ACACIA NATIONAL LIFE INSURANCE CO SEPARATE ACCOUNT III
S-6, 1999-01-29
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             As filed with the Securities and Exchange Commission on
                                January 29, 1999

                                Registration No.
             ======================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                               Pre-Effective No. 1

                                       to

                                    Form S-6
                                 ---------------

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

                     Acacia National Life Insurance Company
                              SEPARATE ACCOUNT III
                           (EXACT NAME OF REGISTRANT)
                                ----------------

                     Acacia National Life Insurance Company
                                   (Depositor)
                              7315 Wisconsin Avenue
                               Bethesda, MD 20814
                                ----------------

                               ELLEN JANE ABROMSON
                    2nd Vice President and Associate Counsel
                     Acacia National Life Insurance Company
                              7315 Wisconsin Avenue
                               Bethesda, MD 20855
                                -----------------

Title of Securities Being Registered: Securities of Unit Investment Trust

Approximate Date Of Proposed Public offering:  As soon as practicable  after the
effective date of the Registration Statement.

Flexible Premium Variable Life Insurance Policies--Registration of an indefinite
amount of securities  pursuant to Rule 24f-2 under the Investment Company Act of
1940.

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  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  Registration  Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a) may determine.


<PAGE>


               RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2
                               AND THE PROSPECTUS

Item No. of
Form N-8B-2     Caption In Prospectus
- -----------   -----------------------------
       1    Cover Page
       2    Cover Page
       3    Not Applicable
       4    Distribution of the Policies
       5    Acacia National Life Insurance Company - Separate Account III
       6    Acacia National Life Insurance Company - Separate Account III
       7    Not Required
       8    Not Required
       9    Legal Proceedings
      10    Summary; Addition, Deletion or  Substitution  of Investments; Policy
            Benefits; Policy Rights; Payment and Allocation of Premiums; General
            Provisions; Voting Rights
     11     Summary; The Funds
     12     Summary; The Funds
     13     Summary; The Funds - Charges and Deductions
     14     Summary; Payment and Allocation of Premiums
     15     Summary; Payment and Allocation of Premiums
     16     Summary; The Alger American Fund, Calvert Variable Series, Inc., 
            Dreyfus Stock Index Fund, Neuberger&Berman Advisers Management 
            Trust, Oppenheimer Variable Account Funds and Strong Variable 
            Insurance Funds, Inc., and Van Eck Worldwide Insurance Trust.
     17     Summary; Policy Rights
     18     The Alger American  Fund,  Calvert  Variable  Series,
            Inc.,  Dreyfus  Stock Index  Fund,  Neuberger&Berman
            Advisers  Management  Trust,   Oppenheimer   Variable
            Account Funds, Strong Variable  Insurance Funds,
            Inc., and Van Eck Worldwide Insurance Trust.
     19     General Provisions; Voting Rights
     20     Not Applicable
     21     Summary; Policy Rights; General Provisions
     22     Not Applicable
     23     Safekeeping of the Separate Account's Assets
     24     General Provisions
     25     Acacia National Life Insurance Company
     26     Not Applicable
     27     Acacia National Life Insurance Company
     28     Executive Officers and Directors of ANLIC; Acacia National Life 
            Insurance Company
     29     Acacia National Life Insurance Company
     30     Not Applicable
     31     Not Applicable
     32     Not Applicable
     33     Not Applicable
     34     Not Applicable
     35     Not Applicable
     36     Not Applicable
     37     Not Applicable
     38     Distribution of the Policies
     39     Distribution of the Policies
     40     Distribution of the Policies
     41     Distribution of Policies

<PAGE>

Item No. of
Form N-8B-2      Caption In Prospectus
- ------------    ----------------------------

     42    Not Applicable
     43    Not Applicable
     44    Accumulation Value, Payment and Allocation of Premium
     45    Not Applicable
     46    The Funds; Accumulation Value
     47    The Funds
     48    State Regulation of ANLIC
     49    Not Applicable
     50    Acacia National Life Insurance Company Separate Account III
     51    Cover Page; Summary; Policy Benefits; Charges and Deductions
     52    Addition, Deletion or Substitution of Investments
     53    Summary; Federal Tax Matters
     54    Not Applicable
     55    Not Applicable
     56    Not Required
     57    Not Required
     58    Not Required
     59    Financial Statements


<PAGE>

 PROSPECTUS                                               Acacia National Life
                                                          Insurance Company
                                                          7315 Wisconsin Avenue
                                                          Bethesda, MD 20814

Regent 2000 -- A Survivorship Flexible Premium Variable Universal Life 
Insurance Policy issued by Acacia National Life Insurance Company              
- -------------------------------------------------------------------------------

Regent 2000 is a survivorship flexible premium variable universal life insurance
Policy  ("Policy"),  issued by Acacia National Life Insurance Company ("ANLIC"),
that pays a death benefit upon the Second Death. Like traditional life insurance
policies,  a Regent 2000 Policy  provides  Death Benefits to  Beneficiaries  and
gives you, the Policyowner, the opportunity to increase the Policy's cash value.
Unlike traditional policies,  Regent 2000 lets you vary the frequency and amount
of premium  payments,  rather than follow a fixed premium payment  schedule.  It
also lets you change the level of Death Benefits as often as once each year.

A Regent 2000 Policy is different from  traditional  life insurance  policies in
another important way: you select how Policy premiums will be invested. Although
each  Policyowner is guaranteed a minimum Death  Benefit,  the cash value of the
Policy,  as well as the actual Death Benefit,  will vary with the performance of
investments you select.

The  Investment   Options  available  through  Regent  2000  include  investment
portfolios from The Alger American Fund, Calvert Variable Series,  Inc., Dreyfus
Stock Index Fund,  Neuberger & Berman  Advisers  Management  Trust,  Oppenheimer
Variable  Account Funds,  Strong  Variable  Insurance  Funds,  Inc., and Van Eck
Worldwide  Insurance  Trust.  Each of these  portfolios  has its own  investment
objective  and  policies.  These  are  described  in the  prospectuses  for each
investment  portfolio which must accompany this Regent 2000 prospectus.  You may
also choose to allocate premium payments to the Fixed Account managed by ANLIC.

A  Regent  2000  Policy  will  be  issued  after  ANLIC  accepts  a  prospective
Policyowner's  application.  Generally,  an  application  must  specify  a Death
Benefit no less than  $100,000.  Regent 2000  Policies  are  available  to cover
individuals  between the ages of 20 and 90 at the time of purchase,  although at
least one of the individuals must be no older than 85.   A  Regent  2000 Policy,
once purchased, may generally be canceled within 10 days after you receive it.

This Regent 2000  prospectus  is  designed  to assist you in  understanding  the
opportunity  and risks  associated  with the  purchase of a Regent 2000  Policy.
Prospective  Policyowners are urged to read the prospectus  carefully and retain
it for future reference.

This prospectus  includes a summary of the most important features of the Regent
2000 Policy,  information  about ANLIC, a list of the  investment  portfolios to
which you may  allocate  premium  payments,  and a detailed  description  of the
Regent 2000 Policy.  The appendix to the prospectus  includes tables designed to
illustrate  how cash values and Death  Benefits  may change with the  investment
experience of the Investment Options.

This  prospectus  must be accompanied by a prospectus for each of the investment
portfolios available through Regent 2000.

Although the Regent 2000 Policy is designed to provide life insurance,  a Regent
2000  Policy  is  considered  to be a  security.  It is not a deposit  with,  an
obligation  of, or  guaranteed  or endorsed by any banking  institution  through
which it may be purchased,  nor is it insured by the Federal  Deposit  Insurance
Corporation,  the Federal Reserve Board, or any other agency.  The purchase of a
Regent 2000 Policy  involves  investment  risk,  including  the possible loss of
principal. For this reason, Regent 2000 may not be suitable for all individuals.
It may not be advantageous to purchase a Regent 2000 Policy as a replacement for
another  type of  life  insurance  or as a way to  obtain  additional  insurance
protection if the purchaser already owns another  survivorship  flexible premium
variable universal life insurance policy.

The Securities and Exchange Commission maintains a web site (http://www.sec.gov)
that contains other information  regarding  registrants that file electronically
with the Securities and Exchange Commission.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
REGULATORY  AUTHORITY HAS APPROVED  THESE  SECURITIES,  OR DETERMINED  THAT THIS
PROSPECTUS  IS ACCURATE OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                                _______ __, 1999


<PAGE>

Table of Contents                                                           Page

Definitions................................................................   4
Summary....................................................................   7
Year 2000 .................................................................  10
Acacia National Life Insurance Company and the Separate Account ...........  11
       Acacia National Life Insurance Company..............................  11
       Acacia National Life Insurance Company Separate Account III.........  11
Performance Information....................................................  11
       The Funds...........................................................  11
       Investment Objectives and Policies Of The Funds' Portfolios.........  12
       Addition, Deletion or Substitution of Investments...................  15
       Fixed Account.......................................................  16
Policy Benefits............................................................  16
       Purposes of the Policy..............................................  16
       Death Benefit Proceeds..............................................  17
       Death Benefit Options...............................................  17
       Methods of Affecting Insurance Protection...........................  19
       Duration of Policy..................................................  19
       Accumulation Value..................................................  19
       Payment of Policy Benefits..........................................  20
Policy Rights..............................................................  20
       Loan Benefits.......................................................  20
       Surrenders..........................................................  21
       Partial Withdrawals.................................................  22
       Transfers...........................................................  22
       Systematic Programs.................................................  23
       Free Look Privilege.................................................  23
Payment and Allocation of Premiums.........................................  23
       Issuance of a Policy................................................  23
       Premiums............................................................  24
       Allocation of Premiums and Accumulation Value.......................  25
       Policy Lapse and Reinstatement......................................  25
Charges and Deductions.....................................................  26
       Deductions From Premium Payments....................................  26
       Charges from Accumulation Value.....................................  26
       Surrender Charge....................................................  27
       Daily Charges Against the Separate Account..........................  28
       Fund Expense Summary................................................  28
General Provisions.........................................................  30
Distribution of the Policies...............................................  32
Federal Tax Matters........................................................  33
Safekeeping of the Separate Account's Assets...............................  35
Third Party Services.......................................................  35
Voting Rights..............................................................  35
State Regulation of ANLIC..................................................  36
Executive Officers and Directors of ANLIC..................................  36
Legal Matters..............................................................  37
Legal Proceedings..........................................................  37
Additional Information.....................................................  37
Financial Statements.......................................................  37
Acacia National Life Insurance Company Separate Account III................
Acacia National Life Insurance Company.....................................
Appendices.................................................................

       The Policy, certain Funds, and/or certain riders are not available in all
states.

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER,  SALESPERSON, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY  REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

                                       3
<PAGE>

DEFINITIONS

Accrued Expense Charges - Any Monthly Deductions that are due and unpaid.

Accumulation Value - The total amount that the Policy provides for investment at
any  time.  It is  equal  to the  total of the  Accumulation  Value  held in the
Separate  Account,  the Fixed Account,  and any  Accumulation  Value held in the
General Account which secures Outstanding Policy Debt.

Administrative  Expense Charge - A charge to cover the cost of administering the
Policy. It is part of the Monthly Deduction.

Asset-Based Administrative Expense Charge - A daily charge that is deducted from
the overall  assets of the  Separate  Account to provide for expenses of ongoing
administrative services to the Policyowners as a group.

Attained Age - The Issue Age of the younger  Insured plus the number of complete
Policy Years that the Policy has been in force.

ANLIC - Acacia  National  Life  Insurance  Company,  a Virginia  stock  company.
ANLIC's Home Office is located at 7315 Wisconsin Avenue, Bethesda, MD 20814.

Beneficiary  - The  person or  persons to whom the Death  Benefit  Proceeds  are
payable upon the Second Death.  (See the sections on  Beneficiary  and Change of
Beneficiary.)

Cost of Insurance - A charge  deducted  monthly from the  Accumulation  Value to
provide the life insurance protection;  this charge may also include one or more
Flat Extra Rating Charges. The Cost of Insurance is calculated with reference to
an annual  "Cost of Insurance  Rate." This rate is based on the Issue Age,  sex,
and risk class of each Insured and the policy duration. The Cost of Insurance is
part of the Monthly Deduction.

Declared  Rate - The interest  rate declared by ANLIC to be earned on amounts in
the Fixed Account,  which ANLIC  guarantees to be no less than an annual rate of
3.5%.

Death  Benefit - The amount of insurance  coverage  provided  under the selected
Death Benefit option of the Policy.

Death Benefit Proceeds - The proceeds payable to the Beneficiary upon receipt by
ANLIC of  Satisfactory  Proof of Death of both  Insureds  while the Policy is in
force. It is equal to: (l) the Death Benefit; (2) plus additional life insurance
proceeds  provided by any riders;  (3) minus any  Outstanding  Policy Debt;  (4)
minus any Accrued Expense Charges, including the Monthly Deduction for the month
of the Second Death.

Flat Extra  Rating  Charge - A charge that will be  applicable  if an Insured is
placed into a class that involves a higher  mortality risk.  One-half the amount
of any  applicable  Flat  Extra  Rating  Charge  will be  added  to the  Cost of
Insurance Rate and, thus,  will be deducted as part of the Monthly  Deduction on
each Monthly Activity Date.

Fixed  Account - An account that is a part of ANLIC's  General  Account to which
all or a portion of Net Premiums and transfers may be allocated for accumulation
at fixed rates of interest.

General  Account - The General  Account of ANLIC  includes all of ANLIC's assets
except those  assets  segregated  into  separate  accounts  such as the Separate
Account.

Grace Period - A 61 day period from the date  written  notice of lapse is mailed
to the Policyowner's  last known address.  If  the Policyowner makes the payment
specified in the notification of lapse, the policy will not lapse.

Guaranteed  Death  Benefit (in  Maryland,  "Guaranteed  Death Benefit to Prevent
Lapse") Period - The number of years the  "Guaranteed  Death Benefit"  provision
will apply.  The period  extends to Attained Age 85 but in no event is less than
10 years,  and may be  restricted  as a result of state law.  Not  available  in
Massachusetts. This benefit is provided without an additional Policy charge.

Guaranteed Death Benefit Premium - A specified premium which, if paid in advance
on a monthly prorated basis, will keep the Policy in force during the Guaranteed
Death Benefit Period so long as other Policy provisions are met, even if the Net
Cash Surrender Value is zero or less.

Insureds - The two persons whose lives are insured under the Policy.

Investment  Options - Refers to the Subaccounts and/or the Fixed Account offered
under this Policy.


                                       4
<PAGE>

Issue Age - The actual age of each Insured on the Policy Date.

Issue  Date - The  date  that  all  financial,  contractual  and  administrative
requirements have been met and processed for the Policy.

Minimum  Premium - A specified  premium  which,  if paid in advance on a monthly
prorated  basis,  will keep the Policy in force  during the first  sixty  Policy
months ("Minimum  Benefit"  Period) so long as other Policy  provisions are met,
even if the Net Cash Surrender Value is zero or less.

Monthly  Activity  Date - The same date in each  succeeding  month as the Policy
Date  except  should  such  Monthly  Activity  Date fall on a date  other than a
Valuation Date, the Monthly Activity Date will be the next Valuation Date.

Monthly  Deduction - The  deductions  taken from the  Accumulation  Value on the
Monthly  Activity Date.  These  deductions are equal to: (1) the current Cost of
Insurance; (2) the Administrative Expense Charge; and (3) rider charges, if any.

Mortality  and Expense  Risk Charge - A daily  charge that is deducted  from the
overall  assets of the Separate  Account to provide for the risk that  mortality
and expense costs may be greater than expected.

Net Amount at Risk - The amount by which the Death  Benefit as  calculated  on a
Monthly Activity Date exceeds the Accumulation Value on that date.

Net Cash Surrender Value - The Accumulation Value of the Policy on any Valuation
Date  (including for this purpose,  the date of  Surrender),  less any Surrender
Charges and any Outstanding Policy Debt.

Net Policy Funding - Net Policy  Funding is the sum of all premiums  paid,  less
any partial withdrawals and less any Outstanding Policy Debt.

Net Premium - Premium paid less the Percent of Premium Charge for Taxes.

Outstanding  Policy  Debt - The  sum of all  unpaid  Policy  loans  and  accrued
interest on Policy loans.

Percent of Premium  Charge for Taxes - The  amount  deducted  from each  premium
received to cover certain expenses, expressed as a percentage of the premium.

Planned  Periodic  Premiums - A selected  schedule of equal premiums  payable at
fixed  intervals.  The Policyowner is not required to follow this schedule,  nor
does following this schedule  ensure that the Policy will remain in force unless
the payments  meet the  requirements  of the Minimum  Benefit or the  Guaranteed
Death Benefit.

Policy - The survivorship  flexible  premium  variable  universal life insurance
Policy offered by ANLIC and described in this prospectus.

Policyowner  - ("you,"  "your") The owner of the Policy,  as  designated  in the
application  or  as  subsequently  changed.  If a  Policy  has  been  absolutely
assigned,  the assignee is the  Policyowner.  A  collateral  assignee is not the
Policyowner.

Policy  Anniversary  Date - The same day as the  Policy  Date for each  year the
Policy remains in force.

Policy Date - The effective date for all coverage  provided in the  application.
The Policy Date is used to determine Policy Anniversary Dates,  Policy Years and
Monthly Activity Dates. Policy  Anniversaries are measured from the Policy Date.
The Policy Date and the Issue Date will be the same unless: 1) an earlier Policy
Date is specifically  requested,  or 2) unless there are additional  premiums or
application  amendments  at time of delivery.  (See the section on Issuance of a
Policy.)

Policy Year - The period from one Policy  Anniversary Date until the next Policy
Anniversary  Date.  A  "Policy  Month"  is  measured  from the same date in each
succeeding month as the Policy Date.


                                       5
<PAGE>

Satisfactory Proof of Death - Satisfactory Proof of Death must be provided to us
at the time of death of each Insured.  Satisfactory  Proof of Death means all of
the following must be submitted:
(1) A certified copy of both death certificates;
(2) A Claimant Statement;
(3) The Policy; and
(4) Any other  information  that ANLIC may  reasonably  require to establish the
    validity of the claim.

Second Death - The later of the dates of death of the Insureds.

Separate  Account - This  term  refers  to  Separate  Account  III,  a  separate
investment  account  established by ANLIC to receive and invest the Net Premiums
paid under the Policy and allocated by the Policyowner to the Separate  Account.
The Separate Account is segregated from the General Account and all other assets
of ANLIC.

Specified  Amount - The minimum Death  Benefit under the Policy,  as selected by
the Policyowner.

Subaccount - A subdivision  of the Separate  Account.  Each  Subaccount  invests
exclusively in the shares of a specified portfolio of the Funds.

Surrender - The termination of the Policy for the Net Cash Surrender Value while
at least one Insured is alive.

Surrender Charge - This charge is assessed against the Accumulation Value of the
Policy if the Policy is  Surrendered  on or before the 14th  Policy  Anniversary
Date or, in the case of an increase in the  Specified  Amount,  on or before the
14th anniversary of the increase.

Valuation  Date - Any day on  which  the New  York  Stock  Exchange  is open for
trading.

Valuation Period - The period between two successive valuation dates, commencing
at the close of the New York Stock  Exchange  ("NYSE") on one valuation date and
ending at the close of the NYSE on the next succeeding valuation date.


                                       6
<PAGE>

SUMMARY

The following summary of prospectus information and diagram of the Policy should
be read along with the detailed  information found elsewhere in this prospectus.
Unless stated otherwise, this prospectus assumes that the Policy is in force and
that there is no Outstanding Policy Debt.

                                Diagram of Policy

- --------------------------------------------------------------------------------
                                PREMIUM PAYMENTS
                       You can vary amount and frequency.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            DEDUCTIONS FROM PREMIUMS
      Percent of Premium Charge for Taxes - currently 2.25% (maximum 3.0%)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                   NET PREMIUM
The net premium may be invested in the Fixed Account or in the Separate  Account
which offers nineteen different Subaccounts.  The nineteen Subaccounts invest in
the  corresponding  portfolios  ("Funds") of The Alger  American  Fund,  Calvert
Variable  Series,  Inc.,  Dreyfus  Stock  Index Fund,  Neuberger&Berman Advisers
Management   Trust,  Oppenheimer   Variable   Account   Funds,  Strong  Variable
Insurance Funds, Inc., and Van Eck Worldwide Insurance Trust.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                             DEDUCTIONS FROM ASSETS
Monthly charge for cost of insurance and cost of any riders.
Monthly charge for  administrative  expenses  (maximum charge  $16.00/month plus
$.05 per month per $1000 of specified amount.)

Specified Amount              Policy Years 1-5              Policy Years 6+
100,000 - 999,999             $16/mo+$.05/1000/mo                $8/mo
1,000,000 - 4,999,999         $8/mo+$.05/1000/mo                 $4/mo
5,000,000 +                   $0/mo+$.05/1000/mo                 $0/mo

Daily  charge  from  the   Subaccounts  for  mortality  and  expense  risks  and
administrative  expenses,  at an annual rate of 0.90% for Policy Years 1-15, and
0.45%  thereafter.  This  charge is not  deducted  from  Fixed  Account  assets.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
    LIVING BENEFITS                               RETIREMENT BENEFITS                  DEATH BENEFITS
<S>                                               <C>                                 <C>
You may make partial withdrawals, subject to      Loans may be available on a          Generally, death benefit
certain restrictions. The Death Benefit will be   more favorable interest rate         income is tax free to the
reduced by the amount of the partial withdrawal.  basis after the tenth Policy Year.   Beneficiary.
ANLIC guarantees up to 15 free transfers                                               The Beneficiary may be
between the Investment Options each Policy Year.                                       paid a lump sum or may   
Under current practice, unlimited free transfers  Should the Policy lapse while        select any of the five   
are permitted.                                    loans are outstanding, the           payment methods          
                                                  portion of the loan attributable     available as retirement  
                                                  to earnings will become taxable      benefits.                
You may surrender the policy at any               distributions. (See page 21.)        
time for its Net Cash Surrender Value.            You may take payment under   
                                                  one or more of five different
Some expenses that ANLIC incurs immediately       payment options.             
upon the issuance of the Policy are recovered over     
a period of years. Therefore, a Policy surrender
on or before the fourteenth anniversary date will
be assessed a Surrender Charge.  The charge  
decreases  each year until no Surrender
Charge is applied after the 14th Policy Year.
Increases in coverage after issue will also have a
Surrender Charge associated with them. (See
pages 21 and 27.)
</TABLE>

- --------------------------------------------------------------------------------
Accelerated payment of up to 50% of the lowest
scheduled Death Benefit is available under certain 
conditions if the surviving Insured is suffering from terminal 
illness.
- --------------------------------------------------------------------------------

                                       7
<PAGE>

Summary

The following summary is intended to highlight the most important  features of a
Regent 2000 Policy that you, as a prospective Policyowner,  should consider. You
will find more  detailed  information  in the main  portion  of the  prospectus;
cross-references are provided for your convenience.  As you review this Summary,
take note of the terms that appear in italics.  Each  italicized term is defined
in the glossary that begins on page 3 of this  prospectus.  This summary and all
other parts of this  prospectus  are qualified in their entirety by the terms of
the Regent 2000 Policy, which is available upon request from ANLIC.

Who is the issuer of a Regent 2000 Policy?
ANLIC is the  issuer of each  Regent  2000  Policy.  ANLIC  enjoys a rating of A
(Excellent) from A.M. Best Company, a firm that analyzes insurance  carriers.  A
stock life  insurance  company  organized in  Virginia,  ANLIC is a wholly owned
subsidiary  of Acacia Life  Insurance  Company  which is, in turn, a second tier
subsidiary of Ameritas Acacia Mutual Insurance Holding Company (page 10).

Why should I consider purchasing a Regent 2000 Policy?
The  primary  purpose  of a Regent  2000  Policy is to  provide  life  insurance
protection on the two Insureds named in the Policy.  This means that, so long as
the Policy is in force, it will provide for:
[] payment of a Death Benefit, which will never be less than the Specified 
   Amount the Policyowner selects (page 17)
[] Policy loan, Surrender and withdrawal features (page 20)

A Regent 2000 Policy also includes an investment component.  This means that, so
long as the Policy is in force, you will be responsible for selecting the manner
in which Net Premiums will be invested.  Thus, the value of a Regent 2000 Policy
will reflect your investment choices over the life of the Policy.

How does the investment component of my Regent 2000 Policy work?
ANLIC has  established  a Separate  Account,  which is  separate  from all other
assets of ANLIC,  as a vehicle to  receive  and invest  premiums  received  from
Regent 2000  Policyowners  and owners of certain other  variable  universal life
products  offered  by ANLIC.  The  Separate  Account is  divided  into  separate
Subaccounts.  Each  Subaccount  invests  exclusively  in  shares  of  one of the
investment  portfolios  available  through  Regent 2000.  Each  Policyowner  may
allocate Net Premiums to one or more Subaccounts, or to ANLIC's Fixed Account in
the initial  application.  These allocations may be changed,  without charge, by
notifying  ANLIC's Home Office.  The  aggregate  value of your  interests in the
Subaccounts,  the Fixed  Account and any amount  held in the General  Account to
secure  Policy debt will  represent the  Accumulation  Value of your Regent 2000
Policy (page 19).

What investment options are available through the Regent 2000 Policy?
The  Investment  Options  available  through  Regent 2000 include 19  investment
portfolios,  each of which is a separate series of a mutual fund from: The Alger
American  Fund;  Calvert  Variable  Series,  Inc.;  Dreyfus  Stock  Index  Fund;
Neuberger&Berman  Advisers Management Trust; Oppenheimer Variable Account Funds;
Strong Variable  Insurance Funds,  Inc.; and Van Eck Worldwide  Insurance Trust.
These portfolios are:

Alger American Growth Portfolio
Alger American MidCap Growth Portfolio
Alger American  Small Capitalization Portfolio
Calvert Social Money Market Portfolio
Calvert Social Small Cap Growth Portfolio
Calvert Social Mid Cap Growth Portfolio
Calvert Social International Equity Portfolio
Calvert Social Balanced Portfolio
Dreyfus Stock Index Fund
Neuberger&Berman Advisers Management Trust Limited Maturity Bond Portfolio
Neuberger&Berman Advisers Management Trust Growth Portfolio  
Oppenheimer Aggressive Growth Fund 
Oppenheimer Growth Fund 
Oppenheimer Growth & Income Fund
Oppenheimer High Income Fund   
Oppenheimer Strategic Bond Fund  
Strong International Stock Fund II 
Strong Discovery Fund II 
Van Eck Worldwide Hard Assets Fund

Details about the  investment  objectives  and policies of each of the available
investment portfolios, including management fees and expenses, appear on page 12
of this prospectus. In addition to the listed portfolios,  Policyowners may also
elect to allocate Net Premiums to ANLIC's Fixed Account (page 16).

                                       8
<PAGE>

How does the life insurance component of a Regent 2000 Policy work?
A Regent 2000 Policy  provides for the payment of a minimum  Death  Benefit upon
the Second Death. The amount of the minimum Death Benefit -- sometimes  referred
to as the Specified Amount of your Regent 2000 Policy -- is chosen by you at the
time your Regent 2000 Policy is established.  However, Death Benefit Proceeds --
the actual amount that will be paid after ANLIC receives  Satisfactory  Proof of
Death -- may vary over the life of your Regent 2000  Policy,  depending on which
of the two available coverage options you select.

If you choose Option A, the Death Benefit  payable under your Regent 2000 Policy
will be the  Specified  Amount of your  Regent  2000  Policy  or the  applicable
percentage of its Accumulation Value, whichever is greater. If you choose Option
B, the Death Benefit payable under your Regent 2000 Policy will be the Specified
Amount of your Regent 2000  Policy  plus the  Accumulation  Value of your Regent
2000 Policy, or if it is higher,  the applicable  percentage of the Accumulation
Value on the  Second  Death.  In  either  case,  the  applicable  percentage  is
established based on the Attained Age at the Second Death (page 17).

Are there any risks involved in owning a Regent 2000 Policy?
Yes.  Over the life of your Regent 2000  Policy,  the  Subaccounts  to which you
allocate  your  premiums  will  fluctuate  with  changes in the stock market and
overall  economic  factors.   These   fluctuations  will  be  reflected  in  the
Accumulation  Value  of  your  Regent  2000  Policy  and may  result  in loss of
principal.  For this  reason,  the  purchase  of a Regent 2000 Policy may not be
suitable for all  individuals.  It may not be  advantageous to purchase a Regent
2000 Policy to replace or augment your existing insurance arrangements. Appendix
A includes tables illustrating the impact that hypothetical market returns would
have on Accumulation Values under a Regent 2000 Policy.

What is the premium that must be paid to keep a Regent 2000 Policy in force?
Like  traditional  life insurance  policies,  a Regent 2000 Policy  requires the
payment of periodic  premiums in order to keep the Policy in force.  You will be
asked to  establish a payment  schedule  before your Regent 2000 Policy  becomes
effective.

The distinction  between  traditional  life policies and a Regent 2000 Policy is
that a Regent 2000 Policy will not lapse simply because premium payments are not
made  according to that  payment  schedule.  However,  a Regent 2000 Policy will
lapse,  even if scheduled  premium  payments are made, if the Net Cash Surrender
Value of your Regent 2000  Policy  falls below zero or premiums  paid do not, in
the aggregate,  equal the premium necessary to satisfy the Minimum Benefit (page
25) or the Guaranteed Death Benefit requirements (page 25 ).

How are premiums paid, processed and credited to me?
Your  Regent  2000  Policy  will be  issued  after a  completed  application  is
accepted,  and  the  initial  premium  payment  is  received,  by  ANLIC  at its
Administrative  Office.  ANLIC's  Administrative  Office is  located at 5900 "O"
Street,  P.O.  Box 82550,  Lincoln,  NE 68501.  Your initial Net Premium will be
allocated on the Issue Date to the Subaccount and/or the Fixed Account according
to the selections you made in your application. If state or other applicable law
or  regulation  requires  return of at least your  premium  payments  should you
return the Policy pursuant to the Free-Look Privilege,  your initial Net Premium
will be allocated to the Money Market Subaccount.  Thirteen days after the Issue
Date,  the  Accumulation  Value  of the  Policy  will  be  allocated  among  the
Subaccounts  and/or the Fixed  Account  according  to the  instructions  in your
application. You have the right to examine your Regent 2000 Policy and return it
for a refund for a limited time, even after the Issue Date (page 24).

You may make  subsequent  premium  payments  according to your Planned  Periodic
Premium  schedule,  although  you are not  required  to do so.  ANLIC  will send
premium payment notices to you according to any schedule you select.  When ANLIC
receives  your premium  payment at its  Administrative  Office,  any  applicable
Percent of Premium Charge for Taxes will be deducted and the Net Premium will be
allocated  to the  Subaccounts  and/or  the  Fixed  Account  according  to  your
selections (page 25).

As  already  noted,  Regent  2000  provides  you  considerable   flexibility  in
determining the frequency and amount of premium  payments.  This  flexibility is
not, however,  unlimited. You should keep certain factors in mind in determining
the payment schedule that is best suited to your needs. These include the amount
of the Minimum  Premium,  Guaranteed  Death  Benefit  Premium  and/or Net Policy
Funding  requirement  needed to keep your Regent 2000 Policy in force (page 24);
maximum premium  limitations  established  under the Federal tax laws (page 24);
and the impact that reduced premium  payments may have on the Net Cash Surrender
Value of your Regent 2000 Policy (page 26).

Is the Accumulation Value of my Regent 2000 Policy available without Surrender?
Yes.  You may access the value of your  Regent  2000  Policy in one of two ways.
First, you may obtain a loan,  secured by the Accumulation  Value of your Regent
2000 Policy.  The maximum  interest  rate on any such loan is 6%  annually;  the
current  rate is 5.5%  annually.  After the tenth  Policy  Anniversary,  you may
borrow against a limited  amount of the Net Cash Surrender  Value of your Regent
2000 Policy at a maximum  annual  interest rate of 4%; the current rate for such
loans is 3.5% annually (page 22).


                                       9
<PAGE>

You may also  access the value of your  Regent  2000  Policy by making a partial
withdrawal.  A partial  withdrawal is not subject to Surrender  Charges,  but is
subject to a maximum  charge not to exceed the lesser of $50 or 2% of the amount
withdrawn (currently,  the partial withdrawal charge is the lesser of $25 or 2%)
(page 22).

Are there any other charges associated with ownership of a Regent 2000 Policy?
Certain  states  impose  premium and other taxes in  connection  with  insurance
policies  such as Regent  2000.  ANLIC may deduct up to 3% of each  premium as a
Percent of  Premium  Charge for Taxes.  Currently,  2.25% is  deducted  for this
purpose.

Charges  are  deducted  against  the  Accumulation  Value to  cover  the Cost of
Insurance  under the  Policy  and to  compensate  ANLIC for  administering  each
individual  Regent 2000  Policy.  These  charges,  which are part of the Monthly
Deduction,  are calculated  and paid on each Monthly  Activity Date. The Cost of
Insurance  is  calculated  based on risk  factors  relating  to the  Insureds as
reflected in relevant actuarial tables.  The Administrative  Expense Charges are
based on your Specified  Amount and the Policy  duration.  They may be increased
during the life of your  Regent  2000  Policy,  up to a maximum of $16 per month
plus $.05 per month per $1000 of Specified Amount.

For its services in  administering  the Separate  Account and Subaccounts and as
compensation  for bearing  certain  mortality and expense  risks,  ANLIC is also
entitled to receive fees.  These fees are  calculated  daily during the first 15
years of each  Regent  2000  Policy,  at a combined  annual rate of 0.90% of the
value  of the  net  assets  of the  Separate  Account.  After  the  15th  Policy
Anniversary  Date,  the combined  annual rate will decrease to .45% of the daily
net assets of the Separate Account. No Mortality and Expense Risk Charge will be
deducted from the amounts in the Fixed Account. (page 28).

Finally, because ANLIC incurs expenses immediately upon the issuance of a Regent
2000 Policy that are recovered over a period of years, a Regent 2000 Policy that
is  Surrendered  on or before its 14th Policy  Anniversary  Date is subject to a
Surrender  Charge.  Additional  Surrender  Charges may apply if you increase the
Specified Amount of your Regent 2000 Policy. Because the Surrender Charge may be
significant upon early Surrender,  you should purchase a Regent 2000 Policy only
if you intend to maintain your Regent 2000 Policy for a substantial period (page
27).

Policyowners  who  choose  to  allocate  Net  Premiums  to  one or  more  of the
Subaccounts  will also bear a pro rata share of the management fees and expenses
paid by each of the  investment  portfolios  in which  the  various  Subaccounts
invest.  No such management fees are assessed against Net Premiums  allocated to
the Fixed Account (page 28).

When does my Regent 2000 Policy Terminate?
You may terminate  your Regent 2000 Policy by  surrendering  the Policy while at
least one Insured is alive for its Net Cash Surrender  Value (page 22). As noted
above,  your  Regent  2000 Policy  will  terminate  if you fail to pay  required
premiums or maintain sufficient Net Cash Surrender Value to cover Policy charges
(page 21).

Year 2000

Like  other  insurance  companies  and their  separate  accounts,  ANLIC and the
Separate  Account could be adversely  affected if the computer systems they rely
upon do not properly  process  date-related  information  and data involving the
years 2000 and after.  This issue arose  because  both  mainframe  and  PC-based
computer  hardware and software have  traditionally  used two digits to identify
the year.  For example,  the year 1998 is input,  stored and calculated as "98."
Similarly,  the year 2000  would be input,  stored  and  calculated  as "00." If
computers  assume  this  means  1900,  it could  cause  errors in  calculations,
comparisons, and other computing functions.

Like all  insurance  companies,  ANLIC  makes  extensive  use of dates  and date
calculations.  We began a corporate-wide Year 2000(Y2K) project in mid-1997. Our
goal is to ensure that our computer systems continue to operate smoothly with no
service disruptions before, during or after the year 2000.

As of December 31, 1998 , all of our computer  application and operating systems
had been updated for the year 2000. Continuous testing and monitoring throughout
1999 will help ANLIC continue to meet our contractual and service obligations to
our customers.  In addition to our internal  efforts,  ANLIC is working  closely
with vendors and other business partners to confirm that they too are addressing
Y2K issues on a timely basis. We believe that we are Y2K -compliant; however, in
the event we or our service providers, vendors, financial institutions or others
with which we conduct  business,  fail to be Y2K -  compliant,  there would be a
materially adverse effect on us.

ACACIA NATIONAL LIFE INSURANCE COMPANY AND THE SEPARATE ACCOUNT
Acacia National Life Insurance Company


                                       10
<PAGE>

Acacia  National  Life  Insurance  Company  ("ANLIC") is a stock life  insurance
company  organized in  the Commonwealth of Virginia.  ANLIC was  incorporated on
December  9, 1974.  ANLIC is  currently  licensed to sell life  insurance  in 46
states,  and the District of Columbia.  ANLIC is a wholly  owned  subsidiary  of
Acacia Life Insurance Company ("Acacia"),  a District of Columbia stock company.
Acacia is in turn a second tier  subsidiary of Ameritas  Acacia  Mutual  Holding
Corporation  ("Ameritas/Acacia"),  a Nebraska  mutual holding  corporation.  The
Administrative  Offices of both ANLIC and  Acacia  Life are at 5900 "O"  Street,
P.O. Box 82550, Lincoln, Nebraska 68501.

On January 1, 1999, Ameritas Mutual Holding Corporation  ("Ameritas  Mutual"), a
Nebraska  mutual  holding  corporation  and Acacia  Mutual  Holding  Corporation
("Acacia Mutual"),  a District of Columbia mutual holding corporation merged and
became  Ameritas Acacia Mutual Holding  Company  ("Ameritas  Acacia") a Nebraska
mutual holding  corporation.  Both Ameritas Acacia and Ameritas Holding Company,
an  intermediate  holding  company  are  organized  under  the  Nebraska  Mutual
Insurance  Holding Company Act. Acacia Life Insurance  Company,  a subsidiary of
Ameritas  Holding  Company is regulated  by the  District of Columbia  Insurance
Department.  Prior to the Merger, Ameritas Mutual and its subsidiaries had total
assets  at  December  31,  1997 of over $3.4  billion  and  Acacia  Life and its
subsidiaries had total assets as of December 31, 1997 of over $2.3 billion.
The combined group has total assets of over $5.7 billion.

Acacia National Life Insurance Company
Separate Account III

Acacia  National Life  Insurance  Company  Separate  Account III ("the  Separate
Account") was established  under Virginia law on January 28, 1999. The assets of
the  Separate  Account are held by ANLIC  segregated  from all of ANLIC's  other
assets,  are not chargeable with  liabilities  arising out of any other business
which ANLIC may conduct,  and income,  gains,  or losses of ANLIC.  Although the
assets  maintained  in the  Separate  Account  will  not  be  charged  with  any
liabilities arising out of ANLIC's other business, all obligations arising under
the Policies are  liabilities of ANLIC who will maintain  assets in the Separate
Account of a total market value at least equal to the reserve and other contract
liabilities  of the Separate  Account.  The  Separate  Account will at all times
contain  assets equal to or greater  than  Accumulation  Values  invested in the
Separate  Account.  Nevertheless,  to the extent assets in the Separate  Account
exceed ANLIC's liabilities in the Separate Account,  the assets are available to
cover the liabilities of ANLIC's General Account.  ANLIC may, from time to time,
withdraw assets available to cover the General Account obligations.

The Separate  Account is registered with the Securities and Exchange  Commission
("SEC")  under  the  Investment  Company  Act of  1940  ("1940  Act")  as a unit
investment trust, which is a type of investment  company.  This does not involve
any SEC supervision of the management or investment policies or practices of the
Separate Account.  For state law purposes,  the Separate Account is treated as a
Division of ANLIC.

Performance Information

Performance  information  for the  Subaccounts  of the Separate  Account and the
Funds   available  for  investment  by  the  Separate   Account  may  appear  in
advertisements,  sales  literature,  or reports to  Policyowners  or prospective
purchasers.  ANLIC may also provide a hypothetical  illustration of Accumulation
Value, Net Cash Surrender Value and Death Benefit based on historical investment
returns of the Funds for a sample  Policy based on  assumptions  as to age, sex,
and risk class of each Insured, and other Policy specific assumptions.

ANLIC may also provide individualized hypothetical illustrations of Accumulation
Value, Net Cash Surrender Value and Death Benefit based on historical investment
returns of the Funds.  These  illustrations  will  reflect  deductions  for Fund
expenses  and  Policy  and  Separate  Account  charges,  including  the  Monthly
Deduction,  Percent of Premium Charge for Taxes, and the Surrender Charge. These
hypothetical  illustrations will be based on the actual historical experience of
the Funds as if the  Subaccounts  had been in existence  and a Policy issued for
the same periods as those indicated for the Funds.

The Funds

There are currently  nineteen  Subaccounts within the Separate Account available
to Policyowners for new allocations.  The assets of each Subaccount are invested
in shares of a  corresponding  portfolio  of one of the  following  mutual funds
(collectively,  the "Funds"):  The Alger American Fund; Calvert Variable Series,
Inc.;  Dreyfus Stock Index Fund;  Neuberger&Berman  Advisers  Management  Trust;
Oppenheimer  Variable Account Fund; Strong Variable  Insurance Funds,  Inc.; and
Van Eck Worldwide  Insurance  Trust.  Each Fund is registered with the SEC under
the Investment Company Act of 1940 as an open-end management investment company.

The assets of each  portfolio of the Funds are held  separate from the assets of
the other  portfolios.  Thus, each portfolio  operates as a separate  investment
portfolio, and the income or losses of one portfolio generally have no effect on
the investment performance of any other portfolio.


                                       11
<PAGE>

The investment  objectives and policies of each portfolio are summarized  below.
There is no  assurance  that any of the  portfolios  will  achieve  their stated
objectives.  More detailed  information,  including a description  of investment
objectives, policies,  restrictions,  expenses and risks, is in the prospectuses
for each of the Funds,  which must  accompany  or precede this  Prospectus.  All
underlying fund information,  including Fund prospectuses,  has been provided to
ANLIC  by the  underlying  Funds.  ANLIC  has not  independently  verified  this
information. One or more of the Portfolios may employ investment techniques that
involve certain risks,  including  investing in non-investment  grade, high risk
debt  securities,  entering into  repurchase  agreements and reverse  repurchase
agreements,  lending portfolio  securities,  hedging instruments,  interest rate
swaps,  engaging in "short  sales  against the box,"  investing  in  instruments
issued by foreign banks,  entering into firm commitment agreements and investing
in warrants and restricted securities. For example, the Calvert Variable Series,
Inc.  Social  Balanced  Portfolio  may  invest  up  to  20%  of  its  assets  in
non-investment  grade  obligations,   commonly  referred  to  as  `junk  bonds".
Oppenheimer  High  Income  Fund may also invest in "junk  bonds".  In  addition,
certain of the portfolios may invest in securities of foreign  issuers,  such as
the Calvert Variable Series, Inc. MidCap Portfolio which may invest up to 25% of
its funds in foreign securities.

Other  portfolios  invest  primarily  in the  securities  markets of  developing
nations.  Investments of this type involve  different risks than  investments in
more  established  economies,  and will be  affected  by greater  volatility  of
currency  exchange  rates and  overall  economic  and  political  factors.  Such
portfolios  include the Calvert Social  International  Equity Portfolio,  Strong
International  Stock Fund II Portfolio  and Van Eck  Worldwide  Hard Assets Fund
Portfolio.  The Van Eck Worldwide Hard Assets Fund will also invest at least 25%
of its total assets in "Hard  Assets"  including  precious  metals,  ferrous and
non-ferrous metals, gas, petroleum, petrochemicals or other hydrocarbons, forest
products,  real  estate and other  basic  non-agricultural  commodities.  It may
invest up to 50% of its assets in any one of these sectors.  Therefore it may be
subject to greater risks and market fluctuations than other investment companies
with more diversified portfolios. Further information about the risks associated
with  investments  in each of the  Funds  and  their  respective  portfolios  is
contained in the prospectus relating to that Fund. These prospectuses,  together
with this prospectus, should be read carefully and retained.

Each  Policyowner  should   periodically   consider  the  allocation  among  the
Subaccounts  in light of current  market  conditions  and the  investment  risks
attendant to investing in the Funds' various portfolios.

The Separate  Account will purchase and redeem shares from the Portfolios at the
net asset value.  Shares will be redeemed to the extent  necessary  for ANLIC to
collect charges, pay the Surrender Values, partial withdrawals,  and make policy
loans  or  to  transfer  assets  among   Investment   Options  as  requested  by
Policyowners.   Any   dividend  or  capital   gain   distribution   received  is
automatically reinvested in the corresponding Subaccount.

Since each of the Funds is designed to provide investment  vehicles for variable
annuity and variable life insurance contracts of various insurance companies and
will be sold to separate  accounts of other  insurance  companies as  investment
vehicles  for various  types of variable  life  insurance  policies and variable
annuity  contracts,  there is a possibility  that a material  conflict may arise
between the  interests of the  Separate  Account and one or more of the separate
accounts of another participating  insurance company. In the event of a material
conflict,  the affected  insurance  companies agree to take any necessary steps,
including  removing its separate accounts from the Funds, to resolve the matter.
The  risks of such  mixed  and  shared  funding  are  described  further  in the
prospectuses of the Funds.

                                       12
<PAGE>

<TABLE>
<CAPTION>

- ---------------------- -------------------------------------------------- ---------------------------
ALGER 
AMERICAN
FUNDS
- ---------------------- -------------------------------------------------- ---------------------------
<S>                    <C>                                                 <C>    
PORTFOLIO              INVESTMENT POLICIES                                OBJECTIVE
- ---------------------- -------------------------------------------------- ---------------------------
 Alger American        Invests in equity securities, such as common or    Seeks to obtain long term 
 Growth  Portfolio     preferred  stocks, or securities convertible into  capital appreciation.
                       or exchangeable for equity securities, including
                       warrants and rights, primarily of companies with
                       total market capitalization of $1 billion or
                       greater.
- ---------------------- -------------------------------------------------- ---------------------------
Alger American         Invests in equity securities, such as common or    Seeks to provide long 
MidCap Growth          preferred stocks, or securities convertible into   term capital appreciation. 
Portfolio              or exchangeable for equity securities, including
                       warrants and rights. Except during temporary
                       defensive period, the Portfolio invests at least
                       65% of its total assets in equity securities, of
                       companies that, at the time of purchase of the
                       securities,   have  total  market  capitalization
                       within  the  range  of  companies  included  in 
                       the S & P MidCap 400 index.
- ---------------------- -------------------------------------------------- ---------------------------
 Alger American        Invests in equity securities, such as common or    Seeks to achieve capital 
 Small Capitalization  preferred stocks, or securities  convertible into  appreciation. 
 Portfolio             or exchangeable for equity securities, including
                       warrants and rights. Except during temporary
                       defensive period, the Portfolio invests at least
                       65% of its total assets in equity securities, of
                       companies   that,   at  the  time  of   purchase 
                       of  the securities, have total market capitalization
                       within the range of  companies  included in the 
                       Russell 2000 Growth Index.

- ---------------------- -------------------------------------------------- ---------------------------
CALVERT
VARIABLE
SERIES                 INVESTMENT POLICIES                                OBJECTIVE
- ---------------------- -------------------------------------------------- ---------------------------
Calvert Social Money   Invests in money market  instruments,  including   Seeks to provide the 
Market Portfolio       repurchase  agreements with recognized  securities highest level of current
                       dealers  and banks  secured by such  instruments,  income,   consistent  with
                       selected   in   accordance    with    portfolio's  liquidity,    safety   and
                       investment and social criteria.                    security of capital.
- ---------------------- -------------------------------------------------- ---------------------------
Calvert Social Small   Equity securities of small capitalized growth      Seeks, with a concern for
Cap Growth Portfolio   companies  that have  historically  exhibited      social impact, to achieve
                       exceptional  growth  characteristics  and that in  long-term capital
                       the  investors   advisors   opinion  have  strong  appreciation  by investing
                       earnings  potential  relative to the U.S.  market  primarily  in  the  equity
                       as a whole.                                        securities  of small
                                                                          companies  publicly traded
                                                                          in the United States.
- ---------------------- -------------------------------------------------- ---------------------------
Calvert Social         A portfolio of non-diversified  equity securities  Seeks  long-term   capital
MidCap Growth          of  small  to   mid-sized   companies   that  are  appreciation.
Portfolio              undervalued   but  demonstrate  a  potential  for
                       growth.
- ---------------------- -------------------------------------------------- ---------------------------
Calvert Social         Normally will invest at least 65% of its assets    Seeks to provide a high return
International Equity   in the securities of issuers in no less than       by  investing  in a  
Portfolio              three  countries  other than the United  States.   globally diversified
                       Investments  in securities  of U.S.  issuers will  portfolio of  equity
                       be limited to 5% of net assets.                    securities.

- ---------------------- -------------------------------------------------- ---------------------------
Calvert Social         An actively  managed  portfolio of stocks,  bonds  Seeks to  achieve  a total
Balanced Portfolio     and    money     market  instruments (including    return  above  the rate of
                       repurchase    agreements    secured    by    such  inflation.
                       instruments)selected   with  a  concern  for  the
                       investment and social impact of each investment.
- ---------------------- -------------------------------------------------- ---------------------------

                                       13
<PAGE>

DREYFUS
STOCK
INDEX
FUND                   INVESTMENT POLICIES                                OBJECTIVE
- ---------------------- -------------------------------------------------- ---------------------------
Dreyfus  Stock         Fully  invested in stocks which compose the S&P    To provide investment 
Index Fund             500 Index, and in any event at least 80% of net    results that correspond
                       assets will be so invested.                        to  the  price  and  yield
                                                                          performance   of  publicly
                                                                          traded   stocks   in   the
                                                                          aggregate,  as represented
                                                                          by the  Standard  & Poor's
                                                                          500 composite Price Index.
- ---------------------- -------------------------------------------------- ---------------------------

NEUBERGER&BERMAN
ADVISERS 
MANAGEMENT
TRUST
- ---------------------- -------------------------------------------------- ---------------------------

PORTFOLIO              INVESTMENT POLICIES                                OBJECTIVE
- ---------------------- -------------------------------------------------- ---------------------------
Limited Maturity       The Portfolio will invest in a diversified         Seeks to provide the
Bond Fund              portfolio of fixed and variable debt securities    highest current income
                       and seeks to increase  income and preserve or      consistent with low risk
                       enhance  total return by actively  managing        to principal and
                       average  portfolio  maturity in light of market    liquidity.
                       conditions and trends.
- ---------------------- -------------------------------------------------- ---------------------------
                       The Portfolio  invests in securities  believed to  Seeks capital
Growth Portfolio       have the maximum  potential for long term capital  appreciation without
                       appreciation.  It  does  not  seek to  invest  in  regard to income.
                       securities  that pay  dividends or interest,  and
                       such income is incidental.
- ---------------------- -------------------------------------------------- ---------------------------

OPPENHEIMER
VARIABLE
ACCOUNT FUNDS          INVESTMENT POLICIES                                OBJECTIVE
- ---------------------- -------------------------------------------------- ---------------------------
Oppenheimer            The  Portfolio   will  invest  in  securities  of  Seeks to achieve capital
Aggressive Growth      companies  believed to have relatively  favorable  appreciation, by
Fund                   long-term  prospects  for  increasing  demand for  investing in
                       their goods or services,  or to be developing new  "growth-type" companies.
                       products,   services  or  markets,  and  normally
                       retain  a  relatively  larger  portion  of  their
                       earnings for  research,  development  and
                       investment in capital assets.
- ---------------------- -------------------------------------------------- ---------------------------
Oppenheimer Growth     The  Portfolio  will  emphasize   investments  in  Seeks  capital
Fund                   securities   of   well-known   and    established  appreciation  by investing
                       companies.   Such  securities  generally  have  a  in "growth-type"
                       history of earnings and  dividends and are issued  companies.
                       by seasoned companies.
- ---------------------- -------------------------------------------------- ---------------------------
Oppenheimer Growth     Its equity investments will include common         Seeks a high total return 
& Income Fund          stocks,  preferred  stocks, convertible securities (which includes growth in
                       and warrants. Its debt securities will include     the value of its shares
                       bonds,    participation  interests, asset-backed   as well as current 
                       securities, private label  mortgage  backed        income) from equity and
                       securities and collateralized  mortgage            debt  securities.
                       obligations,  zero coupon securities and U.S.
                       obligations.
- ---------------------- -------------------------------------------------- ---------------------------

                                       14
<PAGE>

- ---------------------- -------------------------------------------------- ---------------------------
Oppenheimer  High      Investments in high yield  fixed-income            Seeks a high level of
Income Fund            securities (including long-term debt and           current income.
                       preferred stock issues, including convertible
                       securities)   believed  by  the  Manager  not  to
                       involve undue risk. Fund will assume certain
                       risks in seeking high yield including securities
                       in the lower ratings categories, commonly known
                       as "junk bonds".
- ---------------------- -------------------------------------------------- ---------------------------
Oppenheimer            Income is principally derived from  interest on    Seeks  a  high   level  of
Strategic Bond Fund    debt  securities  and the Fund  seeks to  enhance  current income by
                       such income by writing  covered call options on    investing  primarily  in a
                       debt securities.  The Fund intends to invest       diversified portfolio of 
                       primarily in (i) foreign government and            high yield  fixed-income
                       corporate debt securities  (ii)U.S. Government     securities.
                       Securities, and (iii) lower-rated
                       high yield  domestic debt  securities, 
                       commonly known as junk bonds.
- ---------------------- -------------------------------------------------- ---------------------------

STRONG
VARIABLE
INSURANCE
FUNDS                  INVESTMENT POLICIES                                OBJECTIVE
- ---------------------- -------------------------------------------------- ---------------------------
Strong International   Invests  primarily in the equity securities of     Seeks growth of capital.
Stock Fund II          issuers  located  outside the United States.  The
                       portfolio will invest at least 65% of its total
                       assets in foreign equity securities, including
                       common stocks, preferred stocks, and securities
                       that are convertible into common or preferred
                       stocks, such as warrants and convertible bonds,
                       that are issued by companies whose principal
                       headquarters   are  located  outside  the  United
                       States.
- ---------------------- -------------------------------------------------- ---------------------------
Strong Discovery       The Portfolio invests in securities believed to    Seeks  to  provide  growth
Fund II                represent long-term  prospects for growth.         of capital.
                       The Portfolio normally emphasizes equity 
                       securities, although it has the flexibility to 
                       invest in any type of security that the Advisor 
                       believes has the potential for capital appreciation.
                       The Portfolio may invest up to 100% of its  total
                       assets in  equity  securities,  including
                       common stocks, preferred stocks, and securities that are
                       convertible into  common or preferred  stocks,  such as
                       warrants and convertible bonds. The Portfolio may also
                       invest 100% of its  total  assets  in debt  obligations,
                       including  intermediate  to long-term corporate or U.S.
                       government debt securities.
- ---------------------- -------------------------------------------------- ---------------------------
VAN ECK
WORLDWIDE 
INSURANCE
TRUST
- ---------------------- -------------------------------------------------- ---------------------------
Portfolio              Investment Policies                                Objective
- ---------------------- -------------------------------------------------- ---------------------------
Worldwide Hard         The Worldwide Hard Assets Fund must invest at      Seeks  long-term   capital
Assets Fund            least  25% of its total  assets in "Hard  Assets"  appreciation  by investing
                       including precious metals, ferrous and             globally,   primarily   in
                       non-ferrous metals, gas, petroleum,                "Hard Assets"  securities.
                       petrochemicals or other hydrocarbons, forest       Income   is  a   secondary
                       products, real  estate and other basic             consideration.
                       non-agricultural commodities.  An additional but
                       not fundamental policy, it may invest up to 50%
                       of its assets in any one of these sectors.

- ---------------------- -------------------------------------------------- ---------------------------
</TABLE>

Addition, Deletion or Substitution of Investments

ANLIC  reserves  the right,  subject  to  applicable  law,  to add,  delete,  or
substitute investments in the Separate Account. ANLIC will notify the SEC and/or
state insurance authorities and will obtain required approvals before making


                                       15
<PAGE>


additions, deletions, or substitutions.  The Separate Account may, to the extent
permitted  by law,  purchase  other  securities  for other  policies or permit a
conversion between policies upon your request.

ANLIC may, in its sole discretion,  also establish additional Subaccounts of the
Separate  Account,  each of which would invest in shares  corresponding to a new
portfolio  of the Funds or in  shares of  another  investment  company  having a
specified investment objective. ANLIC may, in its sole discretion, establish new
Subaccounts  or  eliminate  one or more  Subaccounts  if  marketing  needs,  tax
considerations or investment conditions warrant. Any new Subaccounts may be made
available to existing Policyowners on a basis to be determined by ANLIC.

If ANLIC considers it to be in the best interest of Policyowners, and subject to
any approvals that may be required under  applicable  law, the Separate  Account
may  be  operated  as a  management  company  under  the  1940  Act,  it  may be
deregistered under that Act if registration is no longer required,  or it may be
combined  with  other  ANLIC  separate  accounts.  To the  extent  permitted  by
applicable  law,  ANLIC may also  transfer  the assets of the  Separate  Account
associated with the Policies to another  separate  account.  In addition,  ANLIC
may,  when  permitted  by law,  restrict  or  eliminate  any  voting  rights  of
Policyowners or other persons who have voting rights as to the Separate Account.

If any of these  substitutions  or changes are made,  ANLIC may, by  appropriate
endorsement,  change the Policy to reflect the substitution or change.  You will
be notified of any material change in the investment  policy of any portfolio in
which you have an interest.

Fixed Account

You may elect to allocate  all or a portion of your Net Premium  payments to the
Fixed Account, and you may also transfer monies between the Separate Account and
the Fixed Account. (See the section on Transfers.)

Payments  allocated  to the Fixed  Account  and  transferred  from the  Separate
Account to the Fixed Account are placed in ANLIC's General Account.  The General
Account  includes  all of ANLIC's  assets,  except those  assets  segregated  in
ANLIC's separate accounts. ANLIC has the sole discretion to invest the assets of
the General  Account,  subject to applicable law. ANLIC bears an investment risk
for all amounts  allocated or transferred  to the Fixed  Account,  plus interest
credits, less any deduction for charges and expenses.  The Policyowner bears the
investment risk that the declared rate,  described  below,  will fall to a lower
rate after the  expiration of a declared rate period.  Because of exemptions and
exclusionary  provisions,  interests  in  the  General  Account  have  not  been
registered under the Securities Act of 1933 (the "1933 Act"), nor is the General
Account  registered as an investment company under the Investment Company Act of
1940.  Accordingly,  neither  the  General  Account  nor any  interest  in it is
generally  subject to the provisions of the 1933 or 1940 Act. We understand that
the  staff  of the SEC has  not  reviewed  the  disclosures  in this  prospectus
relating to the Fixed Account portion of the Policy;  however, these disclosures
may be subject to generally applicable provisions of the Federal Securities Laws
regarding the accuracy and completeness of statements made in prospectuses.

ANLIC  guarantees  that it will credit  interest at a Declared  Rate of at least
3.5%.  ANLIC may, at its discretion,  set a higher Declared Rate(s ). Each month
ANLIC will  establish  the Declared  Rate for the Policies with a Policy Date or
Policy  Anniversary  Date in that month.  Each month is assumed to have 30 days,
and each year to have 360 days for purposes of  crediting  interest on the Fixed
Account.  The  Policyowner  will earn  interest  on the amounts  transferred  or
allocated to the Fixed Account at the Declared  Rate  effective for the month in
which the Policy was issued,  which rate is guaranteed  for the remainder of the
first Policy Year.  During later Policy Years,  all amounts in the Fixed Account
will  earn  interest  at the  Declared  Rate in  effect in the month of the last
Policy  Anniversary.  Declared  interest  rates may  increase or  decrease  from
previous  periods,  but will not fall below 3.5%.  ANLIC  reserves  the right to
change the declaration  practice,  and the period for which a Declared Rate will
apply.

POLICY BENEFITS

The rights and  benefits  under the Policy are  summarized  in this  prospectus;
however prospectus  disclosure regarding the Policy is qualified in its entirety
by the Policy itself, a copy of which is available upon request from ANLIC.

Purposes of the Policy

The Policy is designed to provide the Policyowner  with both lifetime  insurance
protection and  flexibility in the amount and frequency of premium  payments and
with the level of life insurance proceeds payable under the Policy.


                                       16
<PAGE>

You are not required to pay scheduled  premiums to keep the Policy in force, but
you may,  subject  to  certain  limitations,  vary the  frequency  and amount of
premium payments.  You also may adjust the level of Death Benefits payable under
the Policy without having to purchase a new Policy by increasing  (with evidence
of  insurability)  or  decreasing  the  Specified  Amount.  An  increase  in the
Specified Amount will increase both the Minimum Premium and the Guaranteed Death
Benefit Premium  required.  If the Specified Amount is decreased,  however,  the
Minimum Premium and Guaranteed Death Benefit Premium will not decrease. Thus, as
insurance  needs or financial  conditions  change,  you have the  flexibility to
adjust life insurance benefits and vary premium payments.

The Death Benefit may, and the Accumulation Value will, vary with the investment
experience  of  the  chosen  Subaccounts  of  the  Separate  Account.  Thus  the
Policyowner  benefits from any  appreciation in value of the underlying  assets,
but bears the investment risk of any depreciation in value. As a result, whether
or not a Policy  continues  in force  may  depend  in part  upon the  investment
experience  of the chosen  Subaccounts.  The  failure to pay a Planned  Periodic
Premium  will not  necessarily  cause the Policy to lapse,  but the Policy could
lapse even if Planned  Periodic  Premiums  have been  paid,  depending  upon the
investment  experience  of the  Separate  Account.  If the  Minimum  Premium  or
Guaranteed Death Benefit Premium is satisfied by Net Policy Funding,  ANLIC will
keep the Policy in force  during  the  appropriate  period  and  provide a Death
Benefit.  In certain  instances,  this Net Policy  Funding  will not,  after the
payment of Monthly Deductions, generate positive Net Cash Surrender Values.

Death Benefit Proceeds

As long as the  Policy  remains  in  force,  ANLIC  will pay the  Death  Benefit
Proceeds of the Policy upon Satisfactory Proof of Death,  according to the Death
Benefit  option in effect at the time of the  Second  Death.  The  amount of the
Death  Benefits  payable will be determined  at the end of the Valuation  Period
during which the Second Death occurs.  The Death Benefit Proceeds may be paid in
a lump sum or under one or more of the payment  options set forth in the Policy.
(See the section on Payment Options.)

Death  Benefit   Proceeds  will  be  paid  to  the  surviving   Beneficiary   or
Beneficiaries  you specified in the application or as subsequently  changed.  If
you do not  choose  a  Beneficiary,  the  proceeds  will be paid to you,  as the
Policyowner, or to your estate.

Death Benefit Options

The Policy provides two Death Benefit  options.  The Policyowner  selects one of
the options in the application. The Death Benefit under either option will never
be less than the  current  Specified  Amount of the Policy as long as the Policy
remains in force.  (See the  section  on Policy  Lapse and  Reinstatement.)  The
minimum initial  Specified Amount is $100,000.  The following graphs  illustrate
the differences in the two Death Benefit options.



OPTION A.

[GRAPHIC OMITTED] 



     Death Benefit Option A. Pays a Death Benefit equal to the Specified Amount
     or the  Accumulation  Value multiplied by the Death Benefit percentage  
     (as illustrated at Point A) whichever is greater.

Under Option A, the Death Benefit is the current  Specified Amount of the Policy
or, if greater,  the applicable  percentage of Accumulation  Value at the Second
Death. The applicable  percentage is 250% for Attained Ages 40 or younger on the
Policy  Anniversary Date prior to the Second Death. For Attained Ages over 40 on
that  Policy  Anniversary  Date,  the  percentage  declines.  For  example,  the
percentage  at Attained Age 40 is 250%,  at Attained Age 50 is 185%, at Attained
Age 60 is 130%, at Attained Age 70 is 115%,  at Attained Age 80 is 105%,  and at
Attained Age 90 is 105%. The applicable percentage will never be less than 101%.
Accordingly, under Option A the Death Benefit will remain level at the Specified
Amount  unless the  applicable  percentage  of  Accumulation  Value  exceeds the
current  Specified  Amount,  in which case the amount of the Death  Benefit will
vary as the Accumulation Value varies. Policyowners who prefer to have favorable
investment  performance,  if any, reflected in higher Accumulation Value, rather
than increased insurance coverage, generally should select Option A.

                                       17
<PAGE>

OPTION B.

[GRAPHIC OMITTED] 


     Death Benefit Option B. Pays a Death Benefit equal to the Specified  Amount
     plus the Policy's  Accumulation  Value or the Accumulation Value multiplied
     by the Death Benefit percentage, whichever is greater.

Under Option B, the Death Benefit is equal to the current  Specified Amount plus
the Accumulation Value of the Policy or, if greater,  the applicable  percentage
of the Accumulation Value at the Second Death. The applicable  percentage is the
same as under  Option A: 250% for  Attained  Ages 40 or  younger  on the  Policy
Anniversary  Date prior to the Second  Death.  For Attained Ages over 40 on that
Policy Anniversary Date the percentage declines. Accordingly, under Option B the
amount of the Death  Benefit will always vary as the  Accumulation  Value varies
(but will never be less than the Specified Amount.).  Policyowners who prefer to
have favorable investment performance,  if any, reflected in increased insurance
coverage, rather than higher Accumulation Values, generally should select Option
B.

Change In Death Benefit Option. The Death Benefit option may be changed once per
year  after the first  Policy  Year by  sending  ANLIC a  written  request.  The
effective  date  of  such a  change  will  be the  Monthly  Activity  Date on or
following  the date the change is approved by ANLIC.  A change may have  federal
tax consequences.

If the Death Benefit  option is changed from Option A to Option B, the Specified
Amount after the change will equal the  Specified  Amount before the change less
the Accumulation Value as of the date of the change. If the Death Benefit option
is changed from Option B to Option A, the Specified  Amount under Option A after
the change will equal the Death Benefit under Option B on the effective  date of
change.

No charges will be imposed upon a change in Death Benefit option,  nor will such
a change  in and of  itself  result in an  immediate  change in the  amount of a
Policy's  Accumulation Value.  However, a change in the Death Benefit option may
affect the Cost of  Insurance  because this charge  varies  depending on the Net
Amount at Risk.  Changing from Option B to Option A generally  will decrease the
Net  Amount  at Risk in the  future,  and will  therefore  decrease  the Cost of
Insurance.  Changing  from  Option A to  Option B  generally  will  result in an
increase in the Cost of Insurance  over time because the Cost of Insurance  rate
will increase with the ages of the Insureds,  even though the Net Amount at Risk
will  generally  remain level.  (See the sections on Charges and  Deductions and
Federal Tax Matters.)

Change In  Specified  Amount.  Subject to certain  limitations,  after the first
Policy Year, a Policyowner  may increase or decrease the  Specified  Amount of a
Policy.  A change in  Specified  Amount  affects  the Net Amount at Risk,  which
affects the Cost of Insurance  and may have federal tax  consequences.  (See the
sections on Charges and Deductions and Federal Tax Matters.)

Any increase or decrease in the  Specified  Amount will become  effective on the
Monthly  Activity Date on or following the date a written request is approved by
ANLIC.  The  Specified  Amount of a Policy may be changed only once per year and
ANLIC  may limit the size of a change in a Policy  Year.  The  Specified  Amount
remaining in force after any requested  decrease may not be less than  $100,000.
In addition,  if a decrease in the Specified  Amount makes the Policy not comply
with the maximum premium limits required by federal tax law, the decrease may be
limited or the Accumulation  Value may be returned to you, at your election,  to
the extent necessary to meet the requirements. (See the section on Premiums.)



                                       18
<PAGE>

Increases in the  Specified  Amount will be allowed after the first Policy Year.
For an increase in the Specified Amount, you must submit a written  supplemental
application.  ANLIC  may  also  require  additional  evidence  of  insurability.
Although  an increase  need not  necessarily  be  accompanied  by an  additional
premium,  in certain  cases an  additional  premium  will be required to put the
requested  increase in effect.  (See the section on Premiums  upon  Increases in
Specified  Amount.)  The  minimum  amount of any  increase  is  $50,000,  and an
increase cannot be made if either Insured was over age 85 on the previous Policy
Anniversary  Date.  An  increase  in the  Specified  Amount  will also  increase
Surrender  Charges.  An increase in the Specified  Amount during the time either
the Minimum Benefit or the Guaranteed Death Benefit  provision is in effect will
increase the respective  premium  requirements.  (See the section on Charges and
Deductions.)

Methods of Affecting Insurance Protection

You may increase or decrease the pure insurance  protection provided by a Policy
- - the  difference  between  the Death  Benefit and the  Accumulation  Value - in
several ways as your insurance  needs change.  These ways include  increasing or
decreasing  the  Specified  Amount of  insurance,  changing the level of premium
payments,  and making a partial withdrawal of the Policy's  Accumulation  Value.
Certain of these changes may have federal tax consequences.  The consequences of
each of these methods will depend upon the individual circumstances.

Duration of the Policy

The duration of the Policy generally  depends upon the  Accumulation  Value. The
Policy  will  remain  in  force  so long  as the Net  Cash  Surrender  Value  is
sufficient to pay the Monthly  Deduction or if the Minimum Benefit or Guaranteed
Death  Benefit  provision  is in  effect.  (See  the  section  on  Charges  from
Accumulation Value.) However,  when the Net Cash Surrender Value is insufficient
to pay the Monthly  Deduction and the Grace Period  expires  without an adequate
payment by the Policyowner, the Policy will lapse and terminate without value.
(See the section on Policy Lapse and Reinstatement.)

Accumulation Value

The  Accumulation  Value will reflect the  investment  performance of the chosen
Investment  Options,  the Net Premiums  paid, any partial  withdrawals,  and the
charges  assessed in connection with the Policy. A Policyowner may Surrender the
Policy at any time and receive the Policy's Net Cash Surrender  Value.  (See the
section on Surrenders.) There is no guaranteed minimum Accumulation Value.

Accumulation  Value is determined on each Valuation Date. On the Issue Date, the
Accumulation  Value will equal the portion of any Net Premium  allocated  to the
Investment  Options,  reduced  by the  portion  of the first  Monthly  Deduction
allocated to the Investment Options.  (See the section on Allocation of Premiums
and Accumulation  Value.)  Thereafter,  on each Valuation Date, the Accumulation
Value of the Policy will equal:

    (1.) The   aggregate  values  belonging  to  the  Policy  in  each   of  the
         Subaccounts  on the Valuation   Date, determined  by  multiplying  each
         Subaccount's  unit value  by  the number of Subaccount units  allocated
         to the Policy; plus
    (2.) The value of allocations to the Fixed Account; plus
    (3.) Any Accumulation Value impaired by Outstanding Policy Debt held in the
         General Account; plus
    (4.) Any Net Premiums received on that Valuation Date; less
    (5.) Any partial  withdrawal,  and its charge, made on that Valuation Date;
          less
    (6.) Any Monthly Deduction to be made on that Valuation Date; less
    (7.) Any federal or state income  taxes  charged  against the  Accumulation
          Value.

In computing the Policy's  Accumulation  Value on the Valuation Date, the number
of Subaccount  units  allocated to the Policy is determined  after any transfers
among  Investment  Options (and deduction of transfer  charges),  but before any
other  Policy  transactions,  such  as  receipt  of  Net  Premiums  and  partial
withdrawals.  Because the Accumulation Value depends on a number of variables, a
Policy's Accumulation Value cannot be predetermined.

The Unit  Value.  The unit  value of each  Subaccount  reflects  the  investment
performance of that Subaccount.  The unit value of each Subaccount is calculated
by:
        (1)  multiplying  the  net  asset value per share of each Fund portfolio
             on the  Valuation  Date  times the  number  of shares  held by that
             Subaccount, before the purchase or redemption of any shares on that
             Valuation Date; minus

                                       19
<PAGE>

        (2)  a charge for  mortality  and expense risk at an annual rate of .75%
             in Policy Years 1-15, decreasing to .30% thereafter; minus

        (3)  a charge for  administrative  service expenses at an annual rate of
             .15%; and

        (4)  dividing  the  result  by the  total  number  of units  held in the
             Subaccount on the Valuation Date, before the purchase or redemption
             of any units on that  Valuation  Date.  (See the  section  on Daily
             Charges Against the Separate Account.)

Valuation Date and Valuation  Period.  A Valuation Date is each day on which the
New York Stock  Exchange  ("NYSE") is open for trading.  The Net Asset Value for
each Fund  Portfolio  is  determined  as of the close of regular  trading on the
NYSE. The net investment  return for each  Subaccount and all  transactions  and
calculations  with  respect  to  the  Policies  as of  any  Valuation  Date  are
determined  as of that  time.  A  Valuation  Period is the  period  between  two
successive  Valuation  Dates,  commencing  at the  close  of the  NYSE  on  each
Valuation  Date and  ending  at the  close  of the  NYSE on the next  succeeding
Valuation Date.

Payment of Policy Benefits

Death Benefit  Proceeds  under the Policy will usually be paid within seven days
after ANLIC receives  Satisfactory Proof of Death.  Payments may be postponed in
certain  circumstances.  (See the  section on  Postponement  of  Payments.)  The
Policyowner  may decide the form in which Death  Benefit  Proceeds will be paid.
While at least one Insured is alive,  the  Policyowner may arrange for the Death
Benefit  Proceeds to be paid in a lump sum or under one or more of the  optional
methods of payment  described below.  Changes must be in writing and will revoke
all prior  elections.  If no  election  is made,  ANLIC  will pay Death  Benefit
Proceeds  or  Accumulation  Value  Benefits  in a lump sum.  When Death  Benefit
Proceeds  are  payable in a lump sum and no election  for an optional  method of
payment is in force at the Second Death the  Beneficiary  may select one or more
of the optional  methods of payment.  Further,  if the Policy is  assigned,  any
amounts due to the assignee will first be paid in one sum. The balance,  if any,
may be applied under any payment option.  Once payments have begun,  the payment
option may not be changed.

Payment Options for Death Benefit  Proceeds.  The minimum amount of each payment
is $100.  If a  payment  would be less  than  $100,  ANLIC has the right to make
payments less often so that the amount of each payment is at least $100.  Once a
payment  option is in effect,  Death  Benefit  Proceeds will be  transferred  to
ANLIC's General Account.  ANLIC may make other payment options  available in the
future.  For additional  information  concerning  these options,  see the Policy
itself. The following payment options are currently available:

Option  ai--Interest  Payment  Option.  ANLIC will hold any amount applied under
this option.  Interest on the unpaid balance will be paid or credited each month
at a rate determined by ANLIC.

Option  aii--Fixed  Amount  Payable  Option.  Each payment will be for an agreed
fixed amount. Payments continue until the amount ANLIC holds runs out.

Option  b--Fixed  Period  Payment  Option.  Equal  payments will be made for any
period selected up to 20 years.

Option c--Lifetime Payment Option.  Equal monthly payments are based on the life
of a named  person.  Payments  will  continue  for the  lifetime of that person.
Variations provide for guaranteed payments for a period of time.

Option d--Joint Lifetime Payment Option. Equal monthly payments are based on the
lives of two named persons. While both are living, one payment will be made each
month.  When one dies,  the same payment  will  continue for the lifetime of the
other.

As an alternative to the above payment options,  Death Benefits  Proceeds may be
paid in any other manner approved by ANLIC.  Further,  one of ANLIC's affiliates
may make payments  under the above payment  options.  If an affiliate  makes the
payment,  it will do so according to the request of the  Policyowner,  using the
rules set out above.

POLICY RIGHTS

Loan Benefits


                                       20
<PAGE>

Loan Privileges. The Policyowner may borrow an amount up to the current Net Cash
Surrender Value less twelve times the most recent Monthly Deduction,  at regular
or reduced loan rates (described  below).  Loans usually are funded within seven
days  after  receipt  of a written  request.  The loan may be repaid at any time
while at least one Insured is living.  Policyowners in certain states may borrow
100% of the Net Cash Surrender Value after deducting Monthly  Deductions and any
interest on policy loans will be due for the remainder of the Policy Year. Loans
may have tax consequences. (See the section on Federal Tax Matters).

Loan Interest.  ANLIC charges  interest to  Policyowners  at regular and reduced
rates. Regular loans will accrue interest on a daily basis at a rate of up to 6%
per year; currently the interest rate on regular Policy loans is 5.5%. Each year
after the tenth Policy  Anniversary  Date, the  Policyowner may borrow a limited
amount of the Net Cash  Surrender  Value at a reduced  interest  rate. For those
loans, interest will accrue on a daily basis at a rate of up to 4% per year; the
current reduced loan rate is 3.5%. The amount available at the reduced loan rate
is (1) the Accumulation  Value,  minus (2) total premiums paid minus any partial
withdrawals  previously  taken , and minus (3) the  portion  of any  Outstanding
Policy Debt held at a reduced loan rate. However, this amount may not exceed the
maximum loan amount  described above.  (See the section on Loan  Privileges.) If
unpaid  when  due,  interest  will be added to the  amount  of the loan and bear
interest  at  the  same  rate.  The  Policyowner  earns  3.5%  interest  on  the
Accumulation Values held in the General Account securing the loans.

Effect of Policy  Loans.  When a loan is made,  Accumulation  Value equal to the
amount  of the loan  will be  transferred  from the  Investment  Options  to the
General  Account as security for the loan. The  Accumulation  Value  transferred
will be allocated from the Investment  Options according to the instructions you
give when you  request  the  loan.  The  minimum  amount  which can  remain in a
Subaccount  or  the  Fixed  Account  as a  result  of a  loan  is  $100.  If  no
instructions  are given,  the amounts  will be withdrawn  in  proportion  to the
various  Accumulation  Values in the Investment Options. In any Policy Year that
loan  interest  is not paid when due,  ANLIC  will add the  interest  due to the
principal  amount of the Policy loan on the next Policy  Anniversary.  This loan
interest due will be transferred  from the Investment  Options as set out above.
No  charge  will be made for these  transfers.  A Policy  loan will  permanently
affect the Accumulation Value and may permanently affect the amount of the Death
Benefits,  even if the loan is repaid.  Policy loans will also affect Net Policy
Funding for determining whether the Minimum Benefit and Guaranteed Death Benefit
provisions are met.

Interest  earned on amounts held in the General Account will be allocated to the
Investment  Options on each Policy  Anniversary in the same  proportion that Net
Premiums  are being  allocated  to those  Investment  Options at the time.  Upon
repayment of loan amounts,  the portion of the repayment allocated in accordance
with the repayment of loan provision (see below) will be transferred to increase
the Accumulation Value in that Investment Option.

Outstanding  Policy Debt.  The  Outstanding  Policy Debt equals the total of all
Policy loans and accrued  interest on Policy loans.  If the  Outstanding  Policy
Debt exceeds the  Accumulation  Value less any Surrender  Charge and any Accrued
Expense Charges,  the Policyowner must pay the excess.  ANLIC will send a notice
of the amount which must be paid. If you do not make the required payment within
the 61 days after  ANLIC sends the notice,  the Policy  will  terminate  without
value ("lapse".) Should the Policy lapse while Policy loans are outstanding, the
portion of the loans attributable to earnings will become taxable. You may lower
the risk of a Policy  lapsing  while  loans  are  outstanding  as a result  of a
reduction in the market value of investments in the  Subaccounts by investing in
a diversified group of lower risk investment  portfolios and/or transferring the
funds to the Fixed Account and receiving a guaranteed rate of return. Should you
experience  a  substantial   reduction,   you  may  need  to  lower  anticipated
withdrawals and loans,  repay loans, make additional  premium payments,  or take
other action to avoid Policy  lapse.  A lapsed  Policy may later be  reinstated.
(See the section on Policy Lapse and Reinstatement.)

Repayment of Loan.  Unscheduled premiums paid while a Policy loan is outstanding
are treated as repayment of the debt only if the  Policyowner so requests.  As a
loan is repaid,  the  Accumulation  Value in the General  Account  securing  the
repaid loan will be allocated among the Subaccounts and the Fixed Account in the
same proportion that Net Premiums are being allocated at the time of repayment.

Surrenders

At any time while at least one Insured is alive,  the Policyowner may withdraw a
portion of the  Accumulation  Value or Surrender the Policy by sending a written
request to ANLIC.  The amount  available for Surrender is the Net Cash Surrender
Value at the end of the Valuation Period when the Surrender  request is received
at ANLIC's Home Office.  Surrenders  will generally be paid within seven days of
receipt of the written  request.  (See the section on Postponement of Payments.)
Surrenders may have tax consequences.  Once a Policy is Surrendered,  it may not
be reinstated. (See the section on Tax Treatment of Policy Proceeds.)

                                       21
<PAGE>

If the Policy is being  Surrendered  in its entirety,  the Policy itself must be
returned to ANLIC along with the request.  ANLIC will pay the Net Cash Surrender
Value.  Coverage  under  the  Policy  will  terminate  as of the date of a total
Surrender.  A  Policyowner  may elect to have the  amount  paid in a lump sum or
under a payment option. (See the section on Payment Options.)

Partial Withdrawals

Partial withdrawals are irrevocable.  The amount of a partial withdrawal may not
be less than $500. The Net Cash Surrender Value after a partial  withdrawal must
be at least $1,000 or an amount  sufficient  to maintain the Policy in force for
the remainder of the Policy Year.

The amount paid will be deducted from the Investment  Options  according to your
instructions  when you  request the  withdrawal.  However,  the  minimum  amount
remaining  in a  Subaccount  as a  result  of  the  allocation  is  $100.  If no
instructions  are given,  the amounts  will be withdrawn  in  proportion  to the
various Accumulation Values in the Investment Options.

The Death  Benefit will be reduced by the amount of any partial  withdrawal  and
may affect the way the Cost of  Insurance is  calculated  and the amount of pure
insurance  protection under the Policy. (See the sections on Monthly Deduction -
Cost of Insurance  and Death  Benefit  Options--Methods  of Affecting  Insurance
Protection.) If Death Benefit option B is in effect,  the Specified  Amount will
not change, but the Accumulation Value will be reduced.

A fee which does not exceed the lesser of $50 or 2% of the amount  withdrawn  is
deducted from the Accumulation Value. Currently, the charge is the lesser of $25
or 2% of the amount withdrawn.  (See the section on Partial Withdrawal  Charge.)
Partial  withdrawals will also affect Net Policy Funding for determining whether
the Minimum Benefit and Guaranteed Death Benefit provisions are met.

Transfers

Accumulation  Value may be  transferred  among the  Subaccounts  of the Separate
Account and to the Fixed Account as often as desired. However, you may make only
one transfer out of the Fixed Account per Policy Year. We may limit the transfer
period to the 30 days following the Policy  Anniversary  Date. The transfers may
be ordered in person, by mail or by telephone. The total amount transferred each
time must be at least  $250,  or the  balance of the  Subaccount,  if less.  The
minimum  amount that may remain in a  Subaccount  or the Fixed  Account  after a
transfer is $100.  The first 15 transfers per Policy Year will be permitted free
of charge.  After that, a transfer  charge of $10 may be imposed each additional
time amounts are transferred and will be deducted from the Accumulation Value on
a pro rata basis. Currently, no charge is imposed for additional transfers. (See
the section on Transfer  Charge.)  Additional  restrictions  on transfers may be
imposed at the fund level.  Specifically,  fund  managers  may have the right to
refuse sales, or suspend or terminate the offering of portfolio  shares, if they
determine that such action is necessary in the best interests of the portfolio's
shareholders.  If a Fund manager refuses a transfer for any reason, the transfer
will not be allowed.  ANLIC will not be able to process the transfer if the Fund
manager  refuses.  Transfers  resulting  from  Policy  loans or  exercise of the
exchange  privilege  will not be subject  to a  transfer  charge and will not be
counted towards the guaranteed 15 free transfers per Policy Year.

Transfers  out of the Fixed  Account,  unless part of the dollar cost  averaging
systematic program described below, are limited to one per Policy Year. However,
you may make only one transfer out of the Fixed  Account per Policy Year. We may
limit the transfer period to the 30 days following the Policy  Anniversary Date,
as noted below. Transfers out of the Fixed Account are limited to the greater of
(1) 25% of the  Fixed  Account  attributable  to the  Policy;  (2)  the  largest
transfer made by the  Policyowner  out of the Fixed  Account  during the last 13
months;  or (3)  $1,000.  This  provision  is not  available  while  dollar cost
averaging from the Fixed Account.


                                       22
<PAGE>


The privilege to initiate  transactions  by telephone  will be made available to
Policyowners  automatically.  The  registered  representative  designated on the
application   will  have  the   authority  to  initiate   telephone   transfers.
Policyowners who do not wish to authorize ANLIC to accept telephone transactions
from their registered  representative must so specify on the application.  ANLIC
will employ reasonable  procedures to confirm that instructions  communicated by
telephone  are genuine,  and if it does not,  ANLIC may be liable for any losses
due to unauthorized or fraudulent instructions. The procedures ANLIC follows for
transactions  initiated by telephone include,  but are not limited to, requiring
the  Policyowner  to provide  the Policy  number at the time of giving  transfer
instructions; ANLIC's tape recording of all telephone transfer instructions; and
ANLIC providing written confirmation of telephone transactions.

Systematic Programs

ANLIC may offer systematic  programs as discussed below.  These programs will be
subject to  administrative  guidelines  ANLIC may  establish  from time to time.
Transfers of Accumulation  Value made pursuant to these programs will be counted
in determining  whether any transfer fee may apply. Lower minimum amounts may be
allowed to transfer as part of a systematic  program.  No other  separate fee is
assessed  when one of  these  options  is  chosen.  All  other  normal  transfer
restrictions, as described above, also apply.

You can request  participation  in the available  programs when  purchasing  the
Policy  or at a  later  date.  You  can  change  the  allocation  percentage  or
discontinue  any program by sending  written  notice or calling the Home Office.
Other  scheduled  programs may be made  available.  ANLIC  reserves the right to
modify,  suspend or  terminate  such  programs  at any time.  Use of  systematic
programs may be advantageous, and does not guarantee success.

Portfolio Rebalancing. Under the Portfolio Rebalancing program, you can instruct
ANLIC to reallocate the  Accumulation  Value among the Subaccounts  (but not the
Fixed  Account) on a systematic  basis  according to Your  specified  allocation
instructions.

Dollar Cost Averaging. Under the Dollar Cost Averaging program, you can instruct
ANLIC to automatically  transfer,  on a systematic basis, a predetermined amount
or specified percentage from the Fixed Account or the Money Market Subaccount to
any other  Subaccount(s).  Dollar cost  averaging  is  permitted  from the Fixed
Account  if each  monthly  transfer  is no more than  1/36th of the value of the
Fixed Account at the time dollar cost averaging is established.

Earnings Sweep. This program permits systematic redistribution of earnings among
Investment Options.

Free-Look Privilege

You may cancel the Policy  within 10 days after you receive  it,  within 10 days
after ANLIC delivers a notice of your right of  cancellation,  or within 45 days
of completing  Part I of the  application,  whichever is later.  When allowed by
state  law,  the  amount of the  refund  is the net  premiums  allocated  to the
Investment Options, adjusted by investment gains and losses, plus the sum of all
charges  deducted from premiums paid.  Otherwise,  the amount of the refund will
equal the gross premiums paid. To cancel the Policy,  you should mail or deliver
it to the selling agent, or to ANLIC at its  Administrative  Office. A refund of
premiums  paid by check may be delayed  until the check has  cleared  your bank.
(See the section on Postponement of Payments.)

PAYMENT AND ALLOCATION OF PREMIUMS

Issuance of a Policy

Individuals wishing to purchase a Policy must complete an application and submit
it to ANLIC's  Administrative Office ( 5900 "O" Street, P.O. Box 82550, Lincoln,
Nebraska 68501).  A Policy will generally be issued only to individuals  between
the  ages of 20 and 90 at the time of  purchase,  although  at least  one of the
individuals  must be no older  than 85,  and  both of whom  supply  satisfactory
evidence of insurability to ANLIC. Acceptance is subject to ANLIC's underwriting
rules, and ANLIC reserves the right to reject an application for any reason.

The  Policy  Date  is the  effective  date  for  all  coverage  in the  original
application.  The Policy Date is used to  determine  Policy  Anniversary  Dates,
Policy Years and Policy  Months.  The Issue Date is the date that all financial,
contractual and administrative  requirements have been met and processed for the
Policy.  The  Policy  Date and the  Issue  Date will be the same  unless: (1) an
earlier  Policy Date is  specifically  requested, or (2) additional  premiums or
application amendments are needed. When there are additional requirements before
issue  (see  below)  the  Policy  Date  will be the date the  Policy is sent for
delivery and the Issue Date will be the date the requirements are met.


                                       23
<PAGE>

When all required  premiums and  application  amendments  have been  received by
ANLIC in its  administrative  Office, the Issue Date will be the date the Policy
is  mailed to you or sent to the agent for  delivery  to you.  When  application
amendments  or  additional  premiums  need to be obtained  upon  delivery of the
Policy, the Issue Date will be when the Policy receipt and Federal Funds (monies
of member banks within the Federal Reserve System which are held on deposit at a
Federal  Reserve Bank) are received and available to ANLIC,  and the application
amendments  are  received and reviewed in ANLIC's  Administrative  Office.  Your
initial  Net Premium  will be  allocated  on the Issue Date to the  Subaccaounts
and/or  the  Fixed  Account  according  to  the  selections  you  made  in  your
application. When state or other applicable law or regulation requires return of
at least your  premium  payments  if you return the Policy  under the  free-look
privilege,  your  initial  Net Premium  will be  allocated  to the Money  Market
Subaccount.  Then, thirteen days after the Issue Date, the Accumulation Value of
the  Policy  will be  allocated  among  the  Subaccounts  and/or  Fixed  Account
according to the instructions in your application.

Subject to approval,  a Policy may be backdated,  but the Policy Date may not be
more than six months  prior to the date of the  application.  Backdating  can be
advantageous  if a lower Issue Age for either  Insured  results in lower Cost of
Insurance Rates. If a Policy is backdated,  the minimum initial premium required
will  include  sufficient  premium  to  cover  the  backdating  period.  Monthly
deductions will be made for the period the Policy Date is backdated.

Interim  conditional  insurance coverage may be issued prior to the Policy Date,
provided that certain  conditions are met, upon the completion of an application
and the  payment of the  required  premium at the time of the  application.  The
amount of the  interim  coverage  is limited to  $100,000.  Premium  will not be
accepted with applications for coverage in amounts of $1,000,000 or more.

Premiums

No insurance will take effect before the initial  premium payment is received by
ANLIC in Federal Funds.  The initial  premium  payment must be at least equal to
the monthly Minimum Premium times one more than the number of months between the
Policy Date and the Issue Date.  Subsequent premiums are payable at ANLIC's Home
Office. A Policyowner has flexibility in determining the frequency and amount of
premiums.  However,  unless you have paid sufficient premiums to pay the Monthly
Deduction  and Percent of Premium  Charge for Taxes,  the Policy may have a zero
Net Cash Surrender Value and lapse. Net Policy Funding, if adequate, may satisfy
Minimum Premium and/or Guaranteed Death Benefit Premium  requirements.  (See the
section on Policy Benefits, Purposes of the Policy.)

Planned Periodic Premiums.  At the time the Policy is issued you may determine a
Planned  Periodic  Premium  schedule  that  provides  for the  payment  of level
premiums at  selected  intervals.  You may want to consider  setting the Planned
Periodic  Premium no lower than the Guaranteed  Death Benefit  Premium to assure
proper  funding of the  Guaranteed  Death  Benefit.  You are not required to pay
premiums in accordance with this schedule. You have considerable  flexibility to
alter the amount and  frequency of premiums  paid.  ANLIC  reserves the right to
limit the number and amount of additional or unscheduled premium payments.

You may also change the  frequency  and amount of Planned  Periodic  Premiums by
sending a written request to the Home Office,  although ANLIC reserves the right
to  limit  any  increase.   Premium  payment  notices  will  be  sent  annually,
semi-annually or quarterly, depending upon the frequency of the Planned Periodic
Premiums.  Payment of the Planned Periodic  Premiums does not guarantee that the
Policy remains in force unless the Minimum  Benefit or Guaranteed  Death Benefit
provision is in effect.  Instead,  the  duration of the Policy  depends upon the
Policy's Net Cash Surrender Value.  (See the section on Duration of the Policy.)
Unless the Minimum Benefit or Guaranteed  Death Benefit  provision is in effect,
even if Planned  Periodic  Premiums are paid, the Policy will lapse any time the
Net Cash Surrender Value is insufficient to pay the Monthly  Deduction,  and the
Grace Period expires  without a sufficient  payment.  (See the section on Policy
Lapse and Reinstatement.)

Premium  Limits.  ANLIC's  current  minimum premium limit is $45, $15 if paid by
automatic bank draft.  ANLIC currently has no maximum premium limit,  other than
the current  maximum  premium  limits  established  by federal  tax laws.  ANLIC
reserves the right to change any premium limit. In no event may the total of all
premiums paid, both planned and unscheduled,  exceed the current maximum premium
limits  established  by federal tax laws.  (See the section on Tax Status of the
Policy.)

If at any time a premium is paid which would result in total premiums  exceeding
the current maximum  premium limits,  ANLIC will only accept that portion of the
premium  which  will make  total  premiums  equal the  maximum.  Any part of the
premium in excess of that amount will be returned or applied as otherwise agreed
and no further  premiums will be accepted  until allowed by the current  maximum
premium  limits  allowed  by law.  ANLIC  may  require  additional  evidence  of
insurability  if any premium payment would result in an increase in the Policy's
Net Amount at Risk on the date the premium is received.


                                       24
<PAGE>

Premiums Upon Increases in Specified  Amount.  Depending  upon the  Accumulation
Value of the Policy at the time of an  increase in the  Specified  Amount of the
Policy  and  the  amount  of  the  increase  requested  by the  Policyowner,  an
additional premium payment may be required. ANLIC will notify you of any premium
required to fund the increase,  which premium must be made in a single  payment.
The Accumulation Value of the Policy will be immediately increased by the amount
of the payment, less the applicable Percent of Premium Charge for Taxes.

Allocation Of Premiums and Accumulation Value

Allocation of Net Premiums.  In the  application  for a Policy,  the Policyowner
allocates Net Premiums to one or more  Subaccounts  and/or to the Fixed Account.
Allocations must be whole number percentages and must total 100%. The allocation
of future  Net  Premiums  may be  changed  without  charge by  providing  proper
notification to the Home Office. If there is any Outstanding  Policy Debt at the
time of a payment,  ANLIC will treat the payment as a premium payment unless you
instruct otherwise by proper written notice.

On the Issue Date,  the initial Net Premium will be allocated to the  Investment
Options you selected.  When state or other applicable law or regulation requires
return of at least your  premium  payments  if you  return the Policy  under the
free-look  privilege,  the initial Net Premium  will be  allocated  to the Money
Market  Subaccount  for 13 days.  Thereafter,  the  Accumulation  Value  will be
reallocated to the Investment Options you selected. Premium payments received by
ANLIC  prior to the Issue Date are held in the General  Account  until the Issue
Date and are credited with interest at a rate determined by ANLIC for the period
from the date the payment has been converted into Federal Funds and is available
to ANLIC. In no event will interest be credited prior to the Policy Date.

The  Accumulation  Value  of the  Subaccounts  will  vary  with  the  investment
performance  of these  Subaccounts  and you, as the  Policyowner,  will bear the
entire  investment risk. This will affect the Policy's  Accumulation  Value, and
may  affect the Death  Benefit as well.  You  should  periodically  review  your
allocations  of premiums  and values in light of market  conditions  and overall
financial planning requirements.

Policy Lapse and Reinstatement

Lapse.  Unlike  conventional  life  insurance  policies,  the  failure to make a
Planned  Periodic  Premium  payment  will not itself  cause the Policy to lapse.
Lapse will occur when the Net Cash Surrender  Value is insufficient to cover the
Monthly  Deduction  and a Grace Period  expires  without a  sufficient  payment,
unless the Minimum Benefit or Guaranteed  Death Benefit  provision is in effect.
The Grace  Period is 61 days from the date ANLIC  mails a notice  that the Grace
Period has begun.  ANLIC will notify you at the beginning of the Grace Period by
mail  addressed to your last known  address on file with ANLIC.  The notice will
specify the premium  required to keep the Policy in force.  The required premium
will equal the lesser of (1) Monthly Deductions  plus Percent of Premium  Charge
for Taxes for the three Policy  Months after  commencement  of the Grace Period,
plus  projected  loan interest  that would accrue over that  period,  or (2) the
premium   required  under  the  Minimum  Benefit  or  Guaranteed  Death  Benefit
provisions,  if  applicable,  to keep the Policy in effect for three months from
the commencement of the Grace Period. Failure to pay the required premium within
the Grace Period will result in lapse of the Policy.  If the Second Death occurs
during the Grace Period,  any overdue Monthly  Deductions and Outstanding Policy
Debt will be deducted from the Death Benefit Proceeds.
(See the section on Charges and Deductions.)

Reinstatement.  A lapsed  Policy may be  reinstated  any time within three years
(five years in Missouri) after the beginning of the Grace Period,  provided both
Insureds are living.  Reinstatement  will be based on the rating  classes of the
Insureds at the time of the reinstatement.

Reinstatement is subject to the following:

  (1) Evidence  of  insurability  of  both  Insureds  satisfactory  to   ANLIC
      (including  evidence of  insurability of any person covered by a rider to
      reinstate the rider);

  (2) Any Outstanding  Policy Debt on  the  date  of  lapse  will be reinstated
      with interest due and accrued;

  (3) The Policy   cannot  be  reinstated if  it has been  Surrendered  for its
      full Net Cash Surrender Value;

  (4) The minimum premium required at reinstatement is the greater of:
       (a)    the amount  necessary to raise the Net Cash Surrender Value as of
              the date of reinstatement to equal to or greater than zero; or


                                       25
<PAGE>

        (b)    three times the current Monthly Deduction.


The amount of Accumulation  Value on the date of  reinstatement  will equal:

       (1) the  amount  of the Net Cash  Surrender  Value on the date of  lapse,
           increased by
       (2) the premium paid at reinstatement, less
       (3) the Percent of Premium Charge for Taxes , plus
       (4) that part of the Surrender Charge that would apply if the Policy were
           Surrendered on the date of reinstatement.
The last  addition to the  Accumulation  Value is  designed  to avoid  duplicate
Surrender  Charges.  The original Policy Date, and the dates of increases in the
Specified Amount (if  applicable),  will be used for purposes of calculating the
Surrender Charge. If any Outstanding  Policy Debt is reinstated,  that debt will
be held in ANLIC's General Account.  Accumulation  Value  calculations will then
proceed as described under the section on Accumulation Value.

The effective date of  reinstatement  will be the first Monthly Activity Date on
or  next  following  the  date of  approval  by  ANLIC  of the  application  for
reinstatement.

CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate  ANLIC for:
(1) providing  the  insurance  benefits set forth in the Policy and any optional
insurance  benefits added by rider; (2)  administering the Policy and payment of
applicable taxes; (3) assuming certain risks in connection with the Policy;  and
(4)  incurring  expenses in  distributing  the Policy.  The nature and amount of
these charges are described more fully below.

Deductions From Premium Payments

Percent of Premium  charge for Taxes.  A deduction of up to 3% of the premium is
made from each premium payment;  currently the charge is 2.25%. The deduction is
intended to partially  offset the premium  taxes imposed by the states and their
subdivisions, and to help defray the tax cost due to capitalizing certain policy
acquisition  expenses as required under  applicable  federal tax laws.  (See the
section on Federal  Tax Matters .) ANLIC does not expect to derive a profit from
the Percent of Premium Charge for Taxes.

Charges From Accumulation Value

Monthly  Deduction.  Charges  will be deducted as of the Policy Date and on each
Monthly  Activity Date thereafter from the  Accumulation  Value of the Policy to
compensate  ANLIC for  administrative  expenses and  insurance  provided.  These
charges will be allocated  from the Investment  Options in accordance  with your
instructions.  If no  instructions  are  given  the  charges  will be  allocated
prorata  among the  Investment  Options.  Each  of these charges is described in
more detail below.

Administrative   Expense   Charge.   To   compensate   ANLIC  for  the  ordinary
administrative expenses expected to be incurred in connection with a Policy, the
Monthly Deduction  includes a level per policy charge plus a charge per $1000 of
Specified  Amount.  For Specified  Amounts  between  $100,000 and $999,999,  the
charge  is  currently  $16 per  month  in  Policy  Years  1-5  and $8 per  month
thereafter;  for Specified Amounts between $1,000,000 and $4,999,999, the charge
is  currently  $8 per  month in Policy  Years  1-5 and $4 per month  thereafter;
currently  there is no charge for Specified  Amounts  $5,000,000 or greater.  In
addition,  for all  Specified  Amounts  there  currently is a charge of $.05 per
month per $1000 of Specified  Amount in years 1-5. It is anticipated that charge
will  reduce  to $0 in year 6.  The  Administrative  Expense  Charge  is  levied
throughout  the life of the Policy and is guaranteed  not to increase  above $16
per month  plus $.05 per month per $1000 of  Specified  Amount.  ANLIC  does not
expect to make any profit from the Administrative Expense Charge.

Cost of Insurance. Because the Cost of Insurance depends upon several variables,
the cost  for each  Policy  Month  can vary  from  month to  month.  ANLIC  will
determine the monthly Cost of Insurance by multiplying  the  applicable  Cost of
Insurance Rate by the Net Amount at Risk for each Policy Month.


                                       26
<PAGE>

Cost of  Insurance  Rate.  The Annual Cost of  Insurance  Rates are based on the
Issue Age, sex and risk class of each Insured and the Policy duration. The rates
will vary depending  upon tobacco use and other risk factors.  The rates will be
based on ANLIC's  expectations  of future  experience  with regard to mortality,
interest,  persistency,  and  expenses,  but will not  exceed  the  Schedule  of
Guaranteed  Annual Cost of Insurance  Rates shown in the Policy.  The guaranteed
rates for standard  rating  classes are calculated  from the 1980  Commissioners
Standard Ordinary Smoker and Non-Smoker,  Male and Female Mortality Tables.  The
guaranteed  rates  for the  table-rated  substandard  Insureds  are  based  on a
multiple  (shown  in the  schedule  pages of the  Policy)  of the  above  rates.
One-half  the  amount of any Flat  Extra  Rating  Charge is added to the Cost of
Insurance  Rate and thus will be deducted as part of the  Monthly  Deduction  on
each Monthly Activity Date. Any change in the Cost of Insurance Rates will apply
to all Insureds of the same age, sex, risk class and whose Policies have been in
effect for the same length of time

The Cost of Insurance Rates, Surrender Charges, and payment options for Policies
issued in Montana,  and  perhaps  other  states or in  connection  with  certain
employee benefit  arrangements,  are issued on a sex-neutral (unisex) basis. The
unisex  rates will be higher  than those  applicable  to females  and lower than
those applicable to males.

The actual  charges  made  during  the  Policy  year will be shown in the annual
report delivered to Policyowners.

Rating Class. The rating class of each Insured will affect the Cost of Insurance
Rate.  ANLIC  currently  places  Insureds into both standard  rating classes and
substandard rating classes that involve a higher mortality risk. In an otherwise
identical  Policy,  Insureds in the standard rating class will have a lower Cost
of Insurance  Rate than when either or both  Insureds are in a rating class with
higher mortality risks.

Surrender Charge

If a Policy is Surrendered on or before the 14th Policy  Anniversary Date, ANLIC
will assess a Surrender Charge as shown in the schedule pages of the Policy. The
initial  Surrender  Charge is  calculated  based on the Issue Age,  sex and risk
class of each  Insured,  and the Specified  Amount of the Policy.  The Surrender
Charge,  if  applicable,  will be applied  according to the following  schedule.
Because  the  Surrender   Charge  may  be  significant   upon  early  Surrender,
prospective  Policyowners should purchase a Policy only if they do not intend to
Surrender the Policy for a substantial period.

- ------------------ ---------------------- -------------- ----------------------
    Policy Year     Percent of Initial     Policy Year     Percent of Initial
                     Surrender Charge                    Surrender Charge that
                      that will apply                      will apply during
                    during Policy Year                        Policy Year
- ------------------ ---------------------- -------------- ----------------------
        1-5                100%                11                 40%
- ------------------ ---------------------- -------------- ----------------------
         6                  90%                12                 30%
- ------------------ ---------------------- -------------- ----------------------
         7                  80%                13                 20%
- ------------------ ---------------------- -------------- ----------------------
         8                  70%                14                 10%
- ------------------ ---------------------- -------------- ----------------------
         9                  60%                15+                 0%
- ------------------ ---------------------- -------------- ----------------------
         10                 50%           
- ------------------ ---------------------- -------------- ----------------------

No Surrender Charge will be assessed on decreases in the Specified Amount of the
Policy or partial  withdrawals  of  Accumulation  Value.  ANLIC  will,  however,
require  additional  Surrender Charges due to increases in Specified Amount. The
initial  Surrender  Charge  applicable to the increase in Specified  Amount will
equal the initial Surrender Charge for the original Specified Amount, multiplied
by the ratio of the  increase  in  Specified  Amount to the  original  Specified
Amount.  Surrender Charges on increases in Specified Amount will be applied with
respect to Surrenders  within 14 years of the date of the increase  according to
the same grading schedule as for the original Specified Amount.

Transfer Charge. Currently there is no charge for transfers among the investment
options  in  excess  of  fifteen  per  Policy  Year.  A  transfer  charge of $10
(guaranteed not to increase) for each transfer in excess of 15 may be imposed to
compensate  ANLIC for the costs of  processing  the  transfer.  Since the charge
reimburses  ANLIC only for the cost of processing  the transfer,  ANLIC does not
expect to make any profit from the transfer charge. This charge will be deducted
pro rata from each Subaccount  (and, if applicable,  the Fixed Account) in which
the  Policyowner  is  invested.  The  transfer  charge  will not be  imposed  on
transfers  that occur as a result of Policy  loans or the  exercise  of exchange
rights.  

                                       27
<PAGE>

Partial Withdrawal Charge. A charge will be imposed for each partial withdrawal.
This charge will compensate ANLIC for the administrative costs of processing the
requested  payment and in making  necessary  calculations  for any reductions in
Specified Amount which may be required because of the partial  withdrawal.  This
charge is currently the lesser of $25 or 2% of the amount withdrawn  (guaranteed
not to be  greater  than the lesser of $50 or 2% of the  amount  withdrawn).  No
Surrender  Charge is assessed on a partial  withdrawal and a partial  withdrawal
charge is not assessed when a Policy is Surrendered.

Daily Charges Against The Separate Account

A daily Mortality and Expense Risk Charge will be deducted from the value of the
net assets of the Separate Account to compensate ANLIC for mortality and expense
risks assumed in connection with the Policy. This daily charge from the Separate
Account is at the rate of 0.002050%  (equivalent  to an annual rate of .75%) for
Policy Years 1-15 and .000820%  (equivalent to an annual rate of .30%) The daily
charge will be deducted  from the net asset value of the Separate  Account,  and
therefore the  Subaccounts,  on each Valuation  Date.  Where the previous day or
days was not a Valuation  Date,  the deduction on the Valuation Date will be the
applicable  daily rate multiplied by the number of days since the last Valuation
Date. No Mortality and Expense Risk Charges will be deducted from the amounts in
the Fixed Account.

ANLIC  believes  that  this  level of charge  is  within  the range of  industry
practice for comparable  survivorship  flexible premium variable  universal life
policies.  The  mortality  risk assumed by ANLIC is that Insureds may live for a
shorter time than  calculated,  and that the aggregate  amount of Death Benefits
paid will be greater than initially estimated.  The expense risk assumed is that
expenses  incurred in issuing and  administering  the  policies  will exceed the
administrative charges provided in the policies.

An  Asset-Based  Administrative  Expense  Charge will also be deducted  from the
value of the net assets of the Separate Account on a daily basis. This charge is
applied at a rate of 0.000409% (equivalent  to .15%  annually).  No  Asset-Based
Administrative  Expense  Charge will be  deducted  from the amounts in the Fixed
Account.

FUND EXPENSE SUMMARY
In addition to the charges  against the Separate  Account  described just above,
management  fees and  expenses  will be  assessed  by Alger,  Calvert,  Dreyfus,
Neuberger&Berman, Oppenheimer Strong and Van Eck against the amounts invested in
the various  portfolios.  No  portfolio  fees will be assessed  against  amounts
placed in the Fixed Account.

The  information  shown below relating to the Funds was provided to ANLIC by the
Funds and ANLIC has not  independently  verified such  information.  Each of the
Funds is managed by an investment  advisory  organization that is not affiliated
with ANLIC. Each such organization is entitled to receive a fee for its services
based on the  value of the  relevant  portfolio's  net  assets.  The  amount  of
expenses,  including  the asset based  advisory fee referred to above,  borne by
each portfolio for the fiscal year ended December 31, 1997, was as follows:

<TABLE>
<CAPTION>

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

Portfolio                Investment Advisory and      Other Expenses        Total
                         Management

                         Figures presented  may   Figures presented may  Figures
                         reflect expense          reflect expense        presented may
                         reimbursement            reimbursement          reflect expense
                                                                         reimbursement
- ------------------------ ------------------------ ---------------------- -----------------
 <S>                               <C>                  <C>                    <C>
Alger American (1)
Growth Portfolio                        .75%              .04%                .79%
Small Capitalization Portfolio          .85%              .04%                .89%
MidCap Portfolio                        .80%              .04%                .89%


Calvert
Social Money Market Portfolio           .50%              .19%                .69%
Social Small Cap Growth Portfolio       .90%             1.12%               1.92%
Social Mid Cap Growth Portfoli          .80%              .24%               1.04%
Social International Equity Portfolio  1.00%              .56%               1.56%


                                       28
<PAGE>

Social Balanced Portfolio              .70%               .10%                .80%


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

Portfolio                 Investment Advisory and       Other Expenses        Total
                                 Management

                           Figures presented may   Figures presented may  Figures
                              reflect expense      reflect expense        presented may
                               reimbursement       reimbursement          reflect expense
                                                                          reimbursement
- ------------------------ ------------------------- ---------------------- -----------------

Dreyfus 
Stock Index Fund                       .25%               .03%                .28%

Neuberger & Berman
Limited Maturity Bond Portfolio       0.65%               .12%                .77%
Growth Portfolio                      0.83%               .07%                .09%

Oppenheimer
High Income Fund                      0.75%               .07%               0.82%
Strategic Bond Fund                   0.75%               .08%               0.83%
Aggressive Growth Fund                0.71%               .02%               0.73%
Growth Fund                           0.73%               .02%               0.75%
Growth & Income Fund                  0.75%               .08%               0.83%

Strong Funds
International Stock Fund II           1.00%               0.51%               1.51%
Discovery Fund II                     1.00%               0.18%               1.18%

Van Eck
Worldwide Hard Assets Fund            1.00%               0.17%               1.17%
</TABLE>

(1) Fred Alger Management, Inc. ("Alger Management") has agreed to reimburse the
portfolios to the extent that the aggregate annual expenses (excluding interest,
taxes,  fees  for  brokerage   services  and   extraordinary   expenses)  exceed
respectively:  Alger  American  Small  Capitalization,  Alger  American  Mid Cap
Growth, and Alger American Growth, 1.50%.

(2) The figures above are based on expenses for fiscal year 1997,  and have been
restated to reflect an increase  in transfer  agency  expenses of 0.01% for each
portfolio  expected  to be  incurred  in 1998.  Management  fees  include for CS
Balanced  and  CS  Mid  Cap  a  performance   adjustment,   which  depending  on
performance,  could  cause the fee to be as high as 0.85% or as low as 0.55% for
CS  Balanced,  and as high as 0.95%,  or as low as 0.85% for CS Mid Cap.  The CS
Small Cap  expenses  have been  restated to reflect the lower  advisory  fee and
administrative  services fee. Other  expenses  reflect an indirect fee. Net fund
operating  expenses after reductions for fees paid indirectly  (again restated),
would be 0.78% for CS Balanced, 0.97% for CS Mid Cap, 0.60% for CS Money Market,
1.18% for CS  International  Equity and 0.89% for CS Small Cap.  Management Fees
for  CS Mid  Cap,  CS  Small  Cap,  and  CS  International  Equity  Includes  an
administrative  service fee of 0.10% paid to the advisor's  affiliate.  Prior to
January  1,  1998,  Calvert  Variable  Series,  Inc.  was named  Acacia  Capital
Corporation and the Calvert Social Money Market  Portfolio was named the Calvert
Responsibly  Invested  Portfolio;  the Calvert Social Small Cap Growth Portfolio
was named the Calvert  Responsibly  Invested  Strategic  Growth  Portfolio;  the
Calvert  Social  Mid Cap  Growth  Portfolio  was named the  Calvert  Responsibly
Invested Capital Accumulation Portfolio; the Calvert Social International Equity
Portfolio was named the Calvert  Responsibly  Invested Global Equity  Portfolio;
and the Calvert  Social  Balanced  Portfolio  was named the Calvert  Responsibly
Invested Balanced Portfolio.

(3) The  Oppenheimer  Aggressive  Growth  Fund was  formerly  named  Oppenheimer
Capital Appreciation Fund.

(4) Prior to April 30, 1997,  Van Eck  Worldwide  Hard Assets Fund was named Van
Eck Gold and  Natural  Resources  Fund.  Other  Expenses  are net of soft dollar
credits.  Without such credits,  Other  Expenses would have been 0.18% and Total
Portfolio Annual Expenses would have been 1.18%.

Expense  reimbursement  agreements  are expected to continue in future years but
may be terminated at any time. As long as the expense limitations continue for a
portfolio,  if a  reimbursement  occurs,  it has  the  effect  of  lowering  the
portfolio's expense ratio and increasing its total return.


                                       29
<PAGE>

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

ANLIC may receive  administrative  fees from the investment  advisers of certain
Funds.  ANLIC  currently does not assess a separate  charge against the Separate
Account or the Fixed Account for any federal, state or local income taxes. ANLIC
may,  however,  make such a charge in the  future if income or gains  within the
Separate  Account  will incur any  federal,  or any  significant  state or local
income tax liability,  or if the federal,  state or local tax treatment of ANLIC
changes.

GENERAL PROVISIONS

The Contract. The Policy, the application,  any supplemental  applications,  and
any riders,  amendments or endorsements  make up the entire  contract.  Only the
President,  Vice  President,  Secretary  or Assistant  Secretary  can modify the
Policy. Any changes must be made in writing, and approved by ANLIC. No agent has
the  authority to alter or modify any of the terms,  conditions or agreements of
the Policy or to waive any of its provisions.  The rights and benefits under the
Policy  are  summarized  in  this  prospectus;   however  prospectus  disclosure
regarding the Policy is qualified in its entirety by the Policy  itself,  a copy
of which is available upon request from ANLIC.

Control of Policy.  The Policyowner is as shown in the application or subsequent
written  endorsement.  Subject to the rights of any irrevocable  Beneficiary and
any  assignee  of record,  all rights,  options,  and  privileges  belong to the
Policyowner,  if living;  otherwise to any successor-owner or owners, if living;
otherwise to the estate of the last Policyowner to die.

Beneficiary.  Policyowners may name both primary and contingent Beneficiaries in
the application. Payments will be shared equally among Beneficiaries of the same
class unless  otherwise  stated.  If a Beneficiary dies before the Second Death,
payments  will  be  made  to any  surviving  Beneficiaries  of the  same  class;
otherwise to any Beneficiaries of the next class; otherwise to the Policyowner;
otherwise to the estate of the Policyowner.

Change of  Beneficiary  The  Policyowner  may change the  Beneficiary by written
request  at any time  while at  least  one  Insured  is alive  unless  otherwise
provided in the previous designation of Beneficiary. The change will take effect
as of the date the  change is  recorded  at the Home  Office.  ANLIC will not be
liable for any payment made or action taken before the change is recorded.

Change of Policyowner or Assignment.  In order to change the  Policyowner of the
Policy or assign  Policy  rights,  an  assignment  of the Policy must be made in
writing and filed with ANLIC at its Home Office.  Any such assignment is subject
to  Outstanding  Policy  Debt.  The change  will take  effect as of the date the
change is  recorded  at the Home  Office,  and ANLIC  will not be liable for any
payment made or action  taken  before the change is  recorded.  Payment of Death
Benefit  Proceeds  is  subject  to the  rights  of any  assignee  of  record.  A
collateral assignment is not a change of ownership.

Payment of Proceeds. The Death Benefit Proceeds are subject first to any debt to
ANLIC and then to the  interest of any  assignee  of record.  The balance of any
Death Benefit  Proceeds shall be paid in one sum to the  designated  beneficiary
unless an Optional Method of Payment is selected. If no Beneficiary survives the
Second  Death,  the  Death  Benefit  Proceeds  shall  be  paid in one sum to the
Policyowner,  if living; otherwise to any successor-owner,  if living; otherwise
to the Policyowner's  estate.  Any proceeds payable upon Surrender shall be paid
in one sum unless an Optional Method of Payment is elected.

Incontestability.  ANLIC cannot contest the Policy or reinstated Policy while at
least one  Insured  is alive  after it has been in force for two years  from the
Policy Date (or  reinstatement  effective  date).  After the Policy Date,  ANLIC
cannot contest an increase in the Specified  Amount or addition of a rider while
at least one Insured is alive, after such increase or addition has been in force
for two years from its effective  date.  However,  this two year provision shall
not apply to riders  with their own  contestability  provision.  We may  require
proof  prior  to the end of the  appropriate  contestability  period  that  both
Insureds are living.

Misstatement  of Age and Sex. If the age or sex of either  Insured or any person
insured by rider has been  misstated,  the amount of the Death  Benefit  and any
added riders  provided  will be those that would be purchased by the most recent
deduction for the Cost of Insurance and the cost of any additional riders at the
correct age and sex of the Insureds. The Death Benefit Proceeds will be adjusted
correspondingly.


                                       30
<PAGE>

Suicide.  The Policy does not cover suicide  within two years of the Policy Date
unless otherwise  provided by a state's Insurance law. If either Insured,  while
sane or insane,  commits  suicide within two years after the Policy Date,  ANLIC
will pay only the premiums received less any partial  withdrawals,  the cost for
riders and any outstanding Policy debt. If either Insured, while sane or insane,
commits suicide within two years after the effective date of any increase in the
Specified  Amount,  ANLIC's liability with respect to such increase will only be
its total cost of insurance  applicable  to the  increase.  The laws of Missouri
provide that death by suicide at any time is covered by the Policy,  and further
that suicide by an insane person may be considered an accidental death.

Postponement  of  Payments.  Payment  of  any  amount  upon  Surrender,  partial
withdrawal,  Policy loans,  benefits  payable at the Second Death, and transfers
may be  postponed  whenever:  (1) the New York Stock  Exchange  (NYSE) is closed
other than  customary  weekend and holiday  closings,  or trading on the NYSE is
restricted as  determined by the SEC; (2) the SEC by order permits  postponement
for the protection of Policyowners;  (3) an emergency  exists,  as determined by
the  SEC,  as a  result  of  which  disposal  of  securities  is not  reasonably
practicable  or it is not  reasonably  practicable to determine the value of the
Separate Account's net assets; or (4) Surrenders,  loans or partial  withdrawals
from the  Fixed  Account  may be  deferred  for up to 6 months  from the date of
written request.  Payments under the Policy of any amounts derived from premiums
paid by check may be  delayed  until  such time as the  check  has  cleared  the
Policyowner's bank.

Reports and Records.  ANLIC will  maintain all records  relating to the Separate
Account and will mail to the  Policyowner,  at the last known address of record,
within 30 days after each Policy  Anniversary,  an annual report which shows the
current  Accumulation  Value, Net Cash Surrender Value, Death Benefit,  premiums
paid,  Outstanding Policy Debt and other information.  Quarterly  statements are
also mailed  detailing Policy activity during the calendar  quarter.  Instead of
receiving an immediate  confirmation of transactions made pursuant to some types
of periodic  payment plan (such as a dollar cost averaging  program,  or payment
made by automatic bank draft or salary reduction  arrangement),  the Policyowner
may receive confirmation of such transactions in their quarterly statements. The
Policyowner  should review the information in these  statements  carefully.  All
errors or  corrections  must be reported to ANLIC  immediately  to assure proper
crediting  to the Policy.  ANLIC will  assume all  transactions  are  accurately
reported on quarterly  statements  unless ANLIC is notified  otherwise within 30
days  after  receipt  of the  statement.  The  Policyowner  will  also be sent a
periodic  report for the Funds and a list of the  portfolio  securities  held in
each portfolio of the Funds.

Additional Insurance Benefits (Riders.) Subject to certain requirements,  one or
more of the following  additional insurance benefits may be added to a Policy by
rider.  All  riders  are not  available  in all  states.  The cost,  if any,  of
additional insurance benefits will be deducted as part of the Monthly Deduction.
(See the section on Charges From Accumulation Value - Monthly Deduction.)

Accelerated  Benefit Rider for Terminal  Illness  (Living  Benefit  Rider.) Upon
satisfactory  Proof of Death of one Insured,  and satisfactory proof of terminal
illness of the last surviving Insured after the two-year contestable period, (no
waiting period in certain states) ANLIC will accelerate the payment of up to 50%
of the lowest scheduled Death Benefit as provided by eligible coverages, less an
amount up to two guideline level premiums.

Future premium allocations after the payment of the benefit must be allocated to
the Fixed Account. Payment will not be made for amounts less than $4,000 or more
than  $250,000 on all policies  issued by ANLIC or its  affiliates  that provide
coverage  on the  surviving  Insured.  ANLIC may  charge the lesser of 2% of the
benefit or $50 as an expense charge to cover the costs of administration.

Satisfactory  proof of  terminal  illness  of the last  surviving  Insured  must
include a written statement from a licensed  physician who is not related to the
Insured  or the  Policyowner  stating  that the  Insured  has a  non-correctable
medical  condition that,  with a reasonable  degree of medical  certainty,  will
result in the death of the  Insured  in less than 12 months (6 months in certain
states) from the date of the physician's statement.  Further, the condition must
first be diagnosed while the Policy is in force.

The accelerated benefit first will be used to repay any Outstanding Policy Debt,
and will also affect future loans,  partial  withdrawals,  and  Surrenders.  The
accelerated  benefit will be treated as a lien against the Policy Death  Benefit
and will thus reduce the Death  Benefit  Proceeds.  Interest on the lien will be
charged at the Policy loan  interest  rate.  There is no extra  premium for this
rider.


                                       31
<PAGE>

Estate  Protection Rider. This rider provides a specified amount of insurance to
the  Beneficiary  upon receipt of  Satisfactory  Proof of Death of both Insureds
during the first four Policy Years.

First-To-Die  Term Rider. This rider provides a specified amount of insurance to
the Beneficiary upon receipt of Satisfactory Proof of Death of either of the two
Insureds.

Second-To-Die Term Rider. This rider provides a specified amount of insurance to
the Beneficiary upon receipt of Satisfactory Proof of Death of both Insureds.

Term Rider for  Covered  Insured.  This rider  provides  a  specified  amount of
insurance to the Beneficiary upon receipt of Satisfactory  Proof of Death of the
rider Insured, as identified. The rider may be purchased on either Insured or an
individual other than the Insureds.

Total  Disability  Rider.  This  rider  provides  for the  payment by ANLIC of a
disability  benefit in the form of premiums  while the Insured is disabled.  The
benefit amount may be chosen by the  Policyowner  at the issue of the rider.  In
addition,  while the Insured is totally disabled,  the Cost of Insurance for the
rider will not be deducted from  Accumulation  Value. The rider may be purchased
on either or both Insureds.

Policy  Split  Option.  This  rider  allows  the  Policy  to be  split  into two
individual policies, subject to evidence of insurability on both Insureds.

DISTRIBUTION OF THE POLICIES

The principal underwriter for the Policies is The Advisors Group, Inc ("TAG"). a
second tier wholly  owned  subsidiary  of Acacia Life  Insurance  Company and an
affiliate of ANLIC.  TAG is registered as a broker-dealer  with the SEC and is a
member of the National  Association of Securities  Dealers ("NASD").  ANLIC pays
TAG for acting as the principal underwriter under an Underwriting Agreement.

The  Policies  are  sold  through  Registered  Representatives  of TAG or  other
broker-dealers  which have entered into  selling  agreements  with ANLIC or TAG.
These Registered  Representatives are also licensed by state insurance officials
to sell  ANLIC's  variable  life  policies.  Each of the  broker-dealers  with a
selling  agreement is  registered  with the SEC and is a member of the NASD.  In
1998, TAG received gross variable universal life compensation of $17,177,000 and
retained $11,250 in underwriting  fees, and $3,113,000 in brokerage  commissions
on ANLIC's variable universal life policies.

Under these selling  agreements,  ANLIC pays  commission to the  broker-dealers,
which in turn pay  commissions to the Registered  Representative  who sells this
Policy.  During the first Policy Year,  the commission may equal an amount up to
95% of the first year target premium paid plus the first year cost of any riders
and 2% for premiums paid in excess of the first year target premium.  For Policy
Years two through four,  the commission may equal an amount up to 2% of premiums
paid.  Broker-dealers may also receive a service fee up to an annualized rate of
 .25% of the Accumulation Value beginning in the fifth Policy Year.  Compensation
arrangements  may vary among  broker-dealers.  In  addition,  ANLIC may also pay
override payments,  expense allowances,  bonuses,  wholesaler fees, and training
allowances. Registered Representatives who meet certain production standards may
receive  additional  compensation.  ANLIC may  reduce or waive the sales  charge
and/or other charges on any Policy sold to  directors,  officers or employees of
ANLIC or any of its affiliates,  employees and registered representatives of any
broker dealer that has entered into a sales  agreement with ANLIC or TAG and the
spouses or children of the above persons. In no event will any such reduction or
waiver be permitted where it would be unfairly discriminatory to any person.

ADMINISTRATION

ANLIC has  contracted  with Ameritas  Acacia Service  Corporation  ("Ameritas'),
having its principal  place of business at One Ameritas Way,  Lincoln,  Nebraska
68501 for it to  provide  ANLIC with  certain  administrative  services  for the
Survivorship  flexible premium variable life policies.  Ameritas is an affiliate
of ANLIC and a Member of the Ameritas  Acacia Family of  Companies.  Pursuant to
the terms of a Service  Agreement,  Ameritas will act as record keeping  Service
Agent for the  policies  and riders for an initial  term of three  years and any
subsequent renewals thereof.  Ameritas under the direction of ANLIC will perform
Administrative functions including issuance of policies for reinstatement,  term
conversion,  plan changes and  guaranteed  insurability  options,  generation of
billing  and posting of  premium,  computation  of  valuations,  calculation  of
benefits payable,  maintenance of  administrative  controls over all activities,
correspondence, and data, and providing management reports to ANLIC.

FEDERAL TAX MATTERS

                                       32
<PAGE>


The following  discussion  provides a general  description of the federal income
tax  considerations  associated  with the  Policy  and does  not  purport  to be
complete or cover all situations. This discussion is not intended as tax advice.
No attempt has been made to consider in detail any applicable state or other tax
laws. This discussion is based upon ANLIC's  understanding  of the relevant laws
at the time of  filing.  Counsel  and other  competent  tax  advisors  should be
consulted for more  complete  information  before a Policy is  purchased.  ANLIC
makes no  representation  as to the  likelihood of the  continuation  of present
federal  income  tax laws nor of the  interpretations  by the  Internal  Revenue
Service. Federal tax laws are subject to change and thus tax consequences to the
Insureds, Policyowner or Beneficiary may be altered.

1.     Taxation of ANLIC.  ANLIC is taxed as a life insurance company under Part
       I of Subchapter L of the Internal Revenue Code of 1986, (the "Code").  At
       this time,  since the  Separate  Account is not a  separate  entity  from
       ANLIC,  and its  operations  form a part of  ANLIC,  it will not be taxed
       separately as a "regulated  investment company" under Subchapter M of the
       Code. Net investment  income and realized net capital gains on the assets
       of the Separate  Account are reinvested and  automatically  retained as a
       part  of the  reserves  of the  Policy  and are  taken  into  account  in
       determining the Death Benefit and Accumulation Value of the Policy. ANLIC
       believes that  Separate  Account net  investment  income and realized net
       capital  gains will not be taxable  to the  extent  that such  income and
       gains are retained as reserves under the Policy.

       ANLIC does not currently expect to incur any federal income tax liability
       attributable  to the  Separate  Account  with  respect to the sale of the
       Policies.  Accordingly, no charge is being made currently to the Separate
       Account for federal income taxes.  If, however,  ANLIC determines that it
       may incur such taxes attributable to the Separate Account,  it may assess
       a charge for such taxes against the Separate Account.

       ANLIC may also incur state and local taxes (including  premium taxes). At
       present, they are not charges against the Separate Account. If there is a
       material  change  in state or local  tax  laws,  charges  for such  taxes
       attributable to the Separate Account, if any, may be assessed against the
       Separate Account.

2.     Tax Status of the Policy.  The Code (Section  7702) includes a definition
       of a life  insurance  contract  for federal  tax  purposes  which  places
       limitations on the amount of premiums that may be paid for the Policy and
       the  relationship of the Accumulation  Value to the Death Benefit.  While
       ANLIC  believes that the Policy meets the statutory  definition of a life
       insurance  contract under  Internal  Revenue Code Section 7702 and should
       receive   federal  income  tax  treatment   consistent  with  that  of  a
       fixed-benefit  life insurance policy, the area of tax law relating to the
       definition of life  insurance  does not  explicitly  address all relevant
       issues  (including,  for example,  certain tax  requirements  relating to
       survivorship variable universal life policies).  ANLIC reserves the right
       to make changes to the Policy if deemed  appropriate  by ANLIC to attempt
       to assure qualification of the Policy as  a  life insurance contract.  If
       the Policy were determined not to qualify  as life  insurance  under Code
       Section 7702,  the Policy would not provide the tax  advantages  normally
       provided by life insurance.  If the Death Benefit of a Policy is changed,
       the applicable defined limits may change.

       The Code (Section 7702A) also defines a "modified endowment contract" for
       federal tax  purposes.  If a life  insurance  policy is  classified  as a
       modified endowment contract,  distributions from it (including loans) are
       taxed as  ordinary  income to the extent of any gain.  This  Policy  will
       become a "modified  endowment  contract"  if the  premiums  paid into the
       Policy fail to meet a 7-pay  premium test as outlined in Section 7702A of
       the  Code.  Basically,  Section  7702A of the Code  defines  a  "modified
       endowment  contract" as a policy issued or materially changed on or after
       June 21,  1988 on which the total  premiums  paid  during the first seven
       years exceed the amount that would have been paid if the policy  provided
       for paid up benefits after seven level annual premiums.


                                       33
<PAGE>

       Certain  benefits  the  policyowner  may elect  under this  Policy may be
       material  changes that affect or cause  retesting under the 7-pay premium
       test.  These  include,  but are not limited to, changes in Death Benefits
       and changes in the Specified  Amount.  One may avoid a Policy  becoming a
       modified  endowment contract by, among other things, not making excessive
       payments or reducing  benefits.  Should you  deposit  excessive  premiums
       during a Policy  Year,  that  portion that is returned by ANLIC within 60
       days after the Policy  Anniversary  Date will reduce the premiums paid to
       prevent  the Policy  from  becoming  a modifed  endowment  contract.  All
       modified  endowment  policies issued by ANLIC to the same Policyholder in
       any 12 month  period are treated as one modified  endowment  contract for
       purposes of determining  taxable gain under Section 72(e) of the Internal
       Revenue  Code.  Any life  insurance  policy  received in  exhcnage  for a
       modified  endowment contract will also be treated as a modified endowment
       contract.  You should contact a competent tax professional  before paying
       additional  premiums or making  other  changes to the Policy to determine
       whether  such  payments  or  changes  would  cause the Policy to become a
       modified endowment contract.

       The Code (Section  817(h)) also  authorizes the Secretary of the Treasury
       (the  "Treasury")  to set  standards by  regulation  or otherwise for the
       investments  of the Separate  Account to be "adequately  diversified"  in
       order for the  Policy to be  treated  as a life  insurance  contract  for
       federal tax purposes. The Separate Account, through the Funds, intends to
       comply with the diversification  requirements  prescribed by the Treasury
       in regulations  published in the Federal Register on March 2, 1989, which
       affect how the Fund's assets may be invested.

       ANLIC does not have control over the Funds or their investments. However,
       ANLIC  believes  that the Funds will be operated in  compliance  with the
       diversification  requirements of the Internal  Revenue Code.  Thus, ANLIC
       believes that the Policy will be treated as a life insurance contract for
       federal tax purposes.

       In  connection   with  the  issuance  of  regulations   relating  to  the
       diversification   requirements,   the   Treasury   announced   that  such
       regulations  do not  provide  guidance  concerning  the  extent  to which
       Policyowners  may direct their  investments to particular  divisions of a
       separate account. Regulations in this regard may be issued in the future.
       It is not clear what these regulations will provide nor whether they will
       be prospective only. It is possible that when regulations are issued, the
       Policy may need to be modified to comply with such regulations. For these
       reasons,  ANLIC  reserves  the right to modify the Policy as necessary to
       prevent the Policyowner  from being considered the owner of the assets of
       the Separate Account or otherwise to qualify the Policy for favorable tax
       treatment.

       The following  discussion  assumes that the Policy will qualify as a life
       insurance contract for federal tax purposes.

3.     Tax Treatment of Policy Proceeds.  ANLIC believes that the Policy will be
       treated in a manner consistent with a fixed benefit life insurance policy
       for federal  income tax  purposes.  Thus,  ANLIC  believes that the Death
       Benefit  will  generally  be  excludable  from the  gross  income  of the
       Beneficiary  under Section 101(a)(1) of the Code and the Policyowner will
       not be deemed to be in  constructive  receipt of the  Accumulation  Value
       under the Policy until its actual Surrender.

       Distributions From Policies That Are Not "Modified Endowment  Contracts".
       Distributions  (while one or both Insureds are still alive) from a Policy
       that is not a modified  endowment contract are generally treated as first
       a recovery of the investment in the Policy and then only after the return
       of all such investment,  as disbursing taxable `income.  However,  in the
       case of a decrease in the Death Benefit, a partial  withdrawal,  a change
       in Death  Benefit  option,  or any other such change that reduces  future
       benefits  under the Policy  during  the first 15 years  after a Policy is
       issued and that  results in a cash  distribution  to the  Policyowner  in
       order for the Policy to continue  complying with the Section 7702 defined
       limits on premiums and Accumulation  Values,  such  distributions will be
       taxable as ordinary  income to the Policyowner (to the extent of any gain
       in the  Policy)  as  prescribed  in Section  7702.  In  addition,  upon a
       complete surrender or lapse of a Policy that is not a "modified endowment
       contract",  if the amount  received  plus the  amount of any  outstanding
       Policy Debt exceeds the total  investment in the Policy,  the excess will
       generally be treated as ordinary  income for tax purposes.  Investment in
       the Policy means (1) the total amount of any premiums paid for the Policy
       plus the amount of any loan  received  under the policy to the extent the
       loan is included in gross  income of the Policy owner minus (2) the total
       amount received under the Policy by the  Policyowner  that was excludable
       from gross income,  excluding  any  non-taxable  loan received  under the
       Policy.

       ANLIC also  believes  that loans  received  under a Policy  that is not a
       "modified  endowment contract" will be treated as debt of the Policyowner
       and that no part of any loan under a Policy will constitute income to the
       Policyowner  so long as the Policy  remains  in force,  unless the Policy
       becomes a  "modified  endowment  contract."  See  discussion  of modified
       endowment  contract  distributions  in the  section  on Tax Status of the
       Policy.  Should the Policy lapse while Policy loans are  outstanding  the
       portion  of the loans  attributable  to  earnings  will  become  taxable.
       Generally,  interest  paid  on  any  loan  under  a  Policy  owned  by an
       individual will not be tax-deductible.


                                       34
<PAGE>

       Except for Policies with respect to a limited number of key persons of an
       employer (both as defined in the Internal  Revenue Code),  and subject to
       applicable  interest  rate caps,  the Health  Insurance  Portability  and
       Accountability Act of 1996 (the "Health Insurance Act") generally repeals
       the  deduction  for interest  paid or accrued  after  October 13, 1995 on
       loans  from  corporate  owned  life  insurance  Policies  on the lives of
       officers,  employees or persons financially  interested in the taxpayer's
       trade or  business.  Certain  transitional  rules for  existing  debt are
       included in the Health  Insurance Act. The  transitional  rules include a
       phase-out of the deduction for debt incurred (1) before  January 1, 1996,
       or (2) before January 1, 1997, for Policies entered into in 1994 or 1995.
       The phase-out of the interest expense  deduction occurs over a transition
       period  between  October 13,  1995 and  January 1, 1999.  There is also a
       special rule for pre-June 21, 1986 Policies.  The Taxpayer  Relief Act of
       1997 ("TRA `97"),  further expanded the interest  deduction  disallowance
       for businesses by providing,  with respect to Policies  issued after June
       8, 1997, that no deduction is allowed for interest paid or accrued on any
       debt with respect to life  insurance  covering the life of any individual
       (except as noted above under  pre-'97 law with respect to key persons and
       pre-June 21, 1986  policies).  TRA `97 also provides that no deduction is
       permissible for premiums paid on a life insurance  Policy if the taxpayer
       is directly or indirectly a Beneficiary under the Policy.  Also under TRA
       `97 and subject to certain exceptions,  for Policies issued after June 8,
       1997,  no deduction is allowed for that portion of a taxpayer's  interest
       expense  that  is  allocable  to  unborrowed  Policy  cash  values.  This
       disallowance  generally  does not  apply  to  Policies  owned by  natural
       persons.  Policyowners  should consult a competent tax advisor concerning
       the tax implications of these changes for their Policies.

       Distribution  From  Policies  That Are  "Modified  Endowment  Contracts".
       Should  the  Policy  become  a  "modified  endowment  contract",  partial
       withdrawals, full surrenders,  assignments, pledges, and loans (including
       loans to pay loan  interest)  under the  Policy  will be  taxable  to the
       extent of the gain under the Policy.  A 10%  penalty tax also  applies to
       the taxable portion of any distribution  prior to the  Policyowner's  age
       591/2.  The 10% penalty tax does not apply if the Policyowner is disabled
       as defined under the Code or if the  distribution is paid out in the form
       of a life  annuity on the life of the  Policyowner  or the joint lives of
       the Policyowner and Beneficiary.

       The right to  exchange  the Policy for a  survivorship  flexible  premium
       adjustable   life   insurance   policy   (See  the  section  on  Exchange
       Privilege.), the right to change Policyowners (See the section on General
       Provisions.),  and the provision for partial withdrawals (See the section
       on Surrenders.) may have tax consequences  depending on the circumstances
       of such exchange, change, or withdrawal.  Upon complete Surrender, if the
       amount  received  plus any  Outstanding  Policy  Debt  exceeds  the total
       premiums paid (the "basis"), that are not treated as previously withdrawn
       by the  Policyowner,  the  excess  generally  will be taxed  as  ordinary
       income.

       Federal  estate and state and local  estate,  inheritance,  and other tax
       consequences of ownership or receipt of Death Benefit  Proceeds depend on
       applicable law and the  circumstances of each Policyowner or Beneficiary.
       In  addition,  if the  Policy is used in  connection  with  tax-qualified
       retirement plans, certain limitations  prescribed by the Internal Revenue
       Service on, and rules with  respect to the  taxation  of, life  insurance
       protection provided through such plans may apply. The advice of competent
       tax counsel should be sought in connection  with use of life insurance in
       a qualified plan.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

ANLIC holds the assets of the Separate  Account.  The assets are kept physically
segregated and held separately and apart from the General Account assets, except
for the Fixed Account.  ANLIC maintains records of all purchases and redemptions
of Funds' shares by each of the Subaccounts.

THIRD PARTY SERVICES

ANLIC is aware that  certain  third  parties are offering  investment  advisory,
asset  allocation,  money  management and timing services in connection with the
Policies. ANLIC does not engage any such third parties to offer such services of
any type. In certain cases, ANLIC has agreed to honor transfer instructions from
such services where it has received powers of attorney,  in a form acceptable to
it,  from the  Policyowners  participating  in the  service.  Firms  or  persons
offering such services do so independently from any agency relationship they may
have with ANLIC for the sale of Policies.  ANLIC takes no responsibility for the
investment  allocations and transfers  transacted on a  Policyowner's  behalf by
such third parties or any  investment  allocation  recommendations  made by such
parties.  Policyowners  should be aware  that fees  paid for such  services  are
separate and in addition to fees paid under the Policies.

VOTING RIGHTS

ANLIC is the legal holder of the shares held in the  Subaccounts of the Separate
Account and as such has the right to vote the shares,  to elect Directors of the
Funds, and to vote on matters that are required by the Investment Company Act of
1940 and upon  any  other  matter  that  may be voted  upon at a  shareholders's
meeting.  To the extent  required by law,  ANLIC will vote all shares of each of
the Funds  held in the  Separate  Account  at regular  and  special  shareholder
meetings of the Funds according to instructions received from Policyowners based
on the number of shares held as of the record date for such meeting.

                                       35
<PAGE>

The number of Fund shares in a Subaccount for which instructions may be given by
a  Policyowner  is determined  by dividing the  Accumulation  Value held in that
Subaccount by the net asset value of one share in the corresponding portfolio of
the Fund. Fractional shares will be counted. Fund shares held in each Subaccount
for which no timely  instructions from Policyowners are received and Fund shares
held in each Subaccount which do not support Policyowner interests will be voted
by ANLIC in the same  proportion  as those shares in that  Subaccount  for which
timely instructions are received.  Voting instructions to abstain on any item to
be voted will be applied on a pro rata basis to reduce the votes  eligible to be
cast. Should applicable federal securities laws or regulations permit, ANLIC may
elect to vote shares of the Fund in its own right.

Disregard  of Voting  Instruction.  ANLIC may, if  required  by state  insurance
officials,  disregard voting  instructions if those  instructions  would require
shares  to be voted to cause a change  in the  subclassification  or  investment
objectives or policies of one or more of the Funds' portfolios, or to approve or
disapprove  an investment  adviser or principal  underwriter  for the Funds.  In
addition,  ANLIC itself may  disregard  voting  instructions  that would require
changes in the  investment  objectives  or  policies of any  portfolio  or in an
investment  adviser or principal  underwriter for the Funds, if ANLIC reasonably
disapproves those changes in accordance with applicable federal regulations.  If
ANLIC does disregard voting  instructions,  it will advise  Policyowners of that
action  and its  reasons  for the  action  in the next  annual  report  or proxy
statement to Policyowners.

STATE REGULATION OF ANLIC

ANLIC, a stock life insurance company  organized under the laws of Virginia,  is
subject to  regulation by the Virginia  Department  of  Insurance.  On or before
March 1 of each  year an NAIC  convention  blank  covering  the  operations  and
reporting on the  financial  condition  of ANLIC and the Separate  Account as of
December 31 of the preceding year must be filed with the Virginia  Department of
Insurance.  Periodically,  the Virginia  Department  of  Insurance  examines the
liabilities and reserves of ANLIC and the Separate Account.

In addition,  ANLIC is subject to the insurance  laws and  regulations  of other
states  within  which it is  licensed or may become  licensed  to  operate.  The
policies  offered by the  Prospectus  are  available  in the  various  states as
approved.  Generally,  the  Insurance  Department of any other state applies the
laws of the state of domicile in determining permissible investments.


EXECUTIVE OFFICERS AND DIRECTORS OF ANLIC

Shows name and position(s) with ANLIC followed by the principal  occupations for
the last five years.***

OFFICERS AND DIRECTORS OF ANLIC


Name and Position(s)         Principal Occupation
- --------------------         --------------------
With Acacia National         Last Five Years
- --------------------         ---------------

Charles T. Nason             Chairman of the  Board and
Chairman of the Board,       Chief Executive Officer since Nov. 1, 1998
and Chief Executive Officer  Chairman, President and Chief Executive Officer 
and Director                 until Nov. 1, 1998 Acacia Life Insurance Company

Robert W. Clyde              President  and  Chief    Operating  Officer  since 
President,                   Nov. 1,  1998  Executive Vice  President, Marketing
Chief Operating              and  Sales  since  September 1994  until  Dec.1997;
Officer                      Vice President,   Retail   Long-Term    Care
                             September 1993  until  August 1994, Vice President,
                             General Agency July 1991 until August 1993,
                             John Hancock Mutual Life.

Robert-John H. Sands         Senior Vice President and General Counsel
Senior Vice President,       since 1991 Acacia Life Insurance Company.
General Counsel and Director

Paul L. Schneider            Senior  Vice  President,  Chief  Financial  Officer
Senior Vice President,       since March 1989 and Chief Investment Officer since
Chief Financial Officer,     April 1997; Chief Acacia Life Insurance Company.
Investment Officer,
and Director

Haluk Ariturk                Senior Vice President, Operations and Chief Actuary
Senior Vice President,       since June 1989, Acacia Life Insurance Company.


                                       36
<PAGE>

Operations and Chief
Actuary and Director

Janet L. Schmidt              Senior Vice President, Human Resources since 1994
Senior Vice President,        Acacia Life Insurance Company
Human Resources

Brian J. Owens               Agency Manager from 1981 to Feb. 1995
Senior Vice President,       Prudential Insurance Company of America;
Career Distribution          Regional Vice President Feb. 1995 - Jan. 1997
                             Acacia Life Insurance Company;
                             Vice President, Acacia Financial Centers
                             1997 - Jan. 1999
                             Acacia Life Insurance Company;
                             Jan. 1999 - Senior Vice President, Career 
                             Distribution Acacia Life Insurance Company

R. Larry Mauzy               Vice President, Chief Information Officer 1991-1997
Senior Vice President        Acacia Life Insurance Company;
                             Senior Vice President, Chief Information Officer
                             1998- Acacia Life Insurance Company

(1) The principal business address of each person listed is Acacia National Life
Insurance Company, 7315 Wisconsin Avenue, Bethesda, MD 20814


                                     EXPERTS

The statutory basis financial  statements of ANLIC as of and for the years ended
December 31,1998 and 1997, as found in this Prospectus have been included herein
in  reliance  upon the  reports of  PriceWaterhouseCoopers  L.L.P.,  independent
accountants,  appearing elsewhere herein, given on the authority of that firm as
experts in accounting and auditing.

Actuarial  matters  included  in the  Prospectus  have  been  examined  by Peter
Whipple,  FSA, an actuary of ANLIC, as stated in his opinion filed as an exhibit
to the Registration Statement.


                                  LEGAL MATTERS

 Matters of the State of Virginia  law  pertaining  to the  Policies,  including
ANLIC's  right  to  issue  the  Policies  and its  qualification  to do so under
applicable  laws and  regulations  issued  thereunder,  have been passed upon by
Ellen Jane Abromson, Legal Officer of ANLIC.

LEGAL PROCEEDINGS
There are no legal  proceedings  to which the Separate  Account is a party or to
which the assets of the Separate  Account are subject.  ANLIC is not involved in
any litigation that is of material importance in relation to its total assets or
that relates to the Separate Account.

ADDITIONAL INFORMATION
A  registration  statement  has been  filed  with the  Securities  and  Exchange
Commission,  under the Securities  Act of 1933, as amended,  with respect to the
Policy offered hereby.  This Prospectus does not contain all the information set
forth in the  registration  statement  and the  amendments  and  exhibits to the
registration   statement,  to  all  of  which  reference  is  made  for  further
information  concerning  the  Separate  Account,  ANLIC and the  Policy  offered
hereby. Statements contained in this Prospectus as to the contents of the Policy
and other legal instruments are summaries. For a complete statement of the terms
thereof reference is made to such instruments as filed.

FINANCIAL STATEMENTS
The financial  statements of ANLIC which are included in this Prospectus  should
be  considered  only as bearing on the ability of ANLIC to meet its  obligations
under the Policies.  They should not be considered as bearing on the  investment
performance of the assets held in the Separate Account.

                                       37
<PAGE>

                                   Appendix A

             Illustrations of Death Benefits and Accumulation Value

The following tables  illustrate how the Accumulation  Values and Death Benefits
of a Policy may change with the  investment  experience of the Fund.  The tables
show how the  Accumulation  Values and Death  Benefits of a Policy issued to two
Insureds of given ages and specified  underwriting risk  classifications who pay
the given premium at issue would vary over time if the investment  return on the
assets  held in each  portfolio  of the Funds were a uniform,  gross,  after-tax
annual rate of 0%, 6%, or 12%.  The tables on pages 39 through 42  illustrate  a
Policy issued to a male, age 45, under a Preferred rate non-tobacco underwriting
risk  classification  and a female age 45,  also under a  Preferred  non-tobacco
underwriting  risk  classification.  This Policy provides for a standard tobacco
use  and  non-tobacco  use,  and  preferred  non-tobacco   classification.   The
Accumulation  Values and Death  Benefits  would be different from those shown if
the gross  annual  investment  rates of return  averaged  0%, 6%, and 12% over a
period of years,  but  fluctuated  above and below those averages for individual
Policy Years, or if the Insureds were assigned to a different  underwriting risk
classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The following columns show the Death Benefits and the Accumulation Values
for uniform  hypothetical  rates of return shown in these tables.  The tables on
pages 39 and 41 are  based  on the  current  Cost of  Insurance  Rates,  current
expense  deductions and the current percent of premium loads.  These reflect the
basis on which ANLIC currently sells its Policies. The maximum allowable Cost of
Insurance Rates under the Policy are based upon the 1980 Commissioner's Standard
Ordinary  Smoker and  Non-Smoker,  Male and Female  Mortality  Tables (Smoker is
referenced for tobacco use rates;  Non-Smoker is referenced for  non-tobacco use
rates).  Since these are recent tables and are split to reflect  tobacco use and
sex, the current Cost of Insurance Rates used by ANLIC are at this time equal to
the maximum Cost of Insurance Rates for many ages. ANLIC anticipates  reflecting
future  improvements in actual mortality  experience through  adjustments in the
current  Cost of  Insurance  Rates  actually  applied.  ANLIC  also  anticipates
reflecting  any future  improvements  in expenses  incurred  by  applying  lower
percent of premiums of loads and other expense  deductions.  The Death  Benefits
and Accumulation  Values shown in the tables on pages 40 and 42 are based on the
assumption that the maximum allowable Cost of Insurance Rates as described above
and maximum  allowable  expense  deductions are made  throughout the life of the
Policy.

The amounts  shown for the Death  Benefits,  Surrender  values and  Accumulation
Values  reflect the fact that the net  investment  return of the  Subaccounts is
lower than the  gross,  after-tax  return of the  assets  held in the Funds as a
result of expenses paid by the Fund and charges levied against the  Subaccounts.
The values  shown take into  account  an  average of the  expenses  paid by each
portfolio  available for investment (the equivalent to an annual rate of .95% of
the  aggregate  average  daily net  assets of the Fund) and the daily  charge by
ANLIC  to  each  Subaccount  for  assuming   mortality  and  expense  risks  and
administrative  expenses  (which is  equivalent to a charge at an annual rate of
0.90% for Policy  Years 1-15 and 0.45%  thereafter  of the average net assets of
the Subaccounts).

The  hypothetical  values  shown in the tables do not  reflect  any  charges for
Federal Income tax burden  attributable to the Separate Account,  since ANLIC is
not  currently  making such  charges.  However,  such charges may be made in the
future and, in that event, the gross annual investment rate of return would have
to exceed 0 percent,  6 percent,  or 12 percent by an amount sufficient to cover
the tax charges in order to produce the Death  Benefits and values  illustrated.
(See the section on Federal Tax Matters.)

The  tables  illustrate  the Policy  values  that  would  result  based upon the
hypothetical  investment  rates of return if premiums are paid as indicated,  if
all Net Premiums are allocated to the Separate  Account,  and if no Policy loans
have  been  made.  The  tables  are  also  based  on the  assumptions  that  the
Policyowner  has not requested an increase or decrease in the initial  Specified
Amount,  that no partial  withdrawals  have been made,  and that no more than 15
transfers  have been made in any Policy  Year so that no transfer  charges  have
been incurred.  Illustrated  values would be different if the proposed  Insureds
were tobacco users, in substandard risk classifications,  or were other ages, or
if a higher or lower premium was illustrated.

Upon request, ANLIC will provide comparable illustration based upon the proposed
Insureds' ages, sexes and underwriting  classifications,  the Specified  Amount,
the Death Benefit option, and planned periodic premium schedule  requested,  and
any available riders requested. In addition, upon client request,  illustrations
may be furnished  reflecting  allocation  of premiums to specified  Subaccounts.
Such  illustrations  will  reflect the  expenses of the  portfolio  in which the
Subaccount invests.


<PAGE>
<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES
ACACIA NATIONAL LIFE INSURANCE COMPANY

                                    

Male Issue Age: 45                   Nontobacco                 Preferred Underwriting Class
Female Issue Age: 45                 Nontobacco                 Preferred Underwriting Class

                            PLANNED PERIODIC ANNUAL PREMIUM: $6000
                              INITIAL SPECIFIED AMOUNT: $500000
                                   DEATH BENEFIT OPTION: A

                      USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                      0% Hypothetical Gross    6% Hypothetical Gross   12% Hypothetical Gross
                    Annual Investment Return  Annual Investment Return  Annual Investment Return
                         (-1.85% Net)             ( 4.15% Net)              (10.15% Net)
                   -------------------------  ------------------------  -------------------------

         Accumulated
 End Of  Premiums At   Accumu-   Cash            Accumu-   Cash           Accumu-  Cash
 Policy  5% Interest   lation  Surrender Death   lation  Surrender Death  lation Surrender Death
  Year    Per Year     Value     Value  Benefit   Value    Value  Benefit Value   Value   Benefit
- ------- -----------  --------- -------- -------  ------- ------- -------- -----  ------  --------
<S>    <C>            <C>       <C>      <C>      <C>     <C>     <C>      <C>    <C>    <C>
       1
       2
       3
       4
       5
       6
       7
       8
       9
      10

      15
      20

    Ages
      60
      65
      70
      75
</TABLE>

1) Assumes an annual $6000 premium is paid at the beginning of each Policy Year.
Values would be different if premiums with a different frequency or in different
amounts.
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient Accumulation Value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES  AND  RATES OF  INFLATION.  THE  DEATH  BENEFIT  AND
ACCUMULATION  VALUE FOR A CONTRACT  WOULD BE  DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED  ABOVE OR BELOW THOSE  AVERAGES FOR  INDIVIDUAL  CONTRACT  YEARS.  NO
REPRESENTATIONS  CAN BE MADE BY ANLIC OR THE FUNDS THAT THESE HYPOTHETICAL RATES
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>

<TABLE>
<CAPTION>

ILLUSTRATION OF POLICY VALUES
ACACIA NATIONAL LIFE INSURANCE COMPANY

                                 

Male Issue Age: 45                   Nontobacco                 Preferred Underwriting Class
Female Issue Age: 45                 Nontobacco                 Preferred Underwriting Class

                            PLANNED PERIODIC ANNUAL PREMIUM: $6000
                              INITIAL SPECIFIED AMOUNT: $500000
                                   DEATH BENEFIT OPTION: A

           USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES

                      0% Hypothetical Gross    6% Hypothetical Gross   12% Hypothetical Gross
                    Annual Investment Return  Annual Investment Return  Annual Investment Return
                         (-1.85% Net)             ( 4.15% Net)              (10.15% Net)
                   -------------------------  ------------------------  -------------------------

         Accumulated
 End Of  Premiums At   Accumu-   Cash            Accumu-   Cash           Accumu-  Cash
 Policy  5% Interest   lation  Surrender Death   lation  Surrender Death  lation Surrender Death
  Year    Per Year     Value     Value  Benefit   Value    Value  Benefit Value   Value   Benefit
- ------- -----------  --------- -------- -------  ------- ------- -------- -----  ------  --------
<S>    <C>            <C>       <C>      <C>      <C>     <C>     <C>      <C>    <C>    <C>
       1
       2
       3
       4
       5
       6
       7
       8
       9
      10

      15
      20

    Ages
      60
      65
      70
      75
</TABLE>

* In the absence of an additional premium the Policy would lapse.
1) Assumes an annual $6000 premium is paid at the beginning of each Policy Year.
Values would be different if premiums with a different frequency or in different
amounts.
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient Accumulation Value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES  AND  RATES OF  INFLATION.  THE  DEATH  BENEFIT  AND
ACCUMULATION  VALUE FOR A CONTRACT  WOULD BE  DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED  ABOVE OR BELOW THOSE  AVERAGES FOR  INDIVIDUAL  CONTRACT  YEARS.  NO
REPRESENTATIONS  CAN BE MADE BY ANLIC OR THE FUNDS THAT THESE HYPOTHETICAL RATES
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>
<TABLE>
<CAPTION>


ILLUSTRATION OF POLICY VALUES
ACACIA NATIONAL LIFE INSURANCE COMPANY

                               

Male Issue Age: 45                   Nontobacco                 Preferred Underwriting Class
Female Issue Age: 45                 Nontobacco                 Preferred Underwriting Class

                            PLANNED PERIODIC ANNUAL PREMIUM: $6000
                              INITIAL SPECIFIED AMOUNT: $500000
                                   DEATH BENEFIT OPTION: B

                      USING CURRENT SCHEDULE OF COST OF INSURANCE RATES

                      0% Hypothetical Gross    6% Hypothetical Gross   12% Hypothetical Gross
                    Annual Investment Return  Annual Investment Return  Annual Investment Return
                         (-1.85% Net)             ( 4.15% Net)              (10.15% Net)
                   -------------------------  ------------------------  -------------------------

         Accumulated
 End Of  Premiums At   Accumu-   Cash            Accumu-   Cash           Accumu-  Cash
 Policy  5% Interest   lation  Surrender Death   lation  Surrender Death  lation Surrender Death
  Year    Per Year     Value     Value  Benefit   Value    Value  Benefit Value   Value   Benefit
- ------- -----------  --------- -------- -------  ------- ------- -------- -----  ------  --------
<S>    <C>            <C>       <C>      <C>      <C>     <C>     <C>      <C>    <C>    <C>
       1
       2
       3
       4
       5
       6
       7
       8
       9
      10

      15
      20

    Ages
      60
      65
      70
      75
</TABLE>

1) Assumes an annual  $20000  premium is paid at the  beginning  of each  Policy
Year.  Values would be different  if premiums  with a different  frequency or in
different amounts.
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient Accumulation Value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES  AND  RATES OF  INFLATION.  THE  DEATH  BENEFIT  AND
ACCUMULATION  VALUE FOR A CONTRACT  WOULD BE  DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED  ABOVE OR BELOW THOSE  AVERAGES FOR  INDIVIDUAL  CONTRACT  YEARS.  NO
REPRESENTATIONS  CAN BE MADE BY ANLIC OR THE FUNDS THAT THESE HYPOTHETICAL RATES
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>
<TABLE>
<CAPTION>


ILLUSTRATION OF POLICY VALUES
ACACIA NATIONAL LIFE INSURANCE COMPANY

                                

Male Issue Age: 45                   Nontobacco                 Preferred Underwriting Class
Female Issue Age: 45                 Nontobacco                 Preferred Underwriting Class

                            PLANNED PERIODIC ANNUAL PREMIUM: $6000
                              INITIAL SPECIFIED AMOUNT: $500000
                                   DEATH BENEFIT OPTION: B

           USING MAXIMUM ALLOWALBE SCHEDULE OF COST OF INSURANCE RATES

                      0% Hypothetical Gross    6% Hypothetical Gross   12% Hypothetical Gross
                    Annual Investment Return  Annual Investment Return  Annual Investment Return
                         (-1.85% Net)             ( 4.15% Net)              (10.15% Net)
                   -------------------------  ------------------------  -------------------------

         Accumulated
 End Of  Premiums At   Accumu-   Cash            Accumu-   Cash           Accumu-  Cash
 Policy  5% Interest   lation  Surrender Death   lation  Surrender Death  lation Surrender Death
  Year    Per Year     Value     Value  Benefit   Value    Value  Benefit Value   Value   Benefit
- ------- -----------  --------- -------- -------  ------- ------- -------- -----  ------  --------
<S>    <C>            <C>       <C>      <C>      <C>     <C>     <C>      <C>    <C>    <C>
       1
       2
       3
       4
       5
       6
       7
       8
       9
      10

      15
      20

    Ages
      60
      65
      70
      75
</TABLE>

1) Assumes an annual  $20000  premium is paid at the  beginning  of each  Policy
Year.  Values would be different  if premiums  with a different  frequency or in
different amounts.
2) Assumes that no Policy loan has been made. Excessive loans or withdrawals may
cause this Policy to lapse because of insufficient Accumulation Value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  DEATH  BENEFIT  OPTION  SELECTED,
PREVAILING  INTEREST  RATES  AND  RATES OF  INFLATION.  THE  DEATH  BENEFIT  AND
ACCUMULATION  VALUE FOR A CONTRACT  WOULD BE  DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED  ABOVE OR BELOW THOSE  AVERAGES FOR  INDIVIDUAL  CONTRACT  YEARS.  NO
REPRESENTATIONS  CAN BE MADE BY ANLIC OR THE FUNDS THAT THESE HYPOTHETICAL RATES
OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


<PAGE>


                          UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission heretofore, or hereafter duly adopted pursuant to authority conferred
in that section.

Registrant  makes  the  following   representation   pursuant  to  the  National
Securities Markets Improvements Act of 1996:

Acacia  National Life  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 insurance company.

                              RULE 484 UNDERTAKING

ANLIC'S By-laws provide as follows:

In the event any  action,  suit or  proceeding  is brought  against a present or
former Director, elected officer, appointed officer or other employee because of
any action taken by such person as a Director,  officer or other employee of the
Company or which he omitted to take as a  Director,  officer or  employee of the
Company,  the Company shall  reimburse or indemnify him for all loss  reasonably
incurred by him in connection  with such action to the fullest extent  permitted
by  ss.13.1-696  through  ss.13.1-704  of the  Code  of  Virginia,  as is now or
hereafter  amended,  except in relation to matters as to which such person shall
have been finally adjudged to be liable by reason of having been guilty of gross
negligence or willful  misconduct in the performance of duties as such Director,
officer or employee. In case any such suit, action or proceeding shall result in
a  settlement  prior to final  judgment  and if, in the judgment of the Board of
Directors,  such  person in taking  the  action or  failing  to take the  action
complained  of was not grossly  negligent or guilty of wilful  misconduct in the
performance  of his duty,  the Company shall  reimburse or indemnify him for the
amount of such settlement and for all expenses reasonably incurred in connection
with such action and its settlement.  This right of indemnification shall not be
exclusive of any other rights to which such person may be entitled.

                     REPRESENTATION PURSUANT TO RULE 6e-3(T)

This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.

<PAGE>


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

The facing sheet.
The prospectus consisting of pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484.
Representations pursuant to Rule 6e-3(T).
The signatures.
Written consents of the following:
(a)
(b) Ellen Jane Abromson
(c)

The Following Exhibits:

1. The Following exhibits  correspond to those required by paragraph IX A of the
instructions as to exhibits in Form N-8B-2.
(A)(1) Board Resolution Establishing Separate Account III(3)
(A)(2) Not applicable
(A)(3)(a) Underwriting Agreement between The Advisors Group, Inc. and Acacia 
          National Life Insurance Company - To be filed by later amendment.
(A)(3)(b)  Proposed form of Selling  Agreement - To be filed by later amendment.
(A)(3)(c) Schedules of Sales Commissions - To be filed by later amendment 
(A)(4) Not  Applicable  
(A)(5)(a) Proposed form of  Policy.  - To be  filed  by later amendment.  
(A)(5)(b) Proposed form of  Policy  Riders  - To be filed by later amendment.  
(A)(6) Certificate of Organization of Acacia National Life Insurance Company(2) 
(A)(6) Bylaws of Acacia National Life Insurance Company(2) 
(A)(7) Notapplicable  
(A)(8)(a) Participation  Agreement Alger American Fund(1) 
(A)(8)(b) Participation Agreement Calvert Variable Series, Inc.(1) 
(A)(8)(c) Participation Agreement  Dreyfus  Stock  Index  Fund(1)  
(A)(8)(d) Participation Agreement Neuberger&Berman Advisers Management Trust(1) 
(A)(8)(e) Participation Agreement Oppenheimer Variable Account Funds(2) 
(A)(8)(f) Participation Agreement Strong Variable  Insurance Funds,  Inc.(1)  
(A)(8)(g) Participation Agreement Van Eck Worldwide  Hard Assets Fund(1) 
(A)(9) NotApplicable  
(A)(10) Application for Policy - To be filed by later amendment

2. (A)(b)  Opinion and Consent of Ellen Jane  Abromson,  2nd Vice  President and
   Associate Counsel(3)
3. No financial statements will be omitted from the final Prospectus pursuant to
   Instruction 1(b) or (c) or Part I.
4. Not applicable.
5. Not applicable.
6. To be filed by later amendment.
7. Consent of Independent Auditors - to be filed by later amendment.
8. Not applicable.

Incorporated  by  reference  to the initial  Registration  Statement  for Acacia
National Life Insurance  Company  Separate  Account II on Form N-4 (File No 333
- -03963), Filed.

Incorporated  by  Reference  to the  Post-Effective  No.  3 to the  Registration
Statement  on Form S-6 for  Acacia  National  Life  Insurance  Company  Separate
Account (File No. 33 -90208), Filed on May 1, 1997. 
<PAGE>


                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant, Acacia National Variable Life Insurance Separate Account III and has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Bethesda,  State of
Maryland on the 28th day of January 1998.

                                    ACACIA NATIONAL VARIABLE LIFE INSURANCE
                                    SEPARATE ACCOUNT III
                                    (Registrant)


                                    By: ACACIA NATIONAL LIFE INSURANCE COMPANY
                                        (Depositor)



                                    By: /s/ Ellen Jane Abromson
                                   -------------------------------------     
                                        Ellen Jane Abromson
                                        2nd Vice President and Associate Counsel



Attest:/s/  Todd Green
     -------------------                                                     
        Todd Green
        Assistant Secretary



<PAGE>


        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities with the depositor and on the dates indicated.


        Signatures                          Title             Date


 /s/ Charles T. Nason        Chairman of the Board,           January 28, 1999
- ----------------------       and Chief Executive Officer
Charles T. Nason             


 /s/ Robert W. Clyde         President and Chief              January 28, 1999
- ----------------------       Operating Officer
Robert W. Clyde             


 /s/ Paul L. Schneider       Senior Vice President,           January 28, 1999
- ----------------------
Paul L. Schneider            Chief Financial Officer
                             and Chief Investment Officer


 /s/ Robert-John H. Sands    Senior Vice President,           January 28, 1999
- -------------------------    Co-General Counsel
Robert-John H. Sands        


 /s/ Haluk Ariturk           Senior Vice President            January 28, 1999
- --------------------         Operations, Chief Actuary
Haluk Ariturk                and Director             
                             


 /s/ Janet L. Schmidt        Senior Vice President            January 28, 1999
- ---------------------        Human Resources
Janet L. Schmidt             


 /s/ Brian J. Owens          Senior Vice President            January 28, 1999
- -------------------          Career Distributions
Brian J. Owens               


 /s/ R. Larry Mauzy          Senior Vice President            January 28, 1999
- -------------------          and Chief Information Officer
R. Larry Mauzy               

EXHIBIT (A)(1) Board Resolution Establishing Separate Account III


                           RESOLUTION OF DIRECTORS OF
                     ACACIA NATIONAL LIFE INSURANCE COMPANY


BE IT  RESOLVED,  that  the  Company,  pursuant  to the  provisions  of  Section
38.2.3113  of the  Code of  Virginia,  hereby  establishes  a  separate  account
designated,  "Acacia  National  Variable Life  Insurance  Separate  Account III"
(hereinafter  "Variable  Account III") for the  following use and purposes,  and
subject to such conditions as hereinafter set forth:

FURTHER RESOLVED, that Variable Account III shall be established for the purpose
of providing for the issuance by the Company of such survivorship  variable life
or such other  policies as the Board may  designate  for such  purpose and shall
constitute a separate  account into which are allocated  amounts paid to or held
by the Company under such policies; and

FURTHER RESOLVED,  that the income,  gains and losses,  whether or not realized,
from assets  allocated to Variable  Account III shall,  in  accordance  with the
policies, be credited to or charged against such account without regard to other
income, gains, or losses of the Company; and

FURTHER RESOLVED, that the fundamental investment policy of Variable Account III
shall be to invest or reinvest the assets of Variable  Account III in securities
issued by investment  companies  registered under the Investment  Company Act of
1940 as may be specified in the respective policies; and

FURTHER RESOLVED, that the Variable Account III may be divided into sub-accounts
and that each such  investment  division  shall  invest  only in the shares of a
single  mutual fund or a single mutual fund  portfolio of an investment  company
organized as a series fund pursuant to the Investment Company Act of 1940; and

FURTHER RESOLVED, that the President, a Vice President, Secretary and Treasurer,
each be, and hereby are, authorized to take all necessary and appropriate action
to  accomplish  the  registration  of the Variable  Account III as an investment
company under the  Investment  Company Act of 1940 and the  registration  of the
variable life insurance  policies issued in connection with the Variable Account
III as  securities  under the  Securities  Act of 1933,  and to take all  action
necessary to comply with the Acts,  including  but not limited to the  execution
and filing of registration  statements and amendments thereto,  applications for
exemptions from the provisions of the Acts as may be necessary or desirable, and
agreements  for  the  management  of  the  Variable  Account  III  and  for  the
distribution  of  survivorship  variable  life  insurance  policies  carrying an
interest in the Variable Account III assets;

FURTHER  RESOLVED,  that the  President or a Vice  President be, and hereby are,
authorized to adopt Rules and Regulations for the administration of the Variable
Account III;

FURTHER  RESOLVED,  that the  President or a Vice  President be, and hereby are,
authorized  to take all  necessary  and  appropriate  action  to  enter  into an
agreement  for the sale or purchase of shares and to take such other actions and
execute such other  agreements as they deem  necessary or desirable to carry out
the foregoing resolutions and the intent and purposes thereof.

BE IT  RESOLVED,  that the  following  Standards  of  Conduct  with  respect  to
investments of the Variable  Account III and variable life operations are hereby
adopted:

Unless  otherwise  approved  in writing  by the  insurance  commissioner  of the
applicable  state in advance of the  transaction,  with  respect to the Variable
Account III, the Company shall not:

1.   Sell to, or purchase from, such separate account established by the company
     any  securities  or other  property,  other than  variable  life  insurance
     policies.


<PAGE>



2.   Purchase,  or  allow  to be  purchased,  for  such  separate  account,  any
     securities of which the Company or an affiliate is the issuer.

3.   Accept  any  compensation,  other  than a regular  salary or wages from the
     Company or  affiliate,  for the sale or purchase of  securities  to or from
     such separate account other than as provided by law.

4.   Engage  in any  joint  transaction,  participation  or  common  undertaking
     whereby the Company or an affiliate participates with such separate account
     in any transaction in which the Company or any of its affiliates  obtain an
     advantage  in the price or quality of the item  purchased,  in the  service
     received,  or in the cost of such  service  or is  disadvantaged  in any of
     these respects by the same transaction.

5. Borrow money or  securities  from such  separate  account  other than under a
policy loan provision.

BE IT  RESOLVED,  that the  following  Standards of  Suitability  shall apply to
Acacia  National Life Insurance  Company,  its officers,  directors,  employees,
affiliates  and agents  with  respect  to the  suitability  of a  variable  life
insurance policy for an applicant for such contract:

No recommendation shall be made to an applicant(s) to purchase a survivorship or
other variable life policy,  and no  survivorship  or other variable life policy
shall be issued,  in the  absence  of  reasonable  grounds  to believe  that the
purchase  of such a policy is  suitable  for such  applicant(s)  on the basis of
information  furnished after reasonable  inquiry into the following  subjects of
concern to the applicant:

     1.)  the applicant's insurance and investment objectives;

     2.)  the applicant's financial situation and needs; and

     3.)  other  relevant  information  known to Acacia  National Life Insurance
          Company or the agent making the recommendation.

A copy of this  resolution  shall be  distributed  to the  officers,  employees,
affiliates and agents of this Company  assigned to distribute and administer the
variable life policies.

AND BE IT FURTHER RESOLVED,  that the President, a Vice President,  Secretary or
other  appropriate  officer of the Company are hereby authorized and directed to
carry into full force and effect the purposes and provisions of this resolution.







Attest:__________________
           Todd Green
           Assistant Secretary




EXHIBIT 2.(A)(b) Opinion and Consent of Ellen Jane Abromson


                               OPINION AND CONSENT

January 27, 1999


Acacia National Life Insurance Company
7315 Wisconsin Avenue.
Bethesda, MD 20814

Gentlemen:

With reference to the  Registration  Statement on S-6, filed by Acacia  National
Life Insurance Company and Acacia National Variable Annuity Separate Account III
with the Securities and Exchange Commission  covering its survivorship  flexible
premium  deferred  variable  life policy,  "Regent  2000",  I have examined such
documents  and such law as I considered  necessary and  appropriate,  and on the
basis of such examination, it is my opinion that:

        1.     Acacia  National  Life  Insurance  Company is duly  organized and
               validly  existing under the laws of the  Commonwealth of Virginia
               and has been duly authorized to issue variable  annuity  policies
               by the Corporation  Insurance  Commission of the  Commonwealth of
               Virginia.

        2.     Acacia National  Variable  Annuity  Separate  Account III is duly
               authorized and existing separate account established  pursuant to
               the provisions of Section 38.2.3113 of the Code of Virginia.

        3.     The survivorship  flexible premium deferred variable life policy,
               when  issued  as  contemplated  by  said  Form  S-6  Registration
               Statement,  will  constitute  legal,  validly  issued and binding
               obligations of Acacia National Life Insurance Company.

I  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  said
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Matters" in the Prospectus contained in the Registration Statement.

Very truly yours,

/s/ Ellen Jane Abromson
- ------------------------
Ellen Jane Abromson
2nd Vice President & Associate Counsel
Acacia National Life Insurance Company


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