Complete Withdrawal / Surrender                                       $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
Surplus Refunds                                                       $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
Partial Withdrawal                                                    $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
CD Transfer or Non-IRA/Pension Asset Transfer                         $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
Other -                                                               $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
Total Single Premium Amount                                           $
- - --------------------------------------------------------------------- --------------------------------------------------------------
- - --------------------------------------------------------------------- --------------------------------------------------------------
First tax year                                                        Second tax year
                                                                      Amount                       Tax year
Amount                                Tax year                        $
$
                                                                      --------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Section 7 - Special Requests
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




VM8026 N11-98                                                  Page 2


<PAGE>



Section 8 - Beneficiary  Designation

If  you  are  completing  the  application  on  paper,  complete  a  Beneficiary
designation form printed from the Forms System.







VM8026 N11-98                                                  Page 3


<PAGE>




Section 9- Agreement And Authorization I understand and agree that:

1.   I have  personally read (or had read to me) and verified all statements and
     answers provided to the AAL representative as part of this application.

2.   This  application  will  become  part  of the  variable  immediate  annuity
     contract.

3.   No change in this  application  shall be made  without the owner's  written
     consent.

4.   No representative of AAL is authorized to change or waive any terms of this
     agreement  or to make any  promises  or  representations  other  than those
     contained in this agreement.

5.   AAL  reserves  the  right to  allocate  any of the  single  payment  amount
     allocated to the variable  subaccounts to the money market subaccount until
     the  expiration of the free look period in those states that require a full
     refund  of  premium  paid  during  the  free  look  period.  More  detailed
     information  on the  allocation of the single  payment during the free look
     period is contained in the prospectus.

6.   Under the immediate  annuity  contract  applied for, the Annuity  Payments,
     when based on the performance of the Variable  Account,  are not guaranteed
     as to dollar amount (except for the first payment).

7.   I have  received and reviewed the current  prospectus  for the AAL Variable
     Immediate  Annuity and underlying mutual funds. I understand the provisions
     of the prospectus and agree to its terms.

8.   The proposed  annuitant / member will be the owner  unless  someone else is
     designated in Section 4.


I have read (or have had read to me) the  statements  and  answers  made on this
application.  The signature below applies to all sections and statements on this
application.

Signed at ________________________________________   ____________________
                     City                            State


- - --------------------------------------------------------------------------------
Signature of proposed annuitant / member
Date signed (mo/day/yr)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Signature of proposed joint annuitant / member
Date signed (mo/day/yr)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Signature of owner / applicant
Date signed (mo/day/yr)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Signature of owner / applicant
Date signed (mo/day/yr)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

Caution: If your answers on this  application  are incorrect or untrue,  AAL may
         have the right to deny benefits or rescind your certificate.

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

I certify that I have asked all  questions and recorded all answers as they were
given to me and reviewed these with the proposed annuitant / owner.

To the  best  of my  knowledge,  the  certificate  applied  for __ is ___ is not
intended to replace any part of, or all of,  another  life  insurance or annuity
contract.



Signature of AAL representative                    Date signed (mo/day/yr)


                                                   DR name / Code number / ID



VM8026 N11-98                                                  Page 4


<PAGE>




Section 10 - Representative's Information

Yes   No
        1. (a) Do you claim production credit on an assigned congregation basis?
           If no, explain -
           Complete  only if you are the servicing  representative  but not
           the DR of the branch listed.
           ---------------------------------------------------------------------
           Service override number        Reason for override
           ---------------------------------------------------------------------

          (b) Should the  application  credit be split? If yes, list split
          below and give reason.
- - ---------------------------------------------------- ----------------------- ---
Agent Identification Number     Split Percent *          * Note:
- - --------------------------------------------------------------------------------
                                                         The total split percent
                                                         must equal 100%.
- - ---------------------------------------------------- ----------------------- ---
           (c) Reason for credit split - _______________________________________

        2. (a) Does the proposed  annuitant have any other applications
           pending or being submitted other than this  application?  If
           yes, list below.

           (b) Does  any  other  family  member  have  applications
           pending with AAL? If yes, list below.
- - -------------------------------- --------------- -------------------------------
Name                              Date Applied               Plan
- - -------------------------------- --------------- -------------------------------
- - -------------------------------- --------------- -------------------------------

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

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

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

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

        3. Will this application be electronically transmitted?

Additional Details
- - --------------------------------------------------------------------------------
To the best of my knowledge and belief:
Required  disclosures,  Buyer's Guide, and Receipt Of Payment were left with the
owner.
- - --------------------------------------------------------------------------------

Signature of AAL representative / Date signed (mo/day/yr)

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




VM8026 N11-98                                                  Page 5






Board of Directors
Aid Association for Lutherans
4321 North Ballard Road
Appleton, WI  54919

Subject:  Opinion of counsel - Variable Annuity registration of Certificates



Board Members:

This  opinion is  furnished  in  connection  with the filling of a  registration
statement Form N-4 ("Registration  Statement") under the Securities Act of 1933,
as amended,  (the `1933  Act") and the  Investment  Company Act of 1940,  by Aid
Association  for  Lutherans  ("AAL") and AAL  Variable  Annuity  Account II (the
"Variable  Account").  The securities  being  registered  under the Registration
Statement are units of interest  ("Units") to be issued by the Variable  Account
pursuant to certain  individual  flexible  premium  immediate  variable  annuity
contracts ("Certificates") described in the Registration Statement.

I am Supervisory Attorney of AAL, and in such capacity, I am familiar with AAL's
Articles of Incorporation and Bylaws and have reviewed all statements,  records,
instruments  and  documents  which I have deemed it necessary to examine for the
purpose of this opinion. I have examined the form of the Registration  Statement
to be filed with the Securities and Exchange  Commission in connection  with the
registration  under the 1933 Act, of an indefinite  number of Units to be issued
by the Variable Account in connection with the Certificates.  I am familiar with
the  proceedings  taken  and  proposed  to  be  taken  in  connection  with  the
authorization,  issuance  and sale of the  Units.  Based  upon a review of those
documents and such laws that I consider appropriate, I am of the opinion that:

     1.   AAL is a fraternal  benefit  society  organized  under the laws of the
          State of Wisconsin;

     2.   the Variable  Account is duly  organized  under the  provisions of the
          Wisconsin  Insurance  Code,  under  which  income,  gains,  or losses,
          whether realized or unrealized,  from assets allocated to the Variable
          Account,  are,  in  accordance  with the  terms  of the  Certificates,
          credited to or charged against the Variable  Account without regard to
          the income, gains or losses to AAL;

     3.   the portion of the assets to be held in the Variable  Account equal to
          reserves  and other  liabilities  under the  Certificates  will not be
          chargeable with liabilities  arising out of any other business AAL may
          conduct; and

Board of Directors
May 25, 1999
Page 2

     4.   the Certificates  have been duly authorized by AAL and, when issued in
          the  manner  contemplated  by the  Registration  Statement,  the Units
          thereunder   will  constitute   legal,   validly  issued  and  binding
          obligations of AAL in accordance with the terms of the Certificates.

I hereby  consent to the use of this  opinion as an exhibit to the  Registration
Statement  and the  reference  to me under the  caption  "Legal  Matters" in the
Statement of Additional Information contained in the Registration  Statement. In
giving this  consent,  I do not thereby admit that I come within the category of
persons whose  consent is required  under section 7 of the 1933 Act or the rules
and regulations of the Securities and Exchange Commission.


Respectfully submitted,

/s/ Kathleen A. Brost

Kathleen A. Brost
Supervisory Attorney
Law and Compliance

May 25, 1999




                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Financial Statements"
and to the use of our  report  dated  January  27,  1999,  with  respect  to Aid
Association  for Lutherans,  in this  Pre-Effective  Amendment No. 1 to Form N-4
Registration Statement under the Securities Act of 1933 (File No. 333-71853) and
this Amendment No. 1 to the Registration  Statement under the Investment Company
Act of 1940 (File No. 811-09225) and related  Prospectus of AAL Variable Annuity
Account II.

/s/ Ernst and Young, LLP

Milwaukee, Wisconsin
May 27, 1999




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